**UNITED STATESSECURITIES  AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 20-F**

**(MarkOne)**

**____REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934**

**OR**

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

**September30, 2010**

**OR**

**____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**OR**

**____SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

Dateof event requiring this shell company report

**Forthe transition period from**_______________________

Commissionfile 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) 

**Suite180, 13040, No 2 Road, Richmond, B.C. Canada V7E 2G1******(Address of principal executive offices) 

**Martin Tutschek****Tel: 778-588-7780 Fax 604-275-8745Info@foruminvestments.com****Suite 180, 13040, No 2 Road,Richmond, B.C. Canada V7E 2G1**

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(Name, Telephone, E-mail and or Facsimilenumber and Address of Company Contact Person)

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

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

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

**CommonShares Without Par Value******(Title of Class)

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

**None******(Title of Class)

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report. **29,140,984**

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

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

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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 whetherthe registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation s-T (232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes **X**No ___

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” on Rule 12b-2 of the Exchange Act. (Check One): 

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

Indicateby check mark which basis of accounting used to prepare the financialstatements included in this filing:

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

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

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

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**FORUM NATIONAL INVESTMENTS LTD.**

TABLEOF 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. | 4 |
|                                       |                                                              | 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. | 16 |
|                                       | ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.             | 17 |
|                                       |                                                              | A) OPERATING RESULTS. | 17 |
|                                       |                                                              | B) LIQUIDITY AND CAPITAL RESOURCES. | 21 |
|                                       |                                                              | 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. | 27 |
|                                       |                                                              | 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.                                 | 32 |
|                                       |                                                              | A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL      INFORMATION. | 32 |
|                                       |                                                              | B) SIGNIFICANT CHANGES. | 33 |
|                                       | ITEM IX. THE OFFER AND LISTING.                                   | 33 |
|                                       |                                                              | A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK. | 33 |
|                                       |                                                              | B) PLAN OF DISTRIBUTION. | 34 |
|                                       |                                                              | C) MARKETS. | 34 |
|                                       |                                                              | D) SELLING SHAREHOLDERS. | 34 |
|                                       |                                                              | E) DILUTION. | 34 |
|                                       |                                                              | F) EXPENSES OF THE ISSUE. | 34 |
|                                       | ITEM X. ADDITIONAL INFORMATION.                                   | 34 |
|                                       |                                                              | A) SHARE CAPITAL. | 34 |

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|        |                                                                                       | B) MEMORANDUM AND ARTICLES OF INCORPORATION.                                        | 34 |
|-------------|--------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|----|
|        |                                                                                       | C) MATERIAL CONTRACTS.                                                              | 36 |
|        |                                                                                       | D) EXCHANGE CONTROLS.                                                               | 36 |
|        |                                                                                       | E) TAXATION.                                                                        | 37 |
|        |                                                                                       | F) DIVIDENDS AND PAYING AGENTS.                                                     | 42 |
|        |                                                                                       | G) STATEMENTS BY EXPERTS.                                                           | 42 |
|        |                                                                                       | H) DOCUMENTS ON DISPLAY.                                                            | 42 |
|        |                                                                                       | I) SUBSIDIARY INFORMATION.                                                          | 42 |
|        | ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT    MARKET RISK.                    | 43                                                                                  |
|        | ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY    SECURITIES.                       | 43                                                                                  |
| PART II.    | 43                                                                                         |
|        | ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND DELINQUENCIES.                                 | 43                                                                                  |
|        | ITEM XIV. MATERIAL MODIFICATIONS TO THE RIGHTS OF    SECURITY HOLDERS AND USE OF PROCEEDS. | 44                                                                                  |
|        |                                                                                       | MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS.                            | 44 |
|        |                                                                                       | USE OF PROCEEDS.                                                                    | 45 |
|        | ITEM XV. CONTROLS AND PROCEDURES.                                                          | 44                                                                                  |
|        |                                                                                       | DISCLOSURE CONTROLS AND PROCEDURES.                                                 | 44 |
|        |                                                                                       | MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROLS OVER      FINANCIAL REPORTING. | 44 |
|        |                                                                                       | REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS.                                     | 45 |
|        | ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT.                                                | 45                                                                                  |
|        |                                                                                       | AUDIT COMMITTEE FINANCIAL EXPERT.                                                   | 45 |
|        |                                                                                       | CODE OF ETHICS.                                                                     | 45 |
|        |                                                                                       | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                             | 46 |
|        |                                                                                       | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT      COMMITTEES.                    | 46 |
|        |                                                                                       | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND      AFFILIATED PURCHASERS.        | 47 |
| PART III.   | 47                                                                                         |
|        | ITEM XVII. FINANCIAL STATEMENTS.                                                           | 47                                                                                  |
|        | ITEM XVIII. FINANCIAL STATEMENTS.                                                          | 47                                                                                  |
|        | ITEM XIX. EXHIBITS.                                                                        | 47                                                                                  |
|        |                                                                                       | FINANCIAL STATEMENTS.                                                               | 47 |
| SIGNATURES. | 48                                                                                         |

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**GENERAL**

In this Annual Report on Form20-F, all references to “Forum”, or the “Company” refer to Forum NationalInvestments, Ltd. and its subsidiaries and affiliated companies. References tothis “Form 20-F” and this “Annual Report” mean references to this Annual Reporton Form 20-F for the period ended September 30, 2010. 

We use the Canadian dollar as ourreporting currency. All references in this Annual Report to “dollars” or “$”are expressed in Canadian dollars, unless otherwise indicated. See also “Item3. Key Information” for more detailed currency and conversion information. Ourconsolidated financial statements, which form part of the annual report arepresented in Canadian dollars and are prepared in accordance with accountingprinciples generally accepted in Canada (“Canadian GAAP”) which differ in certainrespects from accounting principles generally accepted in the United States(“U.S. GAAP”). The differences between Canadian GAAP and U.S. GAAP, as theyrelate to our business, are explained in the notes to our consolidatedfinancial statements. 

**NOTE REGARDING FORWARD-LOOKING STATEMENTS**

This Annual Report containsforward-looking statements (within the meaning of the United States PrivateSecurities Litigation Reform Act of 1995) concerning our business strategies,market conditions, outlook and other matters. These statements relate toanalyses and other information that are based on forecasts of future results,estimates of amounts not yet determinable and assumptions of managementincluding, but not limited to, certain statements and projections concerningour plans, intentions, strategies, expectations, predictions, financialprojections, assumptions and estimates related to accounting policies,concerning the our future activities and results of operations and other futureevents or conditions. Any statements that express or involve discussions withrespect to predictions, expectations, beliefs, plans, projections, objectives,assumptions or future events or performance (often, but not always, using wordsor phrases such as “expects” or “does not expect”, “is expected”, “anticipates”or “does not anticipate”, “plans”, “estimates” or “intends”, or stating thatcertain actions, events or results “may”, “could”, “would”, “might” or “will”be taken, occur or be achieved) are not statements of historical fact and maybe “forward-looking statements.” Forward-looking statements contained in thisreport are based on current facts and analyses and include, but are not limitedto, 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 aremade based on management’s reasonable beliefs, estimates and opinions on thedate the statements are made. However, these forward-looking statements involveknown and unknown risks, uncertainties and other factors that may cause ouractual results, performance or achievements or industry results to bematerially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Such risk factorsinclude, but are not limited to, general economic conditions, our ability togenerate sufficient cash flows to support capital expansion plans; changingtravel and lifestyle trends of consumers; competition; pricing and availabilityof services; insurance laws and regulations and changesthereto that may affect the way our services are marketed, provided and sold;and political 

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

**PART I**

**ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENTAND ADVISORS**

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

**ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE**

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

**ITEM III. KEY INFORMATION**

***A) SELECTED FINANCIAL DATA***

Set forth below is certainselected financial data for the Company for the year-end fiscal periods 2006 to2010. The following information must be read in conjunction with the moredetailed financial information contained in the accompanying audited financialstatement. Unless otherwise stated, all references to dollars herein are toCanadian dollars. As at September 30, 2010, one United States Dollar was equalto 0.9711 Canadian dollars and that value is used in the calculations herein,unless otherwise indicated. 

TABLE OF SELECTED CONSOLIDATEDFINANCIAL DATA

(Stated in Canadian Dollars) 

|                                     |   |             |   |   |             |   |   |             |    |   |              |   |   |             |   |
|------------------------------------------|--------|------------------|--------|--------|------------------|--------|--------|------------------|---------|--------|-------------------|--------|--------|------------------|--------|
|                                     |   | **Sep 30, 2010** |   |   | **Sep 30, 2009** |   |   | **Sep 30, 2008** |    |   | **Sep 30, 2007*** |   |   | **Dec 31, 2006** |   |
| **Current Assets**                       | $      | 506,674          |   | $      | 4,378,578        |   | $      |  6,050,471  |    | $      |  9,264,232   |   | $      |  1,465,160  |   |
| **Capital Assets**                       |   | 9,101,393        |   |   | 9,562,321        |   |   | 17,850,031       |    |   | 9,100,127         |   |   | 7,276,372        |   |
| **Total Assets**                         |   | 12,503,670       |   |   | 18,475,423       |   |   | 29,481,590       |    |   | 20,035,886        |   |   | 10,101,818       |   |
| **Current Liabilities**, (1)             |   | 3,872,864        |   |   | 5,272,867        |   |   | 12,422,360       |    |   | 1,015,552         |   |   | 1,114,683        |   |
| **Deferred Revenue**(1)                  |   | 751,868          |   |   | 1,482,092        |   |   | 2,404,163        |    |   | 1,389,678         |   |   | 1,389,587        |   |
| **Convertible Debentures**               |   | 40,486           |   |   | 40,486           |   |   | 40,486           |    |   | 40,486            |   |   | 40,486           |   |
| **Long Term Debt**                       |   | 4,846,198        |   |   | 5,222,774        |   |   | 4,211,715        |    |   | 3,988,031         |   |   | 4,029,516        |   |
| **Share Capital**                        |   | 25,810,369       |   |   | 25,810,369       |   |   | 24,255,952       |    |   | 24,194,793        |   |   | 14,802,797       |   |
| **Contributed surplus**                  |   | 2,757,581        |   |   | 2,757,581        |   |   | 2,913,377        |    |   | 2,944,536         |   |   | -                |   |
| **Deficit**                              |   | (25,535,211      | )      |   | (22,070,260      | )      |   | (16,725,977      | )       |   | (15,854,337       | )      |   | (12,000,619      | )      |
| **Net Revenue from****Operations**       | $      | 4,197,712        |   | $      | 3,740,558        |   | $      |  3,717,154  |    | $      |  2,572,638   | )      | $      | 3,984,551        |   |
| **Net Income (Loss) from****Operations** |   | (3,464,951       | )      |   | (5,344,283       | )      |   | (871,640         | )  |   | (2,500,922        | )      |   | 875,355          |   |

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|                        |   |      |   | **Sep 30, 2010** |   |   | **Sep 30, 2009** |   |   | **Sep 30, 2008** |   |   | **Sep 30, 2007*** |   |   | **Dec 31, 2006** |   |
|-----------------------------|--------|-----------|--------|------------------|--------|--------|------------------|--------|--------|------------------|--------|--------|-------------------|--------|--------|------------------|--------|
| **Earnings (Loss) per**     |   | (2)       |   | (0.12)           |   |   | (0.19)           |   |   | (0.03)           |   |   | (0.14)            |   |   | 0.17             |   |
| **Share from Operations**   |   |      |   |             |   |   |             |   |   |             |   |   |              |   |   |             |   |
| **Fully Diluted Earnings**  |   | (2)       |   | (0.12)           |   |   | (0.19)           |   |   | (0.03)           |   |   | (0.14)            |   |   | 0.17             |   |
| **per Share**               |   |      |   |             |   |   |             |   |   |             |   |   |              |   |   |             |   |
| **Weighted Average**        |   | (2)       |   | 28,948,776       |   |   | 28,553,321       |   |   | 28,425,526       |   |   | 18,477,377        |   |   | 5,098,086        |   |
| **number of shares for**    |   |      |   |             |   |   |             |   |   |             |   |   |              |   |   |             |   |
| **calculating basic and**   |   |      |   |             |   |   |             |   |   |             |   |   |              |   |   |             |   |
| **diluted Earnings (Loss)** |   | (3)  |   | 28,948,776       |   |   | 28,553,321       |   |   | 28,425,526       |   |   | 18,477,377        |   |   | 5,098,086        |   |
| **per share**               |   |      |   |             |   |   |             |   |   |             |   |   |              |   |   |             |   |

**Notes:**

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

(1) Deferred Revenue – Currentportion included in Current Liabilities

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

(3) In a loss year, common sharesequivalents are excluded from the calculation of diluted earnings (loss) per shareas the effect would be anti dilutive.

On April 1, 2011, the exchangerate for Canadian dollars was $1.00 (US) for $0.9629 (CAD), as posted by theBank of Canada.

The high and low buying ratefigures are selected from monthly figures for each month of the previoussix-month period ending March 31, 2011. Daily average figures are not availablefrom any major Canadian chartered bank. 

|     |   | **March** |   |   | **February** |   |   | **January** |   |   | **December** |   |   | **November** |   |   | **October** |   |
|----------|--------|-----------|--------|--------|--------------|--------|--------|-------------|--------|--------|--------------|--------|--------|--------------|--------|--------|-------------|--------|
| **High** |   | 0.9686    |   |   | 0.9739       |   |   | 0.9862      |   |   | 1.0178       |   |   | 1.013        |   |   | 1.0030      |   |
| **Low**  |   | 0.9918    |   |   | 0.9955       |   |   | 0.9978      |   |   | 0.9946       |   |   | 1.0264       |   |   | 1.0320      |   |

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

|           |   | **2010** |   |   | **2009** |   |   | **2008** |   |   | **2007** |   |   | **2006** |   |
|----------------|--------|----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|
| **Period End** |   | 1.0069   |   |   | 1.0722   |   |   | 1.0599   |   |   | 1.0905   |   |   | 1.1653   |   |
| **Average**    |   | 1.0304   |   |   | 1.1453   |   |   | 1.0660   |   |   | 1.0747   |   |   | 1.1340   |   |
| **High**       |   | 1.0050   |   |   | 1.3066   |   |   | 1.2969   |   |   | 1.0905   |   |   | 1.0990   |   |
| **Low**        |   | 1.0559   |   |   | 1.0251   |   |   | 0.9719   |   |   | 0.9215   |   |   | 1.1726   |   |

The above information wasobtained from the Bank of Canada and is believed by the Company to closelyapproximate the rates certified for customs purposes by the Federal ReserveBank in New York. 

**B) CAPITALIZATION AND INDEBTEDNESS**

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

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**C) REASONS FOR THE OFFER AND USE OF PROCEEDS**

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

**D) RISK FACTORS**

Investment in the Companyinvolves a high degree of risk. Prospective investors, prior to making aninvestment in the Company, should carefully consider, among others, thefollowing risk factors:

The Company’s businesses areheavily regulated and changes in regulations, changes in interpretation ofexistingregulations or failure to obtain required regulatory approvals or licensescould adversely affect theCompany’s ability to operate or competeeffectively.

On September 30, 2008 theCanadian governments “no call registry” went into effect. The new law allowsconsumers who do not wish to be “solicited” and receive telemarketing calls toregister on the federal government’s nationwide list. The “no call list” has receivedmillions of registrants. A similar law was enacted in the United States onOctober 1, 2003. These regulation effect the Companies historical method ofdirect marketing to consumers of its travel products.

In the 1990’s with the growth ofthe Life Settlement industry various states introduced legislation. The statelegislative actions were designed to introduce consumer protection typeregulations for policy holders and purchasers while the federal government withthe Securities and Exchange Commission seeks to regulate the market for theprotection of a purchaser. Most states require the licensing of life settlementbrokers and providers, mandate disclosures to sellers or purchasers or both, requireperiodic reporting requirements, and set forth prohibited business practices. Itis anticipated within the next 3 years that all states will have some form ofregulation governing commerce in the Life Settlement industry. 

The United States Securities andExchange Commission treat Life Settlements as securities under state andfederal securities law when viewed as a structured product. No state federal orregulatory body or private litigant has successfully asserted that oursettlements transactions are under state or federal law. As the purchaser orpossible seller of policies we represent that we are a sophisticated individualand have diminutive needs for protection afforded by securities laws. We haveutilized some exceptions and exemptions in conducting our life settlementtransactions.

The insurance industry is highlyregulated. The Company is not required to be licensed as an insurance companyor insurance broker as the Company does not issue policies. Regulations thatcover policy terms, premium payment, transferability, and receipt of policybenefits could adversely affect the secondary market for life settlements inwhich the company operates.

There can be no assurance thatunforeseen developments or introduction of legislation, laws, and other factorsin Consumer, Securities or Insurance regulations at Federal or State level willnot alter the Company’s ability to achieve it growth targets for marketing andselling Travel Club programs or entering and operating in the Life Settlementmarket. 

The Company may requireadditional capital to grow its Life Settlement division; if we are unable toobtainfinancing necessary to support our operations, we may be unableto grow this segment of the Company.

As of September 30, 2010 theCompany had a working capital deficiency of $1,672,683. The Company continuesto successfully operate within the continually evolving and volatile travelindustry. The Company generates operating cash flow through its travel andcharter operations. There can be no assurances the Company will be able togenerate sufficient investment from borrowing, the sale of equity, or acombination thereof to rapidly grow its life Settlement division and otherbusiness developments. If additional financing is required, there is no certaintyit will be available when and to the extent required or that if available, itwill be on acceptable terms. If adequate funds are not available on acceptableterms, the Company may not be able to maintain and rapidly grow its businessexpansion. This could have a material adverse effect on the Company's plannedgrowth.

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Becauseof daily price and volume limitations associated with being an OTCBB quotedcompany, you maynot be able to sell your shares of our common stock ata particular price on any particular trading day, orat all.

The Company's common stock isvulnerable to pricing and purchasing actions in the “OTCBB” market that arebeyond its control and therefore persons holding or acquiring shares may beunable to resell their shares at a profit as a result of this volatility.

The Company does not expect topay dividends in the future. Any return on investment may be limited tothevalue of the Company’s stock.

The Company does not anticipatepaying cash dividends on its stock in the foreseeable future. The payment ofdividends on the Company’s stock will depend on its earnings, financialcondition and other business and economic factors affecting the Company at suchtime as the board of directors may consider relevant. If the Company does notpay dividends, its stock may be less valuable because a return on yourinvestment will only occur if the Company’s stock price appreciates.

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

The trading price of theCompany's securities has been subject to wide fluctuations in response tovariations in its operating results, its announcements of businessdevelopments, or new services by the Company or its competitors, and otherevents and factors. The securities markets themselves have from time to timeexperienced significant price and volume fluctuations that may be unrelated tothe operating performance of any particular companies. Announcements of delaysin the Company's business plans or online commerce operations, technologicalinnovations 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 fluctuationsin its financial results, may have a significant impact on the market price ofthe Company's securities.

There can be no assurance thatthe continual fluctuations in price will not occur. In particular, subsequentto the financial period ended September 30, 2010, the price per share of theCompany’s common shares fluctuated (US dollar figures) from a low of $0.15 to ahigh of $0.40 and a current level of $0.20.

We may issue additional sharesin the Company thereby further diluting the total shares issued andoutstanding.As well, a substantial number of our shares of common stock will be eligiblefor future sale,and the sale of these shares may cause our stock priceto decline, even if our business is doing well.

Situations may arise which couldrequire the issuance of additional shares of the Company. In addition to thethree (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 commonshares of the Company. In July, 2007 the Company completed private placementsfor a total of $9 million USD and correspondingly issued 14,500,000 restrictedcommon shares of the company. 

On June 27, 2007 the record date,as part of a restructuring the Company issued 13,933,983 Series ”A” Preferredshares to all the existing registered and beneficial common shareholders on aone (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares areconvertible, as a Series into common shares of the Company provided a majorityof the Series “A” Preferred shareholders vote in favor ofconverting the entire Series. The Series will convert into a number of commonshares that will represent 50% of the number of fully diluted common sharesafter conversion. 

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On June 27, 2007 the record date,as part of a restructuring the Company issued 13,933,983 Series ”B” PreferredShares to all the existing registered and beneficial common shareholders on aone (1) for one (1) PRO RATA basis. The Series “B” Preferred shares areconvertible into common shares of the Company on a one for one basis byshareholders of record as of June 27, 2007. 

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

Furthermore future equityfinancings, property transactions, issuance of stock options among other thingsmay require the subsequent issuance and further dilution of the Company’ssecurities. 

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

The Company’s officers and boardof directors control more than 50% of the Company’s issued and outstandingstock. The concentration of such a large percentage of the Company’s stock inthe hands of relatively few shareholders may cause a disproportionate effect onminority shareholders in all matters presented to the company’s shareholders.The Company’s officers and board of directors as majority shareholders have thepower to take corporate actions which other shareholders may not believe are intheir best interests or in the best interests of the Company. There can be noassurance that the Company’s officers and Board of Directors as will not causethe Company to take such corporate actions. 

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

Our success will depend to asignificant 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 togetherdetermine our strategic direction, especially with regard to investment andbusiness development activity. An audit committee has been established withthree additional directors elected to the board, and we continue the process ofestablishing a management structure designed to reduce our dependence onMessrs. Clozza and Tutschek, the sudden departure or reduced attention ofeither Messrs. Clozza or Tutschek to us could have a material adverse effect onour operations, financial condition and operating results. The Company does notmaintain “key man” insurance in respect of any of its management. 

For our business to besuccessful we will need to attract and retain qualified personnel, licensees oroperators, brokers or life settlement providers. Failure to attract andretain such parties could have amaterial adverse effect on ourbusiness.

The Company's future successdepends, in significant part, upon the continuing service and performance ofits senior management and other key personnel, with whom it does not haveemployment agreements at this time. If it loses the services of any of theseindividuals, its ability to effectively deliver services to its customers andmanage its business effectively, could be impaired. Furthermore, companiesseeking to develop similar business strategies may hire away some of our keyemployees.

The Company's historical core growthdepends, in significant part, upon the continuing sales and marketing of itsTravel Club products. If the Company is unable to secure an Operator, is unableto contract a Licensee, or implement other non-traditional marketing efforts,its ability to effectively grow and expand its business could be impaired.

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We continue to develop ournetwork of Life Settlement provider companies and otherindustry affiliates. Our ability to initiate, build and grow theserelationships is dependent on many factors including the purchase volume andamount of commissions received from transactions with the Company. Therelationship with these individuals is fundamental to operating in this market.We have no contractual arrangements with financial planners, insurance brokersor Life Settlement providers. The Company believes that its future success willdepend in large part upon its ability to attract and retain qualifiedpersonnel, Licensees or operators, and brokers or Life Settlement providers forits operations. The failure to continue to attract or retain such persons orentities could materially adversely affect the Company's business, financialcondition and results of operations. 

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

The market in which the Companycompetes is intensely competitive in all its phases. It is expected thatcompetition will intensify and increase in the future as more vacation andtravel-related companies engage in e-commerce and or travel clubs. The Companyanticipates that it will compete for customers and experienced personnel with anumber of companies having significantly greater financial, technical andmarketing resources than it has. Established branded companies may have somemarketing advantage due to their market identities and this is likely to haveserious ramifications for the remaining companies. Price competition may beinstituted and sustained further reducing the profit margins, resulting in areduction of the Company's market share, and revenues.

The Life Settlement market is arelatively new market within the financial services sector. Its continuedgrowth and precise direction is unclear. Though the Company has been successfulin Life Settlement industry to date the Company’s successful growth in the LifeSettlement 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 developand maintain a distinctive brand identity, which could damage ourreputation,reduce market penetration and reduce sales.

The Company believes brandidentity is important to attracting and expanding the travel club membershipbase and Life Settlement portfolio. The Company believes the significance ofbrand and name recognition will intensify should the number of competingcompanies increase. The Company cannot assure shareholders that it will be ableto continue to maintain a distinctive brand identity that will ensuresignificant market recognition. Without market recognition, the Company may beunable to sell new travel club memberships or source new life settlementpolicies, which failure would affect growth and operating results.

Estimates of life expectancyin the Life Settlement market are uncertain at best and any materialunderestimationwill materially affect the cost, lower the anticipated returns, and effect theliquidity of thesecondary marketplace.

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

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It is impossible to predict withaccuracy an insured’s exact life expectancy. In September of 2008 one of thelargest providers of life expectancy reports announced its lengthening of lifeexpectancy tables by nearly 25% with others underwriters following suite with10% increases. An underestimation will result in lower returns than projected.An underestimation also increases the amount of capital necessary to bereserved for premium payments. Similarly an overestimation will result inhigher returns and lower premium reserves.

Taking into account all availableinformation, the Company cannot assure that it will not err by underestimatingor overestimating the average life expectancy of an individual and the amountsrequired for future premiums. Any associated losses could have a materialadverse effect on our business, financial condition, and operating results. 

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

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

In addition, system failures toprovide the data communications capacity required by the Company, as a resultof human error, natural disasters, or other operational disruption, couldresult 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 ofoperations and financial condition. In the case of frequent or persistentsystem failures, the Company's reputation could be materially adverselyaffected. Although it has implemented certain network security measures, theCompany is also vulnerable to computer viruses, physical or electronicbreak-ins and similar disruptions, which could lead to interruptions, delays,loss of data or the inability to complete customer transactions. The occurrenceof any and all of these events could have a material adverse effect on itsbusiness, results of operations and financial condition. 

It may not be possible forinvestors to effect service of process within the United States upon us or ourDirectors or corporate auditors or to enforce against us or these personsjudgments obtained in UnitedStates courts predicated upon the civilliability provisions of the federal securities laws of the UnitedStates.

We are a public companyincorporated and domiciled under the laws of Canada. Three of our sevendirectors and two of our executive officers are residents of countries otherthan the United States. Furthermore, all or a substantial portion of theirassets and our assets are located outside the United States. As a result, itmay 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. 

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

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

**ITEM IV. INFORMATION ONTHE COMPANY**

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

**A) HISTORY AND DEVELOPMENT OF THE COMPANY**

The Company was incorporated inBritish Columbia, Canada on September 22, 1995, under the name of SnowbirdVacations International Inc., and was continued to the Province of Ontario onNovember 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, theCompany’s name was changed to Forum National Investments Ltd., with aconsolidation of the share capital on a ten old for a one new basis, effectiveJuly 5, 2002. On April 16 of 2007 the share capital of the Company was forwardsplit on a 3 new for 1 old basis. 

The Company’s principal office isSuite 180, 13040 No 2 Road, Richmond, B.C. Canada V7E 2G1, the telephone numberis (604) 778-588-7704 and fax number is (604) 275-8745. The Company’s agent inCanada is KMS Corporate Services Inc, 1100 One Bentall Center, 505 BurrardStreet, Box 11, Vancouver, B.C., V7X 1M5. The Company has the following webaddresses: www.foruminvestments.com, www.snowbirdvacations.com, www.SpiritOfTwoThousandTen.com, www.spirityachtcharters.com, www.fitnessvacation.cawww.americanlifesettlementsociety.com, www.thealss.com, www.condobargainclub.com; www.familyvacationcenters.net and www.snowbirdvacationcenter.com

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

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

The Company's historical coregrowth depends, in significant part, upon the continuing sales and marketing ofits Travel Club products. If the Company is unable to secure an Operator, isunable to contract a Licensee, or implement other non-traditional marketingefforts, its ability to effectively grow and expand its business could beimpaired. In addition to securing an Operator or contracting a Licensee, theCompany’s traditional growth has been dependent upon the success of theseentities operations. (See Item 3 Risk factors, Ability to Attract and retainSuccessful Licensees or Operators). 

The Company has completed the launchof the 120 foot motor vessel MV Spirit of Two Thousand and Ten in 2009. TheCompany had established an initial construction credit facility withCaterpillar Financial Services for up to $3 million USD which had providedfunding for the project. The Company subsequently had the credit facilityincreased to $4.3 million USD in spring of 2007. The construction loan has beenconverted to a 5 year term loan facility of $5 million USD with an interestrate of 7%. The Company spent $1,959,585 in fiscal year ending September 30, 2009and $410,872 in fiscal year ending September 30, 2010.

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The Company formed a wholly ownedsubsidiary in August 2008 called Spirit Yacht Charters Ltd. Limited charteringoperations began in summer of 2009 facilitated through the Spirit YachtCharters subsidiary. Mechanical engine failure in the month of July limited thepotential revenue for the charter operations its inaugural season.

In2005, Forum began toinvestigate the business opportunities in the secondary Life Insurance marketalso known as *“Life Settlements”*. The Company began researching thestrategy of purchasing life insurance policies from consumers activelyinterested in selling their policies. Forum has invested in the purchasing ofLife Insurance policies issued in the Unites States sold by the policy holderswith life expectancies of 6 to 15 years. The Company then becomes theirrevocable beneficiary of these policies. 

Although relatively new, the LifeSettlement market is the fastest growing segment of the financial servicesindustry. The life insurance industry is a “double digit” trillion dollarindustry and the Life Settlement market is projected to grow significantlywithin the next few years. The senior and the baby boomer markets are thefastest growing segments of the population, resulting in billions of dollars inpolicies rolling into the Life Settlement policy industry annually. Expectedgrowth of the Life Settlement market will parallel the aging population boom.The significant, additional money that many policy holders receive from lifesettlement companies in the secondary market represents “found money”;turning otherwise illiquid assets into cash. In general, this windfallsignificantly improves the lifestyle of the policy holder when most seniorsneed it, i.e. -- allowing them to afford long-term health care or maintaintheir current standard of living for many more additional years. LegitimateLife Settlement companies have been described as providing a “sociallyresponsible” service. 

