Oceanic Iron Ore 20F/A 2003 Annual report (foreign) (amended)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)

OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED

[X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended March 31, 2003

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

SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number: 2-27608

PACIFIC HARBOUR CAPITAL LTD.

(Exact name of Registrant as specified in its charter)

PROVINCE OF BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)

Suite 1502 – 543 Granville Street

Vancouver, British Columbia, Canada V6C 1X8

(Address of principal executive offices)

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

NONE

(Title of each class)

Name of each exchange on which registered

Not applicable

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

Common Shares without par value

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

NONE

(Title of each class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common

stock as of the close of the period covered by the annual report:

7,247,712 Common Shares without par value

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

Yes [X]

No [ ]

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

Item 17 [X]

Item 18

TABLE OF CONTENTS

PART I

ITEM 1

Identity of Directors, Senior Management and Advisors

ITEM 2

Offer Statistics and Expected Timetable

ITEM 3

Key Information

ITEM 4

Information on the Company

ITEM 5

Operating and Financial Review and Prospects

ITEM 6

Directors, Senior Management and Employees

ITEM 7

Major Shareholders and Related Party Transactions

ITEM 8

Financial Information

ITEM 9

The Offer and Listing

ITEM 10

Additional Information

ITEM 11

Quantitative and Qualitative Disclosures About Market Risk

ITEM 12

Description of Securities Other Than Equity Securities

PART II

ITEM 13

Defaults, Dividends Arrearages and delinquencies

ITEM 14

Material Modifications to the Rights of Securitiy Holders,

Use of Proceeds

ITEM 15

Reserved

ITEM 16

Reserved

PART III

ITEM 17

Financial Statements

Enforcement of Legal Remedies

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

Forward Looking Statements

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

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

A.OFFER STATISTICS

Not applicable

B.METHOD AND EXPECTED TIMETABLE

Not applicable

ITEM 3.

KEY INFORMATION

A.SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data for Pacific Harbour Capital Ltd., (formerly Venture Pacific Development Corporation) (hereinafter the "Company" or the "Registrant"). Insofar as it relates to the Company as of and for each of the years in the five year period ended March 31, 2003, the data has been derived from financial statements prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP") and reconciliation between Canadian and United States GAAP (See Note 22 in the Consolidated Financial Statements) that have been audited by Amisano Hanson, Chartered Accountants as to the four years ended March 31, 2003 and by Deloitte & Touche, Chartered Accountants, as to one year ended March 31, 1999 both of Vancouver, Canada. The data set forth below should be read in conjunction with the Company's consolidated financi al statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.

2003

2002

2001

2000

1999

(Restated)

(All Canadian Dollars)

Operating Data

Revenue(l)

$1,058,230

$3,152,174

$2,895,095

$3,466,843

$3,613,623

Cost of land held for resale

Cost of townhouse

condominiums for resale

(12,813)

Cost of convenience store goods

for resale

(363,561)

(1,984,594)

(1,715,681)

(2,025,416)

(2,227,594)

Net Revenue

694,669

1,167,580

1,179,414

1,428,614

1,386,029

Administrative expenses

(1,091,061)

(2,653,807)

(2,427,021)

(2,249,589)

(1,821,556)

Gain/loss on investments/

Severance Costs

(323,421)

(378,401)

(15,908)

(258,470)

Net income (loss)

($ 72,971)

($1,864,628)

($1,263,515)

($1,079,445)

($435,527)

Earnings (loss) per share

($0.01)

($0.28)

($0.18)

($0.12)

($0.06)

Balance Sheet Data

Working capital

(1,299,839)

(1,335,579)

(954,187)

371,685

901,942

Total assets (2)

5,262,866

6,286,021

6,477,127

7,066,823

6,988,974

Long term debt

298,234

1,079,520

424,915

435,063

1,063,792

Shareholders' equity

2,900,790

2,826,452

4,691,080

5,409,555

5,531,698

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

2003

2002

2001

2000

1999

(Restated)

Net income (Loss) - Canadian GAAP

($72,971)

($1,864,628)

($1,263,515)

($1,079,445)

($435,527)

Differences:

Other deferred development costs

(75,092)

(78,680)

(91,105)

133,403

(760,490)

Write-down of other deferred

development costs

11,688

11,408

32,791

Stock based compensation

(35,600)

Capital holding costs

expensed under US GAAP

(14,388)

(11,688)

(11,408)

(14,596)

(15,375)

Net income (loss) - US GAAP

($162,451)

($1,943,308)

($1,354,620)

($963,447)

($1,211,392)

2003

2002

2001

2000

1999

(Restated)

Earnings (loss) per share – US

($0.02)

($0.30)

($0.22)

($0.20)

($0.34)

GAAP(l)

Weighted average number of shares

outstanding under US GAAP (1)

6,979,397

6,520,172

6,065,972

4,565,523

3,519,271

Shareholders' equity – Canadian

$2,900,790

$2,826,452

$4,691,080

$5,409,555

$5,531,698

Other deferred costs, expensed

under US GAAP

(1,498,334)

(1,423,242)

(1,344,562)

(1,253,457)

(1,414,755)

Capitalized holdings costs,

expensed under US GAAP

(101,396)

(87,008)

(105,203)

Shareholders' equity - US GAAP

$1,301,060

$1,316,202

$3,259,510

$4,069,090

$4,011,740

(1)

Revenues for all periods disclosed comprised sales revenue of the corporation's interest in PJSJV, land sales, net vehicle lease and sale income, interest and other miscellaneous income. Under US GAAP these amounts would be considered "Other income" rather than "Revenue". There is no effect on reported net income (loss).

(2)

Total assets would be reduced for the adjustments noted under "Shareholders Equity" resulting in the following amounts under US GAAP: 2003 - $3,663,136; 2002 - $4,775,771; 2001 - $5,045,557; 2000 - $5,726,538 and 1999 - $5,469,016.

Currency and Exchange Rates

In this Form 20-F all references to dollars ($) are expressed in Canadian funds unless otherwise noted. As of August 28, 2003, the exchange rate for conversion to U.S. Dollars was $1.3973 Canadian = $1.00 U.S. Exchange rates represent the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The average rates presented in the table below represent the average of the exchange rates on the last day of each month during the calendar year for the past 5 years. Rates quoted are the Canadian Dollar exchange for US $1.00

Year

Period End

Average

High

Low

2002

1.5769

1.5702

1.6190

1.5024

2001

1.5958

1.5490

1.6058

1.4895

2000

1.5030

1.4720

1.5140

1.4310

1999

1.4433

1.4858

1.5110

1.4433

1998

1.5422

1.4831

1.5845

1.4040

On March 31, 2003, the noon buying rate in New York City for cable transfer in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York (the "Exchange Rate") was $1.00 U.S. = $1.4695 Canadian.

B.CAPITALIZATION AND INDEBTNESS

Not applicable

C.REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable

D.RISK FACTORS

History of losses and expected losses in the future:

The Corporation reported a loss of $435,527 for the year ended September 30, 1999; $1,079,445 for the year ended September 30, 2000; $1,263,515 for the year ended March 31, 2001; $1,864,628 for the year ended March 31, 2002 and $72,971 for the year ended March 31, 2003. The Corporation expects to continue to incur losses in the near future and possibly longer. The Corporation cannot predict when it will achieve profitability, and if it does the Corporation may not be able to sustain or increase its profitability.

Availability of capital:

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

Risk Factors Related to Ownership and Trading Market

Volatility of stock price:

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

Future sales of common shares:

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

General unforeseen and non-controllable risks:

In future years it is anticipated that the following will continue to have an effect on the results reported: the sale of the remaining parcels of land held by the Company's subsidiaries, there would then be a gain or loss recognized on the sale of the land. At this time it is difficult to quantify such a gain or loss as it is dependent on the economic conditions in effect at the time of the sale. The Company's real estate properties are subject to the risks generally associated with the ownership of real property, including liquidity, the need to meet fixed obligations, uncertainty regarding adverse local market conditions due to changes in general or local economic conditions, zoning laws, neighborhood characteristics, interest rates, availability of mortgage funds, availability of water and sewer services, changes in real estate property tax rates and other operating expenses, governmental rules and fiscal policies, acts of God (which may result in uninsured losses) and other factors which are beyond the control of the Company. The Company may be unable to resell its properties at a profit or at all as a result of adverse conditions in local real estate markets or other factors or the imposition of regulations governing the use of the properties which have an adverse impact on the value of the properties. Many of these inherent risks may be intensified by economic recession and by other potential economic developments and uncertainties.

Real estate development is an intensely competitive and highly cyclical business, typically involving "boom and bust" cycles. While location is one of the most important factors in real estate ownership, development is also critically affected by the availability of financing and general economic conditions.

ITEM 4.

INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT ON THE COMPANY

Pacific Harbour Capital Ltd.'s, (formerly Venture Pacific Development Corporation) principal office is located at Suite 1502 – 543 Granville Street, Vancouver, BC, V6C 1X8 (T) 604 697-0687 (F) 604 697-0686. The Company's separate subsidiaries incorporated in British Columbia are private, non-reporting companies, (i.e. these companies are not publicly traded on any stock exchange) as are the U.S. subsidiaries Venture Pacific Development Corporation (USA) and VenPac Nevada I, Inc. All references to the Company herein include its subsidiaries unless otherwise noted or unless the context would indicate otherwise. The Company's Consolidated Financial Statements for the fiscal year ended March 31, 2003 referred to herein also include its subsidiaries.

The Company was incorporated as Glider Resources Inc. under the Company Act (British Columbia) on March 18, 1986. On October 21, 2002, the Company consolidated the issued and outstanding common shares resulting in two old shares of the Company being consolidated into one new common share. At the same time, the authorized capital of the Company was increased to 100,000,000 common shares without par value (the "Common Shares") and 100,000,000 Preferred Shares without par value (the "Preferred Shares"). As of the Company's year end of March 31, 2003 there were 7,247,712 Common Shares issued and outstanding and no issued Preferred Shares.

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

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

The Registrant has furnished its shareholders with annual reports containing audited financial statements and quarterly or other interim reports containing financial and other information to the extent required by the British Columbia Company Act, the TSX-VE and the British Columbia Securities Commission ("BCSC"), and/or other applicable authorities and has provided the reports required by the U.S. Securities Exchange Act of 1934 ("1934 Act"). The Registrant is subject to the information and reporting requirements under the British Columbia Company Act and has filed periodic reports, proxy materials and other reports with the Executive Director under the British Columbia Securities Act and with the TSX-VE. Such reports can be inspected and copied, at the expense of the person requesting the report, at the TSX-VE offices at 10" Floor - 300 5th Ave. SW , Calgary, Alta, T 2P 3C4 and at the offices of the BCSC Executive Director at 9^th Floor - 701 W. Georgia St., Vancouver, BC, V7Y IL2, at prescribed rates.

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

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

B.BUSINESS OVERVIEW

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

investments; National Direct Response Marketing Canada Inc.

real estate holdings in Nevada, USA and British Columbia, Canada.

used vehicle leasing as well as sale of pre-owned vehicles through Venture Pacific Vehicle LeaseCorp Inc.

INVESTMENTS

In December 2002, the Company entered into an investment agreement with National Direct Response Marketing Canada Inc., the owner and marketer of the Canadian Legal Will Kit, the American Legal Will Kit and several other direct marketing products.

Pacific Harbour has the right to invest up to $1,100,000 by way of secured convertible debentures when if converted will equal a 49% ownership stake in National Direct. In order for the full amount to be advanced, National Direct is required to achieve specific sales targets within a 12 month and 18 month period. Pacific Harbour's first debenture advance to National Direct was $300,000. The Company earns royalties on the various products that National Direct sells and received royalty income during the fiscal year ended March 31, 2003 in the amount of $18,763.

REAL ESTATE HOLDINGS:

STATE OF NEVADA, USA

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

Large companies such as Burger King, McDonalds, KFC, Big 0 Tires, Dominos Pizza Restaurant, Bank of America, Sav-on Drugs, Smith's Food and Drug Center, Walgren Drugs, and Lucky Food Stores have now established operations in the Pahrump township.

