Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as "plan", "anticipate," "believe," "estimate," "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission ("SEC"), particularly our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

Corporate Background

We are a development company focused on the development of real estate. We own resort property in Tulum Mexico and have constructed certain facilities and provide management services for the apartment units constructed on the adjoining property. The resort is an ocean front property hotel located on the Caribbean beaches of Tulum, Quintana Roo, Mexico and the resort is named Hotel ParaYso, Tulum, Mexico.

We have signed a purchase contract to acquire real property located at 620-622 Seymour Street in Vancouver, British Columbia Canada for the construction of a hi-rise hotel, office, or mixed use development of up to 91 condo-hotel suites. The site is located in the financial district of downtown Vancouver, British Columbia Canada.

Recent Corporate Developments

We experienced the following significant developments since May 31st, 2008:

1. We signed a purchase contract for the purchase of real property for $5,500,000 Canadian Dollars located at 620-622 Seymour Street, Vancouver, British Columbia, Canada.

2. We entered into a letter of intent with Akiin Beach Club to provide beach front weddings in Tulum, Mexico jointly with Hotel ParaYso Resort, Tulum, Mexico.

3. We achieved revenues of $48,947 for the six months ending May 31st, 2008.

4. We contracted De Cotiis Group Windsor Holdings Ltd. as consultant to assist the Company in capital raising efforts and to find new development deals for the Company.

2.1 Hotel ParaYso Resort, Tulum, Quintana Roo, Mexico

We own property (the "Solidaridad Property") in Tulum, Mexico as noted in Figure
1. The property consists of two developable pods where we can build an additional 15 hotel suites. The hotel has been open since February 7th, 2007. We also manage the adjoining 11 hotel suites and receive income from the supply of management services. The Company entered into an agreement dated for reference November 29, 2005 with Monica Galan-Rios for the purchase of certain lands located in Solidaridad, Mexico consisting of approximately 1,220 square meters, See Figure 1 below. Under the terms of the property purchase agreement with Ms. Galan-Rios:

(1) In consideration of Ms. Galan-Rios's grant of all of her interests in the Solidaridad Property to us, we: (i) paid $30,000 to Ms. Galan-Rios, and (ii) issued an unsecured promissory note to Ms. Galan-Rios in the amount of $50,000, plus accrued interest at a rate of 12% per year, maturing on November 29, 2006;

(2) We agreed to provide septic and water services to tenants at a rate of $50 per apartment unit per month;

(3) We agreed that commencing on the completion of construction of the units, for a 25 year period following November 29, 2004, we will provide security, maintenance and gardening services for the Solidaridad Property for a fee of $250 per unit per month; and

(4) We agreed to grant to Ms. Galan-Rios and any of the potential tenants, access to the road presently existing on the Solidaridad Property.

2.1.1 Location of Hotel ParaYso Resort, Tulum, Quintana Roo, Mexico

The property consists of the Western half of the fraction of Lot #10 located at Km 8, Carretara a Tulum-Boca Paila Ejido Jose Maria Pino Suarez Municipality of Solidaridad, Quintana Roo, Mexico in the city of Tulum, Mexico. See Figure 1 below. Solidaridad is one of the eight municipalities that make up the Mexican state of Quintana Roo. Quintana Roo is located on the eastern part of the Yucatán Peninsula. It borders the Mexican states of Yucatán and Campeche to the north and west, the Caribbean Sea to the east, and the nation of Belize to the south.

Figure 1 Property Location

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2.2 Hotel ParaYso Vancouver Development Property

We entered into an agreement to purchase 620-622 Seymour Street Property in the Financial District of Vancouver, British Columbia, Canada for a mixed use hotel or office building. The purchase price for the lands is $5,500,000 Canadian Dollars and the expected close date is April 22nd, 2009. The vendor of the lands has agreed to provide a vendor take back mortgage for $3,000,000 dollars and the Company is required to raise equity of $2,500,000 dollars on or before April 22nd, 2009.