Since the Company began toresearch the Life Settlement industry it has completed a substantial amount ofdue-diligence and invested capital to create large channels of Life Settlement“policy flow”. The Company is currently sourcing Life Settlement policiesthrough “Business to Business” (B2B) Channels and anticipates launching a“Business to Consumer” (B2C) model upon securing sufficient capital commitments.

The Company uses an industrystandard 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 expectancyreports to determine an acceptable purchase price. In fiscal 2008, the Companyentered the Life Settlement industry with the initial purchase of $30,930 thousandUSD 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 bythe Company in July of 2007. During the third quarter of 2008 a $5 Million USDpolicy matured resulting in a portfolio face value of $25,930thousand USD at a cost of $1,548,070 ($1,506,473 USD). In 2010 the Companyafter reviewing its portfolio, wrote down the face value of Life Insurance policiesto $15,833 thousand USD.

Additionally the Company originallyintended to acquire a 25% interest in a mixed use development property inNeedles California for US$1,000,000. The 22 acre property with 850 feet ofwaterfront on the Colorado River has a marina with a 20,000 square foot storagefacility for marine based activity. As the property is developed to variousstages differing options to include condo / townhomes for either fullownership, fractional ownership of timeshare intervals will be explored. TheCanadian travel club membership would be offered a product in a southern UnitedStates location that has an extended season of favorable weather conditions.Subsequent to fiscal year end 2008, the Company discovered that the investeehad failed to raise the additional capital as planned. As a result, theownership interest actually acquired by the Company was 54% instead of 25% asoriginally intended. Accordingly, the Company has restated the presentation ofits investment to consolidate the net assets of Colorado River Resorts LLC (the“LLC”) as of September 30, 2008. .  Subsequent to the initial investment, theLLC entered into a sale and purchase agreement to acquire the developmentproperty. The deterioration of the real estate market in the southern UnitedStates by the end of fiscal 2008 triggered an impairment analysis of theinvestment in the property.  The fair value of the property, based on anindependent appraisal, had deteriorated below the value of the outstandingmortgage and therefore the fair value of the asset group was determined to bezero. Accordingly, a write down of the property of $1,619,163 was recognized in2008.

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To expand beyond is presentfinancial capabilities in the Life Settlement market and other businessventures, additional financing will be sought. There can be no assurances theCompany will be able to generate sufficient investment from borrowing, the saleof equity, or a combination thereof to rapidly grow its life settlement investmentand other business expansion. If additional financing is required, there is nocertainty it will be available when and to the extent required or that ifavailable, it will be on acceptable terms. If adequate funds are not availableon acceptable terms, the Company may not be able to grow and expand itsbusiness at an accelerated rate. This could have a material adverse effect onthe Company's planned growth. This and other risks related to operating in theLife Settlement industry could have a material adverse effect on the Company's operationsand planned growth. (See Item 3 Risk factors, The Company May RequireAdditional Capital). 

**B) BUSINESS OVERVIEW**

The Company operates in one business segment; beinghospitality and tourism. Under this segment, the company operates travelclubs, a travel agency, and charter cruise vessels. 

- The Company     owns and operates travel clubs under the name of  Snowbird Vacations  and      Family  Vacations Centers.  In addition to accessing a full     service travel agency and other travel benefits, travel club members are     entitled to rent vacation ownership rentals from a broad variety of     participating resorts at wholesale rates. 
- The Company     owns a passenger carrying yacht the 120’ MV Spirit of 2010, an 18 foot     tender, two jet skis, and ocean going kayaks. The equipment 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. 

Excess funds on-hand, either fromequity financing, borrowings, sales of assets or generated from operations, mayfrom time-to-time be reinvested in marketable securities and/or life settlementcontracts. Currently, the Company has paid $1,788,567 ($1,742,817 USD) toinvest in life settlement contracts, which was funded by the recent PrivatePlacements completed in July of 2007. During the third quarter of 2008 a $5Million USD policy matured resulting in a portfolio face value of $25,930thousand USD at a cost of $1,548,070 ($1,506,473 USD). In 2010 the Companyafter reviewing its portfolio, wrote down the face value of Life Insurance policiesto $15,833 thousand USD.

Real risks exist in operating aTravel Club and investing in life settlement contracts. These risks may have amaterial adverse effect on the Company's Travel club and reinvestment in theLife Settlement marketplace. (See Item 3 Risk factors, The Markets in Which theCompany Competes is Highly Competitive. If the Company Cannot SuccessfullyCompete, its Growth Rate May Stagnate or Revenues May Decline). 

Travel Club

The Company’s historical businessis providing travel services for the members of its travel clubs. A travel clubmembership entitles the member to access discount travel at rates marginally abovethe cost to the travel agency as well as vacation condominium rentals atdiscount rates through the Company’s wholesale network affiliation with theCooperative Association of Resort Exchangers (C.A.R.E.) and other strategicrelationships in the travel industry. The Company continues to develop productsand services for its members, and seeks to expand its membership by securingand contracting licensed marketing agents, acquisitions and Internet marketing.

Informationregarding vacation membership:

|                    |   | **2010**  |   |   | **2009**  |   |   | **2008**        |   |
|-------------------------|--------|-----------|--------|--------|-----------|--------|--------|-----------------|--------|
| **Membership****Sales** | $      | ----      |   |   | ----      |   |   |  973,426   |   |
| **Membership Dues**     | $      | 1,928,687 |   |   | 2,192,932 |   |   |  2,443,758 |   |
| **Total**               | $      | 1,928,687 |   |   | 2,192,932 |   |   |  3,417,184 |   |

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For the fiscal period 2010, atotal for both travel clubs (Snowbird Vacations (Snowbirds) and FamilyVacations Centers (FVC)) of Nil (2009 – Nil, 2008 – 1,030) travel clubmemberships were sold for a mean average non-refundable purchase price of $Nil(2009 - $Nil, 2008 - $3,196).

Both Snowbird and FVC Travel clubmemberships are due in full at the time of sale, and may either be paid in cashor financed by the Company (see Travel Club - this section). Traditional Travelclub membership costs to the member range from $995 for a trial membership to$7,995 for a lifetime membership marketed through a bricks and mortarenvironment. The Company is seeking to foray into the Internet marketing of thetravel club program with an initial membership fee far less than previouslyrequired. 

Continued membership in bothclubs is dependent on the member paying a monthly fee of $19.95 to $29.95. Ifthe 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 solediscretion of the club. 

The Snowbird and FVC membershipentitles the members to vacation condominium rentals at discount rates throughthe Company’s wholesale network affiliation with the Cooperative Association ofResort Exchangers (“C.A.R.E.”), and discount travel at rates marginally abovethe cost to the travel agency. The Company has sold the following travel clubmemberships: 

|                                                       |   | **2009** |   |   | **2009** |   |   | **2008**        |   |
|------------------------------------------------------------|--------|----------|--------|--------|----------|--------|--------|-----------------|--------|
|                                                       |   |     |   |   |     |   |   |            |   |
| **Travel Club Memberships entered into for the period**    | $      | –   |   | $      | –   |   | $      |  2,400,019 |   |
|                                                       |   |     |   |   |     |   |   |            |   |
| **Amount recognized as revenue during the year**           |   | –   |   |   | –   |   |   |  (297,532  | )      |
|                                                       |   |     |   |   |     |   |   |            |   |
| **Future years revenue to be earned from current year**    |   | –   |   |   | –   |   |   |            |   |
| **Membership agreements**                                  |   |     |   |   |     |   |   | 2,102,487       |   |
| **Cash collected during the year related to future years** |   | (346,845 | )      |   | (517,769 | )      |   | (1,687,304      | )      |
| **revenue**                                                |   |     |   |   |     |   |   |            |   |
| **Amounts due to be received in subsequent years**         | $      | –   |   | $      | –   |   | $      | 415,183         |   |
| ** from current period membership agreements**        |   |     |   |   |     |   |   |            |   |

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

Additionally the Company originallyintended to acquire a 25% interest in a mixed use development property inNeedles California for US$1,000,000. The 22 acre property with 850 feet ofwaterfront on the Colorado River has a marina with a 20,000 square foot storagefacility for marine based activity. As the property is developed to variousstages differing options to include condo / townhomes for either fullownership, fractional ownership of timeshare intervals will be explored. TheCanadian travel club membership would be offered a product in a southern UnitedStates location that has an extended season of favorable weather conditions.Subsequent to fiscal year end 2008, the Company discovered that the investeehad failed to raise the additional capital as planned. As a result, theownership interest actually acquired by the Company was 54% instead of 25% asoriginally intended. Accordingly, the Company has restated the presentation ofits investment to consolidate the net assets of Colorado River Resorts LLC (the“LLC”) as of September 30, 2008. .  Subsequent to the initial investment, theLLC entered into a sale and purchase agreement to acquire the developmentproperty. The deterioration of the real estate market in the southern UnitedStates by the end of fiscal 2008 triggered an impairment analysis of theinvestment in the property.  The fair value of the property, based on anindependent appraisal, had deteriorated below the value of the outstandingmortgage and therefore the fair value of the asset group was determined to bezero. Accordingly, a write down of the property of $1,619,163 was recognized in2008. An impairment charge for the remaining balance of $7,602,530 wasrecognized in the year ending September 30, 2009. The impairment was offset bythe derecognition of the promissory note to the same value upon the foreclosureof the property. A gain on the settlement of adebt owed by the LLC to a related party, in the amount of $484,225, wasrecognized in the year ending September 30, 2010.

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Travel Industry Overview

The Company presently operates inthe leisure travel marketplace. The advances of technology and in particularproliferation of the Internet combined with an aging population have had themost creative effect on all areas of the Leisure Lifestyle industry. The Companybelieves these trends will continue in the future.

The travel industry has beenchallenged by a variety of negative drivers in the new millennium, includingslowed economic growth, advances in technology and dramatically heightenedconcerns about security, war, terrorism, and disease. Between 2000 and 2003,domestic business travel fell by 15%, airline travel by 14%, and internationaltravel to the U.S. was down by 21%. Since 2003, however, virtually all sectorsof the travel industry have experienced growth. In late 2008 and in 2009, theeconomic meltdown along with restricted travel over swine flu fears and stifferborder policies between Canada and the U.S. caused tourism spending to dropdramatically.

According toStatistics Canada, tourism spending in Canada rose 0.3% in real terms inthe fourth quarter, as increased spending by Canadians at home more than offseta decline in foreign tourism spending in Canada.  This was the sixthconsecutive quarterly increase in tourism spending in Canada for a cumulativegain of 6.7% since the second quarter of 2009.

For its existing traveloperations, the Company plans to achieve continued growth of its travel clubmemberships through four key areas: 

1) Licensing Snowbird vacationtravel club sales and marketing operations and entering the Internet marketingmarketplace to promote memberships. 

2) Diversification of its travelservices to include varying types of travel products including marine products.

3) Affiliating with existingaffinity groups to provide travel service to their memberships. 

4) Increasing membership basedoperations though merger or acquisition of existing travel clubs.

Each facet of the Company’s traveland membership based developments are interconnected. With growth in membershipthe Company’s requirements for inventory and vacation options increases. Forthe Company’s membership operations, the primary goal is to increasememberships by marketing, its secondary goal being to increase the number ofproduct offerings available to its members for vacations, and its tertiary goalbeing to successfully expand its entrance into the Life Settlement market. 

Charter Cruises

The Company owns and a 120 footpassenger carrying motor vessel MV Spirit of Two-Thousand-and-Ten. The vesselis for charter cruises to the Pacific Northwest, Alaska and Baja Mexico inaddition to day and evening dinner cruises from its home port in Vancouver,B.C. Approximately 40% of the custom yacht cruise market are full yachtcharters by a single entity for a corporate retreat, corporate awards programand family retreats etc. Charters will be available to the general public inaddition to the existing travel club membership. The Company is beginning themarketing and promotion too many tourism based organizations and has a web sitewww.spirityachtcharters.comto present the vessel and provide an overview of the yacht offering. 

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The Company had established aninitial construction credit facility with Caterpillar Financial Services for upto $3 million USD which had provided funding for the project. The Companysubsequently had the credit facility increased to $4.3 million USD in spring of2007. The construction loan has been converted to a 5 year term loan facilityof $5 million USD with an interest rate of 7%. The Company spent $1,959,858 infiscal year ending September 30, 2009, $410,872 in fiscal year ending September30, 2010.

Life Settlements

In 2005, Forum began toinvestigate the business opportunities in the secondary Life Insurance marketalso known as *“Life Settlements”*. The Company began researching thestrategy of purchasing life insurancepolicies from consumers actively interested in selling their policies. Forumhas invested by purchasing a beneficial interest in Life Insurance policiesissued in the Unites States sold by the policy holders with life expectanciesof 6 to 15 years. The Company has becomes the irrevocable beneficiary of thesepolicies. 

Although relatively new, the LifeSettlement market is the fastest growing segment of the financial servicesindustry. The life insurance industry is a “double digit” trillion dollarindustry and the Life Settlement market is projected to grow significantlywithin the next few years. The senior and the baby boomer markets are the fastest growing segments of the population, resulting inbillions of dollars in policies rolling into the Life Settlement policyindustry annually.

Expected growth of the LifeSettlement market will parallel the aging population boom. The significant,additional money that many policy holders receive from life settlementcompanies in the secondary market represents “found money”; turningotherwise illiquid assets into cash. In general, this windfall significantlyimproves the lifestyle of the policy holder when most seniors need it, i.e. --allowing them to afford long-term health care or maintain their currentstandard of living for many more additional years. Legitimate Life Settlementcompanies have been described as providing a “socially responsible” service. 

The Company began to research theLife Settlement and has completed a substantial amount of due-diligence andinvested capital to create large channels of Life Settlement “policy flow”. TheCompany believes successful entrance and capture of market share in thisemerging industry will dominate the future Company direction and the allocationof resources. The Company is currently sourcing Life Settlement policiesthrough “Business to Business” (B2B) Channels and expects to launch a “Businessto Consumer” (B2C) Channel. 

The Company uses an industrystandard 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 expectancyreports to determine an acceptable purchase price. In fiscal 2008, the Companyentered the Life Settlement industry with the initial purchase of $30,930 thousandUSD 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 bythe Company in July of 2007. During the third quarter of 2008 a $5 Million USDpolicy matured resulting in a portfolio face value of $25,930 thousand USD at acost of $1,548,070 ($1,506,473 USD) at the end of the financial year 2009. In 2010, the Company after reviewing its portfolio, wrote down the face valueof Life Insurance polices to $15,833 thousand USD.

Life Settlement IndustryOverview

Following the theme of olderadults and the growth of the group as a percentage of the population, theCompany is entering the Life Settlement market. The exact size of the market isdifficult to accurately quantify. In 2005, Sanford C. Bernstein & Co., LLC,a research unit of Alliance Bernstein L.P. estimated the market to beapproximately $13 

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billion in face value of policies purchased from 1998 through  2005. Data from the American  Council of Life Insurers shows that the voluntary termination rates for  individual policies has dropped steadily from 6.6% in 2002 to 5.1% in  2007.  Because the decline in the lapse rate coincides with the  increasing number of reported life settlement transactions, we believe this  indicates that more policyholders are choosing to sell their policies in life  settlement transactions rather than voluntarily terminating these policies.  We  also believe this corroborates predictions that the life settlement market will  continue to grow in size as these transactions become more familiar to  policyholders.

The growth is expected tocontinue in the next few decades with the increase in the number of olderAmericans. American seniors consider selling their policies in the secondaryLife Settlement market for a variety of reasons including: 

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

Income... Many companies haveencountered financial trouble and therefore pensions have been reduced or wipedout. In 2003, 1,197 companies eliminated their pensions reported the AmericanFederation of Labor jeopardizing the retirement of thousands who presumed thesefunds were guaranteed. 

Debt Crisis... Many seniors do notadequately save or plan financially for retirement. USA Today, Jan/07 “seniorsare becoming the face of the indebted and the fastest population groupseeking 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... Alooming large risk for seniors is government social security -- a criticalsource of income – which could go bankrupt and not be able to supportthe growing seniors market. At a minimum, social security benefit payments areestimated to be reduced.

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

The Company recognizes that itneeds to be innovative and pioneer new avenues for business development.A key to the Company’s future development is the expansion and retention of itsexisting Travel Club membership base, adding other “Membership” based serviceand or product offerings to specific demographic groups. Additionally newopportunities have encouraged the Company to expand and position itself forentry into the Life Settlement market. 

Government Regulations

On September 30, 2008 theCanadian governments “no call registry” went into effect. The new law allowsconsumers who do not wish to be “solicited” and receive telemarketing calls toregister on the federal government’s nationwide list. The “no call list” hasreceived millions of registrants. A similar law was enacted in the UnitedStates on October 1, 2003. These regulation effect the Companies historicalmethod of direct marketing to consumers of its travel products.

In the 1990’s with the growth ofthe Life Settlement industry various states introduced legislation. The statelegislative actions were designed to introduce consumer protection type regulationsfor policy holders and purchasers while the federal government with theSecurities and Exchange Commission seeks to regulate the market for theprotection of a purchaser. Most states require the licensing of life settlementbrokers and providers, mandate disclosures to sellers or purchasers or both,require periodic reporting requirements, and set forth prohibited businesspractices. It is anticipated within the next 3 years that all states will havesome form of regulation governing commerce in the Life Settlement industry. 

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The United States Securities andExchange Commission treat Life Settlements as securities under state andfederal securities law when viewed as a structured product. No state federal orregulatory body or private litigant has successfully asserted that oursettlements transactions are under state or federal law. As the purchaser orpossible seller of policies we represent that we are a sophisticated individualand have diminutive needs for protection afforded by securities laws. We haveutilized some exceptions and exemptions in conducting our life settlementtransactions.

The insurance industry is highlyregulated. The Company is not required to be licensed as an insurance companyor insurance broker as the Company does not issue policies. Regulations thatcover policy terms, premium payment, transferability, and receipt of policybenefits could adversely affect the secondary market for life settlements inwhich the company operates.

There can be no assurance thatunforeseen developments or introduction of legislation, laws, and other factorsin Consumer, Securities or Insurance regulations at Federal or State level willnot alter the Company’s ability to achieve it growth targets for marketing andselling Travel Club programs or entering and operating in the Life Settlementmarket. 

**C) ORGANIZATIONAL STRUCTURE**

As of December 31, 2010, thefollowing is a list of all the Company’s subsidiaries, all of which are whollyowned and over which the Company holds 100% voting control :

|                                      |   |      |   | Incorporating             | Date of Acquisition |
|-------------------------------------------|--------|-----------|--------|---------------------------|---------------------|
| Subsidiaries                              |   | Ownership |   | Jurisdiction              | or Incorporation    |
|                                      |   |      |   |                      |                |
| Intravelnet Ltd.                          |   | 100%      |   | Ontario, Canada           | July 25, 2003       |
| ATM Travel Group Ltd. (“ATM”)   |   | 100%      |   | British Columbia, Canada  | April 3, 2000       |
| International Fitness Vacations (BC) Ltd. |   | 100%      |   | British Columbia, Canada  | December 31, 2006   |
| American Life Settlement Society LLC      |   | 100%      |   | State of Delaware, USA    | November 15, 2007   |
| Spirit  Yacht Charters Ltd.               |   | 100%      |   | British  Columbia, Canada | August  7, 2008     |

Properties

Office Leases 

The Company is headquartered at Suite180, 13040, No 2 Road, Richmond, B.C. Canada V7E 2G1where it rents 1500 sq. ft.office space housing its principal corporate, accounting, and yacht charteroperations. 

The Company operates its customerand travel services operations from an office it leases in Burlington Ontario,situated at Unit 1, 499 Brandt Street, Burlington, Ontario L7R 2G5. TheCompany's lease for this 660 sq. ft. space expires on September 30, 2012. 

The Company believes that itscurrent facilities are adequate for its current administrative and health cluboperations but may need expansion to accommodate the Spirit Yacht Charters andLife Settlement operations.

Motor Vessels 

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The Company owns a 120-foot TriLevel 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 |
| Post Meeting                   | 1       | Type: 43 ft. motor vessel sunbridge cruiser of fiberglass  construction                            |

The Spirit of Two thousand andTen is for charter cruises to the Pacific Northwest, Alaska and Baja Mexico inaddition 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 entityfor a corporate retreat, corporate awards program and family retreats etc.Charters will be available to the general public in addition to the existingtravel club membership. The Company is beginning the marketing and promotion tomany tourism based organizations and has a web site www.spirityachtcharters.com topresent the vessel and provide an overview of the yacht offering. 

The Company has completed therebuild on its 120 feet motor vessel MV Spirit of Two Thousand and Ten. The Companyhad established an initial construction credit facility with CaterpillarFinancial Services for up to $3 million USD which hadprovided funding for the project. The Company subsequently had the creditfacility increased to $4.3 million USD in spring of 2007. The construction loanhas been converted to a 5 year term loan facility of $5 million USD with aninterest rate of 7%. The Company spent $2,107,677 in fiscal year ending September30, 2009, and $410,872 in fiscal year ending September 30, 2010. 

**ITEM V. OPERATING AND FINANCIAL REVIEW ANDPROSPECTS**

The following discussion of thefinancial condition, changes in financial condition and results of operationsof the Company for the years ended September 30, 2010 and September 30, 2009and years ended September 30, 2010 and should be read in conjunction with theConsolidated Financial Statements of the Company for the years ended September30, 2010 and September 30, 2009 and the year ended September 30, 2008. Exceptas otherwise indicated, all dollar amounts contained in this discussion andanalysis and the Consolidated Financial Statements are in Canadian dollars. Thefinancial information presented in the Consolidated Financial Statements wasprepared in accordance with generally accepted accounting principles (GAAP) inCanada. Note 23 of theseConsolidated Financial Statements of the Company set forth the materialdifferences between Canadian and U.S. GAAP.

**A) OPERATING RESULTS**

Critical Accounting Policies

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

The detailed accounting policiesare listed in Note 2 to the Financial Statements for the year ended September30, 2010. Included below is a discussion of the accounting policies that areaffected by the most significant judgments and estimates used in thepreparation of the financial statements, how such policies are applied and howresults differing from the estimates and assumptions would affect the amountspresented in the financial statements. Other accounting policies also have asignificant effect on our financial statements, and some of these policies alsorequire the use of estimates and assumptions.

Revenue Recognition 

The Companygenerates revenues from yacht charter operations and the sale of membershipsand dues. In accordance with CICA HB 3400, Revenue, the portion of revenuereceived from members, 

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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.  Gains from  matured life insurance policies and revaluation of life settlement investments  are recorded as Other Income and are excluded from Operating Income.

During the year ended September30, 2008, the Company entered into the life settlement industry. The Companyrecords investments in the life settlement contracts at fair value on eachbalance sheet date. Any changes to fair value will be recognized in the OtherIncome in the period in which the changes occur. Gains from matured lifeinsurance policies and revaluation of life settlement investments are recordedas Other Income and are excluded from Operating Income.

Impairments of Long LivedAssets

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

Accounts Receivable

The Company generates a portionof revenue and related accounts receivable from travel memberships. Managementevaluates the collectability of our accounts receivable based on a combinationof factors. In circumstances where we are aware of a specific customer'sinability to meet its financial obligations, a specific reserve for bad debtsagainst amounts due is recorded to reduce the recognized receivable to the netamount we reasonably believe will be collected. For all other customers,reserves are recognized for bad debts based on past write-off history and thelength of time the receivables are past due. 

Financial Instruments

Financial instruments areinitially recognized at fair value. The fair value of a financial instrument isthe amount of consideration that would be agreed upon in an arm’s-lengthtransaction between knowledgeable, willing parties who are under no compulsionto act. Fair values of financial instruments are based on independent pricesquoted in active markets. In the absence of an active market, fair values aredetermined based on valuation models such as discounted cash flows, whichrequire the use of assumptions concerning the amount of timing of estimated futurecash flows and discount rates. Subsequent measurement depends on management’sclassification of the financial assets as held-for-trading, available–for-sale, held-to-maturity or loans and receivables, and financial liabilitiesas held-for-trading or other liabilities. The classification of financialinstruments depends on the nature of and the purpose of the financialinstruments, management’s choice and in some circumstances, management’sintentions. 

Held-for-trading

Financial instruments classifiedas held-for-trading are measured at fair value with the realized and unrealizedchanges in fair value recognized each reporting period through interest andfinancing costs, net on the consolidated statement of earnings. 

Available-for-sale

Financial assets classified asavailable-for-sale are measured at fair value with the unrealized changes infair value recorded each reporting period in OCI. Investments in equityinstruments classified as available-for-sale do not have the quoted price in anactive market are recorded at cost. Each reporting period, available-for-saleassets are written down to fair value through interest and financing costs, neton the consolidated statement of earnings to reflect impairments that areconsidered to be other than temporary. 

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Held-to-maturity, loans andreceivables and other liabilities

Financial instruments classifiedas held-to-maturity, loans and receivables and other liabilities are measuredat amortized cost using the effective interest method 

The following table summarizesthe Company’s selected financial instrument classifications based on itsintentions: 

| Financial instrument                        | Classification        |
|---------------------------------------------|-----------------------|
|                                        |                  |
| Cash and cash equivalents                   | Held-for-trading      |
| Funds held in trust                         | Held-for-trading      |
| Short-term deposits                         | Held-to-maturity      |
| Marketable securities                       | Held-for-trading      |
| Amounts and notes receivable                | Loans and receivables |
| Life settlement contract receivable         | Loans and receivables |
| Other receivables and related party advance | 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 and due to broker        | Other liabilities     |
| Promissory note payable                     | Other liabilities     |
| Long term debt                              | Other liabilities     |
| Loan from related parties                   | Other liabilities     |

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Selected Annual Information

The following depicts some of theCompany’s significant operating results: 

|                             |   |       |   |   | **Year End** |   |   |            |   |
|----------------------------------|--------|------------|--------|--------|--------------|--------|--------|-----------------|--------|
|                             |   | **2010**   |   |   | **2009**     |   |   | **2008**        |   |
| Travel Club Memberships Sold     | $      | –     |   | $      | –       |   | $      |  2,400,019 |   |
|                             |   |       |   |   |         |   |   |            |   |
| Amount Recognized as             |   | –     |   |   | –       |   |   | 297,532         |   |
| Revenue during the year          |   |       |   |   |         |   |   |            |   |
| Membership Dues                  | $      | 2,181,920  |   | $      | 2,358,067    |   | $      |  2,443,758 |   |
| # Travel Club Memberships        |   | –     |   |   | –       |   |   | 1,030           |   |
| Sold                             |   |       |   |   |         |   |   |            |   |
| Mean Average Membership          | $      | –     |   | $      | –       |   | $      |  3,196     |   |
| Price                            |   |       |   |   |         |   |   |            |   |
| Net Income (Loss) for the period | $      | (3,464,951 | )      | $      | (5,344,283   | )      | $      | (871,640        | )      |
| Basic Income (Loss) per Share    | $      | (0.12      | )      | $      | (0.19        | )      | $      | (0.03           | )      |
| Diluted Income (Loss) per Share  | $      | (0.12      | )      | $      | (0.19        | )      | $      | (0.03           | )      |

For the year ended September 30,2010 Travel Club Memberships sales remained at $Nil compared to ($Nil –September 30, 2009, $2,400,019 –September 30, 2008), with amount recognized asrevenue during the year ended September 30, 2010 remaining at $Nil ($NilSeptember 30, 2009, $297,532 –September 30, 2008), as a direct result ofceasing the marketing operations of the travel clubs in 2008. Total revenue increasedduring the year ended September 30, 2010 to $4,197,712 ($3,740,558 – year endedSeptember 30, 2009, $3,717,154 –September 30, 2008) as a result of taking intoincome deferred revenue built up in prior periods.

For the year ended  September 30, 2010, cash flow used in operations increased $125,094 due mainly  to the increase in servicing the life settlement policy premium payments during  the year, compared to cash flows used in operating activities of $672,440 for  the year ended September 30, 2009 and cash flows used in operating activities  of $652,811 for the year ended September 30, 2008.

The Company recorded revenuesfrom membership dues and travel club membership sold of $4,078,187 for the yearended September 30, 2010 and $3,514,525 for the year ended September 30, 2009 and$3,593,847 for the year ended September 30, 2008. The Company anticipates duesto decrease slightly from the level obtained in 2010 for the year endedSeptember 30, 2011 based on limited membership marketing levels achieved in 2010and natural attrition.

For the year ended September 30, 2010a total of nil travel club memberships were sold or acquired, a decrease of 100% (123 for year ended September 30, 2009, 275 for year ended September 30, 2008).For the year ended September 30, 2010 the mean average non-refundable travelclub membership purchase price remained at $Nil ($nil for year ended September30, 2009, and $3,196 for year ended September 30, 2008).

A loss of $3,464,951  was recorded for the year ended September 30, 2010, as compared to $5,344,283  for year ended September 30, 2009. In 2009 a net loss of $5,344,283 was due  largely as result of the impairments on the motor vessel recognized as at  years’ end. Basic loss-per-share was $0.12 for the year ended September 30, 2010  compared to a loss per share of $0. 19 for the year ended September 30, 2009;  loss per share of $0.03 – for the year ended September 30, 2008. 