A $300,000 loan secured by land held for development was extended to April 1, 2004 at 16% per annum. A replacement loan agreement dated April 12, 2001 was executed increasing the principal amount of the loan from $300,000 to $400,000. On February 22, 2002 this loan was again increased by $300,000 to bring the total principal amount to $700,000. Subsequently, on September 1^st, 2002 the interest rate on this loan was re-negotiated to a lower rate of 12% per annum. On December 1, 2002 the loan was further increased by a $300,000 bridge loan bringing the total loan amount to $1,000,000. On January 30, 2003 the Company sold a 40-acre parcel of land located in Pemberton, B.C. which formed part of the security on this loan. With the proceeds from the sale of this property, the $300,000 bridge loan was repaid thereby reducing the outstanding loan amount back to $700,000. & nbsp;Interest is being accrued on this loan at 12% per annum.

Ronald W. Downey, a former director and officer of the Company, had commenced an action against the Company in the Supreme Court of British Columbia pursuant to which he alleges wrongful dismissal and claims approximately $479,807 representing the aggregate salary due for the balance of the term of his contract.

In September 2002, the Company entered into a settlement agreement, approved by the Supreme Court of British Columbia, to payMr. Downey a judgment in the amount of $250,000. The Company granted Mr. Downey a mortgage in the amount of $250,000 which mortgage is to be registered against the Company's properties in Nevada. The term of this mortgage will be one year from September 5th, 2002 with a zero percent interest rate. The settlement amount can be reduced by prepaying the mortgage at any time up to September 30, 2003. Mr. Downey has agreed to extend the collection of the judgment amount by 6 months from September 30th, 2003 to March 31st, 2004 upon payment of $50,000. The balance of the settlement amount will then accrue interest at the rate of 10% per annum.

The Company is holding the property as undeveloped or would resell it should an acceptable offer be received.

PROVINCE OF BRITISH COLUMBIA, CANADA

The Company has fee simple interests in two real estate properties in or near Pemberton, British Columbia. Specific information regarding each property and its stage of development and operations is set forth under "Item 4.D - Plant, properties and equipment." The Company holds its real estate interests through wholly owned subsidiaries. The Company is currently reviewing its opportunities with respect to these land holdings as the awarding of the Whistler/Vancouver 2010 Olympics has generated substantial interest in the area to kick-start a major-development in the area

VEHICLE LEASING AND SALES

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

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

During the fiscal year ended March 31, 2003, LeaseCorp achieved net revenues after the cost of sales of $386,419 and an operating loss of $267,570. The used vehicle leasing business has been funded in-house, with all the new and near new vehicles financed on a non-recourse basis, through a major Credit Union (a type of Canadian financial and lending institution), which is responsible for collecting all lease payments due them.

In the interim, to assist with short-term plans to expand the business, LeaseCorp arranged mortgage-backed debt financing in an amount totaling $575,000 which the Company has guaranteed repayment of, and has caused a first and second mortgage to be granted over the three parcels of land located in Pemberton, British Columbia (see Item 2. Description of Property). The Company renegotiated the terms of these loans payable by the extension of repayment to August 10, 2003 at 14% per annum in the first year and 15% per annum in the second year. An additional $425,000 was advanced bringing the loan balance to $1,000,000. Subsequent to March 31, 2002, the Company paid $250,000 owing on the $1,000,000 loan payable and obtained a new loan in the amount of $750,000. The new loan bears interest at 12% per annum, is due on March 31, 2004 and is secured by the land held for resale and the land held for development.

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

50% JOINT VENTURE

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

ORGANIZATIONAL STRUCTURE

The Company's wholly owned subsidiaries are as follows:

345384 B.C. Ltd. ("345384")

345385 B.C. Ltd. ("345385")

371208 B.C. Ltd. ("371208") Subsequent to March 31, 2003 this subsidiary has been dissolved.

Venture Pacific Development Corporation USA ("VPDC USA") and its wholly-owned

subsidiary VenPac Nevada 1, Inc. ("Venpac Nevada")

Venture Pacific Capital Corporation ("Capital")

Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")

PLANT, PROPERTIES AND EQUIPMENT

PAHRUMP, NEVADA - USA

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

Some of the potential attractions of Pahrump are a relaxed pace of life, an enviable desert climate (Pahrump boasts the second highest annual hours of sunshine in the USA), a low crime rate, a reliable source of water and a low cost of living. Commercial growth has increased over the past five years matching the increase of the township's population. Well-known retailers have established outlets: Smiths Food & Drug Center, two Bank of America locations, Burger King, McDonalds, KFC, Pizza Hut, Baskin-Robbins, Taco Bell and Kenny Rogers. Construction of the Pahrump Valley Junction Shopping Centre, kitty-comer to the Venture Bay site, was completed in 1998 and is anchored by a Lucky Supermarket and Sav-On Drugs.

Besides the municipal infrastructure and retail expansion, growth is evident as schools, entertainment, dining, and leisure activity facilities (i.e. golf courses, stock car track, theatres, etc.) are in the development planning phase. The Pahrump Valley Chamber of Commerce has publicized a need for additional hotel rooms and RV pads to accommodate the increase of tourist traffic stopping in the township enroute between Death Valley and Las Vegas.

In 1999 the Nevada Department of Transport completed widening approximately 34 miles of Highway 160, that linked Pahrump and Las Vegas, from two lanes to four lanes. Planning is ongoing, to widen Highway 372 at the intersection of Highway 160 in Pahrump, from two lanes to four lanes for a three mile stretch.

PEMBERTON, BRITISH COLUMBIA - CANADA

All of the Company's real estate interests in Canada are fee-simple interests and are located in a broad river valley surrounded by mountains in the Pemberton, British Columbia area. The Village of Pemberton enjoys a rural setting along the Sea to Sky Highway approximately 35 kilometers north of the ski resort municipality of Whister, British Columbia and 159 kilometers north of Vancouver, BC.

Pemberton (population approximately 1,700) benefits both from the continued development of the neighboring year-round ski resort of Whistler and its proximity to many natural and picturesque attractions. Skiing, hiking, golfing and fishing are just some of the activities available to residents and visitors, with at least ten recreational areas within 30 kilometers of Pemberton itself.

The Company currently owns approximately 1 acre of undeveloped land, commercially zoned, in the Village of Pemberton and 133 riverfront acres in the Pemberton Valley, Squamish-Lillooet Regional District. The Company is holding the property as undeveloped or would resell it should an acceptable offer be received.

RIVER FRONT PROPERTY - CANADA

In December 1988, the Company, through its wholly owned subsidiary 345384 B.C. Ltd., acquired, for a purchase price of $175,000, approximately 133 acres of bare land located immediately north of Pemberton on the north side of Lillooet River. The Company has elected to hold the property as undeveloped for the time being or to resell it should an acceptable offer be received.

40.5 ACRE SITE - CANADA

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

The March 30, 1994 Official Community Plan of The Village of Pemberton identified this land as suitable for residential development and recommended its exclusion from the Agricultural Land Reserve. However, the Community Plan clearly states that it is limited in that it can "only encourage senior levels of government to take action (such as an actual rezoning), but cannot commit or require senior governments to act." The Company also attempted to have this land removed from the Agricultural Land Reserve, however was unsuccessful in its' undertaking.

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

GAS BAR AND CONVENIENCE STORE - CANADA

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

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

Venture Pacific Development Corporation had an informal agreement with the manager of the gas bar and convenience store (Nester's Market Ltd.) to provide monthly accounting services.

By letter of agreement, the lease and sub-lease with Petro-Canada Inc. ended on June 30, 2000 and provides for one additional five year renewal term at their option.

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

50% Share In:

2003

2002

2001

2000

1999

Total Sales:

$384,460

$2,285,890

$1,977,266

$2,334,092

$2,573,258

Net Profits:

6,677

$66,394

$8,434

$14,701

$45,462

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

ITEM 5.

OPERATING AND FINANCIAL REVIEW PROSPECTS

Basis of Presentation

The consolidated financial statements for the year ended March 31, 2003 present the results from operations of the parent company, Pacific Harbour Capital Ltd., 50% of the results of operations of the Pemberton Junction Store Joint Venture ("PJSJV) (representing the Company's share in the joint venture), and 100% of the results of operations from all of its wholly-owned subsidiaries. These wholly-owned subsidiaries are:

345384 B.C. Ltd. ("345384")

345385 B.C. Ltd. ("345385")

371208 B.C. Ltd. ("371208") Subsequent to March 31, 2003 this subsidiary has been dissolved.

Venture Pacific Development Corporation USA ("VPDC USA") and its wholly-owned subsidiary VenPac Nevada I, Inc. ("Venpac Nevada")

Venture Pacific Capital Corporation ("Capital")

Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")

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

The consolidated financial statements are denominated in Canadian dollars and have not been translated into United States dollars. The following discussion centers around the operations for the current year ended March 31, 2003 (fiscal 2003) with comparison to the prior year ended March 31, 2002 (fiscal 2002).

OPERATING RESULTS

The Company’s revenue from continued operations is comprised primarily of interest income and royalty income. Revenue from existing resources increased marginally this year by $3,764 to $36,368. This increase is derived largely from the addition of royalty income of $18,763 earned from the Company’s investment into the direct marketing company. The Company earns royalties on the various products that the direct marketing company sells. The increase in revenue however was offset by a decrease in other income of $20,842, which was partly associated with the loss of rental revenue earned on the Company’s disposed 40 acre parcel of land in Pemberton.

Revenue from discontinued operations decreased from $3,119,570 to $1,021,862 a decrease of $2,097,708. This decrease was largely related to the drop in convenience store sales. Sales from the convenience store decreased from $2,285,890 to $384,460 which was due to the sale of the asset at the beginning of the current fiscal year. Contributing to the decrease in discontinued operation revenue was a drop in vehicle lease and sales income. A decrease in revenue of $177,640 occurred in this area due to the sale of the asset in the last quarter and the declining asset base.

The Company’s general and administrative expenses decreased by $631,213 to $595,718. This decrease can be attributed largely to the decrease in legal and professional fees of $554,815 to $138,521. The 2002 years expenses were incurred largely by previous management in an attempt to resist the wishes of the voting shareholders to replace it. Current management incurred legal costs of $138,521 which can be attributed to the sale of its' assets and the continued reorganization of the Company through the settling of past debts and past legal actions.

Consulting fees increased by $22,049 to $121,000. Day-to-day management of the Company is performed by current directors and officers of the Company who have received compensation through a consulting company rather than directly.

Accounting and audit fees have been lowered to $19,800 from $65,625. This accounting fee reduction resulted from current management using internal resources rather then external resources to complete regular financial reporting. Office and general expenses decreased by $27,910 and travel and entertainment expenses decreased $27,433 to $4,259. These deceases resulted from management being more fiscally prudent.

Offsetting the decreases above the Company incurred increases in the interest expense section of $25,696 due to a higher debt load associated with the take over of the Company from previous management. Further offsetting the decrease above was an increase in rent and utilities of $27,524 and an increase in corporate admin fees to $55,289. The increase in corporate admin fees resulted from the use of outside third parties to assist with the accounting and legal issues associated with the take over of the Company by current management.

Overall the Company had a net loss of $72,791 or $0.01 per share for the year ended March 31, 2003 compared to net loss of $1,1,864,624 or $0.28 for the year ended March 31, 2002. This current loss would not have existed had the severance cost of $250,000 not occurred. Without this severence cost the Company would have earned $177,029 or $0.025 per share for the year ended March 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Working capital deficiency (including cash) for the year ended March 31, 2003 was $1,299,839 compared to $1,335,579 (per the restated note 21 amount cited in 2003's financial statements at March 31, 2003). This slight improvement in the working capital deficiency is as a result of lower accounts payable and a reduction of $956,341 in current liabilities of discontinued operations. This large reduction in current liabilities of discontinued operations however was largely offset by the movement of some loans to current liabilities from long term liabilities. These loans are due essentially on March 31, 2004 which by virtue of GAAP moves them into short term liabilities since they fall just under a 1 year maturity date.