The Company is current raising debt and equity financing to complete the property purchase transaction.

We intend to acquire real property at 620 Seymour Street, Vancouver, Canada, obtain the appropriate development permits from the City of Vancouver, and build 14 floors and 91 suites with roof top lounge bar, energy efficient style suites, and stylish lobby. We intend to commence construction in the summer of 2009 and complete summer of 2011.

Management is of the belief that a cash flow and capital appreciation concept can be applied Dormant Vacant Land that is currently zoned and designated for a permitted use such as commercial, residential or mixed use and that has sufficient density so that a lengthy rezoning process is not required; this type of land we can apply the Capital Appreciation Concept. The Company and its executive have had significant experience in taking land from dormant unused currently zoned property to completed residential subdivided land and a commercial space in the form of a resort hotel. In this concept, the Company chooses viable land pieces based on a number of factors as outlined in section "2.2.1 Selection of 620 Seymour Street as Development Property " and raises sufficient capital to build equity in the land to a point that a debt financing with a reasonable interest rate payment can be supported and serviced during construction; upon completion of the development, a forecasted payout timeframe can be expected within a reasonable amount of time.

2.2.1 Selection of 620 Seymour Street as Development Property

The Property is located on the "Hudson Bay Block", the 2nd lot in from the corner on the North West side facing Seymour Street. The Property dimensions is 50 foot frontage (15.2 meters) by 120 foot depth (36.6meters) or 6,000 square feet. The Property is zoned Downtown and is in Section C of the Community plan of the City of Vancouver. Section C permits a total Floor Space Ratio (FSR) of 5.0, allowing a total of 30,000 square feet of buildable space. For Hotel usage, the city can permit a bonus of 15% or another 4,500 square feet for a total of 34,500 square feet. Below illustrates a overview map, the proposed urban design for the Hotel, and photos of the Property.

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In choosing the Property, 620 Seymour Street, Vancouver, BC for development of a hotel in the downtown Vancouver Financial District, discussions were initiated with City of Vancouver in the Summer of 2007. The City's response was that they would consider a Hotel Development on the site after all development issues have been met, such as parking, massing, urban design, issues, and any other issues that may come up in the Development process review.

In addition to our discussions with the Development Board of the City of Vancouver, management also considered the factors as outlined below:

a) The close proximity of the Property to the new Canada Line Downtown station, the new shuttle from Vancouver Airport to Downtown Vancouver's Financial District

b) The 2010 Winter Olympics to be hosted in Vancouver, British Columbia and its affect on post Olympic tourism vests; and

c) The new Canada Convention Center and post Olympic added business delegate visit; and

d) The redevelopment of the surrounding block, including the Hudson Bay Block and St. Regis Hotel

e) The current occupancy levels of downtown Vancouver hotels pre Olympics 2010

f) The price of land for buildable square foot at 200 per square foot as the going rate in downtown Vancouver

g) The scarcity of land in the Downtown Vancouver District

h) Property within the last remaining developable block in downtown Vancouver

i) The timing of construction upon one year prior to the commencement of the 2010 Olympics.

2.2.2 The 2010 Winter Olympics affect on Hotel Occupancy levels in following years

Major, internationally recognized hallmark tourism events like the Calgary Stampede or an Olympic Games is expected to have a substantial enduring impact on the growth of international travel to British Columbia and in particular, an increase in hotel occupancy levels and rates, particularly in the downtown Vancouver core. This was demonstrated by Holmes and Shamsuddin of Simon Fraser University in 19972. With a multivariate statistical model developed for the purpose, these researchers examined American tourism to British Columbia in the five years following Expo 86. Eliminating the effects of other variables such as currency exchange rates and travel price indexes, the research by Holmes and Shamsuddin lead them to the conclusion: what is clear from this study is that the long-term economic benefits from successful mega-events, such as Expo 86, are very large (probably larger in total than the short-term economic benefits). These benefits result from the post-mega-event visitors who come to the sponsoring city as a result of its world-wide exposure by the event. The key enduring benefit is the incremental growth in tourism resulting from the volume and quality of international media exposure surrounding the event.