There were 29,140,984 sharesissued as of September 30, 2010 and 28,856,984 issued as of September 30, 2009 and28,439,611 at September 30, 2008. In April 2007 the company completed a 3-for-1forward split increasing the outstanding shares by 9,240,578 to 13,860,867. OnJune 29, 2007, the Company completed a private placementand issued 11,000,000 common shares of the Company at US $0.50 per share forgross proceeds of $5,773,918 (US $5,500,000). On July 4, 2007, the Companycompleted a private placement and issued 3,500,000 common shares at US $1.00per share for gross proceeds of $3,650,396 (US $3,500,000) increasing theissued and outstanding shares to 28,409,611 at September 30, 2007. Basicearnings-per-share is calculated using the weighted average number of commonshares outstanding during the year.

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The Series “A” preferenceconvertible shares and the Series “B” preference convertible shares are notincluded in the calculation of basic earnings per share, because managementconsiders these shares to have barriers to conversion, excluding them from thecalculation of basic earnings per share.

For the year ended  September 30, 2010, the weighted average number of shares outstanding was 28,645,113.  The fully diluted weighted average number of shares outstanding, which assumes  the conversion of all Series “A” preference convertible shares and Series “B” preference  convertible shares was 90,507,518. However, in a loss year, common shares  equivalents are excluded from the calculation of diluted earnings (loss) per  share as the effect would be anti dilutive.

For the year ended  September 30, 2010 expenses decreased by 18% or $1,048,806 due to corporate  cost cutting measures. The largest expense increase was amortization of  property and equipment to $729,452 (2009 - $406,785, 2008 - $86,078) due to the  full year of amortization of the 120 foot Motor Vessel .

 General and  Administration expense decreased 17% or $484,973 to $2,328,544 during fiscal 2010,  compared to $2,813,517in fiscal 2009, $2,367,823 in fiscal 2008.

For the year ended September 30, 2010,the largest decrease in expenses of $684,738 occurred in amortization ofpurchased memberships to $nil, (2009 - $1,751,700, 2008 - $3,060,503). Thedecrease was a direct result of the impairment of the intangible asset acquiredin the purchase of Family Vacations Center in a previous fiscal year.

For the year ended September 30, 2010,the third largest decrease in expenses of $118,029 occurred in Wages to $1,633,671,(2009 - $1,308,803, 2008 – $394,386). The decrease was the result of increased corporateefficiencies and reductions in labor costs where possible.

For the year ended September 30,2009, the largest decrease in expenses of $1,308,803 occurred in Wages to$1,751,700, (2008 - $3,060,503; nine months ended September 30, 2007 -$3,437,026). The decrease was a direct result of the wind-up of the sales &marketing operations of Family Vacations Center in the prior year.

For the year ended September 30,2009, the second largest decrease in expenses of $182,022 occurred in Bad Debtsto $212,364, (2008 – $394,386; nine months ended September 30, 2007 - $Nil).The decrease was the result of increased collection efforts related to notereceivables during the fiscal period.

For the year ended September 30,2009, the third largest decrease in expenses of $137,264 occurred in commissioncosts to $31,983, (2008 – $169,247; nine months ended September 30, 2007 -$656,842). The decrease was a direct result of the wind-up of the sales &marketing operations of Family Vacations Center in the prior year.

**B) LIQUIDITY AND CAPITAL RESOURCES**

Liquidity

As of December 31, 2010 theCompany had in excess of $337,935 cash on deposit. 

In 2010 the working  capital surplus decrease to a deficiency of $3,366,190 primarily due to the  sales the company’s marketable securities portfolio, which decreased $2,240,324  to $51 as at September 30, 2010.

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In 2009, the working capitaldeficit decreased $7,189,600 to a surplus of $817,711 primarily due to settlementof debt for shares made in the acquisition of Family Vacation Centers, and theforeclosure of the property within Colorado River Resorts LLC, in fullsettlement of the promissory note payable.

In 2008, the working capitalsurplus decreased $13,904,188 to a deficit of ($6,371,889) primarily due toinvestments made in Life Settlements, Family Vacation Centers and thecorresponding short term obligations for the Colorado River propertyinvestment.

The Companycontinues to operate its travel club operations by continuously adjusting itsoperations accordingly and plans to generate sufficient operating capital foroperations in the short-term. For rapid long-term growth specifically thedevelopment of the Life Settlement operations additional capital is required.The Company’s 120-foot motor vessel is completed and the vessel contributed somerevenue in fiscal 2010. 

Financing the work on the vesselto date has been from operations, a credit facility from Caterpillar FinancialServices, and funds raised. The credit facility with Caterpillar FinancialServices 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 USDin spring of 2007. The construction loan has been converted to a 5 year termloan facility of $5 million USD with an interest rate of 7%. The Company spent$2,949,292 in fiscal year ending September 30, 2008, $2,107,677 in fiscal yearending September 30, 2009 and another $410,872 to September 30, 2010. TheCompany does not currently hedge against foreign exchange or interest ratefluctuations. 

The Company’s total  Revenues for the year ended September 30, 2010 increased by $457,154 to $4,197,712  (2009 - $3,740,558). The increase was the result of the increased membership  revenues and an increase in travel bookings . Fair value changes on the  investment in life settlements was recorded under “Other Income (expenses)”,  totaling $(1,582,464) (2009 - $775,207, 2008 - $5,447,464).

Capital Resources

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

For the year ended  September 30, 2010, cash flow used in operations increased $125,094 or 19% to $797,534  due to an increase in expenses due to servicing the life settlement policy  premiums, compared to cash flows used in operating activities of $672,440 for  the year ended September 30, 2009 and cash flows used in operating activities  of $652,811 for the year ended September 30, 2008.

Financing the work on the vesselto date has been from operations, a credit facility from Caterpillar FinancialServices, and funds raised. The credit facility with Caterpillar FinancialServices 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 USDin spring of 2007. The construction loan has been converted to a 5 year termloan facility of $5 million USD with an interest rate of 7%. The Company spent$2,949,292 in fiscal year ending September 30, 2008, $2,107,677 in fiscal yearending September 30, 2009 and another $410,872 to September 30, 2010. TheCompany does not currently hedge against foreign exchange or interest ratefluctuations. 

The Company estimates that itscash and cash equivalents will not be sufficient to meet its capitalrequirements for given its current business structure in the next year.However, its forecast of the period of time through which its financialresources will be adequate to support its operations is a forward-lookingstatement that involves risks and uncertainties, and actual results could varymaterially. If the Company is unable to raise additional capital when requiredor on acceptable terms, it may have to delay, scale back on some plannedinitiatives.

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

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Quantitativeand Qualitative Disclosures about Market Risk

The Company does not have anyderivative financial instruments. The exposure to market risk is limited tointerest and exchange rate sensitivity. The Company’s long term debt isdenominated in US dollars with a fixed interest rate of 7%. The Company istherefore affected by changes in the Canadian dollar exchange rate. The primarystrategy of the Company’s borrowing activities was to preserve principal bykeeping funds in US dollars and converting to Canadian dollars when required. Giventhe fluctuation of the US Dollar for the year ended September 30, 2010 theCompany did not receive any additional earnings related to exchange ratefluctuations. The Company does not currently hedge against either foreignexchange. 

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

The Company’s has expended nomaterial research and development expenses for the last three fiscal years. 

**D) TREND INFORMATION**

The Company’s historical businessis providing travel services for the members of its travel clubs. A travel clubmembership entitles the member to access discount travel at rates marginallyabove the cost to the travel agency as well as vacation condominium rentals atdiscount rates. The Company is affected by the sales and marketing trends anduncertainties in the leisure-travel business. The Company can give noassurances that licensed marketing efforts or Internet marketing efforts willbe successful in the future. In the alternative the Company is activelyinvestigating other non-traditional marketing strategies that differ from theprevious historical model the Company operated within. 

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

The Company's historical coregrowth depends in part, upon the continuing sales and marketing of its TravelClub products. If the Company is unable to secure an Operator, is unable tocontract a Licensee, or implement other Internet marketing efforts, its abilityto effectively grow and expand its business could be impaired. In addition tosecuring an Operator or contracting a Licensee, the Company’s traditionalgrowth has been dependent upon the success of these entities operations. (SeeItem 3 Risk factors, Ability to Attract and retain Successful Licensees orOperators). 

As of December 31, 2010, theCompany has 7,169 (2009: 9,143) active family memberships, with 6,421 (2009:8,213) current and 748 (2009: 930) in arrears in monthly membership dues orpayments. During the last fiscal year the club did not engage in sales of newmemberships compared to the year ended September 30, 2009 – 95, and year endedSeptember 30, 2008 – 1,030 new memberships. The mean average sales price of amembership sold during the year ended September 30, 2010 remained at $Nilcompared with $Nil in year ended September 30, 2009 and $3,196 in year endedSeptember 30, 2008. The Company is unable to project with accuracy sales totalsfor the period September 30, 2011. The Company is not marketing membership atthat time. The Company is anticipating the launch of an Internet marketingeffort but is unproven as of yet to the Company. Sales totals for the yearended September 30, 2010 were $Nil and for the year ended September 30, 2009they were $Nil and $2,400,019 for the year ended September 30, 2008.

The operating costs  of the company decreased $1,048,806 for the year ended September 30, 2010 to  $4,852,281, compared to the $5,901,087 for the year ended September 30, 2009,  and $6,762,775 for the year ended September 30, 2008. The decrease in operating  costs has been a direct result of managements’ cost savings measures and the wind  down of Family Vacation Centers marketing operations in previous years.

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In addition to the core travelbusiness the Company has entered the Life Settlement market. The Companybelieves successful development and capture of market share in this capitalintensive emerging industry will dominate the future Company direction and the allocationof resources.

The Company is currently sourcingLife Settlement policies through “Business to Business” (B2B) Channels andexpects to launch a “Business to Consumer” (B2C) Channel subject to funding. Tooperate the “Business to Consumer” (B2C) Channel, the Company formed “AmericanLife Settlement Society LLC” duly formed under the laws of the state ofDelaware on the 15th day of November 2007.

The Company uses an industrystandard 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 expectancyreports and CDC reports on nationwide mortality statistics to determine anacceptable purchase price. In fiscal 2008, the Company entered the LifeSettlement industry with the initial purchase of $30,930 thousand USD facevalue 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 inJuly of 2007. During the third quarter of 2008 a $5 Million USD policy maturedresulting 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 2008 financial year 2009. In 2010 theCompany after reviewing its portfolio, wrote down the face value of LifeInsurance polices to $15,833 thousand USD. 

To expand beyond is presentfinancial capabilities in the Life Settlement market and other businessventures, additional financing will be sought. There can be no assurances theCompany will be able to generate sufficient investment from borrowing, the saleof equity, or a combination thereof to rapidly grow its life Settlementdivision. If additional financing is required, there is no certainty it will beavailable when and to the extent required or that if available, it will be onacceptable terms. If adequate funds are not available on acceptable terms, theCompany 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. Thisand other risks related to operating in the Life Settlement industry could havea material adverse effect on the Company's operations and planned growth. (SeeItem 3 Risk factors, The Company May Require Additional Capital). 

The Company has completed therebuild on its 120 feet motor vessel MV Spirit of Two Thousand and Ten. TheCompany had established an initial construction credit facility withCaterpillar Financial Services for up to $3 million USD which had providedfunding for the project. The Company subsequently had the credit facilityincreased to $4.3 million USD in spring of 2007. The construction loan has beenconverted to a 5 year term loan facility of $5 million USD at a fixed interestrate of 7% per annum. The Company spent $2,949,292 in fiscal year endingSeptember 30, 2008, $2,107,677 in fiscal year ending September 30, 2009 andanother $410,872 to September 30, 2010. 

The Company is beginning themarketing and promotion too many tourism based organizations and has a web sitewww.spirityachtcharters.com topresent the vessel and provide an overview of the yacht offering. As a newbusiness venture the Company generated $69,642 charter revenue from themarketing of the yacht in fiscal 2010 (2009 - $175,331) and is unable at thistime to accurately project any revenue amounts to be generated in 2011 season.

The Company believes the existingtravel club membership will have minimal growth if any while projecting some growthin revenue from charter sales operations. The corporate growth is anticipatedto arise from development and implementation of its business plan for the LifeSettlement market.

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Forwardlooking statements are made based on management’s reasonable beliefs, estimatesand opinions on the date the statements are made. However, theseforward-looking statements involve known and unknown risks, uncertainties andother factors that may cause our actual results, performance or achievements orindustry results to be materially different from any future results,performance or achievements expressed or implied by such forward-lookingstatements. 

**E) OFF-BALANCE SHEET ARRANGEMENTS**

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

**F) TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

The following table is a summaryof our contractual obligations as of September 30, 2010: 

Expected paymentsby period as at September 30, 2010

|                                     |   | Within 1 year | 1-2 years   | 2-3 years   | 3-4 years     | 4-5 years   | 5 + years     | Total          |
|------------------------------------------|--------|---------------|-------------|-------------|---------------|-------------|---------------|----------------|
| Accounts payable and accrued liabilities | $      | 570,662       | –      | –      | –        | –      | –        | 570,662        |
| Due to broker                            |   | 97,146        | –      | –      | –        | –      | –        | 97,416         |
| Secured borrowing                        |   | 106,341       | –      | –      | –        | –      | –        | 106,341        |
| Loans from related parties               |   | 92,033        | –      | –      | –        | –      | –        | 92,033         |
| Life settlement premiums*                |   | 366,814       | 385,154     | 404,412     | 424,633       | 445,864     | 2,017,818     | 4,044,695      |
| Long-term debt                           |   | 177,128       | 139,734     | 148,274     | 4,558,190     | –      | –        | 5,023,326      |
| Lease and Contracts                      |   | 50,508        | 33,965      | 22,438      | 4,144         | –      | –        | 111,055        |
| **TOTAL**                                | **$**  | **1,460,632** | **558,853** | **575,124** | **4,986,967** | **445,864** | **2,017,818** | **10,045,528** |

*****Contractual long termdebt obligations do not include interest. In January 2009 the Company’s longterm debt was converted to a $5.0 million term loan in US funds withCaterpillar Financial Services Corporations having a 5 year bearing interest atfixed rate of 7% per annum. 

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

*** The amounts advanced byrelated parties are unsecured, non-interest bearing and does not form part ofcontractual obligations.

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**G) SAFE HARBOR**

This discussion includes certainstatements that may be deemed "forward-looking statements". Allstatements in this discussion, other than statements of historical facts, thataddress future operation activities, growth and events or developments that theCompany expects, are forward-looking statements. 

Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and actual results or developments may differ materially from thosein the forward-looking statements. Factors that could cause actual results todiffer materially from those in forward-looking statements include: the tourismdemand, market prices, government regulation, continued availability of capitaland financing, and general economic, market or business conditions. Investorsare cautioned that any such statements are not guarantees of future performanceand that actual results or developments may differ materially from thoseprojected in the forward-looking statements. 

**ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**

**A) DIRECTORS AND SENIOR MANAGEMENT**

The names and municipality ofresidence of each of the directors and officers of the Company, the principaloccupations in which each has been engaged during the immediately precedingfive years, and their respective ownership of the Company's common shares as atthe 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                         |

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Family Relationships

There are no family relationshipsbetween any directors or executive officers and any other director or executiveofficer. Each Director serves for a term of one year or until the next annualmeeting of the shareholders at which Directors are elected and qualified. 

Arrangements

Messrs. Teeny and McManus wereappointed to the Board of Directors concurrent with private placements raisingan aggregate total of US$ 9,000,000 completed in July 2007 with companiesrelated to Messrs. Teeny and McManus. Other than the foregoing, there are noarrangements or understandings between of our directors or executive officers,and with our major shareholders, customers, suppliers or others pursuant towhich any director or officer was or is to be selected as a director orofficer. In addition, there are no agreements or understandings for theofficers or directors to resign at the request of another person and theabove-named officers and directors are not acting on behalf of nor acting atthe direction of any other person. 

**B) COMPENSATION**

Executive Compensation andCompensation of Directors

During 2010, the Company paid$nil (September 30, 2009 $nil and September 30, 2008 $nil) in consulting feesto directors or companies controlled by directors of the Company. The Companyalso reimbursed $216,683 ($138,717 –September 30, 2009, September 30, 2008 - $112,565)to directors for expenditures made on behalf of the Company. 

The Company has an employeeextended medical / dental plan acquired with the purchase of Family VacationCenters on October 18th 2007. No directors or officers areparticipating in the plan. The Company has no pension, retirement, or othersimilar benefits for directors or officers pursuant to any existing planprovided by, or contributed to by, the Company or its subsidiaries. 

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

Stock Options

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

**C) BOARD PRACTICES**

The Board of  Directors meets formally approximately 4 to 6 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 25, 2010 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

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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, 2010 are Mr. Mike Barrett,  Mr. Chris Yergensen, and Mr. Kazunari Kohno. Messrs. Barrett, Yergensen, and  Kohno during fiscal year 2010 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 hasdetermined that the audit committee has at least one member, Mr. Barrett whoqualifies as an Audit Committee Financial Expert, as defined by relevant SECrules. As previously stated, Mr. Barrett is an independent director. The AuditCommittee is responsible for reviewing the Company's financial reportingprocedures, internal controls, and the performance of the Company's externalauditors. 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-auditassignments and related fees, reviewing accounting principles we use infinancial reporting, and reviewing the adequacy of our internal controlprocedures, including the internal audit function. The committeeis also responsible for reviewing the annual financial statements prior totheir approval by the Board of Directors. The Board has adopted a charter forthe Audit Committee in the fall of 2007. 

Remuneration Committee

The Company does not have aCompensation Committee. 

Service Contracts

The Company and its subsidiariesdo not have any service agreements with any of the directors of the Companyproviding for benefits upon termination of employment. 

**D) EMPLOYEES**

The following is a breakdown ofCompany employees as at December 31, 2010 and for the years ended September 30th2009, and 2008. 

|                                 |   | **2010*** |   |   | **2010** |   |   | **2009** |   |   | **2008** |   |
|--------------------------------------|--------|-----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|
| **Management**                       |   | 3         |   |   | 3        |   |   | 2        |   |   | 2        |   |
| **Administrative Staff**             |   | 4         |   |   | 9        |   |   | 7        |   |   | 6        |   |
| **Customer Service Representatives** |   | 5         |   |   | 6        |   |   | 10       |   |   | 11       |   |
| **IT / e-Commerce Personnel**        |   | 0         |   |   | 1        |   |   | 1        |   |   | 1        |   |
| **Fitness Club Personnel**           |   | 8         |   |   | 8        |   |   | 8        |   |   | 8        |   |
| **Yacht Charter Personnel**          |   | 2         |   |   | 4        |   |   | -        |   |   | -        |   |

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Notes: (*) as at December 31, 2010.

**E) SHARE OWNERSHIP OF MANAGEMENT**

The following table sets forththe share ownership of management as of December 31, 2010: 

| 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 |   |   | 31.16      |   |   | 1,393,398 |   |   | 10.00      |   |   | 1,393,398 |   |   | 10.00      |   |
| Jeffery Teeny(3) |   | 6,250,000 |   |   | 21.64      |   |   | 1,393,398 |   |   | 10.00      |   |   | 1,393,398 |   |   | 10.00      |   |
| Daniel Clozza    |   | 5,430,000 |   |   | 18.84      |   |   | 5,305,500 |   |   | 38.07      |   |   | 5,305,500 |   |   | 38.07      |   |
| Martin Tutschek  |   | 1,620,789 |   |   | 5.61       |   |   | 1,399,500 |   |   | 10.04      |   |   | 1,399,500 |   |   | 10.94      |   |
| Mike Barrett     |   | -         |   |   | -          |   |   | -         |   |   | -          |   |   | -         |   |   | -          |   |
| Chris Yergensen  |   | -         |   |   | -          |   |   | -         |   |   | -          |   |   | -         |   |   | -          |   |
| Kazunari Kohno   |   | -         |   |   | -          |   |   | -         |   |   | -          |   |   | -         |   |   | -          |   |

Notes: 

(1) Does not include optionsowned by directors or officers. Options are disclosed in table below. (2) Shares beneficially owned or held by Mr McManus are registered to Aliya LifeSettlement, LLC.(3) Shares beneficially owned or held by Mr Teeny are registered to TeenyAcquisitions, 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 commonshareholders on a one (1) for one (1) PRO RATA basis. The Series “A’ Preferredshares are convertible, as a Series into common shares of the Company provideda majority of the Series “A” Preferred shareholders vote in favour ofconverting the entire Series. The Series will convert into a number of commonshares that will represent 50% of the number of fully diluted common sharesafter 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 commonshareholders on a one (1) for one (1) PRO RATA basis. The Series “B” Preferredshares are convertible into common shares of the Company on a one for one basisby shareholders of record as of June 27, 2007.

Incentive Share Purchase Plan

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

The following table sets outdetail regarding stock option grants made to our Named Executive Officers issuedin our 2007 fiscal year. 

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

Notes: 

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

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

Warrants

There are no warrantsoutstanding. 

Other Dilutive Elements

All convertible debenturestotaling $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 eightpercent per annum payable semi-annually. The conversion feature of thedebenture allowed for the debenture holders to convert his capital at a rate of$6.00 US to $12.50 US per share. The Company would have 4,622 shares issued if100% of the debentures were to be converted. For the year ending September 30, 2010,$Nil, (December 31, 2006 $Nil, December 31, 2005 $Nil) of convertible debentureswas repaid. There were no conversions during the year ended September 30, 2010,2009, or 2008. 

Conflictsof Interest

Certain of the Company'sdirectors and officers may serve as directors or officers of other companies orhave significant shareholdings in other companies and, to the extent that suchother companies may participate in ventures in which the Company mayparticipate, the directors of the Company may have a conflict of interest innegotiating and concluding terms respecting the extent of such participation.In the event that such a conflict of interest rises at a meeting of theCompany's directors, a director who has such a conflict will abstain fromvoting for or against the approval of such participation or such terms. It mayoccur that a particular company will assign all or a portion of its interest ina particular asset to another of these companies due to the financial positionof the company making the assignment. In accordance with the Company Act(Ontario), the directors of the Company are required to act honestly, in goodfaith and in the best interests of the Company. In determining whether or notthe Company will acquire a particular asset, the directors will primarilyconsider the degree of risk to which the Company may be exposed and itsfinancial position at that time.

**ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTYTRANSACTIONS**

**A) MAJOR SHAREHOLDERS**

The information as to sharesbeneficially owned, not being within the knowledge of the Company, has beenfurnished by the respective individuals. The Company’s major shareholders donot have different voting rights. There are no arrangements known to theCompany which may, at a subsequent date, result in a change in control of theCompany. 

The following persons hold, ofrecord or beneficially, directly or indirectly, or are known by the Company toown beneficially, directly or indirectly, more than 5% of the issued shares ofthe Company as at December 31, 2010: 

| **Identity of Person or****Group** | **Common****Shares**(1) | **Percent of****Class** | **"A"****Preferred****Shares**(4) | **Percent of****Class** | **"B"****Preferred****Shares**(5) | **Percent of****Class** |
|------------------------------------|-------------------------|-------------------------|-----------------------------------|-------------------------|-----------------------------------|-------------------------|
| Jeffery Teeny(2)                   | 6,250,000               | 21.64                   | 1,393,398                         | 10.00                   | 1,393,398                         | 10.00                   |
| Scott McManus(3)                   | 9,000,000               | 31.16                   | 1,393,398                         | 10.00                   | 1,393,398                         | 10.00                   |
| Daniel Clozza,                     | 5,430,000               |  18.84             | 5,305,500                         | 38.07                   | 5,430,000                         | 38.07                   |
| Martin Tutschek                    | 1,620,789               | 5.61                    | 1,399,500                         | 10.04                   | 1,399,500                         | 10.04                   |
| Jackie Dawydiuk                    | 1,500,000               | 5.20                    | 1,500,000                         | 10.76                   | 1,500,000                         | 10.76                   |

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Notes: 

|   | (1) Does notinclude options owned by directors or officers. Options are disclosedpreviously. |
|--------|----------------------------------------------------------------------------------------------|

|   | (2) Sharesbeneficially owned or held by Mr Teeny are registered to Teeny Acquisitions,LLC |
|--------|-------------------------------------------------------------------------------------------|

|   | (3) Sharesbeneficially owned or held by Mr McManus are registered to Aliya LifeSettlement, LLC. |
|--------|-------------------------------------------------------------------------------------------------|

|   | (4) On June27, 2007 the record date, the Company issued 13,933,983 Series ”A” Preferredshares to all the existing registered and beneficial common shareholders on aone (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares areconvertible, as a Series into common shares of the Company provided a majorityof the Series “A” Preferred shareholders vote in favour of converting theentire Series. The Series will convert into a number of common shares that willrepresent 50% of the number of fully diluted common shares after conversion. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5) On June27, 2007 the record date, the Company issued 13,933,983 Series ”B” PreferredShares to all the existing registered and beneficial common shareholders on aone (1) for one (1) PRO RATA basis. The Series “B” Preferred shares areconvertible into common shares of the Company on a one for one basis byshareholders of record as of June 27, 2007. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The nature and extent ofprincipal non-United States trading market is approximately 50% of alloutstanding securities, which are held outside the United States andapproximately 50% of all outstanding securities are held within the UnitedStates as of December, 2010. The Company is not owned or controlled, directlyor indirectly, by another corporation or by any foreign government. 

**B) RELATED PARTY TRANSACTIONS**

Except as set out below orotherwise disclosed in this report or in our audited financial statementsattached hereto, no executive officer or senior management of the Company, norany spouse, relative, associate or affiliate of the foregoing persons, has anyinterest in any material transactions which occurred during the Company's lastfull fiscal year and involved the Company or any of its subsidiaries; or anypresently proposed transaction involving the Company or any of its subsidiaries.

In the prior fiscal year, the Companyadvanced $225,000 to a Director for the purchase of a 43’ motor vessel.  Thevessel is a 43 foot Sunbridge cruiser of fiberglass construction complementingrental vessels available to prospective charters. Consideration given was basedon evaluation by an independent Canadian registered marine surveyor. Therelated party advance was fair valued at an interest rate of 9.9% for a fairvalue of $205,000, with a $20,000 charge to wages. During the year, ownershipof the motor vessel was transferred to the company, and $20,000 interest incomewas recognized.

CanadianGAAP requires that any assets or liabilities acquired in a non-arms lengthtransaction be recorded in the Company records at the carrying value of the vendor.The amounts above attributed to net identifiable assets approximate theircarrying value. The amount attributed to "excess of purchase price overnet identifiable assets acquired" has been charged to deficit.

During 2010, the Company paid$nil (September 30, 2009 $nil and September 30, 2008 – $nil) in consulting feesto directors or companies controlled by directors of the Company. The Companyalso reimbursed $216,683 ($138,717 –September 30, 2009, September 30, 2008 - $112,565)to directors for expenditures made on behalf of the Company. 

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During fiscal 2008 a limousineowned 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 proceedshaving been utilized by the Company’s general operating account.

From time to time during theyear, the Company has made property and equipment, when not in use, availableto management and employees for which management and employees reimburses theCompany for all direct charges and sundry costs.

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

Indebtedness to Company ofDirectors and Senior Management

Amounts due to shareholders atthe end of the fiscal period December 31, 2010 were $92,033. Directors of theCompany are indebted to the Company in the amount of $nil and no director orsenior management or have been indebted to the Company since the beginning ofthe last completed financial year of the Company other than as listed below.The Company reimburses Directors and Senior Management for expenses incurred inconnection with Company’s ordinary course of business. To the extent theseadvances and expenses are offset, there exists an indebtedness to the Companyof a net $nil as of September 30, 2010 (2009 - $ nil, 2008 - $nil). 

Interestsof Experts and Counsel

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

**ITEM VIII. FINANCIAL INFORMATION**

**A) CONSOLIDATED STATEMENTS AND OTHER FINANCIALINFORMATION**

This Annual Report  contains the consolidated financial statements for the Company for the fiscal  year ended September 30, 2010, fiscal year ended September 30, 2009, and fiscal  year ended September 30, 2008 which contain an Auditors' Report dated April 21,  2011 in connection with the fiscal year ended September 30, 2010, Consolidated  Balance Sheets as at September 30, 2010 and September 30, 2009, Consolidated  Statements of Operations, Comprehensive Income (Loss) and Deficit, and  Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2010  and year ended September 30, 2009 and fiscal year ended September 30, 2008, and  Notes to Consolidated Financial Statements. 

Indebtedness to Company ofDirectors and Senior Management

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

Legal or ArbitrationProceedings

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

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Dividend Distribution Policy

The Company has not paid any cashdividends on its Common Stock and has no present intention of paying anydividends. The current policy of the Company is to retain earnings, if any, foruse in operations and in the development of its business. The Board ofDirectors will determine the future dividend policy of the Company from time totime. 

**B) SIGNIFICANT CHANGES**

There has not been anysignificant change that has occurred since the date of the annual financialstatements, and/or since the most recent interim financial statements, if any,included in the document.