Land held for resale included in the financial statements is carried at book value. Any resale would be at current market value. The most current market values available are:

Estimated

Net Book

Fair Market

Value as at

Value as at

Name of

Date of

Original

March 31,

Property

Subsidiary

Acquisition

Cost

2003

2003 *

Lillooet River

345384 BC Ltd.

December1988

$ 175,000

$ 280,000

$ 1,200,000

Front

Lillooet Water

371208 BC Ltd.

September 1989

225,000

280,000

800,000

Front **

Cardlock Fuel

345385 BC Ltd.

May 1988

$ 60,000

$ 200,000

265,000

Depot

Total

$ 235,000

$ 760,000

2,265,000

Note - values are based on recommended listing price supplied by third party real estate agents.

The sale of this 40-acre parcel of land was completed on February 12, 2003 for a total dollar value of $800,000. The Company registered an easement against this property to gain access to the Company's 133-acre parcel of land on the other side of the Lillooet River.

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

Long-term assets have decreased by $742,688 mainly due to the disposal of leased vehicles and capital assets from discontinued operations.

Long-term liabilities decreased by $781,286 in fiscal 2003 due mainly to loan repayment of $768,101 during the year.

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

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

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

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

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

Prepared in accordance with US GAAP the net loss for the year ended March 31, 2003 would be $162,451 compared to $1,943,308 for the year ended March 31, 2002. These differences between Canadian and US GAAP result mainly from the treatment of certain costs which were deferred under Canadian GAAP but are expensed under US GAAP.

Net assets in accordance with Canadian GAAP were $5,262,866 at March 31, 2003 and $6,286,021 at March 31, 2002. Net assets in accordance with US GAAP would be $3,663,136 at March 31, 2003 and $4,775,771 at March 31, 2002. Again the reason for these differences under Canadian and US GAAP is the timing of expensing certain costs.

In fiscal 1997, the Company abandoned plans to develop the parcels of land located in Pemberton B.C. and held by its wholly-owned subsidiaries (345384 - Lillooet River Front, 345385 - Cardlock Fuel Depot, 371208 - Lillooet Water Front). Therefore the cost of the land (original acquisition costs plus property taxes, carrying costs, legal fees and other costs expended) was reclassified from "Property held for development' 'to "Land held for resale".

The Company has decided not to pursue development of the remaining land parcels, however management feels that there are opportunities to sell the land for more than the current book value due to the proximity of Pemberton to Whistler and the granting of the 2010 Winter Olympics to Whistler/Vancouver and will hold the land until a reasonable offer is received.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not applicable

TREND INFORMATION

Not applicable

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The Directors of the Registrant are elected annually by the shareholders and hold office until the next annual general meeting of the shareholders or until their successors are duly elected and qualified, unless they resign sooner or cease to be directors in accordance with the Registrant's Articles. The Company's last annual general meeting was held on September 15, 2003 and the next meeting must be held within 13 months of that date as specified by the Registrant's Articles. The Registrant's executive officers are appointed by and serve at the pleasure of the Board of Directors. As of September 15, 2003, the following persons were directors and executive officers of the Company:

DIRECTORS

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

Lisa Reynolds – was appointed to the Board of Directors on March 5, 2002 and serves as Chairman of the Board of the Company. Mrs. Reynolds is an advisor and volunteer to several community organizations and is a graduate from the Financial Management and Accounting Program, B.C. Institute of Technology. Mrs. Reynolds is the daughter of Arthur Clemiss, who is a greater than 10% beneficial owner of Company stock as disclosed in Item 3.

James Heppell – was appointed to the Board of Directors on December 14, 2001. Mr. Heppell is a lawyer and has been a partner with Catalyst Corporate Finance Lawyers since 1992. Mr. Heppell also serves as President and Chief Executive Officer for Catalyst.

David J. Raffa– was appointed as Secretary of the Company on March 21, 2002. Mr. Raffa is a lawyer with the law firm Catalyst Corporate Finance Lawyers.

COMPENSATION

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

Management functions of the Company are substantially performed by directors or senior officers of the Company and not, to any substantial degree, by any other preson with whom the Company has contracted. Consulting fees totalling $121,000 were paid during the fiscal year ended March 31, 2003 to directors and officers of the Company for day-to-day management of the Company. All Management Agreements with previous directors and officers of the Company have been cancelled.

Ronald W. Downey, a former director and officer of the Company, had a contract with the Registrant and was compensated as an executive officer. His contract of employment was effective from March 1, 1998 and was to expire on December 14, 2002 at an annual salary of $150,000. (see Form 6-K, May, 1998 filing). Effective February 1, 2000, the Board of Directors of the Company accepted Mr. Downey's resignation as a director and officer of the Company and all of its subsidiaries. Mr. Downey has subsequently commenced an action against the Company in the Supreme Court of British Columbia pursuant to which he alleges wrongful dismissal and claims approximately $479,807 representing the aggregate salary due for the balance of the term of his contract.

No other cash or other compensation was paid to directors or executive officers during fiscal 2003, other than as listed above. There are no other plans in effect pursuant to which cash or non-cash compensation was paid or distributed to directors or executive officers during the most recently completed fiscal year or is proposed to be paid or distributed in a subsequent year.

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

BOARD PRACTICES

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the members unless that person ceases to be a director before then.

The Board of Directors meets periodically to review significant developments affecting the Company and to act on matters requiring Board approval. Although the Board of Directors delegates specific matters to others, it reserves certain powers and functions to itself. The Audit Committee is constituted in accordance with requirements of the B.C. Company and Securities Law and is directed to review the scope, cost and results of the independent audit of the Company's books and records, the results of the annual audit with management and the internal accountants; and the adequacy of the Company's accounting, financial and operations controls; to recommend annually to the Board of Directors, the selection of the independent auditors; to consider proposals made by the Company's independent auditors for consulting work; and to report to the Board of Directors when so requested, on any accounting or financial matters.

The Company has an Audit Committee of which Thomas Pressello, James Heppell and Lisa Reynolds are members.

EMPLOYEES

The Company currently employs one full time employee and one part-time employee. All employees are located at the Company's offices in Vancouver, B.C. Canada. Management decided not to replace staff as they vacated their positions and would instead pay consulting fees as required in an effort to reduce administrative expenses.

SHARE OWNERSHIP

The Corporation's securities are recorded on the books of its transfer agent in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective clients. The Corporation does not have knowledge of the beneficial owners thereof.

Number Of Shares

Beneficially Owned,

Principal Occupation

Directly Or Indirectly,

And If Not At Present

Or Over Which Control

An Elected Director,

Or Direction Is

Occupation During

Name And Present

Exercised At March 31,

ThePast Five (5)

Office Held

Director Since

2003

Years

Thomas Pressello

December 14, 2001

200,500

Businessman; Chief

Chief Executive Officer,

Executive Officer &

President & Director;

President of the Company.

Member of the Audit

Business Consultant (1994

Committee

to present) advising on

structuring several financial

transactions in mining, real

estate and other sectors.

Lisa Reynolds

March 5, 2002

25,000

Businesswoman;

Chairman of the Board

& Director

and Director; advisor and

Member of the Audit

volunteer to several

Committee

community organizations.

Graduate, Financial

Management and

Accounting program,

B.C. Institute of

Technology

James Heppell

December 14, 2001

Nil

Partner, President &

Director and

Chief Executive Officer

Member of the

of Catalyst Corporate

Audit Committee

Finance Lawyers (1992

to present)

Adoption of Stock Option Plan

The Company previously had two stock option plans. The first plan was approved by the Board on July 30, 1997 and by the shareholder's of the Company on September 28, 1997 (the "1997 Plan"). The 1997 Plan reserved 830,565 common shares for issuance pursuant to options granted under the 1997 Plan. Since the 1997 Plan was established, options to purchase 830,000 common shares have been granted under the 1997 Plan, of which 15,000 have been exercised and 815,000 have been cancelled leaving nil options outstanding.

The second plan was approved by the Board on February 24, 2000 and by the shareholder's of the Company on October 3, 2000 (the "2000 Plan"). The 2000 Plan reserved 1,229,144 common shares for issuance pursuant to options granted under the 2000 Plan. Since the 2000 Plan was established, options to purchase 770,000 common shares have been granted under the 2000 Plan, none of which have been exercised and 659,000 have been cancelled leaving 111,000 options outstanding.

In addition, the Company had previously granted 365,000 stock options outside the 1997 Plan and the 2000 Plan. Of the options granted outside the 1997 Plan and the 2000 Plan, 15,000 have been exercised and 350,000 have been cancelled leaving nil options outstanding.

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

Summary of Stock Option Activity

The following table summarizes all issuances of, exercise of and termination of, options granted under the 1997 Plan, the 2000 Plan and the 2002 Plan and under option agreements issued before the adoption of the above noted plans.

	Options Outstanding
Granted Outside Option Plans
Options Granted	365,000
Options Cancelled	(350,000)
Options Exercised	(15,000)
Options Outstanding:	Nil
1997 Plan
Plan Maximum	830,565
Options Granted Under Plan	830,000
Options Cancelled	(815,000)
Options Exercised	(15,000)
Options Outstanding:	Nil
2000 Plan
Plan Maximum	1,229,414
Options Granted Under Plan	770,000
Options Cancelled	(659,000)
Options Exercised	Nil
Options Outstanding – Pre-Consolidation	111,000
Options Outstanding – Post-Consolidation	55,500
2002 Plan
Plan Maximum – Pre-Consolidation	2,816,111
Plan Maximum – Post Consolidation (2:1 Basis)	1,408,055
Options Granted Under Plan – Post Consolidation	879,028
Options Outstanding Under 2000 Plan – Post Consolidtion	55,500
Options Exercised	Nil
Options Available for Grant – Post Consolidtion:	473,527

On August 15, 2002, the Board approved the adoption of the 2002 Plan and the shareholders approved the plan at the annual meeting held on September 19, 2002, under which the maximum number of common shares reserved for issuance pursuant to the grant of stock options is 2,816,111 Shares. This is approximately 20% of the issued and outstanding Shares as at the date herein, including previously granted options of up to 111,000 common shares. Subsequent to the adoption of the 2002 Plan, the shares were consolidated on a 2:1 basis and the stock option plan was consolidated by the same ratio. No new options will be granted pursuant to the 1997 Plan or the 2000 Plan. The existing stock options will remain in effect in accordance with the terms of the old plans, but will be deemed to be included in the number set aside under the new 2002 stock option plan. In the event these op tions terminate or expire without being exercised, this number of options will be available for future grant under the 2002 stock option plan.

The total amount of securities called for by all options held by directors, former directors and officers and employees as a group are 934,528.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

The following table sets forth certain information as of August 14, 2003 concerning the beneficial ownership of the voting securities of the Registrant as to each corporation or person known to the management of the Registrant that is the beneficial owner of more than 10% of the 7,247,712 outstanding shares of the Registrant's Common Shares, and the Registrant's officers and directors as a group. The percentages for each listing are calculated based on the number of outstanding shares.

NUMBER OF SHARES

NAME AND ADDRESS

AT AUGUST 14, 2003

PERCENTAGE

Arthur Clemiss

1,232,327(1)

17.0%

P.O. Box 2505, Kirk House

Georgetown

Grand Cayman Islands, B.W.I.

Officers and Directors of the

225,500(2)

3.11%

Registrant as a Group (3 persons)

(1)

Mr. Clemiss is a Canadian citizen, but a permanent resident of Grand Cayman. Lisa Reynolds is the daughter of Arthur Clemiss and a director of the Company. Lisa Reynolds beneficially owns 25,000 Common shares of the Company. Lisa Reynolds claims sole voting and investment power with respect to her own shares and disclaims all investment or voting power over Arthur Clemiss' shares or beneficial position. Lisa Reynolds has informed the Company that no understanding exists between herself and Arthur Clemiss which affects the control of the Company.

(2)

Information gathered from British Columbia Securities Commission website.

Based on the records of Computershare Trust Company of Canada, the Registrant's registrar and transfer agent, as at August 14, 2003 there were 7,247,712 issued and outstanding Common Shares and 52 registered shareholders of which 755,834 Common shares were held of record by 27 holders located in the United States.