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Holmes and Shamsuddin examined only American visitors and only in those first five post-Expo years. Examination of European and Japanese travel data suggests similar conclusions. This chart, drawn from Statistics Canada data illustrates the dramatic change in the trend of total international visitors to British Columbia in the 14 years before 1986 and the 14 years following. In the 14 years prior to 1986, British Columbia's share of total international visitors to Canada fluctuated in the relatively narrow range of 9.5% to 11.6 %. This jumped to over 17% during 1986. Since Expo 86 British Columbia's share of international visitors to Canada has increased every year from 12 % in 1987 to 17.4% in 2000. There are undoubtedly a number of contributing factors for this performance, including the federal "open skies" airport policy in recent years, but the common thread appears to be the heightened international awareness of British Columbia kicked off by Expo 86.

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Similar, but smaller scale, impacts appear to follow the Calgary 1988 Games. This chart shows the growth trend in international travel to Alberta following the 1988 Calgary Winter Olympics.

It is instructive to observe what was happening to international visitor volumes to the rest of Canada in this period. Data for Canada excluding BC and Alberta is compared to BC and Alberta results. Comparison of the average annual growth rate of international tourism in three periods - the years from 1972 to the pre-hallmark event year, the years two through seven after the event, and the post event year two through to year 2000 produces interesting results. In both cases (BC and Alberta) data for the year of the event and the post-event year was excluded to eliminate the distorting effect of the large spike in visitors which occurs during the event year and the inevitable drop the following year.

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As can be seen in the next chart, the rate of growth in international visitor volumes has considerably outpaced the rest of Canada in the respective British Columbia and Alberta post-hallmark event periods.

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The apparent impact of Expo 86 was more dramatic. While the exposition did not have the same long seven year build up, the event itself was much longer, running six months versus about one month (including Paralympics) for the Winter Games. During the Expo year, 1986, British Columbia attracted an astonishing 68% additional international visitors to the province, (more than 2.8 million), on top of a solid 6% gain the previous year. In the first post-Expo year, 1987, the province gave up most of the Expo gain but retained a 14% increase over the volume in the immediate pre-Expo year, 1985. In the first five post-Expo years, 1987 - 1991, British Columbia gained each year, with an average annual growth of 5.4% compared to 1985. Meanwhile, the rest of Canada, excluding Alberta experienced declining volumes in four of the five years and an average annual growth of just 0.2% compared to 1985.

Being in the financial district and within one block of the Canada Line main Station for the downtown district, we expect hi occupancy rates post Olympics and we do expect increases in rates due to our prime location.

The close proximity of the Property to the new Canada Line transportation system from the Airport

At a length of nearly 19 km, the Canada Line will be an automated rail-based rapid transit service connecting Downtown Vancouver with the Vancouver Airport - and adding transit capacity equivalent to 10 major road lanes. This transportation line is a key link and a key factor for Management to choose this site for ParaYso Hotel as it will be the 2nd closest hotel to the main "DowntownVancouver City Center" Station other than the Four Seasons Vancouver. The Four Seasons has a room rate of $410 per night on average and has recently undergone an extensive interior overhaul. This line is expected to enhance occupancy levels of all hotels in downtown Vancouver for international travelers.

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Convention Center Expansion in Downtown Vancouver

The Vancouver Convention & Exhibition Centre (VCEC), is also expected to be ready before the winter 2010 Olympics, and will be one of Canada's largest convention centers. It has more than 150,000 ft² (13,936 m²) of space, including a 91,205 ft² (8,500 m²) column-free, dividable exhibition hall, 20 meeting rooms, and a ballroom. When the current expansion construction is completed in 2009, VCEC will have 473,523 ft² (43,991 m²) of meeting space.