**ITEM IX. THE OFFER AND LISTING**

**A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK**

The following table sets forththe price ranges of the Company’s shares when listed on the on the OTCBB andthe Pink Sheet Exchange for each of the most current five years, each of thequarters for the most current two years and each of the most current sixmonths: 

For the five most recent fullfinancial years, the annual high and low market prices for the Company’s commonstock were as follows (US dollar figures): 

|     |   | **2010**    |   |   | **2009**    |   |   | **2008**    |   |   | **2007** |   |   | **2006** |   |
|----------|--------|-------------|--------|--------|-------------|--------|--------|-------------|--------|--------|----------|--------|--------|----------|--------|
| **High** | $      |   1.39 |   |   |   4.26 |   |   |  18.00 |   |   | 17.30    |   |   | 3.00     |   |
| **Low**  | $      |   0.17 |   |   |   0.75 |   |   |  1.75  |   |   | 0.50     |   |   | 0.24     |   |

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

|     |   |       |   |   | **2010** |   |   |   |   |   |   |   |   |       |   |   | **2009** |   |   |   |   |   |   |   |
|----------|--------|------------|--------|--------|----------|--------|--------|--------|--------|--------|--------|--------|--------|------------|--------|--------|----------|--------|--------|--------|--------|--------|--------|--------|
|     |   | **Q1**     |   |   | **Q2**   |   |   | **Q3** |   |   | **Q4** |   |   | **Q1**     |   |   | **Q2**   |   |   | **Q3** |   |   | **Q4** |   |
| **High** | $      |  1.39 |   |   | 1.00     |   |   | 0.90   |   |   | 0.65   |   | $      |  4.00 |   |   | 4.26     |   |   | 3.50   |   |   | 1.79   |   |
| **Low**  | $      |  0.66 |   |   | 0.750    |   |   | 0.50   |   |   | 0.17   |   | $      |  2.05 |   |   | 0.75     |   |   | 1.50   |   |   | 0.75   |   |

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

|     |   | **2011** |   |   | **2011** |   |   | **2011** |   |   | **2010** |   |   | **2010** |   |   | **2010** |   |
|----------|--------|----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|--------|----------|--------|
|     |   | **Mar**  |   |   | **Feb**  |   |   | **Jan**  |   |   | **Dec**  |   |   | **Nov**  |   |   | **Oct**  |   |
| **High** | $      | 0.20     |   |   | 0.20     |   |   | 0.40     |   |   | 0.55     |   |   | 0.59     |   |   | 0.65     |   |
| **Low**  | $      | 0.20     |   |   | 0.17     |   |   | 0.15     |   |   | 0.17     |   |   | 0.54     |   |   | 0.50     |   |

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

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**B) PLAN OF DISTRIBUTION**

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

**C) MARKETS**

As of April 1, 2011 the shares ofForum National Investments Ltd. are publicly traded on the OTCBB under thetrading symbol FMNL CUSIP Number 3498452067. The nature and extent ofprincipal non-United States trading market is approximately 50% of alloutstanding securities, which are held outside the United States andapproximately 50% of all outstanding securities are held within the UnitedStates as of April 1, 2011. 

**D) SELLING SHAREHOLDERS**

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

**E) DILUTION**

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

**F) EXPENSES OF THE ISSUE**

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

**ITEM X. ADDITIONAL INFORMATION**

**A) SHARE CAPITAL**

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

**B) MEMORANDUM AND ARTICLES OF INCORPORATION**

The information called for bythis item is contained in an Exhibit to the Company’s Registration Statement onform 20-F filed with the Commission November 3, 1998 and Exhibits filedherewith. In particular: 

1. The Company’s Memorandum andArticles are on file with the Office of the British Columbia Registrar ofCompanies under Certificate of Incorporation No. 504791. The Company wascontinued into the province of Ontario November 12, 1997. The Company’sMemorandum and Articles are on file with the Office of the Ontario Registrar ofCompanies under Articles of Continuance No. 1264549 (“Articles of Continuance”).Under the provisions of the Ontario Business Corporations Act, the Company hasthe power and capacity of a natural person, there are no restrictions in theCompany’s Articles of Continuance, on the business that the Company can carryon nor on the powers the Company can exercise.

2. Article 4.19 of the Company’s Articlessets out the circumstances whereby a director must not vote on a proposal,arrangement or contract in which the director is materially interested, Article4.20 sets out the directors’ powers to determine their compensation, Part 3 ofthe Company’s Articles outlines the Company’s borrowing powers exercisable bythe directors and Article 4.2 sets out that no shares are required to be heldfor director’s qualification. 

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3. Article 9 of the Company’sArticles of Continuance sets out two class of shares: unlimited number ofcommon shares without par value and unlimited number of preferred shares withoutpar value.  Two series of preferred shares have been designated Series “AConvertible Preferred Shares and Series “B” Convertible Preferred Shares.

   Article 10 of the Company’sArticles of Continuance  sets out the rights, privileges, restrictions andconditions (if any) attaching to each class of shares and directors’ authoritywith respect to any class of shares which may be issued in series.  TheCompany’s common shares rank equally as to dividend rights, voting rights,rights to share in the Company’s profits and liquidationrights. The Company’s common shares are not, under the Company’s memorandum andarticles, subject to redemption or sinking fund provisions, liability tofurther capital calls, nor any provisions discriminating against any existingor prospective holder of such shares as a result of such shareholder owning asubstantial number of shares. 

The Company’s Series “A”Convertible Preferred Shares without par value have no rights as to dividendrights, voting rights, rights to share in the Company’s profits and orliquidation rights. The Series “A” Convertible Preferred Shares are not, underthe Company’s memorandum and articles, subject to redemption or sinking fundprovisions, liability to further capital calls, nor any provisionsdiscriminating against any existing or prospective holder of such shares as aresult of such shareholder owning a substantial number of shares. 

The Series ”A” Preferred sharesare convertible, as a Series into common shares of the Company provided a majorityof the Series “A” Preferred shareholders vote in favor of converting the entireSeries. The Series will convert into a number of common shares that willrepresent 50% of the number of fully diluted common shares after conversion. 

A majority of the shares of theSeries “A” Preferred Shares outstanding must vote in favor of converting theentire Series “A” Preferred Shares outstanding into common shares before theshares of the Series “A” Preferred Shares may convert into Common Shares. Onreceipt of the requisite affirmative vote, the Series “A” Preferred Shares, inthe aggregate shall be converted into that number of fully paid andnon-assessable Common Shares that will represent 50% of the number of fullydiluted common shares after conversion. Each Share of Series “A” PreferredShares shall be convertible into Common Shares PRO RATA to its portion of theSeries “A” Preferred Shares. 

The Company’s Series “B”Convertible Preferred Shares without par value have no rights as to dividendrights, voting rights, rights to share in the Company’s profits and orliquidation rights. The Company’s Series “B” Convertible Preferred Shares areconvertible into common shares of the Company on one common share for eachpreferred share held. The Series “B” Convertible Preferred Shares are not,under the Company’s memorandum and articles, subject to redemption or sinkingfund provisions, liability to further capital calls, nor any provisionsdiscriminating against any existing or prospective holder of such shares as a resultof 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 Companygoverning changes in the rights of holders of stock. 

5. Section 10 of the Company’s Articlestogether with applicable corporate and securities laws contains the conditionsgoverning the manner in which annual and extraordinary general meetings ofshareholders are called including Notice of Meeting/Proxy Solicitationrequirements. Part 10 of the Company’s Articles deals with proceedings at suchmeetings including quorum requirements. 

At the Company’s AGM on June 26,2008, shareholders were asked to consider, and if deemed advisable, to passwith or without variation, a special resolution to approve an amendment toArticle No. 10.3 of the Corporation to increase the quorum requirement forshareholders meetings to 2 shareholders in person or by proxy representing notless than 33.33% of the outstanding shares of the Corporation. The resolutionwas passed and the directors have yet to enact the Amendment.

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

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

8. There are no bylaws provisionsgoverning the ownership threshold above which shareholder ownership must bedisclosed. 

9. There are no conditionsimposed by the Articles of Continuance and Articles of the Company governingchanges in the capital of the Company that are more stringent than is requiredby law. 

**C) MATERIAL CONTRACTS  **

Additionallythe Company originally intended to acquire a 25% interest in a mixed usedevelopment property in Needles California for US$1,000,000. The 22 acreproperty with 850 feet of waterfront on the Colorado River has a marina with a20,000 square foot storage facility for marine based activity. As the propertyis developed to various stages differing options to include condo / townhomesfor either full ownership, fractional ownership of timeshare intervals will beexplored. The Canadian travel club membership would be offered a product in asouthern United States location that has an extended season of favorableweather conditions. Subsequent to fiscal year end 2008, the Company discoveredthat the investee had failed to raise the additional capital as planned. As aresult, the ownership interest actually acquired by the Company was 54% insteadof 25% as originally intended. Accordingly, the Company has restated thepresentation of its investment to consolidate the net assets of Colorado RiverResorts LLC (the “LLC”) as of September 30, 2008. .  Subsequent to the initialinvestment, the LLC entered into a sale and purchase agreement to acquire thedevelopment property. The deterioration of the real estate market in thesouthern United States by the end of fiscal 2008 triggered an impairmentanalysis of the investment in the property.  The fair value of the property,based on an independent appraisal, had deteriorated below the value of theoutstanding mortgage and therefore the fair value of the asset group wasdetermined to be zero. Accordingly, a write down of the property of $1,619,163was recognized in 2008.  

In September of 2005, the Companysecured a credit facility with Caterpillar Financial Services for up to $3million USD. The Company subsequently had the credit facility increased to anamount of $4.3 million USD. Subsequent to fiscal year end September 30, 2008the Company converted its construction loan facility with Caterpillar FinancialServices Corporation to a 5 year term loan facility of $5 million USD at afixed APR rate of 7% with an 18 year amortization. The Company does notcurrently 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 oraffecting the remittance to the United States of interest, dividends or otherpayments to nonresident holders of our shares. However, the payment orcrediting of interest or dividends to United States residents may be subject toapplicable withholding taxes at a rate prescribed by the Income Tax Act(Canada) and modified by the provisions of the Canada-United States Income TaxConvention, 1980 (see commentary in the section entitled “Taxation” below). 

Except as provided in theInvestment Canada Act (the “ICA”), there are no limitations under the laws ofCanada, the Province of Ontario or in our Memorandum or Articles on the rightof foreigners to hold and/or vote the shares of ourcapital stock. 

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The ICA has application where a“non-Canadian” individual or entity or controlled group of entities proposes tomake an investment to acquire control of a Canadian business enterprise, eitherdirectly or indirectly, by way of purchase of voting shares of a corporation orof substantially all of the assets used in the Canadian business enterprise. Aninvestment to acquire voting shares of a corporation is deemed to be anacquisition of control where more than one-half of the voting shares areacquired. An acquisition of less than one-third of the voting shares of acorporation is deemed not to be an acquisition of control and an acquisition ofbetween one-third and one-half of the voting shares of a corporation ispresumed to be an acquisition of control unless it can be established that theacquisition does not in fact result in control of the corporation by theinvestor. 

An investment to acquire controlof a Canadian business enterprise, the gross assets of which exceed certain thresholds,must be reviewed and approved under the ICA before implementation. Aninvestment to acquire control of a Canadian business enterprise, the grossasset value of which falls below these threshold amounts, is one in respect ofwhich notification must be given under the ICA although approval is notrequired prior to implementation of the investment. 

Specific investment thresholdsapply to investors of the United States. The investment threshold for a directacquisition of control has been established at Cdn$250 million for 2005 and noreview is required for an indirect acquisition of control. Each year the directacquisition investment threshold is adjusted for inflation. 

**E) TAXATION**

| Material CanadianFederal Income TaxConsequences |
|-------------------------------------------------|

| Through consultation with counsel, our management believesthat the following general summary accurately describes all material Canadianfederal income tax consequences applicable to a holder of our common shares whois a resident of the United States, that qualifies for benefits under theCanada-United States Convention (1980), as amended (the “Treaty”) and who isnot a resident of Canada and who does not use or hold, and is not deemed to useor hold, his common shares of us in connection with carrying on a business in Canada(a "non-resident holder"). |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| This summary is based upon the current provisions of theIncome Tax Act (Canada) (the "ITA"), the regulations thereunder (the"Regulations"), the current publicly announced administrative andassessing policies of Canada, Customs and Revenue Agency and all specificproposals (the "Tax Proposals") to amend the ITA and Regulationsannounced by the Minister of Finance (Canada) prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in their formas of the date of this Annual Report.  This description, except for theTax Proposals, does not take into account or anticipate any changes in law,whether by legislative, government or judicial action, nor does it take intoaccount provincial, territorial, or foreign tax considerations which may differsignificantly from those discussed herein. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| *Dividends* |
|-------------|

| Dividends paid on our common shares to a non-residentholder will be subject to withholding tax.  The Treaty provides that thenormal 25% withholding tax rate under the ITA is reduced to 15% on dividendspaid on shares of a corporation resident in Canada (such as our company) tobeneficial owners of the dividends who are residents of the United States, andmay also provide for a further reduction of this rate to 5% where thebeneficial owner of the dividends is a corporation that is a resident of theUnited States which owns at least 10% of the voting shares of the corporationpaying the dividend.  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| No dividends have ever been paid by us. |
|-----------------------------------------|

| *Capital Gains* |
|-----------------|

| Under the ITA, a taxpayer's capital gain or capital lossfrom a disposition of a share of our company is the amount, if any, by whichhis proceeds of disposition exceed (or are exceeded by) the aggregate of hisadjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the "taxable capital gain") isincluded in income, and one half of a capital loss in a year (the"allowable capital loss") is deductible from taxable capital gainsrealized in the same year.  The amount by which a shareholder's allowablecapital loss exceeds his taxable capital gains in a year may be deducted from ataxable capital gain realized by the shareholder in the three previous or anysubsequent year, subject to certain restrictions in the case of a corporateshareholder. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| A non-resident holder is not subject to tax under the ITAin respect of a capital gain realized upon the disposition of a share of apublic corporation unless the share represents "taxable Canadianproperty" to the holder thereof.  We are a public corporation forpurposes of the ITA and a common share of our company will be taxable Canadianproperty to a non-resident holder if, at any time during the 60 month periodimmediately preceding the disposition, the non-resident holder, persons withwhom the non-resident holder did not deal at arm's length, or the non-residentholder and persons with whom he did not deal at arm's length together owned notless than 25% of the issued shares of any class of our shares.  Our sharesmay also be taxable Canadian property to a holder if the holder acquired thempursuant to certain tax-deferred "rollover" transactions whereby theholder exchanged property that was taxable Canadian property for our shares. |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Where a non-resident holder who is an individual ceased tobe resident in Canada, he will be subject to Canadian tax on any capital gainrealized on disposition of our shares at that time.  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Where a non-resident holder realizes a capital gain on adisposition of our shares that constitute taxable Canadian property, the Treatyrelieves the non-resident shareholder from liability for Canadian tax on suchcapital gains unless: |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a) | thenon-resident holder is an individual who was resident in Canada for not lessthan 120 months during any period of 20 consecutive years preceding, and at anytime during the 10 years immediately preceding, the disposition and the shareswere owned by him when he ceased to be resident in Canada or are propertysubstituted for property that was owned at that time, or |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | the sharesformed part of the business property of a "permanent establishment"or pertained to a fixed base used for the purpose of performing independentpersonal services that the shareholder has or had in Canada within the 12months preceding the disposition. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Material United States FederalIncome Tax Consequences 

The following is a discussion ofmaterial U.S. federal income tax consequences that may be relevant with respectto the acquisition, ownership and disposition of our common shares by a U.S.Holder (as hereinafter defined).  This discussion does not address allpotentially relevant federal income tax matters and it does not addressconsequences peculiar to persons subject to special provisions of federalincome tax law, such as those described below as excluded from the definitionof a U.S. Holder.  In addition, this discussion does not cover any state,local or foreign tax consequences.  Accordingly, holders and prospectiveholders of our common shares are urged to consult their own tax advisors aboutthe specific federal, state, local and foreign tax consequences to them ofacquiring, holding and disposing of our common shares, based upon theirindividual circumstances. 

The following discussion is basedupon the sections of the Code, Treasury Regulations, published Internal RevenueService (“*IRS*”) rulings, published administrative positions of the IRSand court decisions that are currently applicable, any or all of which could bematerially and adversely changed, possibly on a retroactive basis, at any timeand which are subject to differing interpretations. This discussion does notconsider the potential effects, both adverse and beneficial, of any proposedlegislation which, if enacted, could be applied, possibly on a retroactivebasis, at any time. 

*U.S. Holders*

As used in this annual report, a “*U.S.Holder*” means a holder of our common shares who is (i) a citizen orindividual resident of the United States, (ii) corporation, or other entitytreated as a corporation for U.S. tax purposes, created or organized in orunder the laws of the United States or any state thereof (including theDistrict of 

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Columbia), (iii) an estate the income of which is subject to U.S.  federal income taxation regardless of its source, or (iv) a trust if such trust  was in existence on August 20, 1996 and validly elected to be treated as a  United States person for U.S. federal income tax purposes or if (1) a court  within the U.S. is able to exercise primary supervision over its administration  and (2) one or more U.S. persons have the authority to control all of the  substantial decisions of such trust.   This summary does not address  the tax consequences to, and the term U.S. Holder does not include, persons  subject to specific provisions of federal income tax law, such as tax-exempt  organizations, qualified retirement plans, individual retirement accounts and  other tax-deferred accounts, financial institutions, insurance companies, real  estate investment trusts, regulated investment companies, broker-dealers,  non-resident alien individuals, persons or entities that have a “*functional    currency*” other than the U.S. dollar, shareholders subject to the  alternative minimum tax, shareholders who hold common shares as part of a  straddle, hedging or conversion transaction and shareholders who acquired their  common shares through the exercise of employee stock options or otherwise as  compensation for services.  This summary is limited to U.S. Holders who  own common shares as capital assets, within the meaning of Section 1221 of the Code,  and who own (directly and indirectly, pursuant to applicable rules of  constructive ownership) no more than 10% of the value of our total outstanding  stock.  This summary does not address the consequences to a person of the  ownership, exercise or disposition of any options, warrants or other rights to  acquire common shares. 

If a partnership (or any otherentity treated as a partnership for U.S. federal income tax purposes) holds ourcommon shares, the tax treatment of a partner in such partnership willgenerally depend on the status of the partner and the activities of thepartnership. Such a partner should consult its own tax advisors as to the U.S.tax consequences of being a partner in a partnership that acquires, holds, ordisposes of our common shares.

*Distributions on Our CommonShares*

Subject to the discussion belowunder “*Passive Foreign Investment Company*,” U.S. Holders receivingdividend distributions (including constructive dividends) with respect to ourcommon shares generally are required to include in gross income for U.S.federal income tax purposes the gross amount of such distributions (withoutreduction of any Canadian income or other tax withheld from suchdistributions), equal to the U.S. dollar value of such distributions on the dateof receipt (based on the exchange rate on such date), to the extent that wehave current or accumulated earnings and profits.  Such Canadian taxwithheld may be credited, subject to certain limitations, against the U.S.Holder’s federal income tax liability or, alternatively, may be deducted incomputing the U.S. Holder’s federal taxable income by those who itemizedeductions (See more detailed discussion at “*Foreign Tax Credit*” below).Dividends paid on our common shares will not generally be eligible for thedividends received deduction provided to corporations receiving dividends fromcertain U.S. corporations. 

For taxable years beginning beforeJanuary 1, 2011, dividends received by U.S. Holders that are individuals,estates or trusts from “qualified foreign corporations,” as defined in Section1(h)(11) of the Code, generally are taxed at the same preferential tax ratesapplicable to long-term capital gains. Although not free from doubt, it appearsthat we are a “qualified foreign corporation,” as defined in Section 1(h)(11)of the Code if we are not, and have not been, a PFIC, as described below under“*Passive Foreign Investment Company*.” We have not determined whether ornot we meet the definition of a PFIC for the current tax year and any prior taxyears. A corporation that is a PFIC, along with other foreign corporationsgiven special status under the Code, for its taxable year during which it paysa dividend, or for its immediately preceding taxable year, will not be treatedas a “qualifying foreign corporation” and dividends received by U.S. Holdersthat are individuals, estates or trusts generally will be subject to U.S.federal income tax at ordinary income tax rates (and not at the preferentialtax rates applicable to long-term capital gains). 

In the case of foreign currencyreceived as a dividend that is not converted by the recipient into U.S. dollarson the date of receipt, a U.S. Holder will have a tax basis in the foreigncurrency equal to its U.S. dollar value on the date of receipt.  Generallyany gain or loss recognized upon a subsequent sale or other disposition of theforeign currency, including the exchange for U.S. dollars, will be ordinaryincome or loss. 

*Disposition of Our CommonShares*

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Subject to the discussion belowunder “*Passive Foreign Investment Company*,” U.S. Holders will recognizegain or loss upon the sale of our common shares equal to the difference, ifany, between (i) the amount of cash plus the fair market value of any propertyreceived and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holdersthat are individuals, estates or trusts.  In general, gain or loss on thesale of our common shares will be long-term capital gain or loss if our commonshares are a capital asset in the hands of the U.S. Holder and are held formore than one year.  Deductions for net capital losses are subject tosignificant limitations. 

*Passive Foreign InvestmentCompany*

We have not determined whether ornot we meet the definition of PFIC, within the meaning of Sections 1291 through1298 of the Code for the current tax year and any prior tax years.  We mayor may not qualify as a PFIC in subsequent years due to changes in our assetsand business operations.  A U.S. Holder who holds stock in a foreigncorporation during any year in which such corporation qualifies as a PFIC issubject to numerous special U.S. federal income taxation rules.  Thefollowing is a discussion of these special rules as they apply to U.S. Holdersof our common shares.  

Section 1297 of the Code defines aPFIC as a corporation that is not formed in the U.S. if, for any taxable year,either (i) 75% or more of its gross income is “*passive income*,” whichincludes interest, dividends and certain rents and royalties or (ii) theaverage percentage, by fair market value (or, if the corporation is notpublicly traded and either is a controlled foreign corporation or makes anelection, by adjusted tax basis), of its assets that produce or are held forthe production of passive income is 50% or more.

U.S. Holders owning shares of aPFIC are subject to a special tax and to an interest charge based on the valueof deferral of U.S. tax attributable to undistributed earnings of a PFIC forthe period during which the shares of the PFIC are owned.  This specialtax would apply to any gain realized on the disposition of shares of a PFIC. In addition, the gain is subject to U.S. federal income tax as ordinaryincome, taxed at top marginal rates, rather than as capital gain income. The special tax would also be payable on receipt of excess distributions(any distributions received in the current year that are in excess of 125% ofthe average distributions received during the 3 preceding years or, if shorter,the shareholder’s holding period).  However, if the U.S. Holder makes forany tax year a timely election to treat a PFIC as a qualified electing fund (“*QEF*”)with respect to such shareholder’s interest therein, the above-described rulesgenerally will not apply.  Instead, the electing U.S. Holder would includeannually in his gross income his pro rata share of the PFIC’s ordinary earningsand any net capital gain regardless of whether such income or gain was actuallydistributed.  Special rules apply to U.S. Holders who own their interestsin a PFIC through intermediate entities or persons.  Generally,shareholders do not make a QEF election unless they have sufficient informationto determine their proportionate share of a corporation’s net capital gain and ordinaryearnings. We have not calculated these amounts for any shareholder, and do notanticipate making these calculations in the foreseeable future. **Therefore,U.S. Holders of our common shares should consult their own financial advisor,legal counsel or accountant regarding the QEF election before making thiselection.**   

U.S. Holders who hold, actually orconstructively, marketable stock of a foreign corporation that qualifies as aPFIC may elect to mark such stock to the market (a “*mark-to-market election*”). If such an election is made, such U.S. Holder will not be subject to thespecial taxation rules of PFIC described above for the taxable years for whichthe mark-to-market election is made.  A U.S. Holder who makes such anelection will include in income for the taxable year an amount equal to theexcess, if any, of the fair market value of our common shares as of the closeof such tax year over such U.S. Holder’s adjusted basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i)the excess, if any, of such U.S. Holder’s adjusted tax basis in the shares overthe fair market value of such shares as of the close of the tax year or (ii)the excess, if any of (A) the mark-to-market gains for our common shares includedby such U.S. Holder for prior tax years, including any amount which would havebeen included for any prior year but for Section 1291 interest on tax deferralrules discussed above with respect to a U.S. Holder, who has not made a timelyQEF election during the year in which he holds (or is deemed to have held) ourcommon shares and we are a PFIC (“*Non-Electing U.S. Holder*”) over (B)the mark-to-market losses for shares that were allowed as deductions for priortax years.  A U.S. Holder’s adjusted tax basis in our common shares willbe increased or decreased to reflect the amount included or deducted as aresult of mark-to-market election.  A mark-to-market election will applyto the tax year for which the election is made and to all later tax years, unlessthe PFIC stock ceases to be marketable or the IRS consents to the revocation ofthe election. 

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The IRS has issued proposedregulations that, subject to certain exceptions, would treat as taxable certaintransfers of PFIC stock by a Non-Electing U.S. Holder that are generally nototherwise taxed, such as gifts, exchanges pursuant to corporate reorganizationsand transfers at death. Generally, in such cases, the basis of our commonshares in the hands of the transferee and the basis of any property received inthe exchange for those shares would be increased by the amount of gainrecognized.  A U.S. Holder who has made a timely QEF election (asdiscussed above) would not be taxed on certain transfers of PFIC stock, such asgifts, exchanges pursuant to corporate reorganizations and transfers at death. The transferee’s basis in this case will depend on the manner of thetransfer. The specific tax effect to the U.S. Holder and the transferee mayvary based on the manner in which the common shares are transferred.  EachU.S. Holder should consult a tax advisor with respect to how the PFIC rulesaffect their tax situation. 

**The PFIC and QEF election rulesare complex.  U.S. Holders should consult a tax advisor regarding theavailability and procedure for making the QEF election as well as theapplicable method for recognizing gains or earnings and profits under theforegoing rules.** 

*Foreign Tax Credit*

A U.S. Holder who pays (or haswithheld from distributions) Canadian or other foreign income tax with respectto the ownership of our common shares  may be entitled, at the option ofthe U.S. Holder, to either receive a deduction or a tax credit for U.S. federalincome tax purposes with respect to such foreign tax paid or withheld. Complexlimitations apply to the foreign tax credit, including the general limitationthat 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” taxableincome bears to such U.S. Holder’s worldwide taxable income. In applying thislimitation, a U.S. Holder’s various items of income and deduction must beclassified, under complex rules, as either “foreign source” or “U.S. source.”In addition, this limitation is calculated separately with respect to specificcategories of income including “passive category income” and “general categoryincome.”  Gain or loss recognized by a U.S. Holder on the sale or othertaxable disposition of our common shares generally will be treated as “U.S.source” for purposes of applying the foreign tax credit rules.  Dividendsreceived by U.S. Holders on our common shares generally will be treated as“foreign source” and generally will be categorized as “passive income” forpurposes of applying the foreign tax credit rules.  **The availability ofthe foreign tax credit and the application of the limitations with respect tothe foreign tax credit are fact specific, and each U.S. Holder of our commonshares should consult their own financial advisor, legal counsel or accountantregarding the foreign tax credit rules.**

*Cont rolled Foreign Corporation*

If more than 50% of the totalvoting power or the total value of our outstanding shares is owned, directly orindirectly, by citizens or residents of the U.S., U.S. partnerships or corporations,or U.S. estates or trusts (as defined by Section 7701(a)(30) of the Code), eachof which own, directly or indirectly, 10% or more of the total voting power ofthe our outstanding shares (each a “10% Shareholder”), we could be treated as a“Controlled Foreign Corporation” (“CFC”) under Section 957 of the Code. 

Our classification as a CFC wouldeffect many complex results, including that 10% Shareholders would generally(i) be treated as having received a current distribution of our “Subpart F income”and (ii) would also be subject to current U.S. federal income tax on their prorata share of our earnings invested in “U.S. property.” The foreign tax creditmay reduce the U.S. federal income tax on these amounts for such 10%Shareholders (See more detailed discussion at “Foreign Tax Credit” above). Inaddition, under Section 1248 of the Code, gain from the sale or other taxabledisposition of our common shares by a U.S. Holder that is or was a 10%Shareholder at any time during the five-year period ending with the sale istreated as a dividend to the extent of our earnings and profits attributable tothe common shares sold or exchanged. 

41

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If we are classified as both aPFIC and a CFC, we generally will not be treated as a PFIC with respect to 10%Shareholders. This rule generally will be effective for taxable years of 10%Shareholders beginning after 1997 and for its taxable years ending with orwithin such taxable years of 10% Shareholders. 

We have not determined whether wemeet the definition of a CFC, and there can be no assurance that we will not beconsidered a CFC for the current or any future taxable year. 

The CFC rules are verycomplicated, and U.S. Holders should consult their own financial advisor, legalcounsel or accountant regarding the CFC rules and how these rules may impacttheir U.S. federal income tax situation.

*Information Reporting; BackupWithholding*

Certain information reporting andbackup withholding rules may apply with respect to certain payments related toour common shares.  In particular, a payor or middleman within the U.S.,or in certain cases outside the U.S., will be required to withhold at a currentrate of 28% (which rate is scheduled for periodic adjustment) of any paymentsto a U.S. Holder regarding dividends paid by us, or proceeds from the sale of,such common shares within the U.S., if a U.S. Holder fails to furnish itscorrect taxpayer identification number (generally on Form W-9) or otherwisefails to comply with, or establish an exemption from, the backup withholdingtax requirements.   Any amounts withheld under the U.S. backupwithholding tax rules will be allowed as a refund or a credit against the U.S.Holder’s U.S. federal income tax liability, provided the required informationis furnished to the IRS.  We do not assume responsibility for thewithholding of tax at source.  **U.S. Holders should consult their ownfinancial advisor, legal counsel or accountant regarding the informationreporting and backup withholding rules applicable to our common shares.**

**F) DIVIDENDS AND PAYING AGENTS**

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

**G) STATEMENTS BY EXPERTS**

This Form20-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 thisdocument may be inspected at the head office of the Company, #180, 13040 No 2Road, Richmond, British Columbia, Canada, V7E 2G1 during normal business hours.