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

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

RELATED PARTY TRANSACTIONS

Except as previously described in Item 4. D. (Property, plants and equipment), Item 5. B (Liquidity and capital resources), Item 6.13 (Compensation), Item 6. E (Share Ownership) and Item 10. C (Material contracts), no director, officer, security holder or relative or spouse of any of the foregoing, had any material interest, direct or indirect, in any transaction since the commencement of the Company's last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries other than as disclosed herein.

INTERESTS OF EXPERTS AND COUNSEL

Not applicable

ITEM 8.

FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Please refer to the Corporation's Consolidated Financial Statements attached.

The Directors of the Company may from time to time declare and authorize payment of dividends, as they deem advisable. Subject to the rights of members, all dividends on shares shall be declared and paid according to the number of shares held. The Company has not paid any cash dividends on its Commonstock since its incorporation and anticipates that, for the foreseeable future, earnings, if any, will continue to be retained for use in its business.

SIGNIFICANT CHANGES

Not applicable

ITEM 9.

THE OFFER AND LISTING

THE OFFER AND LISTING DETAILS

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

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

TSX Venture Exchange

OTC Bulletin Board

(in Canadian $)

(in US $)

Fiscal Year

High

Low

High

Low

2003

0.50

0.06

0.145

0.05

2002

0.25

0.12

0.13

0.085

2001

0.25

0.12

0.13

0.07

2000

0.95

0.12

0.1875

0.09

1999

0.95

0.20

1.00

0.13

The following table sets forth, for the quarters in the calendar year indicated, the last two years of high and low reported prices of the Registrant's Common Shares on the TSX-VE and the OTC Bulletin Board:

TSX Venture Exchange

OTC Bulletin Board

(in Canadian $)

(in US $)

Year

Quarter

High

Low

High

Low

2003

4^th

0.47

0.21

0.16

0.11

3^rd

0.50

0.10

0.32

0.051

2^nd

0.17

0.06

0.075

0.05

1^st

0.15

0.10

0.085

2002

4^th

0.25

0.12

0.11

0.075

3^rd

0.17

0.06

0.075

0.06

2^nd

0.15

0.10

0.085

0.084

1^st

0.19

0.12

0.11

0.075

The following table sets forth, for the months in the calendar year indicated, the high and low reported price of the Registrant's Common Shares on the TSX-VE and the OTC Bulletin Board:

TSX Venture Exchange

OTC Bulletin Board

(in Canadian $)

(in US $)

Month

High

Low

High

Low

August 2003

0.26

0.12

0.11

July 2003

0.20

0.16

0.125

0.115

June 2003

0.23

0.16

0.122

May 2003

0.24

0.17

April 2003

0.22

0.20

0.12

March 2003

0.22

0.12

February 2003

0.22

0.145

0.11

January 2003

0.47

0.21

0.16

0.11

PLAN OF DISTRIBUTION

Not applicable

MARKETS

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

SELLING SHAREHOLDERS

Not applicable

DILUTION

Not applicable

EXPENSES OF THE ISSUE

Not applicable

ITEM 10.

ADDITIONAL INFORMATION

SHARE CAPITAL AND NAME CHANGE

At the Company's Annual General Meeting held on September 19^th, 2002, the shareholders approved a special resolution consolidating the share capital on the basis of one new common share without par value for every two existing common shares without par value.

To enhance the ability of the Company to secure financing in the future, shareholders approved an increase in the authorized capital to 100,000,000 common shares (post consolidation) and the creation of a class of "blank cheque" preferred shares without par value (the "Preferred Shares") that may be issued in one or more series. The creation of the Preferred Shares will allow the directors to react quickly to market conditions and other factors and create a series of shares without the time and expense involved in calling a special meeting of the shareholders.

The rights and restrictions attaching to the Preferred Shares will allow the directors to fix the number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations attaching to the shares of that series, before the issuance of shares of any particular series.

At the same time that the share consolidation was put before the shareholders, a special resolution asking the shareholders to vote on a name change for the Company to "Pacific Harbour Capital Ltd." was also voted on and approved by the shareholders. Effective at the opening of trading on October 21, 2002, the common shares of Pacific Harbour Capital Ltd. commenced trading on the TSX Venture Exchange.

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

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

MEMORANDUM AND ARTICLES OF ASSOCIATION

At the September 19^th, 2002 Annual General Meeting, a new form of articles was approved by the shareholders of the Company and adopted as the Articles of the Company in substitution for, and to the exclusion of, the existing Articles of the Company.

MATERIAL CONTRACTS

On March 30, 1999 the Company obtained a loan in the amount of $300,000. The loan is due to Hartford Securities Ltd. ("Hartford") located in Grand Cayman, British West Indies. Subsequent to March 31, 2001 this loan was renegotiated on April 12, 2001 and the principal amount was increased to $400,000 at a rate of interest of 16% per annurn and extended to March 31, 2004. On February 22, 2002 this loan was increased by $300,000 bringing the total principal amount to $700,000 and reducing the interest rate to 12% per annum, a 4% interest rate reduction. On December 1^st, 2002 this loan was increased by an addition $300,000 bridge loan bringing the total principal owned to Hartford to $1,000,000. In January 2003, upon completion of the sale of the Company's 40-acre parcel of land held in Pemberton, B.C. by its wholly-owned subsidiary, 371208 BC Ltd., a p ortion of the above loan in the amount of $300,000 was repaid to Hartford Securities. There is currently an outstanding balance due to Hartford Securities by Pacific Harbour Capital Ltd. of $700,000 plus interest being accrued at the rate of 12% per annum.

Venture Pacific Vehicle LeaseCorp arranged mortgage-backed debt financing in an amount totaling $575,000 which the Company has guaranteed repayment of, and has caused a first and second mortgage to be granted over the three parcels of land located in Pemberton, British Columbia (see Item 2. Description of Property). Subsequent to March 31, 2001, the Company renegotiated the terms of these loans payable by the extension of repayment to August 10, 2003 at 14% per annum in the first year and 15% per annurn in the second year. An additional $425,000 was advanced bringing the loan balance to $1,000,000 (a lump sum payment of $250,000 has subsequently been made).

The Company subsequently obtained new financing for the vehicle leasing loan and refinanced the remaining $750,000 loan with Hartford Securities Ltd. The loan is secured by a promissory note and collateral mortgage on the land held for resale granted by three subsidiaries of the Company and is guaranteed by the Company at an interest rate of 12% per annum, a 3% reduction over the previous loan interest rate.

EXCHANGE CONTROLS

There are no laws or governmental decrees or regulations in Canada that restrict the export or import of capital or that affect the payment of dividends, interest or other payments to nonresident holders of the Registrant's securities other than withholding tax requirements. For a discussion of these withholding requirements see "Itern 7. Taxation" below.

There are no limitations under the laws of Canada, the Province of British Columbia, or in the charter or other constituent documents of the Registrant on the right of a non-resident to hold or vote the Registrant's Common Shares other than as provided by the Investment Canada Act (the "Act!) enacted on June 20, 1985 and as further amended, by the North American Free Trade Agreement (NAFTA) Implementation Act (Canada) and the World Trade Organization (WTO) Agreement Implementation Act, which requires the prior notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a "non-Canadian" of "control" of a "Canadian business," all as defined in the Act. For the purpose of the Act, "control" can be acquired through the acquisition of all or substantially all of the assets used in the Canadian busines s, or the direct or indirect acquisition of interests in an entity that carries on a Canadian business or which controls the entity which carries on the Canadian business. Under the Act, control of a corporation is deemed to be acquired through the acquisition of a majority of the voting shares of a corporation, and is presumed to be acquired where one-third or more, but less than a majority, of the voting shares of a corporation are acquired, unless it can be established that the corporation is not controlled in fact through the ownership of voting shares. Other rules apply with respect to the acquisition of non-corporate entities.

Investments requiring reviewand approval include: direct acquisitions of Canadian businesses with assets with a gross book value of $5,000,000 or more; indirect acquisitions of Canadian businesses with assets of $50,000,000 or more; and indirect acquisitions of Canadian businesses where the value of assets of the entity or entities carrying on business in Canada, control of which is indirectly being acquired, is greater that $5,000,000 and represents greater than 50% of the total value of the assets of all of the entities, control of which is being acquired.

Generally speaking, the value of the business acquisition threshold (the "Threshold") is increased from those levels outlined where the acquisition is by a member of NAFTA or a WTO Investor or by a non-Canadian other than a WTO Investor where the Canadian business that is the subject of the investment is immediately before the investment controlled by a WTO Investor. The Threshold is to be determined yearly in accordance with a formula set forth in the Act.

A WTO Investor includes an individual, other than a Canadian, who is a national of the WTO Member, or who has the right of permanent residence in relation to that WTO Member.

Different provisions and considerations apply with respect to investment to acquire control of a Canadian business that, as defined in the Act or regulations:

engages in production of uranium and owns an interest in a producing uranium property in Canada;

provides financial services;

provides transportation services; and

is a cultural business.

If an investment is reviewable, an application for review in the form prescribed by regulation is normally required to be filed with the Ministry of Industry, Director of Investment prior to the investment taking place and the investment may not be consummated until the review has been completed and ministerial approval obtained. Applications for review concerning indirect acquisitions may be filed up to 30 days after the investment is consummated. Applications concerning reviewable investments in culturally sensitive and other specified activities referred to in the preceding paragraph are required upon receipt of a notice for review. There is, moreover, provision for the Minister (a person designated as such under the Act) to permit an investment to be consummated prior to completion of review if he is satisfied that delay would cause undue hardship to the acquirer or jeopardize the operatio n of the Canadian business that is being acquired.

Upon review of an application for review, the Minister will then determine whether the investment is likely to be of "net benefit to Canada", taking into account the information provided and having regard to certain factors of assessment prescribed under the Act. Among the factors to be considered are:

- the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, on the utilization of parts, components and services produced in Canada, and on exports from Canada;

- the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part;

- the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;

- the effect of the investment with national industrial, economic and cultural objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and

- the contribution of the investment to Canada!s ability to compete in world markets.

TAXATION

Canadian Federal Income Taxation

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

This summary is based on the current provisions of the Canadian Act, the regulations thereunder and the Canada-United States Income Tax Convention (1980) (the "Treaty") as amended. This summary takes into account specific proposals to amend the Canadian Act and the regulations thereunder publicly announced by the Minister of Finance prior to the date hereof and the Company's understanding of the current published administrative and assessing practices of the Canada Customs and Revenue Agency (formerly Revenue Canada, Taxation). This summary does not take into account Canadian provincial income tax laws or the income tax laws of any country other than Canada.

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

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

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

United States Federal Taxation

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

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

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

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

If the Corporation is a PFIC for any taxable year during which a U.S. Taxpayer owns any Common Stock, the adverse taxation of disposition gains and certain distributions may be avoided by any U.S. Taxpayer who makes a QEF Election on or before the due date (including extensions) for filing such U.S. Taxpayer's tax return for such taxable year. Such a U.S. Taxpayer would be taxed on dividends andcapital gains as if the Corporation hadnever been a PFIC, but would also be taxed on its pro-rata share of the Corporation's earnings and profits for the Corporation's taxable year in which it was (or was treated as) a PFIC and which ends with or within such U.S. Taxpayer's taxable year, regardless of whether such amounts are actually distributed by the Corporation. Should such an election be made (and if the Corporation is a PFIC, U.S. Taxpayers are strongly urged to consider this speci al election), there are a number of specific rules and requirements applicable thereto, and suchan electing U.S. Taxpayer is strongly urged to consult his own tax advisor in that regard.

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

H.DOCUMENTS ON DISPLAY

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

SUBSIDIARY INFORMATION

Not applicable

ITEM 11

QUANTITATIVE INFORMATION ABOUT MARKET RISKS

Not applicable

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART Il

ITEM 13

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15

RESERVED

ITEM 16

RESERVED

PART III

ITEM 17

FINANCIAL STATEMENTS

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

The Company changed its accounting policy with respect to the deferral and amortization of foreign exchange gain/losses on long-term debt in accordance with the Canadian Institute of Chartered Accountants recommendations. The new recommendations require the inclusion in current income of all foreign exchange gains/losses on long-term debt instruments. As a result of this retroactive adjustment, the opening deficits for the years ended March 31, 2003 and 2002 have been restated.