The VCEC, 3 blocks from the Property and to be completed by November 2009, is expected to bring significant more visitors to Vancouver after the Olympics. A study of the four most recent summer Olympic Games host cities by Jones Lange LaSalle8 highlights this fact. Sydney, for example, increased its convention bid win average by 34% following its selection in 1993 to host the 2000 Games. Barcelona experienced a 29% increase in international delegates in the immediate post-Games year and achieved a 21% annual compound growth in international delegates in the six years following the 1992 Games. Increased conventions will mean increased demand for hotel rooms.

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2.2.3 Current Occupancy Rates for downtown Vancouver and rates pre Olympics 2010

Occupancy Rates are per PFK Consulting Group's Study is 71% for 2007. The level of occupancy without the taking into consideration the level of increase of occupancy and rates due to the after boom of the Olympics. Rates range between 200 per night to 410 per night in downtown Vancouver. All hotels receive consistent income throughout the year.

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Other Main Factors in Selecting the Property and future Projects

As per an Appraisal for the property by Carmichael Wilson Property Consultants, Ltd., the average buildable per square foot 1 year ago was 150 per square foot. Now, due the scarcity of the land downtown, and the expected demand for commercial real estate, the price per buildable square foot is $200.00. Due to the bemusing of 15% for hotel usage, the land is being acquired for 159 per buildable square foot. In addition the site is the last remaining site block for developement in downtown Vancouver. The closest hotel in the Property site is the St. Regis Hotel, across the street on Seymour; the hotel is undergoing a 10 million dollar upgrade and is expected to be a 4 star hotel upon completion of the upgrades.

PK Consulting Group Ltd. conducted a survey of hotel and occupancy levels in downtown Vancouver and across Canada. PK based its forecasts on surveying hotels in Vancouver along with projected new hotels opening in the next 2 years. Other than Calgary, Vancouver leads Canada as the highest occupancy level for hotel suites and the second highest room rate without taking into consideration the stimulus expected from the 2010 Winter Olympic Games in Vancouver and the international visitors expected to the City.

Hi forecasted occupancy levels and higher room rates provide a stronger financial base for rental income for this Development.

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2.2.4 Management Experience in Developments

Development of Business - Since inception, the Company has been focused on developing its Hotel property in Tulum Mexico. We commenced construction in summer 2005 and completed the Hotel in February 2007. We are currently at close to 100% occupancy throughout the year since November 2007 in hi season. Tulum has had significant growth over the last several years as Cancun and Playa del Carmen have both been growing at a very rapid pace. What brings people to Tulum is its superior beaches and its away from it all lifestyle. Hi-season in Tulum occurs from November to April 31st and July and August. Since completing its development, management has been focused on finding its next development candidate. We were selecting from various candidates including Puerto Vallarta and Vancouver. We finally selected Vancouver and a property in the downtown district due to the upcoming 2010 Olympics, the close proximity to the new Canada Line station, and the new Canada convention center.

Management Experience -

Primary management of the Company consists of Graham Alexander and Angela Manetta. The Company has 18 employees in Canada and Mexico. The following two developments were primarily developed by Mr. Alexander and Ms. Manetta:

Elk Mountain Estates, Chilliwack, British Columbia, Canada - 32 lot ½ acre lot Subdivision
Mr. Alexander and Ms. Manetta (the "Principals") purchased a 26 acre parcel property located at 7625 Marble Hill Road, Chilliwack, BC (the "Chilliwack Property") on February 28th, 2004 for the sum of $780,000 in cash payment. The funds were raised via an offering memorandum and the purchase was conducted by the selling of proposed lots and providing as security a mortgage on the purchase of the Chilliwack Property. In servicing of the lands, the Principals raised an additional $2.1 million dollars via pre-sale of Limited Partnership Units and the presale of proposed lots on the subdivision. The Principals created Mount Thurston Drive and Mount Archibald Place and subdivided 32 lots. The services that were added were all sewer, water, storm drainage, paving, water pump system, cub, gutter, and sidewalks. The total cost for Development was including land and servicing was $2,880,000 Canadian Dollars. The Average selling price of all lots by 2007 was $182,000 or $5,284,000 for a total appreciation over 4 years of 83%. The pictures post subdivision are illustrated below:

MT THURSTON DRIVE and MT. ARCHIBALD PLACE 10 ½ acre VIEW LOTS, CHILLIWACK, BC

ParaYso Hotel, Tulum, Quintana Roo Mexico- 11 suite boutique hotel, ocean front suites, pool Mr. Alexander and Ms. Manetta (the "Principals") purchased from the sale of the cedar timber from the Chilliwack Property, the Principals purchased the land in Tulu Mexico for the Development of a Hotel for $100,000USD Cash (the "Tulum Property") in 2004. The Principals raised funds by selling shares in the Company, private investors and from the income of the lots from the Chilliwack Property for the sum of $1.2 million Canadian Dollars. An independent appraisal by Abodes Abroad & Associates, Inc. of New York City on March 9th, 2007 estimated the hotel to be worth $2.45 million dollars. The Principals have determined that an additional 15 rooms can be constructed on the Tulum Property and the appraisal by Adobes Abroad and Associates did not consider this development potential in its appraisal. Without considering the real market value of the property and the further development potential of the Tulum Property, the development has appreciated in value 104% in 3 years. This appraisal assumes the property owned by the Company and the adjoining hotel suites as an aggregate. Illustrated below are pictures of the Tulum Property today:

ParaYso Hotel, Tulum, Mexico
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2.3 PLAN OF OPERATION Our plan of operation is to acquire, manage, and develop income-producing real property in Mexico, Canada and the United States. Our ParaYso Hotel in Tulum Mexico currently produces income and has been in operations since February 7th, 2008.

MILESTONES AND OBJECTIVES

The table below highlights our milestones and objectives over the next twelve
months:

                                                        ANTICIPATED
 MILESTONES AND OBJECTIVES                                  COST        TIME FRAME
 PHASE I - RAISE SUFFICIENT EQUITY TO PURCHASE
 620-620 Seymour Street, Vancouver, B.C.                $  2,500,000      9 Months

 PHASE II - RAISE SUFFICIENT EQUITY FOR SOFT COSTS
 FOR DEVELOPMENT of 620-622 Seymour Street              $    500,000      9 Months

 PHASE III - AQUIRING OTHER DEVELOPMENT OR
 INCOME PRODUCING PROPERTIES IN MEXICO                  $     50,000      12 Months

 - Visit other resort areas in Mexico to review real
 estate development opportunities
 - Negotiate purchase of lands
 - Cash deposit required to secure potential land
 parcels

                        TOTAL                           $  3,050,000          -

We anticipate spending approximately $3,050,000 in the next 12 months in pursuing our plan of operation and to pursue development Property in Vancouver, Canada. Currently, we have cash of $18,456 which is insufficient to allow us to meet our current commitments and to complete our plan of operation for the next twelve months. We are will need substantial additional financing in order to implement our long term business strategy and plan of operation. We anticipate that any additional financing will likely be in the form of equity financing as substantial debt financing is not expected to be available at this stage of our business.

Our actual expenditures and business plan may differ from the one stated above. Our Board of Directors may decide not to pursue this plan. In addition, we may modify the plan based on available financing.

In addition to the costs outlined above, we anticipate that we will incur over the next twelve months the following expenses:

                                             Planned Expenditures Over
          Category                            The Next Twelve Months
          Professional Fees                 $                    10,000
          General Administrative Expenses   $                    25,000
          Consulting Fees                   $                    10,000
          Contractor Fees                   $                    10,200

          TOTAL                             $                    55,000

Our total expenditures over the next twelve months are anticipated to be approximately $3,105,000, the majority of which is due to the acquisition of our Vancouver Property.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31st , 2008 we had cash on hand of $18,541. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We are currently under operations for our Solidaridad Property.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this quarterly report on Form 10-QSB have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at May 31st, 2008 and for all periods presented in the attached financial statements, have been included. Interim results for the six month period ended May 31st , 2008 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

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