You may also review a copy of theCompany’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 publicreference rooms. The SEC maintains a web site (www.sec.gov) that containsreports, proxy and information statements and other information regardingregistrants that file electronically with the SEC. 

**I) SUBSIDIARY INFORMATION**

There is no information relatingto the Company’s subsidiaries which must be provided in Canada and which is nototherwise called for by the body of generally accepted accounting principlesused in preparing the consolidated financial statements. 

42

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**ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK**

Other than described below, weare not a party to any market risk sensitive instruments other than instrumentsevidencing interest-bearing debt obligations as described in “Item 4 – Historyand Development of the Company, Material Events” and in Note 5 and Note 12 to our audited financial statementsfor the year ended September 30, 2010 entitled “Financial Instruments” and“Long Term Debt”, respectively. 

***Financial instruments***

***               Fairvalue of financial instruments***

The fair value of cash and cashequivalents, accounts receivable, bank indebtedness, and accounts payable andaccrued liabilities corresponds to their carrying value due to their short-termnature. The carrying value of long-term debt approximates its fair value basedupon the discount rates applied. 

***               Concentrationof credit risk***

We grant credit to our members inthe normal course of our sales and marketing of travel club memberships. Thefinancial statements take into account an allowance for bad debts. Receivablesfrom the proceeds of our Life Settlement operations are substantial. AtSeptember 30, 2008, one Life Settlement maturity represented 91% of totalreceivables.

***               Interestrate risk***

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

***               Foreignexchange rate risk***

A majority of our revenues areearned and premium costs incurred in the United States. However, certainselling, general and administration costs are incurred in Canada and we aretherefore subject to risk due to fluctuations in exchange rates. We do not usederivative instruments to manage our exposure to foreign exchange rate risk.

**ITEM XII. DESCRIPTION OFSECURITIES OTHER THAN EQUITY SECURITIES**

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

**PART II**

**ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS ANDDELINQUENCIES**

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

43

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

**MATERIAL MODIFICATION TO THE RIGHTS OF SECURITYHOLDERS**

At the Company’s AGM on June 26,2008, shareholders were asked to consider, and if deemed advisable, to passwith or without variation, a special resolution to approve an amendment toArticle No. 10.3 of the Corporation to increase the quorum requirement forshareholders meetings to 2 shareholders in person or by proxy representing notless than 33.33% of the outstanding shares of the Corporation. The resolutionwas passed and the directors have yet to enact an Amendment. 

**USE OF PROCEEDS**

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

**ITEM XV. CONTROLS ANDPROCEDURES**

**DISCLOSURE CONTROLS ANDPROCEDURES**

Under the supervision and withthe participation of the Company’s management, including the Company’s ChiefExecutive Officer and Chief Financial Officer, the Company reevaluated theeffectiveness of the design and operation of its disclosure controls andprocedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of1934, as amended) as of a date (the “Evaluation Date”) being September 30, 2010.Based on this evaluation these officers have concluded that as of the end ofthe period covered by this Annual Report on Form 20-F, our disclosure controlsand procedures were ineffective and were not adequate to insure that theinformation required to be disclosed by the Company in reports it files orsubmits under the Exchange Act were recorded, processed, summarized andreported outside the time period specified in the Commission's rules and forms.

**MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROLS OVERFINANCIAL REPORTING**

Our management is responsible forestablishing and maintaining adequate internal control over financial reportingfor the Company. The Company’s internal control over financial reporting isdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles and includes thosepolicies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the Company are being made only in accordancewith authorizations of management and directors of the Company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of the Company’s assets that could have amaterial effect on the financial statements.

Our management, including ourChief Executive Officer and Chief Financial Officer, assessed the effectivenessof internal control over financial reporting as of September 30, 2010. Based onthat assessment, our management concluded that there was a material weakness inour internal control relating to our controls over financial reporting, Specifically,the design of controls over the preparation and review of consolidatedfinancial information was not sufficient to enable the Company to file theseconsolidated financial statements for the years ended September 30, 2010 and2009 in a timely manner. 

This annual report does notinclude an attestation report of the company’s registered public accountingfirm regarding internal control over financial reporting. Management’s reportwas not subject to attestation by the company’s registered public accountingfirm pursuant to temporary rules of the Securities and Exchange Commission thatpermit the Company to provide only management’s report in this annual report. 

44

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**REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS**

Management has dedicatedsignificant resources to correct the previous accounting error relating to ourrevenue recognition policy and to ensure that we take proper steps to improveour internal controls and remedy our material weakness in our financialreporting and disclosure controls. Management is committed to implementingeffective control policies and procedures and will continually update our AuditCommittee as to the progress and status of our remediation efforts to ensurethat they are adequately implemented. We believethe following actions we have taken and are taking will be sufficient toremediate the material weakness described above:

- 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 

Management believes that theactions described above will remediate the material weakness we have identifiedand strengthen our internal control over financial reporting. We expect thatthe material weakness will be fully remediated prior to September 30, 2011 yearend. As we improve our internal control over financial reporting and implementremediation measures, we may supplement or modify the remediation measuresdescribed above. Further, we believe that, as a result of management’s in-depthreview of its accounting processes, the utilization of external resources andthe additional procedures management has implemented, there are no materialinaccuracies or omissions of material fact in this Form 20-F and, to the bestof our knowledge, we believe that the consolidated financial statements in thisForm 20-F fairly present in all material aspects the financial condition,results of operations and cash flows of Forum in conformity with generallyaccepted accounting principles. 

**ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT**

**AUDIT COMMITTEE FINANCIAL EXPERT**

The Company has an AuditCommittee established by the Board of Directors. Our board has determined thatwe have a financial expert serving on our audit committee as defined by Item401(h) of Regulation S-K of the Exchange Act.

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

**CODE OF ETHICS**

We have adopted a code of ethicsfor our Chief Executive Officer, Chief Financial Officer, principal accountingofficer, controller and other persons performing similar functions. Our code ofethics 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. 

45

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

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The independent auditors of theCompany are the firm of Meyers Norris Penny LLP, Chartered Accountants andAdvisors, located at 2300 – 1055 Dunsmuir Street, Vancouver, British Columbia,Canada V7X 1J1. 

For theperiods ended September 30, 2010 the Company was invoiced by Meyers NorrisPenny LLP, for audit fees, audit-related fees, tax fees and all other fees asset forth below: 

|                                                           |   | Year Ended |   |   | Year Ended    |   |
|----------------------------------------------------------------|--------|------------|--------|--------|---------------|--------|
|                                                           |   | September  |   |   | September     |   |
|                                                           |   | 30, 2010   |   |   | 30, 2009      |   |
|                                                           |   |       |   |   |          |   |
| Audit fees - auditing of our annual financial statements and   |   |       |   |   |          |   |
| preparation of auditors' report.                               | $      | 55,000     |   | $      |  271,000 |   |
|                                                           |   |       |   |   |          |   |
|                                                           |   |       |   |   |          |   |
| Audit-related fees - review of each of the quarterly financial |   |       |   |   |          |   |
| statements.                                                    |   | -     |   |   | 20,850        |   |
|                                                           |   |       |   |   |          |   |
| Tax fees - preparation and filing of three major tax-related   |   |       |   |   |          |   |
| forms and tax planning.                                        |   | -          |   |   | -             |   |
|                                                           |   |       |   |   |          |   |
| All other fees - other services provided by our principal      |   |       |   |   |          |   |
| accountants.                                                   |   | -          |   |   | 59,200        |   |
|                                                           |   |       |   |   |          |   |
| Total fees paid or accrued to our principal accountants        | $      | 55,000     |   | $      | 351,050       |   |

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 connectionwith the Company's statutory and regulatory filings 

The Audit Committee has adoptedprocedures requiring Audit Committee review and approval in advance of allparticular engagements for services to be provided by Meyers Norris Penny LLP.Consistent with applicable laws, the procedures permit limited amounts ofservices, other than audit, review and attest services, to be approved by oneor more members of the Audit Committee pursuant to authority delegated by theAudit Committee, provided the Audit Committee is informed of each particularservice. The Audit Committee approved all of the engagements and fees duringthe period ended September 30, 2010. The Audit Committee reviews with MeyersNorris Penny LLP whether the non-audit services to be provided are compatiblewith maintaining the auditors' independence. The Board has determined that,beginning with January 1, 2006, fees paid to the independent auditors fornon-audit related services in any year will not exceed the fees paid for auditservices during the year. Permissible non-audit services will be limited tofees for tax services, accounting assistance or audits in connection withacquisitions, and other services specifically related to accounting or auditmatters such as registration statements filings or private placements or publicofferings. 

**EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES**

Not Applicable. 

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**PURCHASES OF EQUITY SECURITIES BY THE ISSUER ANDAFFILIATED PURCHASERS**

Not Applicable. 

**PART III**

**ITEM XVII. FINANCIAL STATEMENTS**

See the Financial Statements andExhibits listed in Item XIX hereof and filed as part of this Annual Report.Included are audited consolidated balance sheets as at September 30, 2010 andSeptember 30, 2009 and the consolidated statements of operations and deficitand cash flows for each of the year ended September 30, 2010, year endedSeptember 30, 2009 and the year ended September 30, 2008 including theAuditors’ 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 23 therein).  For a history of exchange rates in effect for Canadian dollars as against U.S.  dollars, see “Item III - Key Information, Selected Financial Data – Exchange  Rate Data”. 

 

**ITEM XVIII. FINANCIAL STATEMENTS**

Not applicable. 

**ITEM XIX. EXHIBITS**

Exhibits attached to this Form20-F are as follows: 

**FINANCIAL STATEMENTS**

(i) Management’s Responsibilityto Financial Reporting. 

(ii) Auditors’ Report dated April14, 2011.

(iii) Consolidated Balance Sheetsas at September 30, 2010, and 2009. 

(iv) Consolidated Statements ofOperations and Deficit for the year ended September 30, 2010, year endedSeptember 30, 2009 and year ended September 30, 2008. 

(v) Consolidated Statements ofCash Flows for the year ended September 30, 2010, year ended September 30, 2009and the year ended September 30, 2008. 

(vi) Notes to the ConsolidatedFinancial Statements for the year ended September 30, 2010, year endedSeptember 30, 2009 and the year ended September 30, 2008. Financial StatementsSchedules are omitted because they are not applicable, not required or becausethe required information is included in the consolidated financial statement ornotes thereto filed within.

47

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| **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                                                                                                    |
| 13.2        | Section 906 Certification of      Chief Financial Officer                                                                                                    |

**Notes**: (1) Incorporated byreference to Form 20-F filed with the SEC on November 3, 1998. (2) Incorporatedby 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.

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**SIGNATURES**

The registrant hereby certifiesthat it meets all of the requirements for filing on Form 20-F and that it hasduly caused and authorized the undersigned to sign this annual report on itsbehalf. 

| Date: April  26, 2011 | **FORUM NATIONAL INVESTMENTS LTD.**                  |
|-----------------------|------------------------------------------------------|
|                  |                                                 |
|                  | /s/ Daniel Clozza                                    |
|                  | Daniel Clozza, President and Chief Executive Officer |
|                  |                                                 |
|                  | /s/ Martin Tutschek                                  |
|                  | Martin Tutschek, Chief Financial Officer             |

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**INDEX TO FINANCIAL STATEMENTS**

|                                                                                                                                                         | Page       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                         |       |
|   Management’s Responsibility for Financial        Reporting                                                                                  | F-2        |
|   Auditors’ Report dated April 26, 2011                                                                                                       | F-3        |
|   Consolidated Balance Sheets as at        September 30, 2010 and September 30, 2008.                                                              | F-4        |
|   Consolidated        Statements of Loss and Deficit for the years ended September 30, 2010 and 2009        and the year ended September 30, 2008. | F-5        |
|   Consolidated        Statements of Cash Flows for the years ended September 30, 20010 and 2009 and        the year ended September 30, 2008.      | F-6        |
|   Notes        to the Consolidated Financial Statements for years ended September 30, 2010 and        2009 and the year ended September 30, 2008.  | F-7 - F-42 |

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**FORUM  NATIONAL INVESTMENTS LTD.**

September 30, 2010 and 2009 and  2008 

Consolidated Financial Statements   (Expressed in Canadian dollars) 

----

|                                                              |
|-------------------------------------------------------------------|
|                                                              |
| **Management’s Responsibility for      Financial Reporting** |
|                                                              |

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

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

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

The consolidated financial  statements as at September 30, 2010 and for the year then ended have been audited  by Myers Norris Penny, LLP Chartered Accountants, and their report outlines the  scope of their examination and gives their opinion on the financial statements.  The consolidated statements of operations, comprehensive income (loss) and  deficit and cash flows for the year ended September 30, 2009 and 2008 were audited by other auditors, who expressed an opinion without reservation on  those statements in their report.

*“Dan Clozza” (signed)*

Dan Clozza   President 

April 26, 2011

F-2

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**REPORT OF INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM**

To the Shareholders of FORUM  NATIONAL INVESTMENTS LTD.:

We have audited the accompanying  consolidated financial statements of Forum National Investments Ltd. and its  subsidiaries, which comprise the consolidated balance sheet as at September 30, 2010, and the consolidated statements of operations, comprehensive income (loss) and deficit and  cash flows for the year then ended, and a summary of significant accounting  policies and other explanatory information. 

*Management’s Responsibility for the Consolidated  Financial Statements*Management is responsible for the  preparation and fair presentation of these consolidated financial statements in  accordance with Canadian generally accepted accounting principles, and for such  internal control as management determines is necessary to enable the  preparation of consolidated financial statements that are free from material  misstatement, whether due to fraud or error.

*Auditors’ Responsibility*Our responsibility is to express  an opinion on these consolidated financial statements based on our audit. We  conducted our audit in accordance with Canadian auditing standards and the  standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and  perform the audit to obtain reasonable assurance about whether the consolidated  financial statements are free from material misstatement. 

An  audit involves performing procedures to obtain audit evidence about the amounts  and disclosures in the consolidated financial statements. The procedures  selected depend on the auditors’ judgment, including the assessment of the  risks of material misstatement of the consolidated financial statements,  whether due to fraud or error. In making those risk assessments, the auditor  considers internal control relevant to the entity’s preparation and fair  presentation of the consolidated financial statements in order to design audit  procedures that are appropriate in the circumstances, but not for the purpose  of expressing an opinion on the effectiveness of the entity’s internal control.  An audit also includes evaluating the appropriateness of accounting policies  used and the reasonableness of accounting estimates made by management, as well  as evaluating the overall presentation of the consolidated financial  statements. 

We  believe that the audit evidence we have obtained in our audit is sufficient and  appropriate to provide a basis for our audit opinion.

*Opinion*  In our opinion, the consolidated  financial statements present fairly, in all material respects, the financial  position of Forum National Investments Ltd. and its subsidiaries as at September  30, 2010, and the results of their operations and their cash flows for  the year then ended in accordance with Canadian generally accepted accounting  principles.

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*Emphasis of Matter*Without  qualifying our opinion, we draw attention to Note 1 to these financial  statements, which states that Forum National Investments Ltd. incurred  significant losses from operations, negative cash flows from operating  activities and has an accumulated deficit. This, along with other matters as  described in Note 1 indicate the existence of a material uncertainty which may  cast doubt about the ability of Forum National Investments Ltd. to continue as  a going concern.  Our opinion is not qualified in respect of this  matter.

*Other Matter*  The  financial statements of Forum National Investments Ltd. for the years ended  September 30, 2009 and September 30, 2008, were audited by another auditor who  expressed an unmodified opinion on those statements in their report, dated May  14, 2010.

**MEYERS NORRIS  PENNY LLP**Chartered Accountants 

Vancouver, Canada  April 26, 2011

F-3

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

|                                                                                 |   | September      30, |   |   | September      30, |   |
|--------------------------------------------------------------------------------------|--------|--------------------|--------|--------|--------------------|--------|
|                                                                                 |   | 2010               |   |   | 2009               |   |
|                                                                                 |   |               |   |   |               |   |
| **Assets**                                                                           |   |               |   |   |               |   |
|                                                                                 |   |               |   |   |               |   |
| **Current**                                                                          |   |               |   |   |               |   |
|          Cash      and cash equivalents                     | $      | 373,551            |   | $      | 1,825,635          |   |
|               Short-term deposits                           |   | 14,700             |   |   | 14,685             |   |
|               Marketable securities (note 3)                |   | 51                 |   |   | 2,240,375          |   |
|               Amounts and notes receivable (notes 5 and 19) |   | 85,684             |   |   | 160,920            |   |
|          Other      receivables                             |   | 14,360             |   |   | 17,285             |   |
|               Prepaid expenses                              |   | 18,328             |   |   | 119,678            |   |
| **Total Current Assets**                                                             |   | 506,674            |   |   | 4,378,578          |   |
|                                                                                 |   |               |   |   |               |   |
| **Amounts and notes receivable**(notes 5 and 19)                                     |   | 109,226            |   |   | 205,136            |   |
| **Investment in Life Settlement      contracts**(notes 5 and 6)                      |   | 2,670,070          |   |   | 4,052,220          |   |
| **Related party advance** (note 18)                                                  |   | -                  |   |   | 205,000            |   |
| **Property and Equipment**(note 7)                                                   |   | 9,101,393          |   |   | 9,562,321          |   |
| **Intangible assets**(note 8)                                                        |   | 116,307            |   |   | 72,168             |   |
|                                                                                 |   |               |   |   |               |   |
| **Total Assets**                                                                     | $      |  12,503,670   |   | $      |  18,475,423   |   |
|                                                                                 |   |               |   |   |               |   |
| **Liabilities and Shareholders’ Equity**                                        |   |               |   |   |               |   |
|                                                                                 |   |               |   |   |               |   |
| **Current**                                                                          |   |               |   |   |               |   |
|               Accounts payable and accrued liabilities      | $      | 570,662            |   | $      |  614,847      |   |
|          Due      to broker (note 3)                        |   | 97,146             |   |   | 569,996            |   |
|               Secured borrowing (note 10)                   |   | 106,341            |   |   | 263,694            |   |
|               Deferred revenue, current portion (note 9)    |   | 1,077,068          |   |   | 1,439,840          |   |
|               Current portion of long-term debt (note 12)   |   | 177,128            |   |   | 145,625            |   |
|          Income tax payable (note 14)   |   | 1,712,000          |   |   | 1,712,000          |   |
|               Convertible debentures (note 11)              |   | 40,486             |   |   | 40,486             |   |
|          Loans      from related parties (note 18)          |   | 92,033             |   |   | 486,379            |   |
| **Total Current Liabilities**                                                        |   | 3,872,864          |   |   | 5,272,867          |   |
|                                                                                 |   |               |   |   |               |   |
| **Deferred Revenue**(note 9)                                                         |   | 751,868            |   |   | 1,482,092          |   |
| **Long-Term Debt**(note 12)                                                          |   | 4,846,198          |   |   | 5,222,774          |   |
| **Total Liabilities**                                                                |   | 9,470,931          |   |   | 11,977,733         |   |
|                                                                                 |   |               |   |   |               |   |
| **Shareholders’ Equity**                                                        |   |               |   |   |               |   |
|                                                                                 |   |               |   |   |               |   |
| **Capital Stock**(note 13)                                                           |   | 25,810,369         |   |   | 25,810,369         |   |
| **Contributed Surplus**(note 13(e))                                                  |   | 2,757,581          |   |   | 2,757,581          |   |
| **Deficit**                                                                          |   | (25,535,211        | )      |   | (22,070,260        | )      |
| **Total Shareholders’ Equity**                                                  |   | 3,032,739          |   |   | 6,497,690          |   |
| **Total Liabilities and Shareholders’      Equity**                             | $      | 12,503,670         |   | $      | 18,475,423         |   |

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

| See accompanying notes to consolidated financial      statements. |
|-------------------------------------------------------------------|

F-4

----

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

|                                                                                                |   | Year      Ended    |   |   | Year      Ended    |    |   | Year      Ended    |    |
|-----------------------------------------------------------------------------------------------------|--------|--------------------|--------|--------|--------------------|---------|--------|--------------------|---------|
|                                                                                                |   | September      30, |   |   | September      30, |    |   | September      30, |    |
|                                                                                                |   | 2010               |   |   | 2009               |    |   | 2008               |    |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Revenues**                                                                                        |   |               |   |   |               |    |   |               |    |
|               Membership and travel                                        | $      | 4,078,187          |   | $      | 3,514,525          |    | $      | 3,593,847          |    |
|               Interest                                                     |   | 49,883             |   |   | 50,702             |    |   | 106,364            |    |
|          Other                                                             |   | 69,642             |   |   | 175,331            |    |   | 16,943             |    |
|                                                                                                |   | 4,197,712          |   |   | 3,740,558          |    |   | 3,717,154          |    |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Expenses**                                                                                        |   |               |   |   |               |    |   |               |    |
|          Wages      (note 13)                                              |   | 1,633,671          |   |   | 1,751,700          |    |   | 3,060,503          |    |
|               General and administration (note 12)                         |   | 2,328,543          |   |   | 2,813,517          |    |   | 2,367,823          |    |
|          Bad      debt expense (note 5(a))                                 |   | 81,295             |   |   | 212,364            |    |   | 394,386            |    |
|               Commission costs                                             |   | 75,309             |   |   | 31,983             |    |   | 169,247            |    |
|               Amortization of property and equipment                       |   | 729,452            |   |   | 406,785            |    |   | 86,078             |    |
|               Amortization of intangible assets (note 8)                   |   | 4,011              |   |   | 684,738            |    |   | 684,738            |    |
|                                                                                                |   | 4,852,281          |   |   | 5,901,087          |    |   | 6,762,775          |    |
| Loss before other income (expenses)                                                                 |   | (654,569           | )      |   | (2,160,529         | )       |   | (3,045,621         | )       |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| Other income (expenses)                                                                             |   |               |   |   |               |    |   |               |    |
|          Net      gain on investment in life settlement contracts (note 6) |   | (1,582,464         | )      |   |  775,207      |    |   |  5,447,464    |    |
|          Gain      on settlement of debt by guarantor (note 18)            |   | 484,225            |   |   | –             |    |   | 46,673             |    |
|               Foreign exchange gain (loss)                                 |   | (139,100           | )      |   | 977,041            |    |   | (585,119           | )       |
|          Loss      on sale-lease back of vehicle                           |   | (41,319            | )      |   | –             |    |   | (45,040            | )       |
|          Write      off of access rights to wholesale priced               |   | –             |   |   |               |    |   |               |    |
|                     condo accommodation (note 8)            |   | –             |   |   | –             |    |   | (27,052            | )       |
|               Write-down of Needles project (note 7 and 20(b))             |   | –             |   |   |  –       |    |   | (1,619,163         | )  |
|          Gain (loss)      on marketable securities                         |   | (698,537           | )      |   | 361,887            |    |   | –             |    |
|          Unrealized      gain (loss) on marketable securities              |   | (8,187             | )      |   | –             |    |   | –             |    |
|               Impairment of intangible assets (note 8)                     |   | –             | )      |   | (1,233,324         | )       |   | –             |    |
|               Impairment of property, plant & equipment (note 7)       |   | (825,000           | )      |   | (2,348,595         | )       |   | (1,800,000         | )       |
|  Total Non-operating Income      (Expense)                                                     |   | (2,810,382         | )      |   | (1,467,784         | )       |   | 1,417,763          |    |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Income (Loss) Before Tax**                                                                        |   | (3,464,951         | )      |   | (3,628,313         | )       |   | (1,627,858         | )       |
| **Income Tax Recovery (Expense)** (note 14)                                                         |   | –             | )      |   | (1,715,970         | )       |   | 9,401              |    |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Net Income (Loss) before      Non-controlling interest**                                          |   | (3,464,951         | )      |   | (5,344,283         | )       |   | (1,618,457         | )       |
| **Net (Loss) attributable to Non-controlling      Interest**                                        |   | –             |   |   | –             |    |   | (746,817           | )       |
| **Net Income (Loss) and Comprehensive      Income (loss) for Period**                               |   | (3,464,951         | )      |   | (5,344,283         | )  |   | (871,640           | )  |
|                                                                                                |   |               |   |   |               |    |   |               |    |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Deficit, Beginning of Period**                                                                    |   | (22,070 ,260       | )      |   | (16,725,977        | )       |   | (15,854,337        | )       |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| **Deficit, End of Period**                                                                          | $      |  (25,535,211  | )      | $      |  (22,070,260  | )       | $      | (16,725,977        | )       |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| Basic earnings (loss) per share                                                                     | $      | (0.12              | )      | $      | (0.19              | )       | $      | (0.03              | )       |
| Diluted earnings (loss) per share                                                                   | $      | (0.12              | )      | $      | (0.19              | )       | $      | (0.03              | )       |
|                                                                                                |   |               |   |   |               |    |   |               |    |
| Weighted average number of common      shares outstanding (note 13 (b))                             |   |               |   |   |               |    |   |               |    |

See accompanying notes to consolidated financial  statements. 

F-5

----

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

|                                                                                                                                                                        |   |               |    |   |               |    |   | Nine-month         |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|--------|--------------------|---------|--------|--------------------|--------|
|                                                                                                                                                                        |   | Year      Ended    |    |   | Year      Ended    |    |   | Year      Ended    |   |
|                                                                                                                                                                        |   | September      30, |    |   | September      30, |    |   | September      30, |   |
|                                                                                                                                                                        |   | 2010               |    |   | 2009               |    |   | 2008               |   |
| **Operating Activities**                                                                                                                                                    |   |               |    |   |               |    |   |               |   |
|          Net      income/(loss)                                                                                                                    | $      | (3,464,951         | )  | $      | (5,344,283         | )  | $      | (871,640           | )      |
| Adjustments to reconcile net income      (loss) to net cash                   Provided by (used in) operating activities: |   |               |    |   |               |    |   |               |   |
|       Net gain on life      settlement contracts                                                                                                             |   | 1,582,464          |    |   | (775,207           | )       |   | (5,447,464         | )      |
|       Income tax      expense                                                                                                                                |   | –             |    |   | 1,712,000          |    |   | –             |   |
|       Non-controlling      interest                                                                                                                          |   | –             |    |   | –             |    |   | (746,817           | )      |
|       Deferred vacation      membership revenue                                                                                                              |   | (1,092,996         | )       |   | (404,303           | )       |   | (973,426           | )      |
|       Amortization of      property and equipment                                                                                                            |   | 729,452            |    |   | 406,785            |    |   | 86,078             |   |
|       Amortization of      intangible assets                                                                                                                 |   | 4,011              |    |   | 684,738            |    |   | 687,962            |   |
|       Impairment on      tangible assets                                                                                                                     |   | 825,000            |    |   | 2,348,595          |    |   | 1,800,000          |   |
|       Impairment on      intangible assets                                                                                                                   |   | –             |    |   | 1,233,324          |    |   | 27,052             |   |
|       Related party      advance (note 18)                                                                                                                   |   | (20,000            | )  |   | 20,000             |    |   | –             |   |
|       Loss on sale-lease      back of vehicle                                                                                                                |   | 41,319             |    |   | –             |    |   | 45,040             |   |
|       Write down on      Needles project                                                                                                                     |   | –             |    |   | –             |    |   | 1,619,163          |   |
|       Accrued interest      on loan from related party                                                                                                       |   | –             |    |   | –             |    |   | 53,820             |   |
|       Gain on settlement      of debt                                                                                                                        |   | (484,225           | )  |   | –             |    |   | (46,673            | )      |
|       Loss (gain)      on marketable securities                                                                                                         |   | 698,537            |    |   | (361,887           | )       |   | –             |   |
|       Unrealized      Loss (gain) on marketable securities                                                                                              |   | 8,187              |    |   | –             |    |   | –             |   |
|       Unrealized foreign      exchange gain                                                                                                                  |   | 144,447            |    |   | –             |    |   | –             |   |
|       Increase      (decrease) in accounts, notes and other receivables                                                                                      |   | 174,070            |    |   | 371,253            |    |   | 321,290            |   |
|       Increase in      short-term deposits                                                                                                              |   | (15                | )       |   | (475               | )       |   | –             |   |
|       Increase      (decrease) in prepaid expenses                                                                                                           |   | 101,351            |    |   | (113,940           | )       |   | (5,738             | )      |
|       Increase      (decrease) in accounts payable and accrued liabilities                                                                                   |   | (44,185            | )       |   | (283,109           | )       |   | 398,523            |   |
|       Increase      (decrease) in deferred revenue                                                                                                           |   | –             | )  |   | (165,931           | )  |   | 2,400,019          |   |
|                                                                                                                                                                        |   |               |    |   |               |    |   |               |   |
| **Cash Used in Operating Activities**                                                                                                                                       |   | (797,534           | )       |   | (672,440           | )       |   | (652,811           | )      |
|                                                                                                                                                                        |   |               |    |   |               |    |   |               |   |
| **Investing Activities**                                                                                                                                                    |   |               |    |   |               |    |   |               |   |
|          Cash      on-hand upon acquisition                                                                                                        |   | –             |    |   | –             |    |   | 814,003            |   |
|               Purchase of property and equipment                                                                                                   |   | (1,134,843         | )       |   | (2,070,200         | )       |   | (5,183,301         | )      |
|          Payments      for intangible property                                                                                                     |   | (48,150            | )  |   | (72,168            | )  |   | –             |   |
|               Purchase of Family Vacation Centers                                                                                                  |   | –             |    |   | –             |    |   | (1,849,589         | )      |
|               Purchase of life settlement investments                                                                                              |   | –             |    |   | –             |    |   | (1,788,567         | )      |
|               Proceeds from life settlement                                                                                                        |   | –             |    |   | 5,371,606          |    |   | –             |   |
|               Payment of life insurance premiums                                                                                                   |   | (344,761           | )       |   | (18,020            | )       |   | (1,118,127         | )      |
|               Realized proceeds on marketable securities                                                                                           |   | 9,961,726          |    |   | 121,512            |    |   | –             |   |
|               Purchase of marketable securities                                                                                                    |   | (8,428,126         | )       |   | (2,000,000         | )       |   | –             |   |
| **Cash Used in Investing Activities**                                                                                                                                       |   | 5,846              |    |   | 1,332,730          |    |   | (9,125,581         | )      |
|                                                                                                                                                                        |   |               |    |   |               |    |   |               |   |
| **Financing Activities**                                                                                                                                                    |   |               |    |   |               |    |   |               |   |
|          Net      proceeds received on share issuance                                                                                              |   | –             |    |   | 195,344            |    |   | 30,000             |   |
|               Additional contribution in Colorado River Resorts LLC                                                                                |   | –             |    |   | –             |    |   | 79,493             |   |
|          Funds      held in trust                                                                                                                  |   | –             |    |   | 79,493             |    |   | (79,493            | )      |
|               Amounts due to (from) related parties (note 18)                                                                                      |   | 314,879            |    |   | (827,653           | )  |   | 685,137            |   |
|               Borrowings (repayments) of Long-term debt                                                                                            |   | (345,072           | )  |   | (62,544            | )  |   | 132,991            |   |
|               Proceeds from Long-term debt                                                                                                         |   | –             |    |   | 855,472            |    |   | 226,882            |   |
|               Secured borrowing                                                                                                                    |   | (157,353           | )  |   | 126,373            |    |   | 137,321            |   |
|          Due      to broker                                                                                                                        |   | (472,850           | )  |   | 569,996            |    |   | –             |   |
| **Cash Provided by Financing      Activities**                                                                                                                              |   | (660,396           | )  |   | 936,481            |    |   | 1,212,331          |   |
|                                                                                                                                                                        |   |               |    |   |               |    |   |               |   |
| **Effect of foreign exchange on cash**                                                                                                                                      |   | –             |    |   | -                  |    |   | 170,720            |   |
| **Increase (Decrease) in Cash**                                                                                                                                             |   | (1,452,084         | )  |   | 1,596,771          |    |   | (8,395,341         | )      |
| **Cash and Cash Equivalents, Beginning      of Period**                                                                                                                     |   | 1,825,635          |    |   | 228,864            |    |   | 8,624,205          |   |
|                                                                                                                                                                        |   |               |    |   |               |    |   |               |   |
| **Cash and Cash Equivalents, End of      Period**                                                                                                                           | $      | 373,551            |    | $      | 1,825,635          |    | $      | 228,864            |   |