SIGNATURES

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

PACIFIC HARBOUR CAPITAL LTD.

"Thomas J. Pressello"

Date: September 30, 2003

By:

Thomas J. Pressello

President, Chief Executive Officer and Director

Pacific Harbour Captial Ltd.

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003

Schedule A:

Financial Statements

–

See consolidated financial statements attached

Schedule B:

Supplementary Information

Analysis of expenses and deferred costs

Expenditures on land held for resale

–

See Note 3 to the consolidated financial statements attached

Expenditures on land held for development

	Administrative	$ 3,913
	Interest	39,663
	Property taxes	31,516
		$ 75,092

General and administrative expenses

–

See consolidated financial statements attached

Related party transactions

–

See Note 11 to the consolidated financial statements attached

Summary of securities issued and options granted during the year

Summary of common shares issued:

Date	Type of			Total
of Issue	Issue	Number	Price	Proceeds	Consideration
Jul. 19/02	Debt settlement	520,105^*	$0.20^*	$ 104,021	Debt
Dec. 6/02	Bridge loan fees	35,000	$0.35	$ 12,250	Services
Dec. 17/02	Debt settlement	172,435	$0.18	$ 31,038	Debt

Post consolidated

Summary of options granted during the year:

Date	Number	Optionee	Exercise Price	Expiry Date
Nov. 27/02	352,014	Tom Presello	$0.24	Nov. 27/07
Nov. 27/02	352,014	Lisa Reynolds	$0.24	Nov. 27/07
Nov. 27/02	50,000	James Heppell	$0.24	Nov. 27/07
Nov. 27/02	25,000	David Raffa	$0.24	Nov. 27/07
Nov. 27/02	50,000	Employees	$0.24	Nov. 27/07
Dec. 16/02	50,000	Employees	$0.30	Dec. 16/07
	879,028

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003 – Page 2

Summary of securities as at the end of the year

Authorized share capital

–

See Note 10 to the consolidated financial statements attached

Number and recorded value for shares issued and outstanding

–

See consolidated Statements of Shareholders’ Equity attached

Description of options, warrants and convertible securities outstanding

–

See Note 10 to the consolidated financial statements attached

Number of common shares subject to escrow or pooling agreements: Nil

List of Directors and Officers as at the date of this report:

	Name	Position
	Tom Pressello	President, Chief Executive Officer and Director
	Lisa Reynolds	Chairman of the Board and Director
	James Heppell	Director
	David Raffa	Secretary

Schedule C:

Management Discussion and Analysis

–

See attached

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003

Schedule C: Management Discussion and Analysis

DESCRIPTION OF BUSINESS

During the year ending March 31, 2003, Pacific Harbour Capital Ltd. (“Pacific Harbour”), a Vancouver based investment company, had principal investments in the land/real estate sector, the direct marketing sector, convenience store sector and the vehicle leasing sector.

The Company invests and divests of assets as determined by the general economic environment and the economic health of the relevant sector. During the year the company divested it’s assets in the convenience store sector, the vehicle leasing sector and the one of it’s land holdings in Permberton, B.C.. The company from an investment perspective entered into the direct marketing sector through a convertible debenture.

The Company’s current focus is the development or sale of it’s land in Pemberton, B.C., the sale of it’s land holdings in Pahrump, Nevada, and assisting with the development of the direct marketing company that Pacific Harbour has an investment in. Through the development, improvement or sale of it’s assets, the Company aims to re-invest the profits it earns and capital into new business and investment opportunities.

The Company’s land assets located in Pemberton, B.C. consist of two parcels of land. These parcels are as follows: a 1 acre commercial parcel of land and a 133 acre parcel of land.

The Company’s land that it currently holds in Pahrump, Nevada consists of two parcels that represent approximately 18 acres of land. This land was originally purchased by prior management with the intention that it would be used to develop a Casino. Current management does not believe that it is in the best interest of shareholders to proceed with the development of a casino and has listed the property for sale.

DISCUSSION OF OPERATIONS

Revenue

The Company’s revenue from continued operations is comprised primarily of interest income and royalty income. Revenue from existing resources increased marginally this year by $3,764 to $36,368. This increase is derived largely from the addition of royalty income of $18,763 earned from the Company’s investment into the direct marketing company. The company earns royalties on the various products that the direct marketing company sells. The increase in revenue however was offset by a decrease in other income of $20,842, which was partly associated with the loss of rental revenue earned on the company’s disposed 40 acre parcel of land in Pemberton.

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003 – Page 2

was a drop in vehicle lease and sales income. A decrease of revenue of $177,640 occurred in this area due to the sale of the asset in the last quarter and the declining asset base.

Expenses

The Company’s general and administrative expenses decreased by $631,213 to $575,718. This decrease can be attributed largely to the decrease in legal and professional fees of $554,815 to $138,521. The 2002 years expenses were incurred largely by previous management in an attempt to resist the wishes of the voting shareholders to replace it. Current management incurred legal costs of $138,521 which can be attributed to the sale of it’s assets and the continued reorganization of the Company through the settling of past debts and past legal actions.

In addition to the above a lowering of accounting and audit fees occurred to $19,800 from $65,625. This accounting fee reduction resulted from current management using internal resources rather then external resources to complete regular financial reporting. Office and general expenses decreased by $27,910 and travel and entertainment expenses decreased $27,433 to $4,259. These deceases resulted from management being more fiscally prudent.

Offsetting the decreases above the Company incurred increases in the interest expense section of $25,696 due to a higher debt load associated with the take over of the company from previous management. Further offsetting the decrease above was an increase in rent and utilities of $27,524 and an increase in corporate admin fees to $55,289. The increase in corporate admin fees resulted from the use of outside third parties to assist with the accounting and legal issues associated with the take over of the company by current management.

Other Items

The company incurred a $250,000 management severance cost in the current fiscal year. This cost was associated with a lawsuit launched against the company by a previous president of the company. Current management believed that it was in the best interests of shareholders to settle this claim.

A gain on the sale of land of $532,122 occurred which was associated with the selling of the company’s 40 acre parcel in Pemberton. A $41,299 gain on forgiveness of debt was also recorded by the company. This was obtained through the renegotiation of past debts incurred by the company.

Income from Discontinued Operations

A gain on the sale of the convenience store of $489,378 occurred but was partly offset by a $200,525 loss on the sale of the car leasing business. With the convenience store sale gain partly offset by the car leasing sale loss and other discontinued operational expenses, overall income from discontinued operations of $162,958 was earned by the Company for the current fiscal year.

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003 – Page 3

Net Income

The Company reported a net loss of $72,791 or $0.01 per share for the year compared to a loss of $.28 per share loss last year. This current loss would not have existed had the severance cost of $250,000 not occurred. Without this severance cost the company would have earned $177,029 or $0.025 per share this current fiscal year.

Related Party Transactions

The Company’s related party transactions totaled $245,780 a decrease of $237,825. This decrease relates primarily to a $366,713 reduction in management severance costs to zero. This cost was associated with the departure of previous management. In addition corporate administration fees decreased to zero from $50,000 due to the departure of previous management.

The reduction in related party expenses was partly offset by an increase in legal fee payments of $85,412 to a law firm which one of the Companies directors is a partner in. In addition an increase in consulting fees of $73,500 offset the decrease noted above. This increase was due to the fact that one of the companies officers receives compensation through a consulting company rather then directly.

Legal Proceedings and Contingent Liabilities

The Company currently is involved in several court cases which it plans to defend vigorously.

The first court case the Company is involved with has been brought on by a former law firm that past management engaged. The firm is claiming legal fees owing of approximately $109,000. The Company has counter sued the law firm claiming it was in breach of the court order prohibiting expenses of this nature. This legal fee has been accrued in the audited financial statements at March 31, 2003.

The second court case the Company is involved in is against another former law firm engaged by past management. This matter involves a legal bill of approximately $32,000. The Company claims that this bill is unreasonable and is in the process of contesting the amount through the courts. This legal expense has been accrued in the audited financial statements at March 31, 2003.

The third court case the Company is involved in is against the former manager of it’s car leasing business. The former manager is claiming $76,000 for breach of contract and wrongful dismissal from the company’s subsidiary Venture Pacific Vehicle Lease Corp. Inc.. Management is of the opinion that the claim is without merit and accordingly no amount has been recorded in the financial statements at March 31, 2003.

LIQUIDITY AND SOLVENCY

At March 31, 2003 the Company had a working capital deficiency of $1,299,839 compared to a working capital deficiency of $1,335,579 (per the restated note 21 amount cited in 2003’s financial statements) at March 31, 2002. This slight improvement in the working capital deficiency is as a result

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

YEAR END REPORT – FORM 51

for the year ended March 31, 2003 – Page 4

of lower accounts payable and a reduction of $956,341 in current liabilities of discontinued operations. This large reduction in current liabilities of discontinued operations however was largely offset by the movement of some loans to current liabilities from long term liabilities. These loans are due essentially on March 31, 2004 which by virtue of GAAP moves them into short term liabilities since they fall just under a 1 year maturity date.

It should be noted that a large portion of the Company’s current liabilities relate to legal bills which have been recorded in the accounting records at March 31, 2003 and are being contested in the courts. As result, the working capital deficiency may be substantially lower depending on the outcome of these court cases.

In order to meet the current working capital deficiency, the Company continues to explore debt settlement opportunities and has listed all of it’s land properties for sale. The Company has also negotiated to accrue all interest on it’s loans until the sale of the one of land parcels.

Presently, the Company relies on it’s cash reserves to provide monthly working capital to meet ongoing cash requirements.

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2003 and 2002

(Stated in Canadian Dollars)

AUDITORS' REPORT

To the Shareholders,

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

We have audited the consolidated balance sheets of Pacific Harbour Capital Ltd. (formerly Venture Pacific Development Corporation) as at March 31, 2003 and 2002 and the consolidated statements of loss, deficit and cash flows for the years ended March 31, 2003, 2002 and 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2003 and 2002 and the results of its operations and its cash flows for the years ended March 31, 2003, 2002 and 2001 in accordance with Canadian generally accepted accounting principles. As required by the British Columbia Company Act, we report that, in our opinion, these principles have been applied on a consistent basis.

Vancouver, Canada
July 21, 2003	Chartered Accountants

Comments by Auditors for U.S. Readers on Canada – U.S. Reporting Conflict

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realisation of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements and in respect of the Company’s working capital deficiency and substantial losses from operations, substantial doubt about the Company’s ability to continue as a going concern exists. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our report to the shareholders dated July 21, 2003 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditor’s report when these are adequately disclosed in the consolidated financial statements.

Vancouver, Canada	"AMISANO HANSON"
July 21, 2003	Chartered Accountants

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED BALANCE SHEETS

March 31, 2003 and 2002

(Stated in Canadian Dollars)

		(Restated
		– Note 21)
ASSETS	2003	2002
Current
Cash and cash equivalents	$ 185,668	$ 28,117
Restricted cash	-	4,000
Accounts receivable – Note 11	19,030	27,025
Prepaid expenses and deposits	18,800	18,053
Land held for resale – Note 3	537,940	760,000
Current assets of discontinued operations – Note 6	2,565	207,275

	764,003	1,044,470
Investment – Note 7	300,000	-
Land held for resale – Note 3	4,158,257	-
Capital assets, net – Note 5	40,606	2,757
Land held for development – Note 4	-	4,083,165
Long-term assets of discontinued operations – Note 6	-	1,155,629

	$ 5,262,866	$ 6,286,021

LIABILITIES
Current
Accounts payable and accrued liabilities – Note 11	$ 417,001	$ 688,794
Due to directors – Note 11	15,251	33,240
Severance obligation –Note 12	250,000	-
Current portion of loans payable –Note 8	1,068,000	389,000
Current portion of mortgage payable –Note 9	51,161	50,245
Current liabilities of discontinued operations – Note 6	262,429	1,218,770

	2,063,842	2,380,049
Loans payable –Note 8	-	700,000
Mortgage payable –Note 9	298,234	379,520

	2,362,076	3,459,569

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED BALANCE SHEETS

March 31, 2003 and 2002

(Stated in Canadian Dollars)

		(Restated
		– Note 21)
SHAREHOLDERS’ EQUITY	2003	2002

Share capital – Note 10	7,616,876	7,469,567
Deficit	( 4,716,086)	( 4,643,115)

	2,900,790	2,826,452

	$ 5,262,866	$ 6,286,021

Nature and Continuance of Operations – Note 1

Commitments – Notes 10 and 18

Contingent Liability – Note 13

APPROVED BY THE DIRECTORS:



"Tom Pressello"		"Lisa Reynolds"
, Director		, Director

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF LOSS

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Revenues
Interest income – Note 11	$ 7,283	$ 1,440	$ 19,365
Royalty income – Note 11	18,763	-	-
Other income	10,322	31,164	79,701

	36,368	32,604	99,066
General and administrative expenses – Schedule II	595,718	1,226,931	1,269,538

Loss before other items	( 559,350)	( 1,194,327)	( 1,170,472)

Other items:
Gain on forgiveness of debt	41,299	-	-
Gain on sale of land held for resale	532,122	-	-
Management severance costs –Notes 11 and 12	( 250,000)	( 366,713)	-
Write-down of marketable securities	-	-	( 4,500)
Write-down of land held for resale	-	( 11,688)	( 11,408)

	323,421	( 378,401)	( 15,908)

Loss from continuing operations	( 235,929)	( 1,572,728)	( 1,186,380)

Income (loss) from discontinued operations – Schedule I	162,958	( 291,900)	( 77,135)

Net loss for the year	$ ( 72,971)	$ ( 1,864,628)	$ ( 1,263,515)

Basic and diluted loss per share from continuing operations	$ ( 0.03)	$ ( 0.24)	$ ( 0.16)

Basic and diluted income (loss) per share from discontinued operations	$ 0.02	$ ( 0.04)	$ ( 0.02)

Basic and diluted loss per share for the year	$ ( 0.01)	$ ( 0.28)	$ ( 0.18)

Weighted average number of shares outstanding	6,979,397	6,520,172	6,065,972

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF DEFICIT

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001

Deficit, beginning of the year as previously stated	$ ( 4,604,080)	$ ( 2,740,655)	$ ( 1,514,972)

Prior period restatement – Note 21	( 39,035)	( 37,832)	-

Deficit, beginning of the year, restated	( 4,643,115)	( 2,778,487)	( 1,514,972)

Net loss for the year	( 72,971)	( 1,864,628)	( 1,263,515)

Deficit, end of the year	$ ( 4,716,086)	$ ( 4,643,115)	$ ( 2,778,487)

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Operating Activities
Loss from continuing operations	$ ( 235,929)	$ ( 1,572,728)	$ ( 1,186,380)
Non-cash items
Amortization	7,428	306	19,759
Finance fees	12,250	-	-
Foreign exchange loss (gain)	( 31,519)	-	37,832
Gain on forgiveness of debt	( 41,299)	-	-
Gain on sale of land held for resale	( 532,122)	-	-
Interest on restricted cash	-	( 1,292)	( 3,958)
Management severance costs	250,000	103,163	-
Write-down of marketable securities	-	-	4,500
Write down of land held for resale	-	11,688	11,408
Changes in non-cash working capital balances – Note 16	( 106,176)	450,578	173,126

	( 677,367)	( 1,008,285)	( 943,713)

Financing Activities
Increase (decrease) in loans payable	( 21,000)	789,000	-
Repayment of mortgage payable	( 48,851)	( 40,173)	( 40,431)
Decrease in restricted cash	4,000	53,027	9,981
Issuance of share capital	-	-	545,040

	( 65,851)	801,854	514,590

Investing Activities
Purchase of marketable securities	-	-	( 6,750)
Purchase of investment	( 300,000)	-	-
Expenditure on land held for development	( 75,092)	( 78,680)	( 91,105)
Expenditure on land held for resale	( 14,388)	( 11,688)	( 11,408)
Net proceeds on sale of land held for resale	768,570	-	-
Purchase of capital assets	( 47,277)	-	-
Advances from discontinued operations	568,956	300,470	109,635

	900,769	210,102	372

…/Cont’d

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

Continued

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001

Increase (decrease) in cash from continuing operations	157,551	3,671	( 428,751)
Increase (decrease) in cash from discontinued operations – Note 6	( 37,514)	( 40,850)	82,853

Increase (decrease) in cash during the year	120,037	( 37,179)	(345,898)

Cash and equivalents, beginning of the year	68,196	105,375	451,273

Cash and equivalents, end of the year	$ 188,233	$ 68,196	$ 105,375

Cash and cash equivalents, is comprised as follows:
Cash and equivalents – continuing operations	$ 185,668	$ 28,117	$ 24,446
– discontinued operations	2,565	40,079	80,929

Cash and equivalents, end of the year	$ 188,233	$ 68,196	$ 105,375



Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes	$ -	$ -	$ -

Interest	$ 78,509	$ 69,810	$ -

Non-cash Transactions – Note 19

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

			Deficit
			Accumulated
	Common Stock		During the	(Restated
	Issued		Development	– Note 21)
	Shares	Amount	Stage	Deficit	Total

Balance, March 31, 2000	11,223,545	$ 6,924,527	$ ( 435,527)	$ (1,079,445)	$ 5,409,555
For cash:
Pursuant to a private placement – at $0.30	1,816,800	545,040	-	-	545,040
Net loss for the year	-	-	-	( 1,263,515)	( 1,263,515)

Balance, March 31, 2001	13,040,345	7,469,567	( 435,527)	( 2,342,960)	4,691,080
Net loss for the year	-	-	-	( 1,864,628)	(1,864,628)

Balance, March 31, 2002	13,040,345	7,469,567	( 435,527)	( 4,207,588)	2,826,452
Pursuant to debt settlement agreements – at $0.10	1,040,210	104,021	-	-	104,021
2:1 share consolidation	(7,040,278)	-	-	-	-
Pursuant to bridge loan fees – at $0.35	35,000	12,250	-	-	12,250
Pursuant to debt settlement agreements – at $0.18	172,435	31,038	-	-	31,038
Net loss for the year	-	-	-	( 72,971)	( 72,971)

Balance, March 31, 2003	7,247,712	$ 7,616,876	$ ( 435,527)	$ ( 4,280,559)	$ 2,900,790

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD. Schedule I

(formerly Venture Pacific Development Corporation)

CONSOLIDATED STATEMENTS OF INCOME FROM DISCONTINUED OPERATIONS

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

	2003	2002	2001
Revenues
Convenience store sales	$ 384,460	$ 2,285,890	$ 1,977,266
Interest income	7,082	1,269	2,200
Vehicle leases and sales, net	617,972	795,612	770,441
Other income	12,348	36,799	46,122

	1,021,862	3,119,570	2,796,029

Costs of sales
Convenience store cost of sales	363,561	1,984,594	1,715,681
Amortization - leased vehicles	231,553	412,259	430,231

	595,114	2,396,853	2,145,912

Income before general and administrative expenses	426,748	722,717	650,117

General and administrative expenses – Schedule III	552,643	1,014,617	727,252

Loss before other items	( 125,895)	( 291,900)	( 77,135)
Other items
Loss on disposal of vehicle leasing assets – Note 6	( 200,525)	-	-
Gain on disposal of convenience store assets – Note 6	489,378	-	-

	288,853	-	-

Income (loss) from discontinued operations	$ 162,958	$ ( 291,900)	$ ( 77,135)

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD. Schedule II

(formerly Venture Pacific Development Corporation)

CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001

Accounting and audit fees – Note 11	$ 19,800	$ 65,625	$ 53,925
Amortization – capital assets	7,428	306	19,759
Bank charges	2,221	1,977	3,518
Business investigation costs	-	-	11,394
Consulting and management fees – Note 11	121,000	143,049	173,054
Corporate administration fees – Note 11	55,289	-	106,518
Directors’ fees – Note 11	-	-	12,500
Facilities and service fees – Note 11	-	50,000	120,000
Filing fees	18,365	511	5,987
Finance fees	12,250	21,000	-
Foreign exchange loss (gain)	( 28,785)	7,142	38,937
Interest – Note 11	93,529	67,833	36,000
Legal and professional fees – Note 11	138,521	693,336	173,923
Office and general	23,664	51,754	108,886
Promotion and advertising	2,089	2,837	7,534
Rent and utilities	67,407	39,883	86,153
Shareholder information and investor relations	12,607	5,842	41,175
Transfer agent fees	7,247	16,275	6,508
Travel and entertainment	4,259	31,692	160,047
Wages and benefits – Note 11	38,827	27,869	103,720

	$ 595,718	$ 1,226,931	$ 1,269,538

SEE ACCOMPANYING NOTES

PACIFIC HARBOUR CAPITAL LTD. Schedule III

(formerly Venture Pacific Development Corporation)

CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES FROM DISCONTINUED OPERATIONS

for the years ended March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

	2003	2002	2001

Accounting and audit fees	$ 874	$ 9,407	$ 9,075
Amortization – capital assets	4,368	20,238	20,123
Bad debts	51,459	80,929	35,287
Bank charges	11,813	30,936	26,176
Consulting fees	-	11,200	-
Convenience store expenses	6,033	27,036	33,891
Finance fees	-	43,000	-
Interest – Note 11	108,085	141,607	92,000
Legal and professional fees	6,445	21,890	6,006
Management fees	2,598	25,000	25,000
Office and general	89,001	93,874	73,039
Promotion and advertising	31,293	79,072	33,577
Rent, property taxes and utilities	38,138	54,763	53,515
Travel and entertainment	4,262	10,098	7,361
Vehicle leasing expenses	27,504	7,526	4,361
Wages and benefits	170,770	358,041	307,841

	$ 552,643	$ 1,014,617	$ 727,252

PACIFIC HARBOUR CAPITAL LTD.

(formerly Venture Pacific Development Corporation)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars)

Note 1

Nature and Continuance of Operations – Note 6

Pacific Harbour Capital Ltd., formerly Venture Pacific Development Corporation, is a public company, which was incorporated on March 8, 1986 under the Company Act of British Columbia. Its common shares are traded on the TSX Venture Exchange and on the OTC Bulletin Board. The Company's primary business is investments. During the year ended March 31 2003, the Company’s activities, through its subsidiaries and joint venture interest, were the sale of land in Canada and the United States of America, vehicle leasing services and the operation of a gas station/convenience store. During the year ended March 31, 2003, a subsidiary of the Company disposed of its assets relating to the vehicle leasing business and the Company disposed of its 50% joint venture interest in the Pemberton Junction gas station/convenience store. During fiscal 2003, the Company changed its name from Venture Pacific Development Corporation to “Pacific Harbour Capital Ltd.”

These consolidated financial statements have been prepared on a going concern basis. The Company has a working capital deficiency of $1,229,839 at March 31, 2003 and has accumulated $4,716,086 of losses. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 2

Significant Accounting Policies

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada. Differences with respect to accounting principles generally accepted in the United States are described in Note 22. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgement. Actual results may differ from these estimates.

The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarised below:

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s 50% interest in the Pemberton Junction Store Joint Venture (Note 20) is accounted for on the proportionate consolidation basis, whereby the consolidated accounts include 50% of the assets, liabilities and results of operations of the joint venture. All inter-company transactions have been eliminated.

All significant inter-company transactions and balances have been eliminated.

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 2

Significant Accounting Policies – (cont’d)

Cash and Cash Equivalents

The Company considers cash on hand, deposits in banks and highly liquid investments to be cash and cash equivalents.

Restricted Cash

Restricted cash is comprised of cash set aside pursuant to the requirements of the New Home Warranty Programs.

Inventory

Inventory is valued by management at the lower of cost and net realisable value.