Supplemental cash flow information (note 21)   See accompanying notes to consolidated financial statements

F-6

----

| **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 income from investments in life settlement contracts, the sale of  travel and fitness club memberships and monthly dues from the members of its  travel and fitness clubs. As at September 30, 2010, the Company has an accumulated  deficit of $25,535,211 and a working capital deficit of $1,625,163. The Company  anticipates incurring substantial expenditures to further develop its life  settlement and yacht charter lines of business. Although, the Company has cash  on hand of $373,551, the Company’s cash flow from operating activities may not  be sufficient to satisfy its obligations as they come due as well as meeting  the requirements of its capital investment programs and covenants on its long  term debt. These factors cast substantial doubt about the Company’s ability to  continue as a going concern. The continued existence of the Company is  dependent upon its ability to generate profit from its life settlement  investment and vacation club business to meet its obligations as they become  due. If additional cash is needed, the Company intends to finance the future  capital required to acquire life settlement contracts and continued operations  from a combination of traditional debt and equity markets. 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 or expand operations as  planned. These consolidated financial statements do not include any adjustments  to the amounts and classification of assets and liabilities that may be  necessary should the Company be unable to continue as a going concern. |

| **2.** | **Significant Accounting Policies** |
|--------|-------------------------------------|

|   | (a)    | Basis of presentation                                                                                                                                                                                                                   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                    |
|   |   | These consolidated financial statements are prepared in accordance      with Canadian generally accepted accounting principles (“Canadian GAAP”) and      include the accounts of the Company and the following subsidiaries: |

|                                      |      |   | Incorporating             | Date of Acquisition |
|-------------------------------------------|-----------|--------|---------------------------|---------------------|
| Subsidiaries                              | Ownership |   | Jurisdiction              | or Incorporation    |
|                                      |      |   |                      |                |
| Intravelnet Ltd.                          | 100%      |   | Ontario, Canada           | July 25, 2003       |
| ATM Travel Group Ltd. (“ATM”)   | 100%      |   | British Columbia, Canada  | April 3, 2000       |
| International Fitness Vacations (BC) Ltd. | 100%      |   | British Columbia, Canada  | December 31, 2006   |
| Spirit  Yacht Charters Ltd.               | 100%      |   | British  Columbia, Canada | August  7, 2008     |
| American Life Settlement Society LLC      | 100%      |   | State of Delaware, USA    | November 15, 2007   |

F-7

----

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

|   | (a)    | Basis of presentation (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | All significant intercompany balances and transactions have been      eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | As described in note 23, Canadian GAAP differs in certain material      aspects from accounting principles generally accepted in the United States      (“US GAAP”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (b)    | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | The Company generates revenues from yacht charter operations, and the      sale of travel 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. Revenue from yacht charter operations is      recognized at the time the charters are provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)    | Other income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | Net gain on life settlement contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | During the year ended September      30, 2008, the Company entered into the life settlement industry. The Company      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 statements      of operations in the period in which the changes occur. The Company      recognizes in other income the difference between the death benefits and the      carrying value of the policy when the Company determined that settlement and      ultimate collection is reasonably assured.  Other income includes both      recognized and un-recognized amounts and is presented net of related costs      including premium costs.    

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

Interest income is recognized        as it is received. 

Security transactions are        recorded on a trade-date basis. Realized gains and losses on disposal of        investments and unrealized gains and losses in the value of investments, are        reflected in other income and are calculated on an average cost basis. Upon        disposal of an investment, previously recognized unrealized gains or losses        are reversed, so as to recognize the full realized gain or loss in the period        of disposition. |

F-8

----

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

|   | (d)    | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | The Company follows the recommendations of the Canadian Institute of      Chartered Accountants (“CICA) for stock-based compensation and other      stock-based payments. The Company accounts for stock options granted to      directors, employees and consultants using the fair value method. The fair      value of each option granted is estimated on the date of grant using the      Black-Scholes option pricing model and charged to operations over the vesting      period with a corresponding increase in contributed surplus. Upon exercise of      the stock options, the consideration received together with the amount      previously recognized in contributed surplus is recorded as an increase to      capital stock.  Options that are forfeited or expire that were      previously recognized in contributed surplus are recorded as an increase to      retained earnings. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (e)    | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | Property and equipment are stated at cost. Amortization is provided      on a straight-line basis in order to amortize the cost of depreciable assets      over their estimated useful lives. For assets constructed internally,      amortization is charged once the asset is complete and brought into use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | The annual rates applied are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

|                         |          |   |    |   |
|------------------------------|---------------|--------|---------|--------|
| Asset                        | Basis         |   | Rate    |   |
|                         |          |   |    |   |
| Motor vessels                | Straight-line |   | 6%      |   |
| 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)    | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | Intangible assets acquired in a      business combination are identified and recognized at their fair values apart      from goodwill when they arise from either contractual or other rights and may      be sold, transferred, licensed, rented or exchanged, either individually or      with a group of related assets or liabilities. 

 Indefinite life intangible          assets are subjected to impairment tests on an annual basis or when events or          circumstances indicate a potential impairment. If the carrying value of such          assets exceeds the fair values, the assets are written down to fair value.

 Intangible assets with definite        lives are amortized over their estimated useful lives. Intangible assets with        indefinite lives are initially recognized at cost. Once an intangible asset’s        expected useful life is determined to no longer be indefinite, it will be        amortized over its remaining expected useful life. 

The intangible asset under        construction is the membership database, will be evaluated to determine the        estimated useful life upon completion. The database was completed and entered        service during fiscal 2010. |

F-9

----

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

|   | (f)    | Intangibles (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | The membership database acquired in the Family Vacations Centre      business acquisition is amortized on a straight-line basis over the remaining      term of the memberships acquired up to a maximum of 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (g)    | 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. 

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

The Company’s integrated        operations, translate monetary assets and liabilities denominated in foreign        currencies at exchange rates in effect at the balance sheet date and        non-monetary items at historical rates. Revenues and expenses are translated        at the exchange rate at the date of the transactions.  Gains and losses        on translation are included in the income statement. The Company has        determined that all of its subsidiaries are integrated foreign operations. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (h)    | Factoring of note receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | 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 (notes 5 and 19), which is accreted      to the gross value through a charge to interest expense over the term of the      membership contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (i)    | Earnings (loss 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 (loss) 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 considers conversion at the option of the      Series “B” holder does 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. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-10

----

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

|   | (i)    | Earnings (loss) per share (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | 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 to constitute a barrier to conversion as some target      performance or event has not been met or occurred. 

Under the treasury stock          method, diluted earnings (loss)-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 13(b) for          calculation of weighted average share outstanding for calculation of diluted          earnings per share. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (j)    | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | Income taxes are accounted for under the asset and liability method.      Future income tax assets and liabilities are recognized for future tax      consequences attributable to differences between the financial statement      carrying amounts of existing assets and liabilities and their respective tax      basis and operating loss carry-forwards. Future income tax assets and      liabilities are measured using enacted or substantially enacted tax rates      expected to apply to taxable income in the years in which those temporary differences      are expected to be recovered or settled. The effect on future income tax      assets and liabilities of a change in tax rates is recognized in income in      the period that includes the substantial enactment date. To the extent that      it is more likely than not those future income tax assets will not be      realized, a valuation allowance is recorded for the excess.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (k)    | Impairment of long lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | Long-lived assets are tested for impairment whenever circumstances      indicate that the carrying value may not be recoverable. When events or      circumstances indicate that the carrying amount of long-lived assets, other      than indefinite life intangibles, are not recoverable, the long-lived assets      are tested for impairment by comparing the estimate of future expected cash      flows to the carrying amount of the assets or groups of assets. If the      carrying value is not recoverable from future expected cash flows, any loss      is measured as the amount by which the asset's carrying value exceeds fair      value and recorded in the period. Recoverability is assessed relative to      undiscounted cash flows from the direct use and disposition of the asset or      group of assets.                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | For assets that are under construction, the Company evaluates      recoverability when circumstances indicate that the carrying value of an      asset may not be recoverable. Estimates of recoverability are based on      undiscounted cash flows that is expected from the use and eventual      disposition of the assets or when there is no undiscounted cash flows, the      fair value of the asset on the reporting date. When impairment in value is      noted, the carrying value of the property and equipment is reduced by a      charge to operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

F-11

----

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

|   | (l)    | Use of estimates and measurement uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | The preparation of financial statements in conformity with Canadian      GAAP requires management to make estimates and assumptions that affect the      reported amounts of assets and liabilities and disclosure of contingent      assets and liabilities at the date of the financial statements, and the      reported amounts of revenues and expenses during the reporting period.      Significant areas requiring the use of estimates include the valuation of      amounts and notes receivable, impairment of assets, including intangible      assets, rates for amortization and revenue recognition, balances of accrued      liabilities, income taxes provision, valuation allowance for future income      tax assets, and the determination of the variables used in the calculation of      fair value of life settlement contracts and stock-based compensation. While      management believes the estimates used are reasonable, actual results could      differ from those estimates and could impact future results of operations and      cash flows. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (m)    | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | Securities with original maturities of three months or less are      considered cash equivalents, at cost. The securities are highly liquid and      can be converted to known amounts of cash at any time, and are held at major      financial institutions. Accrued interest on the guaranteed investment      certificates, included as cash equivalents, is at the stated interest rate      over the term of the instrument and included in amounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (n)    | Accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | The Company maintains reserves for potential credit losses on      accounts receivable. Management reviews the composition of accounts      receivable and analyzes historical bad debts, customer concentrations,      customer credit worthiness, current economic trends and changes in customer      payment patterns to evaluate the adequacy of the reserve.             Accounts receivable will be considered delinquent if payment is not      received before the due dates established in the sales agreement with      customers. Delinquent account balances are written-off after management has      determined that the likelihood of collection is not probable, and known bad      debts are written off against allowance for doubtful accounts when      identified.                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (o)    | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | Comprehensive income includes both net earnings and other      comprehensive income. Other comprehensive income (“OCI”) includes holding      gains and losses on available for sale investments, gains and losses on      certain derivative financial instruments and foreign currency gains and      losses relating to self-sustaining foreign operations, all of which are not      included in the calculation of net earnings until realized. The Company does      not have any differences between net income (loss) and comprehensive income      (loss) items for the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (p)    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

|   |   | 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. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-12

----

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

|   | (p)    | Financial instruments (continued)                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | 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.  Transaction costs for held-for-trading financial assets are expensed          as incurred. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |

|   |   | 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 that 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 operations to reflect          impairments that are considered to be other than temporary.  Transaction          costs for available-for-sale financial assets are expensed as incurred. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | 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 adding transaction costs that are directly      attributable to the acquisition or issue of a financial asset or financial      liability to the amount.                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | The following table summarizes the Company’s selected financial      instrument classifications:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

|                                              |                  |
|---------------------------------------------------|-----------------------|
| Financial instrument                              | Classification        |
|                                              |                  |
| Cash and cash equivalents and funds held in trust | Held-for-trading      |
| Short-term deposits                               | Held-to-maturity      |
| Marketable securities                             | Held-for-trading      |
| Amounts and notes receivable                      | Loans and receivables |
| Life settlement contract receivable               | Loans and receivables |
| Other receivables and related party advance       | 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 borrowing and due to broker               | Other liabilities     |
| Long term debt and promissory note payable        | Other liabilities     |
| Loan from related parties                         | Other liabilities     |

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

F-13

----

| **2.** | **Significant Accounting Policies (continued)** |
|--------|-------------------------------------------------|
|   |                                            |   |
|   | (r)                                             | Business Segment |
|   |                                            |   |
|   |                                            | The Company operates in one reporting segment, the travel and      vacation club.  All of the Company’s operations, assets and employees      are located in Canada. |
|   |                                            |   |
|   |                                            | The Company also invests in life settlement contracts in the United      States. However, as at September 30, 2010, the life settlement business does      not constitute a clearly identifiable business segment. |
|   |                                            |   |
|   | (s)                                             | Adoption of new accounting standards |
|   |                                            |   |
|   |                                            | **i.  Financial Instruments – Disclosures – Revised    section 3862** |
|   |                                            |   |
|   |                                            | The amendments to CICA HB 3862      expand the disclosures required in respect of fair value measurements and      liquidity risk.  The Company has not provided comparative information      for these expanded disclosures in the current year in accordance with the transitional      relief offered in these amendments.  The result of the expanded      disclosures required the Company to identify the degree to which the fair      value is observable.  The Company’s analysis is included in Note 5(d). |

|   |   | **ii. Goodwill and Intangible Assets – Section 3064 and Financial      Statement Concept – Section 1000**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | As at October 1, 2008 the      Company adopted CICA HB 3064 and the revised HB 1000 on a retrospective      basis, with restatement, and as a result has recorded an adjustment of      $1,599,590 to deficit previously reported as at September 30, 2008. Whereas      previously the Company deferred commission costs related to the sale of      travel memberships and amortized these costs straight-line to income over a 5      year term these amounts no longer meet the criteria for asset recognition.      The Company also previously capitalized costs relating to the set up of      future businesses. As per the transitional requirements of the standards, the      effects of adoption have been recorded on a retrospective basis. Accordingly,      the Company has reflected an increase of $41,661 to previously reported net      loss for the fiscal period ended September 30, 2008, a $228,455 decrease in      previously reported income for the period ended September 30, 2007, and a      reduction to deficit at October 1, 2006 of $1,352,796. The impact on the      balance sheet was to reduce total assets in 2008 by $1,599,590 (2007:      $1,641,251) and increase the retained deficit by $1,599,590 (2007:      $1,641,251). There were no income tax impact from these changes. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | **iii.  Credit Risk and      the Fair Value of Financial Assets and Liabilities – EIC 173**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | On January 20, 2009 the Company      adopted EIC-173 – Credit risk and the fair value of financial assets and      financial liabilities.  This EIC requires that the Company should      consider both the Company’s own credit risk and the credit risk of the      counterparty in determining the fair value of financial assets and financial      liabilities, including derivative financial instruments, The Company reviewed      the impact of EIC-173 and there was no impact on the financial      statements.  The Company did not retrospectively apply this EIC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

F-14

----

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

|   | (t)    | Adoption of future accounting standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | **i.  Business Combinations – 1582**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | In January 2009, the CICA issued Section 1582 – Business      Combinations, which replaces Section 1581 – Business Combinations, and      Section 1601 – Consolidated Financial Statements and Section 1602 –      Non-Controlling Interests, which replace Section 1600 – Consolidated      Financial Statements. These new sections are effective for years beginning on      or after January 1, 2011 with earlier adoption permitted.  Sections 1582      and 1602 will require net assets, non-controlling interests and goodwill      acquired in a business combination to be recorded at fair value and      non-controlling interests will be reported as a component of equity. In      addition, the definition of a business is expanded and is described as an      integrated set of activities and assets that are capable of being managed to      provide a return to investors or economic benefits to owners. As well      acquisition costs are not part of the consideration and are to be expensed      when incurred. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | **ii. Accounting changes – 1506**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | In June 2009, the CICA issued amendments to CICA Handbook Section      1506, Accounting Changes. Section 1506 was amended to exclude from its scope      changes in accounting policies upon the complete replacement of an entity’s      primary basis of accounting. The amendments were effective for annual and      interim financial statements relating to fiscal years beginning on or after      July 1, 2009. The adoption of International Financial Reporting Standards      (“IFRS”) is not expected to qualify as an accounting change under CICA 1506.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | **iii. Multiple Deliverable Revenue Arrangements – EIC175**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | In December 2009, the CICA issued EIC175 – Multiple Deliverable      Revenue Arrangements. This EIC required the Company to divide revenue      arrangements with multiple deliverables to be divided into separate units      accounting, with separate revenue recognition criteria. The Company does not      expect the adoption of EIC175 to have a material impact on the financial      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|   |   | **iv.  International Financial Reporting Standards ("IFRS") **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | In 2006, the Canadian Accounting Standards Board ("AcSB")      published a new strategic plan that will significantly affect financial      reporting requirements for Canadian companies. The AcSB strategic plan      outlines the convergence of Canadian GAAP with IFRS over an expected five      year transitional period. In February 2008 the AcSB announced that 2011 is      the changeover date for publicly-listed companies to use IFRS, replacing      Canada's own GAAP. The date is for interim and annual financial statements      relating to fiscal years beginning on or after January 1, 2011. The      transition date of January 1, 2011 will require the restatement for      comparative purposes of amounts reported by the Company for the year ended      September 30, 2010. While the Company has begun assessing the adoption of      IFRS for 2011, the financial reporting impact of the transition to IFRS      cannot be reasonably estimated at this time. |

F-15

----

| **3.** | **Marketable Securities**             

**Balances as at September 30, 2010** |
|--------|--------------------------------------------------------------------------------------------------------|

|                                                          |   | Number of shares held |   |   | Cost      |   |   | Quoted Market price per share |   |   | Fair Value |   |
|---------------------------------------------------------------|--------|-----------------------|--------|--------|-----------|--------|--------|-------------------------------|--------|--------|------------|--------|
|                                                          |   |                  |   |   |      |   |   |                          |   |   |       |   |
| SUNC2 Network Corp.                                           |   | 10,000                |   | $      | 8,238     |   | $      | 0.005                         |   | $      | 51         |   |
|                                                          |   |                  |   |   |      |   |   |                          |   |   |       |   |
| **Total**                                                     |   | **10,000**            |   | **$**  | **8,238** |   |   |                          |   | **$**  | **51**     |   |
|                                                          |   |                  |   |   |      |   |   |                          |   |   |       |   |
| **Balances as at September 30, 2009**     |   |

|                                                                                                                                                                                                                                |   | Number of shares held |   |   | Cost          |   |   | Quoted Market price per share |   |   | Fair Value    |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|--------|--------|---------------|--------|--------|-------------------------------|--------|--------|---------------|--------|
|                                                                                                                                                                                                                                |   |                  |   |   |          |   |   |                          |   |   |          |   |
| HSE Integrated                                                                                                                                                                                                                      |   | 1,339,500             |   | $      | 622,625       |   | $      | 0.700                         |   | $      | 937,650       |   |
|                                                                                                                                                                                                                                |   |                  |   |   |          |   |   |                          |   |   |          |   |
| Huntington Bancshares Inc.                                                                                                                                                                                                          |   | 250,000               |   | $      | 1,144,580     |   | $      | 5.0397                        |   | $      | 1,259,925     |   |
|                                                                                                                                                                                                                                |   |                  |   |   |          |   |   |                          |   |   |          |   |
| SUNC2 Network Corp.                                                                                                                                                                                                                 |   | 50,000                |   | $      | 77,242        |   | $      | 0.856                         |   | $      | 42,800        |   |
|                                                                                                                                                                                                                                |   |                  |   |   |          |   |   |                          |   |   |          |   |
| **Total**                                                                                                                                                                                                                           |   | **1,639,500**         |   | **$**  | **1,844,447** |   |   |                          |   | **$**  | **2,240,375** |   |
|                                                                                                                                                                                                                                |   |                  |   |   |          |   |   |                          |   |   |          |   |
| Investments in shares of public companies traded on a recognized        securities exchange are recorded at the closing bid prices on the last day        the security traded on, or prior to, the consolidated balance sheet date. |   |

|   | Due to broker consists of margin borrowings less cash advanced      collateralized by the Company’s investments held at the broker. In the normal      course of business, the Company utilizes the margin borrowings to finance      some of its marketable securities activities. At September 30, 2010 the      Company owed $97,146 (2009: $569,996, 2008: $nil). The margin account is due      on demand and is subject to margin calls. All securities held by the broker      are pledged in relation to the brokers account. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-16

----

| **4.** | **Segment reporting** |
|--------|-----------------------|

|   | The Company operates in one business segment being hospitality and      tourism. |   |
|--------|----------------------------------------------------------------------------------|--------|

|                                              |   | September 30,        2010 |   |   | September 30,        2009 |   |
|---------------------------------------------------|--------|---------------------------|--------|--------|---------------------------|--------|
| Identifiable Assets                               |   |                      |   |   |                      |   |
|     Canada                         | $      | 9,833,600                 |   | $      | 14,423,203                |   |
|     United States of America       |   |  2,670,070           |   |   |  4,052,220           |   |
| **Total Assets**                                  | **$**  | **12,503,670**            |   | **$**  | **18,475,423**            |   |
| **Revenue**                                       |   |                      |   |   |                      |   |
|      Canada                   | $      | 4,197,712                 |   | $      | 3,740,558                 |   |
|      United States of America |   | –                    |   |   | –                    |   |
| **Total Revenue**                                 | **$**  | **4,197,712**             |   | **$**  | **3,740,558**             |   |
| **Net Income (loss)**                             |   |                      |   |   |                      |   |
|     Canada                         | $      | (1,882,487                | )      | $      | (6,045,762                | )      |
|     United States of America       |   | (1,582,464                | )      |   | 701,479                   |   |
| **Total net income (loss)**                       | **$**  | **(3,464,951**            | **)**  | **$**  | **(5,344,283**            | **)**  |

|   | All membership and travel revenues        are earned in Canada (2009 – 100%, 2008 – 100%).  There are no major        customers that account for 10% or more of the Company’s revenue (2009: nil; 2008:        nil). 

All losses on        the investment in life settlement contracts are derived from life insurance        policies held in the USA (2009: 100%, 2008: 100%).  There are no insured        parties that account for 10% or more of the Company’s revenue (2009: nil, 2008:        1 insured party). |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **5.** | **Financial Instruments** |
|--------|---------------------------|

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

|                                     |   | Risks     |             |
|------------------------------------------|--------|-----------|------------------|
|                                     | Credit | Liquidity | Foreign Exchange |
| Measured at amortized cost:              |   |      |             |
| Accounts & notes receivable          | X      |      |             |
| Other receivables                        | X      |      |             |
| Accounts payable and accrued liabilities |   | X         |             |
| Convertible debentures                   |   | X         |             |
| Secured borrowings                       |   | X         | X                |
| Long term debt                           |   | X         | X                |
| Loans from related parties               |   | X         |             |
| Due to broker                            |   | X         |             |
| Related party advance                    | X      |      |             |
| Measured at fair value:                  |   |      |             |
| Cash and cash equivalents                | X      |      | X                |
| Funds held in trust                      | X      |      | X                |
| Short- term deposits                     | X      |      |             |
| Marketable securities                    | X      |      |             |
| Investment in life settlement contracts  | X      |      | X                |
|                                     |   |      |             |

F-17

----

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

|   |   | There was no change to the risks faced by the Company for the year      ended September 30, 2010. |   |
|--------|--------|---------------------------------------------------------------------------------------------------|--------|

|   | (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, |   |   | September 30,       |   |
|-----------------------------------------|--------|---------------|--------|--------|---------------------|--------|
|                                    |   | 2010          |   |   | 2009                |   |
| Cash and cash equivalents               | $      | 373,551       |   | $      | 1,825,635           |   |
| Funds held in Trust                     |   | –        |   |   | –              |   |
| Short-term deposits                     |   | 14,700        |   |   | 14,685              |   |
| Marketable securities                   |   | 51            |   |   | 2,240,375           |   |
| Amounts and notes receivable            |   | 194,910       |   |   | 387,727             |   |
| Investment in life settlement contracts |   | 2,670,070     |   |   | 4,052,220           |   |
| Other receivables                       |   | 14,360        |   |   | 17,284              |   |
| Related party advance                   |   | –        |   |   | 205,000             |   |
| **Total**                               | **$**  | **3,267,642** |   | **$**  | ** 8,742,926** |   |

|   | (a)    | Credit risk (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | *Cash and cash equivalents and short term deposits:*Credit risk      associated with these assets is minimized substantially by ensuring that      these financial assets are placed in debt instruments of well-capitalized      financial institutions.                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | *Amounts and notes receivable and other receivables:*Credit  risk associated with these assets is minimized due to their nature. All notes  receivable are carried at net after allowing for bad debts and unearned  interest. The provision for doubtful amounts receivable is an estimate based on  an assessment of individual accounts and the length of time balances have been  outstanding. As of September 30, 2009 the allowance for doubtful amounts and  note receivables totaled $56,002 (2009 - $328,361). |

| Allowance for doubtful amounts, beginning of the year: | $ |    328,361      |   |
|--------------------------------------------------------|---|---------------------------|--------|
| Net bad debts provisions (recovery)                    | $ |   (272,359)     |   |
| Allowance for doubtful amounts, end of year:           | $ |     56,002 |   |

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

F-18

----

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

|   | (b) | Liquidity risk (continued) |
|--------|-----|----------------------------|

| Expected payments by period as at September 30, 2010 |
|------------------------------------------------------|

|                                     |   | Within 1 year | 1-2 years   | 2-3 years   | 3-4 years     | 4-5 years   | 5 + years     | Total          |
|------------------------------------------|--------|---------------|-------------|-------------|---------------|-------------|---------------|----------------|
| Accounts payable and accrued liabilities | $      | 570,662       | –      | –      | –        | –      | –        | 570,662        |
| Due to broker                            |   | 97,146        | –      | –      | –        | –      | –        | 97,416         |
| Secured borrowing                        |   | 106,341       | –      | –      | –        | –      | –        | 106,341        |
| Loans from related parties               |   | 92,033        | –      | –      | –        | –      | –        | 92,033         |
| Life settlement premiums*                |   | 366,814       | 385,154     | 404,412     | 424,633       | 445,864     | 2,017,818     | 4,044,695      |
| Long-term debt                           |   | 177,128       | 139,734     | 148,274     | 4,558,190     | –      | –        | 5,023,326      |
| Lease and Contracts                      |   | 50,508        | 33,965      | 22,438      | 4,144         | –      | –        | 111,055        |
| **TOTAL**                                | **$**  | **1,460,632** | **558,853** | **575,124** | **4,986,967** | **445,864** | **2,017,818** | **10,045,528** |

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

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

|   | (c)    | Market risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | Market risk is the risk that fair value or future cash flows of      financial instrument will fluctuate because of changes in interest rates,      other market prices, and/or foreign currency exchange rates. The carrying      amounts of the Company’s financial instruments are not subject to interest      rate risk. In 2009 the construction loan was converted to a loan having a      fixed interest rate (note 12.) Life settlement contracts are measured at fair      value on each balance sheet date. Market risks associated with the financial      standing of the issuer and changes in economic conditions affecting the      issuer may affect the fair value of such financial instruments. |