Land Held for Resale

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

Land Held for Development

Direct and indirect costs of land held for development are capitalized. Indirect costs include financing costs, property taxes, architectural, engineering, legal, marketing, permits, management, travel and administrative. To the extent the costs are determined to exceed estimated recoverable value they will be written down accordingly.

Leased Vehicles and Amortization

Leased vehicles are used vehicles recorded at acquisition cost, plus any incidental expenses. The vehicles are leased to customers of Venture Pacific Vehicle LeaseCorp Inc. for various lease terms, usually 18 to 36 months at a standard monthly lease charge. Amortization is calculated on the net asset value (full cost less residual value) spread over the lease term using the straight-line method.

Capital Assets and Amortization

Capital assets are recorded at cost. Amortization has been calculated using the following annual rates and methods:

Building

4% declining balance

Computer equipment

30% declining balance

Office furniture

20% declining balance

Software

50% declining balance

Store fixtures and equipment

8% – 20 % declining balance

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 2

Significant Accounting Policies – (cont’d)

Investment

Investment is carried at cost. To the extent that cost exceeds net recoverable value it will be written down accordingly.

Basic and Diluted Loss per Share

Basic earnings or loss per share are computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effect of the computations are anit-dilutive due the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Foreign Currency Translation

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

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, severance obligation and due to directors approximate fair value because of the short-term maturity of those instruments. The fair value of investment, loans payable and mortgage payable also approximates their carrying amounts. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company accounts for income taxes by the asset and liability method. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized.

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 2

Significant Accounting Policies – (cont’d)

Stock-based Compensation Plan

The Company has a stock-based compensation plan as disclosed in Note 10, whereby stock options are granted in accordance with the policies of regulatory authorities. The Company applies the “settlement method” of accounting for stock-based compensation awards. No compensation expense is recognized for those options when issued to employees and directors. Any consideration paid by employees and directors upon exercise of stock options is credited to share capital.

Effective for fiscal years beginning on or after January 1, 2002, public companies are required to adopt the new recommendations of the Canadian Institute of Chartered Accountants regarding accounting for Canadian Stock-based Compensation. These new requirements require that all stock options be accounted for using the fair value based method of accounting for stock-based compensation with the exception of certain types of awards, which are exempt from this policy. Where the award is exempt, the Company can elect to follow the fair value method or some other methods provided that where the fair value method is not followed certain pro forma disclosures are made. The Company has elected to continue applying the settlement method of accounting.

Revenue Recognition

Revenue from vehicle leasing is recognized monthly at the commencement of the lease. Revenue from vehicle sales and convenience store sales is recognized on the sale to the customer. Revenue from royalties received from the sale of Legal Will Kits by National Direct Response Marketing Canada Inc. is recognized as it is earned.

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 3

Land Held for Resale – Note 4

The Company held three parcels of land located in Pemberton, British Columbia in three separate subsidiary companies and a parcel of land located in Pahrump, Nevada. One of the Pemberton land parcels was disposed of during the year ended March 31, 2003. The Company capitalized property taxes and other costs to these properties held for resale during the years as follows:

	2003	2002
Balance, beginning of the year	$ 760,000	$ 760,000
Property taxes	10,744	10,637
Other costs	3,644	1,051

	774,388	771,688
Less: write down to net realizable value	-	( 11,688)
Less: land sold during the year	( 236,448)	-

Current portion of land held for resale	537,940	760,000
Add: reclassify from land held for development to land held for resale (long-term)	4,158,257	-

Total land held for resale	$ 4,696,197	$ 760,000

Note 4

Land Held for Development – Note 3

The Company's U.S. subsidiary, Venpac Nevada 1, Inc., purchased a total of 19.06 acres of land in Pahrump, Nevada which was categorized as land held for development in previous years. During the year ended March 31, 2003, the land has been listed for sale and reclassified as land held for resale.

	2003	2002
Acquisition of land held for development	$ 2,659,923	$ 2,659,923
Deferred development costs	1,668,108	1,593,016

	4,328,031	4,252,939
Less: write down to net realizable value	( 169,774)	( 169,774)
Less: reclassify as land held for resale	( 4,158,257)	-

Balance, end of the year	$ -	$ 4,083,165

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 5

Capital Assets

		2003		2002
		Accumulated
	Cost	Amortization	Net	Net
Computer equipment	$ 25,319	$ 3,798	$ 21,521	$ -
Office furniture	20,315	2,583	17,732	2,757
Software	2,706	1,353	1,353	-

	$ 48,340	$ 7,734	$ 40,606	$ 2,757

Note 6

Discontinued Operations – Note 20

On May 31, 2002, the Company sold its 50% interest in the Pemberton Junction Store (“PJS”). Income related to this joint venture has been disclosed as income from discontinued operations. The Company received total proceeds of $815,806 for its 50% joint venture interest resulting in a gain on sale of discontinued operations of $489,378.

On January 24, 2003 the Company sold the business and assets of its wholly owned subsidiary, Venture Pacific Vehicle LeaseCorp Inc. (“VPVL”) for $550,000 and recorded a loss of $200,525 on the sale. Losses related to VPVL have been disclosed as loss from discontinued operations.

The consolidated balance sheets include the following amounts related to discontinued operations of PJS and VPVL:

	2003	2002
Cash and cash equivalents	$ 2,565	$ 40,079
Accounts receivable	-	17,943
Inventory (a)	-	139,830
Prepaid expenses and deposits	-	9,423
Current assets of discontinued operations	$ 2,565	$ 207,275


Leased vehicles, net	$ -	$ 876,166
Capital assets, net (b)	-	279,463

Long-term assets of discontinued operations	$ -	$ 1,155,629

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 6

Discontinued Operations – Note 20 – (cont’d)

	2003	2002
Accounts payable	$ 30,530	$ 203,614
Security deposits	-	5,290
Deferred revenue	-	9,866
Current portion of loans payable (c)	231,899	1,000,000
Current liabilities of discontinued operations	$ 262,429	$ 1,218,770

(a)

Inventory related to discontinued operations consist of the following:

	2003	2002
Pemberton Junction store inventory	$ -	$ 35,986
Vehicles inventory	-	103,844

	$ -	$ 139,830

(b)

Capital assets related to discontinued operations consist of the following:

	2003	2002
Land	$ -	$ 41,381
Building	-	187,231
Computer equipment	-	5,829
Office furniture	-	1,671
Store fixture and equipment	-	43,351

	$ -	$ 279,463

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 6

Discontinued Operations – Note 20 – (cont’d)

(c)

Current portion of loans payable related to discontinued operations consist of the following:

	2003	2002
(i) The loan is secured by the land held for resale and the land held for development. The loan bears interest at 12% per annum, payable monthly and due on March 31, 2004.	$ 231,899	$ -

(ii) The loan is secured by a promissory note and a collateral mortgage on the land held for resale granted by three subsidiaries of the Company. Interest is paid monthly at 15% per annum. The loan was paid in full in August 2002.	-	1,000,000

	$ 231,899	$ 1,000,000

Cash flows from discontinued operations are as follows:

	2003	2002	2001
Operating Activities
Income (loss) from discontinued operations	$ 162,958	$ ( 291,900)	$ ( 77,135)
Non-cash items
Amortization	235,921	432,497	450,354
Loss on disposal of leasing vehicle assets	200,525	-	-
Gain on disposal of store assets	( 489,378)	-	-
Deferred revenue	( 9,866)	( 942)	( 530)
Changes in non-cash working capital balances
Accounts receivable	10,506	25,179	( 11,951)
Inventory	107,392	22,461	13,603
Prepaid expenses and deposits	3,765	( 45)	1,066
Accounts payable	( 127,414)	35,445	39,505
Security deposits	( 5,290)	( 1,670)	( 6,167)

	89,119	221,025	408,745

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 6

Discontinued Operations – Note 20 – (cont’d)

(a)

– (cont’d)

	2003	2002	2001
Financing Activities
Increase (decrease) in loans payable	( 768,101)	425,000	-
Advances to parent company	( 568,956)	( 300,470)	( 109,635)

	( 1,337,057)	124,530	( 109,635)

Investing Activities
Proceeds from disposal of assets of PJS and VPVL	1,365,806	-	-
Purchase of capital assets	( 1,650)	( 24,779)	( 81,013)
Purchase of lease vehicles, net of sales	( 88,138)	( 361,626)	( 135,244)

	1,276,018	( 386,405)	( 216,257)

Increase (decrease) in cash prior to disposal	28,080	( 40,850)	82,853
Cash balance of PJS on disposal	( 65,594)	-	-

Increase (decrease) in cash from discontinued operations	$ ( 37,514)	$ ( 40,850)	$ 82,853

Note 7

Investment

On December 10, 2002, the Company entered into an investment agreement with National Direct Response Marketing Canada Inc. (“National”). Concurrent with the entering into this investment agreement, a director of the Company became a director of National. National is the owner and marketer of the Canadian Legal Will Kit, the American Legal Will Kit and other direct marketing products. The investment entitles the Company to invest up to $1,100,000 by way of secured convertible debentures and if fully converted will result in a 49% ownership of National.

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

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 8

Loans Payable

	2003	2002
a) The loan is secured by the land held for resale, bears interest at 12% per annum and due on March 31, 2004.	714,000	700,000

b) The loan is unsecured, non-interest bearing and payable on demand.	354,000	354,000

c) The loan is from a company with a former director in common and is unsecured, bears interest at 18% per annum. The loan was paid in full in September 2002.	-	35,000

	1,068,000	1,089,000
Less: current portion	( 1,068,000)	( 389,000)

	$ -	$ 700,000

Note 9

Mortgage Payable

	2003	2002
Mortgage is in the amount of US$238,040 and bears interest of 10% per annum, due August 2008. Monthly payments of US $4,757 including principal and interest and secured by a deed of trust against the Pahrump land. The mortgage may be prepaid at any time without penalty.	$ 349,395	$ 429,765
Less: current portion	( 51,161)	( 50,245)

	$ 298,234	$ 379,520

Principal repayments on the mortgage over the next five years are as follows:

	2004	$ 51,161
	2005	56,521
	2006	62,439
	2007	68,977
	2008	76,199

		$ 315,297

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 10

Share Capital

Authorized:

100,000,000 common shares without par value

100,000,000 preferred shares without par value

On October 21, 2002, the Company consolidated the issued and outstanding common shares resulting in two old shares of the Company being consolidated into one new common share. At the same time, the Company increased its authorized number of common shares to 100,000,000 and 100,000,000 preferred shares.

Commitments:

Stock-Based Compensation Plan

From time to time, the Company grants incentive stock options to directors and employees to purchase common shares of the Company at market related prices.

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

	Number	Price Range
Outstanding and exercisable at March 31, 2002	368,500	$ 0.40-0.50
Expired	( 252,500)	$ 0.40-0.50

Total before share consolidation	116,000
Consolidated 2 to 1	( 58,000)
Issued	879,028	$ 0.24-0.30
Cancelled	( 2,500)	$ 0.80

Outstanding and exercisable at March 31, 2003	934,528	$ 0.24-1.00

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 10

Share Capital – (cont’d)

Commitments: - (cont’d)

The compensation charge associated with directors’ and employees’ options in the amount of $202,886 is not recognized in the financial statements, but included in the pro-forma amounts below. These compensation charges have been determined under the fair value method, using the Black-Scholes options pricing model with the following assumptions:

Weighted-average fair value of options granted	$0.22-$0.41
Expected dividend yield	0.0%
Expected volatility	136% – 145%
Risk-free interest rate	3.93%
Expected term in years	5

Had the fair value method been used for those options issued to employees and directors’, the Company’s net loss and loss per share would have been adjusted to the pro-forma amounts indicated below:

	Year ended
	March 31, 2003
Net loss As reported	$ ( 72,971)
Pro-forma	$ ( 275,857)
Basic and diluted loss per share As reported	$ ( 0.01)
Pro-forma	$ ( 0.04)

On March 31, 2003, there were 934,528 employee and director share purchase options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

Number of Shares	Exercise Price	Expiry Date
7,500	$0.80	September 19, 2003
48,000	$1.00	March 3, 2005
		November 27, 2007
50,000	$0.30	December 16, 2007
934,528

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 11

Related Party Transactions – Notes 7 and 8

For the years ended March 31, 2003, 2002 and 2001 the Company earned the following revenues from a company with a common director and was charged the following expenses by directors or companies with common directors:

	2003	2002	2001
Interest income	$ 5,986	$ -	$ -
Royalty income	18,763	-	-

	$ 24,749	$ -	$ -

Accounting fees	$ -	$ 2,400	$ -
Consulting and management fees	121,000	47,500	144,000
Corporate administration fees	-	-	22,310
Directors’ fees	-	-	12,500
Facilities and services fees	-	50,000	106,518
Interest	2,011	7,665	120,000
Legal and professional fees	94,739	9,327	-
Management severance costs	-	366,713	-
Wages and benefits	28,000	-	-

	$ 245,780	$ 483,605	$ 405,328

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

Included in accounts receivable is $19,030 (2002: $Nil) owing from a company with a common director with respect to unpaid interest and royalties.