F-19

----

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

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

|                                          |    | **Foreign Currency Risk(1)** |    |
|-----------------------------------------------|---------|------------------------------|---------|
|                                          |    |                         |    |   | -10%(1) |   |   | +10%(1) |   |
|                                          |    | Carrying amount              |    |   | Net |   |   | Net |   |
|                                          |    | **September 30,****2010**    |    |   | earnings |   |   | earnings   |   |
| **Financial assets**                          |    |                         |    |   |   |   |   |   |   |
|  Cash and cash equivalents               | $  | (475                         | )  | $ | 48 |   | $ | (48 | )  |
|  Marketable securities                   |    | 51                           |    |   | (5 | ) |   | 5 |   |
|  Investment in life settlement contracts |    | 2,670,070                    |    |   | (267,007 | ) |   | 267,007 |   |
| **Financial liabilities**                     |    |                         |    |   |   |   |   |   |   |
|  Due to Broker                           |    | 97,146                       |    |   | 9,715 |   |   | (9,715 | ) |
|  Long term debt – current           |    | 131,685                      |    |   | 13,169 |   |   | (13,169 | ) |
|  Long term debt – non current       |    | 4,846,198                    |    |   | 484,620 |   |   | (484,620 | ) |
| **Total (decrease) increase**                 |    |                         |    | $  | 240,540 |   | $ | (240,540 | )  |

|                                          |    |                          |   |    |     |   |   |                 |    |
|-----------------------------------------------|---------|-------------------------------|--------|---------|----------|--------|--------|----------------------|---------|
|                                          |    | **Foreign Currency Risk(1)**  |   |
|                                          |    |                          |   |    | -10%(1)  |   |   | +10%(1)              |    |
|                                          |    | Carrying amount               |   |    | Net      |   |   | Net                  |    |
|                                          |    | **September 30,        2009** |   |    | earnings |   |   | earnings   |    |
| **Financial assets**                          |    |                          |   |    |     |   |   |                 |    |
|  Cash and cash equivalents               | $  | 13,561                        |   | $       | (1,356   | )      | $      | 1,356                |    |
|  Marketable securities                   |    | 1,302,725                     |   |    | (130,273 | )      |   | 130,273              |    |
|  Investment in life settlement contracts |    | 4,052,220                     |   |    | (405,223 | )      |   | 405,223              |    |
| **Financial liabilities**                     |    |                          |   |    |     |   |   |                 |    |
|  Due to Broker                           |    | 569,996                       |   |    | 57,000   |   |   | (57,000              | )       |
|  Long term debt – current           |    | 138,525                       |   |    | 13,853   |   |   | (13,853              | )       |
|  Long term debt – non current       |    | 5,182,838                     |   |    | 518,284  |   |   | (518,284             | )       |
| **Total (decrease) increase**                 |    |                          |   | $  | 52,285   |   | $      | (52,285              | )  |

|   | (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%:                                                                                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                              |
|   |   | The Company is exposed to currency risk in relation to their US      dollar financing referred to in note 12 and the investment in life settlement      contracts (note 6) denominated in US dollars. The Company has not entered      into any foreign currency contracts to mitigate this risk. |

F-20

----

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

|   | (d) | Fair value |
|--------|-----|------------|

|   |   | Carrying amounts of certain of      the Company’s financial instruments, including amounts and notes receivable,      other receivables, related party advance, accounts payable, accounts payable      – other, accrued liabilities, due to broker, secured borrowing, loans from      related parties and convertible debentures approximate fair values due to      their short-term maturities. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | The fair value of other financial instruments are as follows:                                                                                                                                                                                                                                                                                                                                                 |

|           |   | Carrying Value |   |   | Fair Value |   |
|----------------|--------|----------------|--------|--------|------------|--------|
| Long-term debt | $      | 4,995,884      |   | $      | 5,292,198  |   |

|   | * Fair values for long-term debt are      determined with reference to market interest rates at September 30, 2010. |
|--------|---------------------------------------------------------------------------------------------------------------------|

|   |   | Fair Value Analysis |
|--------|--------|---------------------|

|   |   | The      following table provides an analysis of financial instruments that are      measured subsequent to initial recognition at fair value, grouped into levels      1 to 3 based on the degree to which fair value is observable: 

Level 1          fair value measurements are those derived from quoted prices (unadjusted)  in          active markets for identical assets or liabilities; 

Level 2        fair value measurements are those derived from inputs other than quoted        prices included within Level 1 that are observable for the asset or        liability, either directly (i.e. as prices) or indirectly (i.e. derived from        prices); and 

Level 3        fair value measurements are those derived from valuation techniques that        include inputs for the asset or liability that are not based on observable        market data (unobservable inputs.) |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                    | Level 1 | Level 2 | Level 3   |
|-----------------------------------------|---------|---------|-----------|
| Held-for-trading financial assets       |    |    |      |
| Cash and cash equivalents               | 373,551 | –  | –    |
| Short term deposits                     | 14,700  | –  | –    |
| Marketable securities                   | 51      | –  | –    |
| Investment in life settlement contracts | –  | –  | 2,670,070 |

|   |   | There were      no significant transfers between Level 1 and 2 in the period. 

Reconciliation          of Level 3 fair value measurements of financial assets: 

Unquoted        life settlement policies |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Opening balance                            | $      | 4,052,220  |   |
|--------------------------------------------|--------|------------|--------|
| Total gains or losses                      |   |       |   |
|    In profit or loss (Note 6)    |   | (1,382,150 | )      |
|    In other comprehensive income |   | –     |   |
| Purchases                                  |   | –     |   |
| Sales                                      |   | –     |   |
| Transfers out of level 3                   |   | –     |   |
| Closing balance                            | $      | 2,670,070  |   |

F-21

----

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

|   | Fair Value Analysis (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Unquoted  life settlement policies include holdings in unlisted life settlement policies  which are measured at fair value.  Fair value is estimated using a  discounted cash flow model, which includes some assumptions that are not  supportable by observable market prices or rates.  In determining the fair  value, a life expectancy, premium growth factor of 5.0% (2009: 5.0%) and a  discount factor of 12% (2009: 12%) are used.  If the life expectancies  were increased or decreased by 10 months, discount factors were increased or  decreased by 2%, premium growth rates were increased and decreased by 1%, while  all other variables are held constant, the carrying value of the investment in  life settlement policies would increase (decrease) by: |

|                           | Life      Expectancy | Discount      Rate | Premium      Growth |
|--------------------------------|----------------------|--------------------|---------------------|
|                           | +10      Months      | (10      Months)   | +2%                 | (2%) | +1% | (1%) |
| Investment in life settlements | $ 2,065,007          | $ 3,097,751        | $ 2,032,946         | $ 3,465,657 | $2,552,407 | $2,781,597 |
| Increase (Decrease)            | $ (605,063)          | $ 427,681          | $ (637,124)         | $ 795,587 | $(117,663) | $111,527 |

| **6.** | **Investments in life settlement contracts** |
|--------|----------------------------------------------|

|   | The Company purchases life settlement contracts for long term      investment purposes and accounts for these investments under CICA HB 3855.      The Company designated the investments in life settlement contracts as      held-for-trading that are recorded at fair value on each reporting date. As      of September 30, 2010 and 2009 the Company has the following investment in      life settlement contracts: The table below summarizes the attributes of      outstanding life settlement contracts at September 30, 2010 and 2009: |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                                         |   | Number of |   |   | Estimated Fair |   |   | Face         |   |   | Face         |   |
|------------------------------------------------------------------------------------------------------------------------------|--------|-----------|--------|--------|----------------|--------|--------|--------------|--------|--------|--------------|--------|
| Year                                                                                                                         |   | contracts |   |   | value          |   |   | value (CAD)  |   |   | value (USD)  |   |
|                                                                                                                         |   |      |   |   |           |   |   |         |   |   |         |   |
| 2009                                                                                                                         |   | 5         |   | $      | 4,052,220      |   |   | $ 27,802,146 |   |   | $ 25,930,000 |   |
| 2010                                                                                                                         |   | 4         |   | $      | 2,670,070      |   |   | $ 16,309,972 |   |   | $15,838,000  |   |
|                                                                                                                         |
|          For the years ended September 30, 2010, 2009 and 2008, the        investments experienced the following gains: |

|   |    | Realized       |   |    | Unrealized     |    |
|--------|---------|----------------|--------|---------|----------------|---------|
| Year   |    | Gains (Losses) |   |    | Gains (Losses) |    |
|   |    |           |   |    |           |    |
| 2008   | $  | 3,736,541      |   | $  | 1,710,923      |    |
| 2009   | $  | –         |   | $  | 775,207        |    |
| 2010   | $  | –         |   | $  | (1,582,464     | )  |

F-22

----

| **6.** | **Investments in life settlement contracts (continued)** |
|--------|----------------------------------------------------------|

|   | At September 30, 2008 the Company had a life settlement contract      receivable of $5,371,606 following the settlement of a life insurance policy      in 2008. As a result of the settled contract, the company had recognized a      gain of $3,736,541 in the year ended September 30, 2008. The Company received      the proceeds from the settled life insurance policy during the year ended      September 30, 2009.  No life insurance policies settled during the year      ended September 30, 2010. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Fair value is estimated in good-faith based on information available      to the Company on those dates. The Company considers the following factors in      its fair value estimates: 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. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Assumptions : The fair value of life settlement contracts are      estimated using present value calculations, with the following weighted      average assumptions. These assumptions are by their nature inherently      uncertain and the effect of changes in estimates may be significant.      Information about the extent to which the fair value could reasonably vary in      the near term, is disclosed in note 5 d), by disclosing the effect of changes      in significant underlying assumptions used to estimate the amount. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                         |   |                                       |   |   |                                       |   |
|----------------------------------------------|--------|--------------------------------------------|--------|--------|--------------------------------------------|--------|
|                                         |   | September 30, 2010                         |   |   | September 30, 2009                         |   |
|                                         |   |                                       |   |   |                                       |   |
| Average age of insured                       |   | 82 years                                   |   |   | 80 years                                   |   |
|                                         |   |                                       |   |   |                                       |   |
| Average life expectancy                      |   | 10 years                                   |   |   | 10 years                                   |   |
| Expected premium growth                      |   | 5%                                         |   |   | 5%                                         |   |
| Average maturity value                       |   | $4,077,493                                 |   |   | $5,200,000                                 |   |
| Mortality rates           Discount rate |   | Standard Life        Expectancy        12% |   |   | Standard Life        Expectancy        12% |   |

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

|                   |   |             |   |   | Accumulated  |   |   |         |   |   | Net Book  |   |
|------------------------|--------|------------------|--------|--------|--------------|--------|--------|--------------|--------|--------|-----------|--------|
| September 30, 2010     |   | Cost             |   |   | Amortization |   |   | Impairment   |   |   | Value     |   |
|                   |   |             |   |   |         |   |   |         |   |   |      |   |
| Motor vessels          | $      |  14,762,773 |   | $      | 917,601      |   | $      | 4,973,595    |   | $      | 8,871,576 |   |
| Vehicles               |   | 132,000          |   |   | 60,417       |   |   |  – |   |   | 71,583    |   |
| Equipment              |   | 265,730          |   |   | 173,247      |   |   |  – |   |   | 92,483    |   |
| Computers              |   | 5,569            |   |   | 3,987        |   |   |  – |   |   | 1,582     |   |
| Leasehold improvements |   | 181,668          |   |   | 117,500      |   |   |  – |   |   | 64,168    |   |
|                   |   |             |   |   |         |   |   |         |   |   |      |   |
|                   | $      |  15,347,740 |   | $      | 1,272,752    |   | $      | 4,973,595    |   | $      | 9,101,393 |   |

F-23

----

| **7.** | **Property and Equipment (continued)**   |
|--------|-----------------------------------------------|

|                   |   |             |   |   | Accumulated   |   |   |         |   |   | Net Book        |   |
|------------------------|--------|------------------|--------|--------|---------------|--------|--------|--------------|--------|--------|-----------------|--------|
| September 30, 2009     |   | Cost             |   |   | Amortization  |   |   | Impairment   |   |   | Value           |   |
|                   |   |             |   |   |          |   |   |         |   |   |            |   |
| Motor vessels          | $      |  13,726,249 |   | $      |  307,312 |   | $      | 4,148,595    |   | $      |  9,270,342 |   |
| Vehicles               |   | 75,000           |   |   | 35,417        |   |   |  – |   |   | 39,583          |   |
| Equipment              |   | 270,305          |   |   | 120,588       |   |   |  – |   |   | 149,717         |   |
| Computers              |   | 9,559            |   |   | 6,488         |   |   |  – |   |   | 3,071           |   |
| Leasehold improvements |   | 183,207          |   |   | 83,599        |   |   |  – |   |   | 99,608          |   |
|                   |   |             |   |   |          |   |   |         |   |   |            |   |
|                   | $      |  14,264,320 |   | $      |  553,404 |   | $      | 4,148,595    |   | $      |  9,562,321 |   |

|   | Accumulated amortization and      write-downs includes a $825,000 (2009 - $2,348,595) impairment charge against      motor vessels. 

The value of property, plant          & equipment not in use at September 30, 2010 are Motor Vessel $398,073 (2009:          $nil).  Assets that are not in use have not been depreciated during the          year. 

The carrying value  of items of Property Plant and Equipment that are under capital leases are  vehicles with a carrying value of $14,583 (2009: $39,583).  The cost and  accumulated amortization for the vehicles is $75,000 and $60,417 respectively (2009:  $75,000 and $35,417).

From time to time during the        year, the Company has made property, plant and equipment, when not in use,        available to management and employees for which management and employees        reimburses the Company for all direct charges and sundry costs. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The Company recognized an      impairment loss on the carrying value of the motor vessel that was completed      during the prior year, in the amount of $750,000 (2009: $2,348,595, 2008: $1,800,000).      Due to the current economic environment, the Company concluded that the      vessel had a market value of $8,250,000 (2009: 9,182,697). 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. 

 On January 15, 2009 the Needles          Property held by Colorado River Resorts was foreclosed. As a result of the          foreclosure the land was returned to the promissory note holder in exchange          for full and final settlement of the debt obligation. The Company has          derecognized the land in 2009 resulting in a decrease to property plant and          equipment of $7,602,530 (2008: 1,619,163) (see note 20(b)). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-24

----

| **8.** | **Intangible Assets** |
|--------|-----------------------|

|   | As of      September 30, 2010, the Company had finite-lived intangible assets which      totaled $116,307 (2009 – $nil), net of accumulated amortization of $4,011 (2009      - $1,369,476) and impairment of $nil (2009 - $1,233,324). At September 30, 2010,      the Company had one finite-lived intangible asset which consisted of a proprietary      database for managing its membership and travel operations.   

During fiscal          2009, the Company began to develop and create its own computerized membership          database based on new technology, to replace the aging legacy membership          database system the Company was previously utilizing. The database was          completed & implemented during the current fiscal year.  The total cost          to developing the database was $120,318 (2009 – $72,168). |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Intangible assets                          |   | September 30, |   |   | September 30, |   |
|-------------------------------------------------|--------|---------------|--------|--------|---------------|--------|
|                                            |   | 2010          |   |   | 2009          |   |
|                                            |   |          |   |   |          |   |
| Vacation club membership (note 20(a))           | $      | –       |   | $      | 2,602,800     |   |
| Accumulated amortization                        |   | –       |   |   | (1,369,476    | )      |
| Impairment write-down (i)                       |   | –       |   |   | (1,233,324    | )      |
|                                            |   |  –  |   |   |  –  |   |
|                                            |   |          |   |   |          |   |
| Development of computerized membership database | $      | 72,168        |   | $      | 72,168        |   |
| Additions to computerized membership database   |   | 48,150        |   |   |          |   |
| Accumulated amortization                        |   | (4,011        | )      |   |          |   |
| **Total intangible assets**                     | **$**  | **116,307**   |   | **$**  | **72,168**    |   |

|   | (i) | During 2009 the Company identified that certain family vacation club      members acquired were no longer maintaining active membership and were      impaired and accordingly recognized an impairment of $1,233,324. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

|                        |   | September 30,   |   |   | September 30,   |   |
|-----------------------------|--------|-----------------|--------|--------|-----------------|--------|
|                        |   | 2010            |   |   | 2009            |   |
| Deferred membership sales   | $      |  1,482,092 |   | $      |  2,404,163 |   |
| Additional deferred revenue |   | 346,844         |   |   | 517,769         |   |
| Current portion             |   | (1,077,068      | )      |   | (1,439,840      | )      |
|                        | $      |  751,868   |   | $      |  1,482,092 |   |

|   | 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. Management’s best estimate for life time memberships is that      they are active for 5 years (2009 – 5 years, 2008 – 5 years).       Management’s best estimate is based on historical data for all travel      memberships. The revenue is recognized as indicated in note 2(b). |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | During 2010,      the Company entered into travel club membership agreements with a total value      of $Nil (2009 – $Nil, 2008 – $2,400,019).  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.      Commission      costs are expensed as incurred.                                                                                                                                  |

F-25

----

| **10.** | **Secured Borrowing** |
|---------|-----------------------|

|   | The Company has entered an      agreement whereby it factors the promissory note receivables to a third      party.  Under the terms of the factorization agreement, the risk of      default by the note receivable holder remains with the Company, and the      Company is obligated to repurchase any note receivables that do not perform      to the satisfaction of the third party.  Therefore the transaction does      not qualify the Company to derecognize the notes receivable.    

The factorization transaction          is collateralized against the notes receivable. The effective interest rate          of the secured borrowing is 15% (2009 – 15%).   

As at September 30, 2010 the        Company had an outstanding liability to the third party as set out below: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                          |   | September 30, |   |   | September 30,       |   |
|-----------------------------------------------|--------|---------------|--------|--------|---------------------|--------|
|                                          |   | 2010          |   |   | 2009                |   |
|                                          |   |          |   |   |                |   |
| Balance, beginning of period                  | $      | 263,694       |   | $      |   137,321 |   |
| Sales of note receivables during the year     |   | –        |   |   |  80,637        |   |
| Amortization of discount                      |   | –        |   |   |  63,757        |   |
| Collection of note receivable during the year |   | (157,353      | )      |   | (18,021             | )      |
|                                          |   |          |   |   |                |   |
| Balance, end of period                        | $      | 106,341       |   | $      |  263,694       |   |

| **11.** | **Debentures** |
|---------|----------------|

|   | Between April 19 and December 15, 2000, the Company issued unsecured      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, 2009 and 2008, accrued interest      on the debentures amounted to approximately $6,176. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **12.** | **Long-Term Debt** |
|---------|--------------------|

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

|                                  |   | September 30,   |   |   | September 30,   |   |
|---------------------------------------|--------|-----------------|--------|--------|-----------------|--------|
|                                  |   | 2010            |   |   | 2009            |   |
| Loan in US funds for vessel           |   |            |   |   |            |   |
| at 7% per annum for a 5 year term     | $      |  4,977,883 |   | $      |  5,312,048 |   |
| Lease financing against motor vehicle |   | 45,443          |   |   | 56,351          |   |
| Less: current portion                 |   | (148,101        | )      |   | (145,625        | )      |
| Long-term portion                     | $      |  4,875,225 |   | $      |  5,222,774 |   |

F-26

----

| **12.** | **Long-Term Debt (continued)** |
|---------|--------------------------------|

|   | The construction loan was secured by the motor vessel and by a      personal guarantee from two of the directors of the Company up to the value      of the construction loan. Interest on the construction loan is capitalized in      the Property and Equipment balance. The interest rate on the construction      loan was LIBOR plus 3.25%.                                                                                                                                                                                                                                                |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | In February 2009, the Company converted its construction loan with      Caterpillar Financial Services to a loan facility of $5 million US dollar      with a 5 year term and a fixed interest rate of 7% per annum. The loan is      secured by the motor vessel and by a personal guarantee from two of the      directors of the Company up to the value of the permanent loan. Interest of $nil      was capitalized on the construction during the year (2009 – $120,819; 2008 –      $307,917). Capitalization of interest ceased in February 2009.                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | 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. The minimum lease  payment for the lease is $1,838 per month, interest rate at 8.5% per annum and  the guaranteed residual value is $32,000.  The imputed interest rate for  the capital lease is 9.2% per annum, and has a maturity date of June 5, 2011.    The carrying value of the motor vehicle is $14,583 (2009 –  $39,583).  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Interest  expense of $364,389 related to long-term debt is included in General and  administration during the year (2009 – $346,300, 2008 – $33,043).                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The expected repayments of long term debt for the five following      twelve month periods ended September 30, 2010 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

|                 |   |           |   |   |          |   |   |      |   |
|----------------------|--------|----------------|--------|--------|---------------|--------|--------|-----------|--------|
|                 |   | Permanent loan |   |   | Vehicle lease |   |   | Total     |   |
| 2011                 | $      | 131,685        |   | $      | 45,443        |   | $      | 177,128   |   |
| 2012                 |   | 139,734        |   |   | –       |   |   | 139,734   |   |
| 2013                 |   | 148,274        |   |   | –       |   |   | 148,274   |   |
| 2014                 |   | 4,558,190      |   |   | –       |   |   | 4,558,190 |   |
| 2015                 |   | –         |   |   | –        |   |   | –    |   |
| Thereafter           |   | –    |   |   | –        |   |   | –    |   |
|                 |   |           |   |   |          |   |   |      |   |
| Total long term debt | $      | 4,977,883      |   | $      | 45,443        |   | $      | 5,023,326 |   |

F-27

----

| **13.** | **Capital Stock** |
|---------|-------------------|

|   | (a) | The authorized capital stock: |
|--------|-----|-------------------------------|

|   |   | Unlimited - Common shares without par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | Unlimited - Series “A” - Preference non-dilutive convertible shares      without par value (convertible to 100% of outstanding common shares at the      time of conversion).  Series “A” preference share holders are not      entitled to notice of or to attend any meetings of the common shareholders of      the Company.  Each Series A preference shareholder is entitled to one      vote for each series “A” preference share held for any matters submitted to      holders of preference shareholders for consideration.  Series “A” preference      shares are convertible to 50% of the outstanding share common share capital      after the date of conversion.  The Company considers the series “A”      shares to be contingently issuable shares, as the approval from100% of the      series “A” shareholders must approve of the transaction before the shares can      be issued has not been made. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | Unlimited  - Series “B” - Preference convertible shares without par value (convertible to  one common share for each preferred share held).  Series “B” preference  shareholders are not entitled to notice or to attend any meetings of common  shareholders of the Company. Each Series “B” preference shareholder is entitled  to one vote for each series A preference share held for any matters submitted  to holders of preference shareholders for consideration.  Series “B”  preference shareholders are entitled to convert the shares  into 13,649,983  shares at the holders discretion.                                                                                                                                                                                                                                                                                                                                       |

|   | (b) | The issued capital stock of the Company is as follows: 13,933,983      Series “A” preferred shares convertible for no consideration and 13,649,983      Series “B” preferred shares convertible for no consideration (2009, 2008 –      13,933,983) and common shares as follows: |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                |   | Number of     |   |   |             |   |   |            |   |
|-----------------------------------------------------|--------|---------------|--------|--------|------------------|--------|--------|-----------------|--------|
|                                                |   | Common        |   |   |  Share      |   |   | Contributed     |   |
|                                                |   | Shares        |   |   | Capital          |   |   | Surplus         |   |
|                                                |   |          |   |   |             |   |   |            |   |
| Balance, September 30, 2008                         |   | 28,439,611    |   | $      |  24,255,952 |   | $      |  2,913,377 |   |
| Stock options exercised                             |   | 150,000       |   |   | 351,238          |   |   | (155,796        | )      |
| Shares issued for business acquisition (note 20(a)) |   |  267,373 |   |   | 1,203,179        |   |   | –          |   |
|                                                |   |          |   |   |             |   |   |            |   |
| Balance, September 30, 2009                         |   | 28,856,984    |   | $      |  25,810,369 |   | $      |  2,757,581 |   |
| Conversion of Series B Preference shares            |   |  284,000 |   |   | –           |   |   | –          |   |
|                                                |   |          |   |   |             |   |   |            |   |
| Balance, September 30, 2010                         |   | 29,140,984    |   | $      |  25,810,369 |   | $      |  2,757,581 |   |

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

F-28

----

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

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

|                                          |   | Year ended    |   |   | Year ended    |   |   | Year ended    |   |
|-----------------------------------------------|--------|---------------|--------|--------|---------------|--------|--------|---------------|--------|
|                                          |   | September 30, |   |   | September 30, |   |   | September 30, |   |
|                                          |   | 2010          |   |   | 2009          |   |   | 2008          |   |
| Weighted average common shares                |   | 28,645,113    |   |   | 28,553,321    |   |   | 28,425,526    |   |
| Series B preferred shares conversion          |   | 13,649,983    |   |   | 13,933,983    |   |   | 13,933,983    |   |
| Weighted  average fully diluted common  stock |   | 90,507,518    |   |   | 90,524,608    |   |   | 90,329,019    |   |

|   | For the years ended September 30, 2010, September 30, 2009 September      30, 2008, outstanding stock options and preferred shares were not included in      the calculation of diluted earnings (loss) per share as their effect would be      antidilutive.                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                             |
|   | Diluted weighted average common stock includes common stock issuable      if Series A and Series B preferred shares are converted and 2,655,000 (2009:      2,655,000) stock options outstanding that are in the money are exercised      assuming that any proceeds would be used to purchase common stocks at the      average market price during the period. |

|   | (c)    | Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | On July 5, 2007, the Company’s board of directors adopted a stock      option plan, subsequently approved by shareholders and adopted by the      Company, under which the Company is authorized to grant options to directors,      employees and consultants to acquire up to 10% of the issued and outstanding      common stock. The exercise price of each option shall not be less than 80% of      the market price of the Company’s stock on the date of grant. The options can      be granted for a maximum term of five years and vest as determined by the      board of directors. The Company’s shares are traded in United States dollars,      and options granted to date have been denominated in Unites States funds or      the Canadian equivalent thereof. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | 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. 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, 2010 and 2009.                                                                                                                                                                                                                                                                                                                                                                                                  |

|   | (d)    | Stock-based compensation                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                 |
|   |   | There was Nil Stock-based compensation cost included in wages for      the year ended September 30, 2010 (2009 - $Nil, 2008 - $Nil). |

F-29

----

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

|   | (d) | Stock-based compensation |
|--------|-----|--------------------------|

|   |   | The table below summarizes the outstanding and exercisable stock      options as at September, 30 2010 and 2009: |
|--------|--------|------------------------------------------------------------------------------------------------------------------|

|                                               |   | Number     |   |   | Exercise     |   |
|----------------------------------------------------|--------|------------|--------|--------|--------------|--------|
|                                               |   | of Options |   |   | Price (US $) |   |
|                                               |   |       |   |   |         |   |
| Balance, September 30, 2008                        |   | 2,805,000  |   | $      |  1.00   |   |
| Exercised during the year ended September 30, 2009 |   | (150,000   | )      | $      |  1.00   |   |
|                                               |   |       |   |   |         |   |
| Balance, September 30, 2009                        |   | 2,655,000  |   | $      |  1.00   |   |
|                                               |   |       |   |   |         |   |
| Balance, September 30, 2010                        |   | 2,655,000  |   | $      |  1.00   |   |

|   |   | The table below summarizes the attributes of the outstanding stock      options as at September 30, 2010: |
|--------|--------|-----------------------------------------------------------------------------------------------------------|

|                |   |       |                |   |
|---------------------|--------|------------|---------------------|--------|
| Options Outstanding |   |       | Options Exercisable |   |
| Exercise            |   | Number     |                |   | Remaining |   |   | Number |   |   | Exercise |   |
| Price (US $)        |   | of Options |                |   | Contractual Life |   |   | of Options |   |   | Price (US $) |   |
|                |   |       |                |   |   |   |   |   |   |   |   |   |
| $1.00               |   | 2,655,000  |                |   | 1.75 years        Expiry June 30, 2012 |   |   | 2,655,000 |   | $ |  1.00 |   |

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

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

|   |   | The weighted average grant date fair value was $1.04. |
|--------|--------|-------------------------------------------------------|

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

| Balance, September 30, 2008 |   | 2,913,377       |   |
|-----------------------------|--------|-----------------|--------|
| Stock-options exercised     |   | (155,796        | )      |
| Balance, September 30, 2009 | $      |  2,757,581 |   |
|                        |   |            |   |
| Balance, September 30, 2010 | $      |  2,757,581 |   |

F-30

----

| **14.** | **Income Taxes** |
|---------|------------------|

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

|                                                    |   |                      |    |   |                      |    |   |                      |    |
|---------------------------------------------------------|--------|---------------------------|---------|--------|---------------------------|---------|--------|---------------------------|---------|
|                                                    |   | Year ended                |    |   | Year ended                |    |   | Year ended                |    |
|                                                    |   | September 30,   |    |   | September 30,   |    |   | September 30,   |    |
|                                                    |   | 2010                      |    |   | 2009                      |    |   | 2008                      |    |
|                                                    |   |                      |    |   |                      |    |   |                      |    |
| Statutory income tax rate                               |   | 29.1%                     |    |   | 30.1%                     |    |   | 31.5%                     |    |
|                                                    |   |                      |    |   |                      |    |   |                      |    |
| Statutory rate applied to income (loss) from            |   |                      |    |   |                      |    |   |                      |    |
|      operations before income taxes | $      | (1,009,000                | )  | $      | (1,086,500                | )  | $      |  (512,775            |  ) |
| Permanent differences                                   |   | 2,500                     |    |   | 2,800                     |    |   | (458,959                  | )  |
| Difference in tax rates between foreign jurisdiction    |   | –                    |    |   | 61,000                    |    |   | –                    |    |
| Non-capital losses not previously recognized            |   | –                    |    |   | –                    |    |   | 859,047                   |    |
| Investment in life settlement contracts                 |   | 460,900                   |    |   | 327,800                   |    |   | –                    |    |
| Effect of reduction in statutory tax rate               |   | 77,000                    |    |   | 199,900                   |    |   | –                    |    |
| Expense due to differences in tax jurisdictions         |   | –                    |    |   | 1,086,100                 |    |   | –                    |    |
| Others                                                  |   | 52,600                    |    |   | 105,370                   |    |   | (96,845                   | )       |
| Increase (decrease) in valuation allowance              |   | 416,000                   |    |   | 1,019,500                 |    |   | 218,933                   |    |
|                                                    |   |                      |    |   |                      |    |   |                      |    |
| **Income tax expense**                                  | **$**  | –                    |    | $      | **1,715,970**             |    | **$**  | 9,401                     |    |
| Comprising:                                             |   |                      |    |   |                      |    |   |                      |    |
|                                                    |   |                      |    |   |                      |    |   |                      |    |
| Income taxes (recovery) expense – current          | $      | –                    |    | $      | 1,715,970                 |    | $      | 9,401                     |    |
| Income taxes – future                              | $      | –                    |    | $      | –                    |    | $      |  –              |    |

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

|                                                                                     |   | September 30, |   |   | September 30, |   |
|------------------------------------------------------------------------------------------|--------|---------------|--------|--------|---------------|--------|
|                                                                                     |   | 2010          |   |   | 2009          |   |
|                                                                                     |   |          |   |   |          |   |
| Future income tax assets (liabilities):                                                  |   |          |   |   |          |   |
|          Non-capital loss carry forwards                        | $      | 2,577,000     |   | $      | 2,243,000     |   |
|          Cumulative eligible capital                            |   | 372,000       |   |   | 400,000       |   |
|          Capital loss carry forwards                       |   | 196,000       |   |   | 154,000       |   |
|          Excess (deficiency) of tax cost        over book value |   |          |   |   |          |   |
|            of property and equipment                       |   | 82,000        |   |   | 107,000       |   |
|          Excess (deficiency) of tax cost        over book value |   |          |   |   |          |   |
|            of intangible assets                            |   | 651,000       |   |   | 651,000       |   |
|          Marketable securities                                  |   | (2,000        | )      |   | (91,000       | )      |
|                                                                                     |   |          |   |   |          |   |
|                                                                                     |   | 3,880,000     |   |   | 3,464,000     |   |
| Valuation allowance                                                                      |   | (3,880,000    | )      |   | (3,464,000    | )      |
|                                                                                     |   |          |   |   |          |   |
| Future income taxes, net                                                                 | $      | –        |   | $      | –        |   |

F-31

----

| **14.** | **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 been delayed in filing its tax returns since 2006, due to  outstanding appeals for previously filed returns. In January 2011, the Company  received notice the appeals of previously filed tax returns had been accepted  as filed.  The Company has Canadian  non-capital income tax loss carry forwards of approximately $10,311,000 (2009 -  $8,970,000) available to reduce future years’ taxable income expiring between 2011  and 2029.                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The Company has a capital loss carry-forward of approximately $783,000      (2009: $614,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The accounting estimates related to the liability for uncertain tax      positions require the Company to make judgments regarding the sustainability      of each uncertain tax position based on its technical merits. If the Company      determines it is more likely than not a tax position will be sustained based      on its technical merits, the Company records the impact of the position in      its 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. Changes in estimates are recognized in current and      future periods as appropriate. |

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

| **15** | **Capital Management Policy** |
|--------|-------------------------------|

|   | Management determines the      Company’s capital structure and makes adjustments to it based on funds      available to the Company, in order to support the Company’s business and      investments.  Management has not established quantitative return on      capital criteria for capital management.      The Company will be dependent      in the future upon external financing to fund future acquisitions and its      administrative costs.  The Company will spend existing working capital      and raise additional amounts as needed.      Management reviews its capital      management approach on an ongoing basis and believes that its approach, given      the relative size of the Company, is reasonable.      The Company’s objective when      managing capital is to safeguard the Company’s ability to continue as a going      concern, so that it can continue to provide returns for shareholders and      benefits for other stakeholders.        The Company considers the items      included in shareholders’ equity as capital.  The Company manages the      capital structure and makes adjustments to it in the light of changes in      economic conditions and the risk characteristics of the underlying      assets.  In order to maintain or adjust the capital structure, the      Company may issue new shares through private placements, sell assets to      reduce debt or return capital to shareholders.  The Company is not      subject to externally imposed capital requirements. There have been no      changes made to the capital management policy during the year. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-32

----

| **16.** | **Commitments** |
|---------|-----------------|

|   | In addition to other obligations disclosed elsewhere: |
|--------|-------------------------------------------------------|

|   | (a) | The Company has commitments in respect of operating leases with total      aggregate payments due of approximately $111,055 (2009 - $101,595). Payments      due in each of the next five years are as follows: |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2011   | $      | 50,508  |   |
|--------|--------|---------|--------|
| 2012   |   | 33,965  |   |
| 2013   |   | 22,438  |   |
| 2014   |   | 4,144   |   |
| 2015   |   | –  |   |
|   |   |    |   |
| Total  | $      | 111,055 |   |

|   | (b) | The Company has commitments in respect of office leases with total      aggregate payments due of approximately $Nil (2009 - $141,120). |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------|

| **17.** | **Contingent  liabilities** |
|---------|-----------------------------|

|   | The  Company has liability insurance to mitigate any financial loss to the Company. |
|--------|-------------------------------------------------------------------------------------|

| **18.** | **Related Party Transactions** |
|---------|--------------------------------|

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

|   | (a)    | The  Company reimbursed $216,683 (2009 – $138,717, 2008 - $112,565) to directors for  expenditures made on behalf of the Company. Included in automotive expense is  an amount of $24,000 (2009 - $22,185, 2008 - $20,040) for use of company assets  by directors and officers of the Company. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                  |
|   | (b)    | At September 30, 2010, directors and officers advanced $92,033 (2009      – $486,379, 2008 - $1,089,031) to the Company in the form of loans and      short-term financing. The amounts advanced from directors and officers are      unsecured, non-interest bearing and repayable on demand.   |
|   |   |                                                                                                                                                                                                                                                                                                  |
|   | (c)    | During fiscal 2008 and 2007, a SUV 7 passenger limousine owned by a      director and officer of the Company was sold to the Company for $115,000. The      Company subsequently lease- financed the vehicle.                                                                                         |

F-33

----

| **18.** | **Related Party Transactions (continued)** |
|---------|--------------------------------------------|

|   | (d)                                                                                                                                                                              | Loans  from related parties totaling $89,879 (2009 – $602,652, 2008 - $Nil) were advanced  during the year. $484,225 owing to a related party was recorded as a gain on  settlement of debt due to the wind up of an investment in Colorado River  Resorts LLC. This amount was included in loans from related parties in the  prior fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (e)                                                                                                                                                                              | During fiscal 2009, the Company advanced $225,000 to an Officer/      Director for the purchase of a 43’ motor vessel.  As at September 30,      2009 the motor vessel ownership had not been transferred to the Company, and      accordingly the amount has been recognized as a related party advance in the      financial statements.  The related party advance was fair valued at an      interest rate of 9.9% at $205,000, with a $20,000 charge to Wages. Ownership      of the vessel passed to the company during fiscal 2010, however, due to the      weak economic outlook, the company recognized a $75,000 impairment on the      value of the vessel as at September 30, 2010. The company also recognized      interest income on the advance in the amount of $20,000 for the year ended      September 30, 2010. |
|   |                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 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. |

| **19.** | **Amounts and Notes Receivable** |
|---------|----------------------------------|

|   | The Company receives promissory note receivables from the sale of      travel memberships to third parties.  The promissory notes have an      average rate of interest of 9.9%pa (2009 – 9.9%) and an average maturity of 25      months (2009 – 37 months).  The promissory notes are unsecured. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                  |   | **2010** |   |   | **2009** |   |   | **2008** |   |
|---------------------------------------|--------|----------|--------|--------|----------|--------|--------|----------|--------|
| Current                               | $      | 85,683   |   | $      | 160,920  |   | $      | 345,579  |   |
| Non-Current                           | $      | 109,226  |   | $      | 205,136  |   | $      | 404,033  |   |
|                                  | $      | 194,909  |   | $      | 366,056  |   | $      | 749,612  |   |
|                                  |   | **2010** |   |   | **2009** |   |   | **2008** |   |
| Past due Amounts and Notes Receivable | $      | 44,016   |   | $      | 61,194   |   | $      | 30,762   |   |

|   | As of September 30, 2010 the  allowance for doubtful amounts and note receivables totaled $56,002 (2009 – $210,923,  2008 - $ 150,557).  At September 30, 2010 promissory note receivables of $106,341  (2009 – $236,694, 2008: $137,321) have been provided as security for the  secured borrowing (see note 10).

During  the year ended September 30, 2009 the Company entered into an agreement to  purchase note receivables from a third party with a face value of $146,700 for  cash consideration of $89,081.  In accordance with HB 3855 these notes  were initially recognized at a fair value of $141,516 with an initial gain  recognized in interest income of $44,144.  The notes receivable acquired  are subsequently measured as loans and receivables at amortized cost. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **20.** | **Acquisitions** |
|---------|------------------|

|   | (a)    | Family Vacation Centers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | Effective      October 18, 2007, the Company completed a business acquisition of Family      Vacation Centers (“The Vendor”), consisting of the notes receivable and      vacation club memberships 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 cash payment in the amount of $1,849,589 and an amount $1,203,277          payable in the form of a fixed number of shares (267,373 shares) was to be          issued in capital stock of the Company and had been accrued in accounts          payable as at September 30, 2008. The Company settled the obligation in full          by issuing 267,373 shares of the Company, by September 30, 2009. 

Given the present economic condition, the Company has ceased actively        selling new travel club memberships from this location in 2008. The Company        continues to operate the vacation club and derive cash flow from the notes        receivable. |

F-34

----

| **20.** | **Acquisition** (continued) |
|---------|-----------------------------|

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

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

|   |   | Purchased memberships were considered an intangible asset, and are      amortized over the remaining term of the membership up to a maximum of 5      years. During the year ended September 30, 2009 the Company recognized an      impairment of $422,074 (2008 - $Nil) and amortization of $512,455 (2008 -      684,738) in its statements of operations related to the acquired intangible      assets. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Investment in Colorado River Resorts LLC |
|--------|-----|------------------------------------------|

|   |   | During the year ended September 30, 2008, the Company acquired a 54%      interest in the Colorado River Resorts, LLC, (the “LLC”) a real estate      development project in Needles, California, in January 2008 for cash      consideration 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.                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | At the date of the acquisition, 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.       As the LLC was in a net deficit position, the purchase price adjustment of      $77,059 representing cumulative general and administrative expenses of the      LLC was written off. As the LLC failed to secure the additional investment      financing required to complete the project, the Company’s ownership interest      in the LLC was 54%, resulting in the requirement to consolidate the LLC by      including the land $9,221,692 and promissory note payable secured by the land      $7,602,530. |

|   |   | Subsequent to the investment by the Company and others, the LLC      entered into a sale and purchase agreement to acquire land for future      development.  The 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. During the      year ended September 30, 2009, 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. |

F-35

----

| **20.** | **Acquisitions** (continued) |
|---------|------------------------------|

|   | (b) | Investment in Colorado River Resorts LLC (continued) |
|--------|-----|------------------------------------------------------|

|   |   | 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 a write down of the property of $1,619,163 was      recognized in 2008. The deterioration of the real estate market in the      southern United States continued into 2009 resulted in the LLC not able to      secure additional investment financing as required to complete the      transaction. During the year ended September 30, 2009, the lender foreclosed      on the Needles property resulting in property being fully impaired. An      impairment charge of the remaining balance of $7,602,529 was recognized in      the year ended September 30, 2009 in the statements of operations.  The      impairment loss was offset by the derecognition of the promissory note      payable to the same value upon the foreclosure of the property.        Included in Loans from Related Parties at September 30, 2010, is $Nil (2009 -      $484,169, 2008 – $491,031) for funds advanced by a director of the Company,      directly to Colorado River Resorts, LLC. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **21.** | **Supplemental Cash Flow Information** |
|---------|----------------------------------------|

|   | Cash flow information: |   |
|--------|------------------------|--------|

|                                                    |    |          |   |    |            |   |   |          |   |
|---------------------------------------------------------|---------|---------------|--------|---------|-----------------|--------|--------|---------------|--------|
|                                                    |    | Year ended    |   |    | Year ended      |   |   | Year ended    |   |
|                                                    |    | September 30, |   |    | September 30,   |   |   | September 30, |   |
|                                                    |    | 2010          |   |    | 2009            |   |   | 2008          |   |
|                                                    |    |          |   |    |            |   |   |          |   |
| Interest paid                                           | $       | 391,529       |   | $       | 303,875         |   | $      |  34,268  |   |
|                                                    |    |          |   |    |            |   |   |          |   |
| Taxes paid                                              | $       | 3,678         |   | $       | 3,675           |   | $      |  –  |   |
|                                                    |    |          |   |    |            |   |   |          |   |
|  Derecognition of financial liability (note 20(b)) | $  | –        |   |  $ |  7,602,530 |   | $      | 1,619,163     |   |

| **22.** | **Subsequent Events** |
|---------|-----------------------|

|   | (a)    | Subsequent to the year end, the Company paid $176,263 in connections      with servicing premium expenses in connection with its life settlement      contracts.                                                                                                                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (b)    | On January 31, 2011 the Company sold 100% of the shares of its  subsidiary International Fitness Vacations Ltd for $200,000. International  Fitness Vacations is a health and fitness center located in Richmond British Columbia.                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (c)    | In January 2011 the Company sold a life Insurance policy that it owned  for $112,000. The Life Settlement policy has a face value of $838,000 USD.                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (d)    | In February of 2011, the Company commenced the marketing of a      convertible debenture offering. The Company began offering to accredit      investors a convertible debenture secured by the assets of the Company,      specifically a percentage interest in two of the Companies Life Settlements      that total $9M USD in face value. Several “units” were subscribed for and the      Company anticipates commencing marketing again in the near future. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (e)    | In March 2011, a 43 foot Sunbridge cruiser motor vessel was sold for  $150,000.                                                                                                                                                                                                                                                                                                                                                                                              |

F-36

----

| **23.** | **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. 123R to September 30, 2010. |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-37

----

| **23.** | **United States Generally Accepted Accounting Principles      Reconciliation (continued)** |
|---------|--------------------------------------------------------------------------------------------|

|   | (b) | Valuation of stock issued for assets and services |
|--------|-----|---------------------------------------------------|

|   |   | (i)    | During  the year ended December 31, 2000, the Company acquired Fitness Vacations for  992,000 common shares of the Company. Under Canadian GAAP, the acquisition was  valued based on the estimated fair value of the assets acquired. For US GAAP  purposes, the acquisition would be valued based on the market value of the  shares given. Accordingly, as at September 30, 2010 and 2009, the application  of US GAAP would result in an increase in capital stock of $1,217,705.                                                                                                                              |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |   | During  the year ended December 31, 2001, goodwill relating to the acquisition of  Fitness Vacations was written down, and as such, the additional goodwill  recorded on the acquisition under US GAAP was written off. Accordingly, for the  years ended at September 30, 2010 ,2009, and 2008, the application of US GAAP  would result in a corresponding increase in deficit of $1,217,705.                                                                                                                                                                                                                    |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | (ii)   | During  the years ended December 31, 2001 and 2000, the Company settled a number of  accounts payable by the issuance of stock options and common shares. For  Canadian GAAP purposes, the transactions were recorded at the carrying value of  services received. For US GAAP purposes, the transactions would be valued based  on the market value of the options or shares issued. Accordingly, as at  September 30, 2010 and 2009, the application of US GAAP would result in an  increase in capital stock and an increase in deficit of $695,681 for the years  ended at September 30, 2010, 2009, and 2008. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | (iii)  | During  the years ended September 30, 2010, 2009, and 2008, the Company did not issue  shares under its incentive share purchase plan (note 2(d)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|   | (c) | Income Taxes |
|--------|-----|--------------|

|   |   | In  July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “*Accounting for  Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109*”,  which clarifies the accounting for uncertainty in income taxes recognized in  accordance with FASB ASC 740, “Income Taxes”, FIN 48 clarifies the application  of SFAS 109 by defining criteria that an individual tax position must meet for  any part of benefit of that position to be recognized in the financial  statements. The evaluation of a tax position in accordance with this  interpretation is a two-step process. In the first step, recognition, the  Company determines whether it is more-likely-than-not that a tax position will  be sustained upon examination, including resolution of any related appeals or  litigation processes, based on the technical merits of the position. The second  step addresses measurement of a tax position that meets the  more-likely-than-not criteria. The tax position is measured at the largest  amount of benefit that is greater than 50 percent likely of being realized upon  ultimate settlement. Differences between tax positions taken in a tax return  and amounts recognized in the financial statements will generally result in a)  an increase in a liability for income taxes payable or a reduction of an income  tax refund receivable, b) a reduction in a deferred tax asset or an increase in  a deferred tax liability or c) both a and b. Tax positions that previously  failed to meet the more-likely-than-not recognition threshold should be |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-38

----

| **23.** | **United States Generally Accepted Accounting Principles      Reconciliation (continued)** |
|---------|--------------------------------------------------------------------------------------------|

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

|   |   | recognized  in the first subsequent financial reporting period in which that threshold is  met. Previously recognized tax positions that no longer meet the  more-likely-than-not recognition threshold should be de-recognized in the first  subsequent financial reporting period in which that threshold is no longer met.  Use of a valuation allowance as described in ASC 740 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, 2010 and 2009 and 2008, its tax  position will more likely than not be sustained upon examination. 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. Interest and penalties are recognized as part of income tax  expense. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | 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. 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. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (e)    | Derivative  liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | On October 1, 2009, the Company  adopted the provisions of Emerging Issues Task Force (“EITF”) 07-5 (now known  as ASC 815-40), “Determining whether an instrument (or embedded feature) is  indexed to an entity’s own stock”. The Company’s functional currency is the  Canadian dollar and it had issued instruments that have an exercise price  denominated in U.S. dollars and has determined that these instruments cannot be  classified as equity-based on the evaluation of the instruments’ settlement  provisions as they were not indexed to the Company’s common shares. As a  result, these instruments are treated as derivative liabilities carried at fair  value as determined by the Black-Scholes option pricing model, for U.S. GAAP  purposes with changes in fair values recorded as gains or losses in the  statements of operations. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | On adoption  of ASC 815-40, the Company would have recorded a liability of $4,495,240, a  reduction of contributed surplus of $2,757,581 and a charge to deficit of  $1,737,659 to reflect the fair value of the options at October 1, 2009,  determined in accordance with the Black-Scholes option pricing model.  At September 30, 2010, the Company would have  recognized a gain of $2,153,766 based on the decline in fair value of the  options and the related derivative liability.                                                                                                                                                                                                                                                                                                                                                                                                              |

F-39

----

| **23.** | **United States Generally Accepted Accounting Principles      Reconciliation (continued)** |
|---------|--------------------------------------------------------------------------------------------|

|   | (f) | Recent accounting pronouncements |
|--------|-----|----------------------------------|

|   |   | (i) | In  January 2010, the FASB issued Accounting Standards Update ("ASU")  2010-06 *Fair Value Measurement and Disclosures (Topic 820): Improving  Disclosures about Fair Value Measurements.*This guidance provides for the  following new required disclosures related to fair value measurements: 1) the  amounts of and reasons for significant transfers in and out of level one and  level two inputs and 2) separate presentation of purchases, sales, issuances,  and settlements on a gross basis rather than as one net number for level three  reconciliations. The guidance also clarifies the existing disclosures as  follows: 1) provide fair value measurement disclosures for each class of assets  and liabilities and 2) provide disclosures about the valuation techniques and  inputs used for both recurring and nonrecurring level two or level three  inputs. The Company has adopted this standard, but it did not have a material  effect on the Company's consolidated balance sheet or required financial  statement disclosures. |
|--------|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   | (ii) | In April 2010,  the FASB issued ASU 2010-13, *Compensation-Stock Compensation (Topic 718):  Effect of Denominating the Exercise Price of a Share-Based Payment Award in the  Currency of the Market in Which the Underlying Equity Security Trades*. This  update provides amendments to Topic 718 to clarify that an employee share-based  payment award with an exercise price denominated in currency of a market in  which a substantial porting of the entity‟s equity securities trades should not  be considered to contain a condition that is not a market, performance or  service condition. Therefore, an entity would not classify such an award as a  liability if it otherwise qualifies as equity. The amendments in this ASU are  effective for fiscal years, and interim periods within those fiscal years,  beginning on or after December 15, 2010. The Company‟s  adoption of this ASU did not have a material impact on its consolidated  financial statements. |
|--------|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   | (iii) | In  December 2010, the FASB issued Accounting Standard Update 2010-28, *Intangibles—Goodwill  and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test  for Reporting Units with Zero or Negative Carrying Amounts*. This ASU  modified Step 1 of the goodwill impairment test for reporting units with zero  or negative carrying amounts. For those reporting units, an entity is required  to perform Step 2 of the goodwill impairment test if it is more likely than not  that a goodwill impairment exists. For public entities, the amendments in the  ASU are effective for fiscal years, and inter im periods within those years,  beginning after December 15, 2010. The Company`s adoption of this ASU is not  expected to have a material impact on its consolidated financial statements. |
|--------|--------|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   | (iv) | In  December 2010, the FASB issued Accounting Standard Update 2010-29, *Business  Combinations*(Topic 805): Disclosure of Supplementary Pro Forma Information  for Business Combinations. This ASU specifies that, if a public entity presents  comparative financial statements, the entity should disclose revenue and  earnings of the combined entity as though the business combination(s) that  occurred during the current year had occurred as of the beginning of the  comparable prior annual reporting period only. ASU 2010-29 is effective  prospectively for business combinations where the acquisition date is on or  after the beginning of the first annual reporting period beginning on or after  December 15, 2010. The Company`s adoption of this ASU is not expected to have a  material impact on its consolidated financial statements. |
|--------|--------|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-40

----

| **23.** | **United States Generally Accepted Accounting Principles      Reconciliation (continued)** |
|---------|--------------------------------------------------------------------------------------------|

|   | (f) | Reconciliation |
|--------|-----|----------------|

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

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

|                             |   | September 30,    |   |   | September 30,    |   |   | September 30,    |   |
|----------------------------------|--------|------------------|--------|--------|------------------|--------|--------|------------------|--------|
|                             |   | 2010             |   |   | 2009             |   |   | 2008             |   |
| Total Assets under Canadian GAAP | $      |  12,503,670 |   | $      |  18,475,423 |   |   |  29,481,590 |   |
| Deferred costs, net (note 22(f)) |   | 378,534          |   |   | 875,250          |   |   | 1,341,034        |   |
|                             |   |             |   |   |             |   |   |             |   |
| Total Assets under US GAAP       | $      |  12,882,204 |   | $      |  19,350,673 |   |   | 30,822,624       |   |

|   |   | (ii) | Total  Liabilities |
|--------|--------|------|--------------------|

|                                    |   | September 30,    |   |   | September 30, |   |   | September 30, |   |
|-----------------------------------------|--------|------------------|--------|--------|---------------|--------|--------|---------------|--------|
|                                    |   | 2010             |   |   | 2009          |   |   | 2008          |   |
| Total  Liabilities, under Canadian GAAP | $      | 9,470,931        |   | $      | 11,977,733    |   |   | 19,038,238    |   |
| Derivative  liability (note 23 (e))     |   | 2,341,474        |   |   | –       |   |   | –       |   |
|                                    |   |             |   |   |          |   |   |          |   |
| Total  Liabilities, under US GAAP       | $      |  11,812,405 |   | $      | 11,977,733    |   |   | 19,038,238    |   |

|   |   | (iii) | Capital stock |
|--------|--------|-------|---------------|

|                                                            |   | September 30,    |   |   | September 30,    |   |   | September 30, |   |
|-----------------------------------------------------------------|--------|------------------|--------|--------|------------------|--------|--------|---------------|--------|
|                                                            |   | 2010             |   |   | 2009             |   |   | 2008          |   |
|                                                            |   |             |   |   |             |   |   |          |   |
| Capital stock, under Canadian GAAP                              | $      |  25,810,369 |   | $      |  25,810,369 |   |   | 24,255,952    |   |
| Contributed surplus                                             |   | 2,757,581        |   |   | 2,757,581        |   |   | 2,913,377     |   |
| Adjustment for stock-based compensation                         |   |             |   |   |             |   |   |          |   |
|    for non-employees (note 23(a))                     |   | 684,664          |   |   | 684,664          |   |   | 684,664       |   |
| Adjustment for acquisition of Fitness Vacations (note 23(b)(i)) |   | 1,217,705        |   |   | 1,217,705        |   |   | 1,217,705     |   |
| Adjustment for accounts payable settled by share issuances      |   |             |   |   |             |   |   |          |   |
|    (notes 23(b)(ii) and (iii))                   |   |             |   |   |             |   |   |          |   |
| Adjustment  for derivative liability (note 23 (e))              |   | (2,757,581       | )      |   | –          |   |   | –       |   |
|                                                            |   |             |   |   |             |   |   |          |   |
| Capital stock, under US GAAP                                    | $      |  28,408,419 |   | $      |  31,166,000 |   |   | 29,767,379    |   |

F-41

----

| **23.** | **United States Generally Accepted Accounting Principles      Reconciliation (continued)** |
|---------|--------------------------------------------------------------------------------------------|

|   | (f) | Reconciliation (continued) |
|--------|-----|----------------------------|

|   |   | (iv) | Deficit |
|--------|--------|------|---------|

|                                                              |   |          |   |   |          |   |   |          |   |
|-------------------------------------------------------------------|--------|---------------|--------|--------|---------------|--------|--------|---------------|--------|
|                                                              |   | Year ended    |   |   | Year ended    |   |   | Year ended    |   |
|                                                              |   | September 30, |   |   | September 30, |   |   | September 30, |   |
|                                                              |   | 2010          |   |   | 2009          |   |   | 2008          |   |
|                                                              |   |          |   |   |          |   |   |          |   |
| Deficit, under Canadian GAAP                                      | $      | (25,582,731   | )      | $      | (22,070,260   | )      | $      | (16,725,977   | )      |
| Adjustment for stock-based compensation                           |   |          |   |   |          |   |   |          |   |
|     for non-employees                                   |   |          |   |   |          |   |   |          |   |
|    for non-employees (note 23(a))                       |   | (684,664      | )      |   | (684,664      | )      |   | (684,664      | )      |
| Adjustment for acquisition of Fitness                             |   |          |   |   |          |   |   |          |   |
|    Vacations (note 23(b)(i))                            |   | (1,217,705    | )      |   | (1,217,705    | )      |   | (1,217,705    | )      |
| Adjustment for accounts payable settled                           |   |          |   |   |          |   |   |          |   |
| by share issuances (notes 23(b)(ii) and (iii))                    |   | (695,681      | )      |   | (695,681      | )      |   | (695,681      | )      |
|                                                              |   |          |   |   |          |   |   |          |   |
| Adjustment  to opening balance for deferred costs                 |   | 1,341,034     |   |   | 1,341,034     |   |   | 1,491,276     |   |
| Adjustment  for adoption of ASC 815-40         (note 23 (e)) |   | (1,737,659    | )      |   | –       |   |   | –       |   |
| Adjustment  for change in fair value of derivative                |   | 2,153,766     |   |   | –       |   |   | –       |   |
| Adjustment  for amortization of deferred costs                    |   |          |   |   |          |   |   |          |   |
| (note 23(f))                                                      |   | (931,568      | )      |   | (465,784      | )      |   | (150,240      | )      |
|                                                              |   |          |   |   |          |   |   |          |   |
| Deficit, under US GAAP                                            | $      | (27,355,208   | )      | $      | (23,793,060   | )      | $      | (17,982,993   | )      |

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

|                                                       |   |          |    |   |          |    |   |           |   |
|------------------------------------------------------------|--------|---------------|---------|--------|---------------|---------|--------|----------------|--------|
|                                                       |   | Year ended    |    |   | Year ended    |    |   | Year ended     |   |
|                                                       |   | September 30, |    |   | September 30, |    |   | September 30,  |   |
|                                                       |   | 2010          |    |   | 2009          |    |   | 2008           |   |
|                                                       |   |          |    |   |          |    |   |           |   |
| Net income (loss) for the year,                            |   |          |    |   |          |    |   |           |   |
|    under Canadian GAAP                           | $      | (3,464,951    | )  | $      | (5,344,283    | )  | $      |  (871,640 | )      |
| Adjustment for amortization of deferred costs (note 23(f)) |   | (465,784      | )       |   | (465,784      | )       |   | (150,249       | )      |
| Adjustment  for change in fair value of derivative         |   | 2,153,766     |    |   | –       |    |   | –        |   |
| Adjustment for Intangibles, net                            |   | –        |    |   | –        |    |   | 30,276         |   |
| Net income (loss) for the year,                            |   |          |    |   |          |    |   |           |   |
|    under US GAAP                                 | $      | (1,776,969    | )  | $      | (5,810,067    | )  | $      |  (991,605 | )      |
|                                                       |   |          |    |   |          |    |   |           |   |
| Basic earnings (loss) per share, under US GAAP             | $      | (0.06         | )  | $      |  (0.20   | )  | $      | (0.03          | )      |
| Diluted earnings per share, under US GAAP                  | $      |  (0.06   | )  | $      |  (0.20   | )  | $      | (0.03          | )      |

----