On March 31, 2003 and 2002, the Company owed the following amounts to directors of the Company or to companies with common directors:

	2003	2002
Due to directors	$ 15,251	$ 33,240
Accounts payable	13,000	43,506

	$ 28,251	$ 76,746

Amounts due to directors are unsecured, bear interest at 1% per month and have no specific terms for repayment.

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 12

Severance Obligation

The Company settled a lawsuit from a former President of the Company for $250,000 in respect of severance pay. The amount is due on September 5, 2003. If the Company pays the settlement amount prior to September 5, 2003, the settlement amount will be reduced by $4,000 per month for each month remaining until September 5, 2003.

Note 13

Contingent Liability

An action has been brought against the Company claiming damages in the aggregate amount of $76,000 for alleged wrongful dismissal by a former employee of the Company’s subsidiary, Venture Pacific Vehicle LeaseCorp Inc. Management is of the opinion that the claim is without merit and accordingly no amount has been recorded in the financial statements at March 31, 2003.

Note 14

Segmented Information

The Company operated in three industries in Canada and one in the United States of America. In Canada, substantially all business activities related to the sale of undeveloped land, operating a convenience store and leasing and selling vehicles. In the United States of America, substantially all business activities relate to the sale of land.

Information concerning the Company’s businesses on a geographic and industry basis is as follows:

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Revenues
Canada
Convenience store	$ 384,460	$ 2,285,890	$ 1,977,266
Vehicle sales and leasing	617,972	795,612	770,441
Other	55,798	70,672	147,388
United States	-	-	-

	$ 1,058,230	$ 3,152,174	$ 2,895,095

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 14

Segmented Information – (cont’d)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Operating income (loss) before other items
Canada
Convenience store	$ 6,677	$ 66,394	$ 8,434
Vehicle sales and leasing	(132,572)	(368,624)	(171,711)
Undeveloped land	-	(15,705)	(1,512)
Other	(559,350)	(1,168,292)	(1,082,818)

	(685,245)	(1,486,227)	(1,247,607)
United States	-	-	-

	$ (685,245)	$ (1,486,227)	$ (1,247,607)
Amortization of capital and other assets
Canada
Convenience store	$ 3,141	$ 18,562	$ 18,687
Vehicle sales and leasing	232,780	413,935	431,312
Other	7,428	306	20,114

	243,349	432,803	470,113
United States	-	-	-

	$ 243,349	$ 432,803	$ 470,113
Capital expenditures
Canada
Convenience store	$ -	$ 15,935	$ 4,796
Vehicle sales and leasing	-	367,408	135,244
Undeveloped land	14,388	11,688	11,408
Other	47,277	3,062	76,217

	61,665	398,093	227,665
United States
Land development	75,092	78,680	91,105

	$ 136,757	$ 476,773	$ 318,770

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 14

Segmented Information – (cont’d)

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Identifiable assets
Canada
Convenience store	$ -	$ 355,762
Vehicle sales and leasing	2,565	1,007,142
Land held for resale and development	537,940	760,000
Other	564,104	79,952

	1,104,609	2,202,856
United States
Land held for resale	4,158,257	4,083,165

	$ 5,262,866	$ 6,286,021

Note 15

Comparative Figures

Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for the current year.

Note 16

Changes in Non-Cash Working Capital Balances

	2003	2002	2001
Accounts receivable	$ 7,995	$ ( 5,914)	$ 64,185
Prepaid expenses and deposits	( 747)	( 10,370)	10,371
Accounts payable	( 95,435)	433,622	98,570
Due to directors	( 17,989)	33,240	-

	$ ( 106,176)	$ 450,578	$ 173,126

Note 17

Corporation Income Tax Losses

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

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 17

Corporation Income Tax Losses – (cont’d)

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

	2003	2002
Future income tax assets
Net tax losses carried forward	$ 1,435,861	$ -
Less: valuation allowance	( 1,435,861)	-

	$ -	$ -

The Company recorded a valuation allowance against its future income tax assets based on the extent to which it is unlikely that sufficient taxable income will be realized during the carry forward periods to utilize all the future tax assets.

At March 31, 2003, the Company and its subsidiaries have accumulated non-capital losses of approximately $3,681,694 which may be carried forward to reduce future years income for Canadian federal and state income tax purposes. These losses, the potential benefit of which have not been recognized in these financial statements, expire as follows

	2007		$ 477,422
	2008		605,620
	2009		1,341,718
	2010		1,256,934

			$ 3,681,694

Note 18

Commitment

The Company is committed to future minimum payments under an operating lease for office space as follows:

Year ended March 31, 2004	$ 62,495
2005	62,495
2006	62,495
2007	62,495

	$ 249,980

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 19

Non-cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows. The following transactions have been excluded from the statement of cash flows:

For the year ended March 31, 2003:

the Company issued 1,040,210 common shares at $0.10 per share to settle accounts payable totalling $104,021.

the Company issued 172,435 common shares at $0.15 per share to settle accounts payable totalling $31,038.

the Company issued 35,000 common shares at $0.35 per share pursuant to bridge loan fees totalling $12,250.

Note 20

Investment in Joint Venture – Note 6

Each of the venturers in the PJS has a 50% interest. The joint venture agreements provide for the other venturer to be the operator for a management fee of $50,000 per annum. The PJS operates a gas station and convenience store located in Pemberton, British Columbia. During the year ended March 31, 2003, the Company sold its 50% interest in the joint venture. The Company has proportionately consolidated in its accounts the following amounts with respect to this joint venture.

	2003	2002
Current assets	$ -	$ 83,799
Long-term assets	-	271,963
Current liabilities	-	( 13,711)

	$ -	$ 342,051

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 20

Investment in Joint Venture – Note 6 – (cont’d)

	2003	2002	2001
Sales	$ 384,460	$ 2,285,890	$ 1,977,266
Cost of sales	( 363,561)	( 1,984,594)	( 1,715,681)

	20,899	301,296	261,585
Operating and administrative expenses	11,081	216,340	234,109

Joint venture income before amortization	9,818	84,956	27,476
Less: amortization	3,141	18,562	19,042

Income before other item	6,677	66,394	8,434
Gain on disposal of convenience store assets	489,378	-	-

Net income for the year	$ 496,055	$ 66,394	$ 8,434

Cash flow from (used in):
Operating activities	$ 14,953	$ 103,849	$ 19,885
Investing activities	10,783	( 15,935)	( 4,799)

	$ 25,736	$ 87,914	$ 15,086

Note 21

Prior Period Restatement

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 22

Differences between Canadian and US Generally Accepted Accounting Principles

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

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

Accounting for Start-up Activities

Under US GAAP, the balances capitalized as deferred development costs incurred on the land held for development would not be eligible for capitalization and would be expensed as incurred.

Accounting for Capitalized Holding Costs

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

Accounting for Joint Venture

US GAAP requires investments in joint ventures to be accounted for using the equity method, while under Canadian GAAP, the accounts of joint ventures are proportionately consolidated. However, under rules promulgated by the Securities and Exchange Commission, a foreign registrant may, subject to the provision of additional information, continue to follow proportionate consolidation for purposes of registration and other filings notwithstanding the departure from US GAAP.

Stock-based Compensation

The Company grants stock options at exercise prices equal to the fair market value of the Company’s stock at the date of the grant. Pursuant to APB 25, the compensation charge associated with non-employees options has been recorded in reconciling items.

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 22

Differences between Canadian and US Generally Accepted Accounting Principles

– (cont’d)

The impact of the above on the consolidated financial statements is as follows:

		(Restated	(Restated
		– Note 21)	– Note 21)
	2003	2002	2001
Net loss for the year per Canadian GAAP	$ ( 72,971)	$ ( 1,864,628)	$ ( 1,263,515)
Deferred costs (a)	( 75,092)	( 78,680)	( 91,105)
Capitalized holding costs (b)	( 14,388)	( 11,688)	( 11,408)
Write-down of land held for resale	-	11,688	11,408

Net loss for the year per US GAAP	$ ( 162,451)	$ ( 1,943,308)	$ ( 1,354,620)

Basic loss per share as per US GAAP	$ ( 0.02)	$ ( 0.30)	$ ( 0.22)

Balance Sheets
Total assets per Canadian GAAP	$ 5,262,866	$ 6,286,021
Deferred costs (a)	( 1,498,334)	( 1,423,242)
Capitalized holding costs (b)	( 101,396)	( 87,008)
Total assets per US GAAP	$ 3,663,136	$ 4,775,771

Total liabilities per Canadian and US GAAP	$ 2,362,076	$ 3,459,569
Shareholders’ Equity
Deficit, end of the year per Canadian GAAP	$ ( 4,716,086)	$ ( 4,643,115)	$ ( 2,778,487)
Deferred costs (a)	( 1,498,334)	( 1,423,242)	( 1,344,562)
Capitalized holding costs (b)	( 101,396)	( 87,008)	( 87,008)
Stock-based compensation (d)	( 35,600)	( 35,600)	( 35,600)

Deficit, end of the year per US GAAP	( 6,351,416)	( 6,188,965)	( 4,245,657)
Share capital per Canadian and US GAAP	7,616,876	7,469,567	7,469,567
Additional paid-in capital (d)	35,600	35,600	35,600

Shareholders’ equity per US GAAP	$ 1,301,060	$ 1,316,202	$ 3,259,510

Pacific Harbour Capital Ltd.

(formerly Venture Pacific Development Corporation)

Notes to the Consolidated Financial Statements

March 31, 2003, 2002 and 2001

(Stated in Canadian Dollars) – Page #

Note 22

Differences between Canadian and US Generally Accepted Accounting Principles

– (cont’d)

The impact of the above on the consolidated financial statements is as follows:

– (cont’d)

		(Restated	(Restated
		– Note 21)	– Note 21)
Cash Flows	2003	2002	2001
Cash flows used in operating activities per Canadian GAAP	$ ( 677,367)	$ ( 1,008,285)	$ ( 943,713)
Deferred costs (a)	( 75,092)	( 78,680)	( 91,105)
Capitalized holding costs (b)	( 14,388)	( 11,688)	( 11,408)

Cash flows used in operating activities per US GAAP	( 766,847)	( 1,098,653)	( 1,046,226)

Cash flow provided by (used in) financing activities per Canadian and US GAAP	( 65,851)	801,854	514,590

Cash flow provided by investing activities per Canadian GAAP	900,769	210,102	372
Expenditure on land held for development (a)	75,092	78,680	91,105
Expenditure on land held for resale (b)	14,388	11,688	11,408

Cash flows provided by investing activities per US GAAP	990,249	300,470	102,885

Increase (decrease) in cash from continuing activities per US GAAP	157,551	3,671	( 428,751)
Increase (decrease) in cash flows from discontinued operations for Canadian and US GAAP	( 37,514)	( 40,850)	82,853

Increase (decrease) in cash per US GAAP	$ 120,037	$ ( 37,179)	$ ( 345,898)

Oceanic Iron Ore (FEO) Inactive 20-F/A2003 FY Annual report (foreign) (amended)