<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
--------------- --------------
Commission File No. 0-26760
NORTH AMERICAN RESORTS, INC.
- -------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Colorado 84-1286065
- ----------------------------------------- ------------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803
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(Address of Principal Executive Offices) (Zip Code)
(941) 688-4666
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(Issuer's Telephone Number, Including Area Code)
315 East Robinson Street, Suite 190, Orlando, Florida 32801
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(Former name, former address and former fiscal year, if changed since last
year.)
Check whether the issuer: (1 filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of November 15, 1996,
the Company had 73,783,467 shares of Common Stock outstanding, no par value.
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10-QSB Report for Period Ended September 30, 1996 Page 1 of 11
<PAGE> 2
NORTH AMERICAN RESORTS, INC.
BALANCE SHEET
UNAUDITED
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS: SEPTEMBER 30,
1996
-------------
<S> <C>
Cash $ 50,539
Marketable securities 354,865
Notes receivable (current portion) 113,446
Barter receivables 156,283
Promotional artprints inventory 1,000,000
----------
Total current assets 1,675,133
----------
PROPERTY AND EQUIPMENT (less accumulated depreciation of $17,317) 103,140
----------
INVESTMENTS AND OTHER ASSETS:
Notes receivable (less current portion) 156,450
Investment in joint venture 291,900
Investment in artwork 162,900
Prepaid advertising 500,000
Other assets 103,239
----------
Total other assets 1,214,489
----------
TOTAL ASSETS $2,992,762
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 18,390
Accounts payable 156,446
Amounts due to affiliates 153,575
Other current liabilities 390,624
----------
Total current liabilities 719,035
----------
LONG-TERM DEBT:
Long-term debt 1,138
Deferred memberships 349,959
----------
Total long-term debt 351,097
----------
TOTAL LIABILITIES 1,070,132
----------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 50,000,000 authorized; 1,108,865
shares issued and outstanding 2,940,173
Common stock, no par value; 100,000,000 shares
authorized; 70,783,467 shares issued and outstanding 3,744,493
Accumulated deficit (2,574,927)
----------
Less: 4,109,739
Unearned compensation (2,187,109)
----------
TOTAL STOCKHOLDERS' EQUITY 1,922,630
----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,992,762
==========
</TABLE>
See notes to financial statements.
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10-QSB Report for Period Ended September 30, 1996 Page 2 of 11
<PAGE> 3
NORTH AMERICAN RESORTS, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
9/30/96 9/30/95 9/30/96 9/30/95
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
General and administration 70,704 352,624 272,378 505,156
----------- --------- ----------- ---------
OPERATING LOSS (70,704) (352,624) (272,378) (505,156)
OTHER INCOME (EXPENSES):
Interest expense (608)
Gain on sale of securities 189,406 839,095 69,597
Other-net (3,771) 173 (2,130) 271
----------- --------- ----------- ---------
NET LOSS BEFORE TAXES $ 114,931 $(352,451) $ 563,979 $(435,288)
=========== ========= =========== =========
NET LOSS PER SHARE $ 0.002 $ (0.596) $ 0.028 $ (0.842)
=========== ========= =========== =========
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 52,906,134 590,945 20,117,134 516,871
=========== ========= =========== =========
</TABLE>
See notes to financial statements.
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10-QSB Report for Period Ended September 30, 1996 Page 3 of 11
<PAGE> 4
NORTH AMERICAN RESORTS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
UNAUDITED
<TABLE>
<CAPTION>
Common Stock
------------------------
Preferred Accumulated Unearned
Shares $ Stock Deficit Compensation
------------------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995 6,397,034 $2,826,269 $ 0 $(3,138,906) $ 0
Adjustment to reflect
reverse purchase
acquisition accounting
of American Clinical
Labs, Inc. 64,386,433 918,224 2,940,173 (2,187,109)
Net loss 563,979
---------- ---------- ---------- ----------- -----------
Balance, September 30,
1996 70,783,467 $3,744,493 $2,940,173 $(2,574,927) $(2,187,109)
========== ========== ========== =========== ===========
</TABLE>
See notes to financial statements.
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10-QSB Report for Period Ended September 30, 1996 Page 4 of 11
<PAGE> 5
NORTH AMERICAN RESORTS, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------
9/30/96 9/30/95
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 563,979 $(286,562)
Adjustments to reconcile net income to net cash:
Depreciation 1,890
Increase in current assets (5,000)
Increase (decrease) in accounts payable (51,535) 29,807
Increase in other current liabilities 61,613 155,502
--------- ---------
Net cash used in operating activities 569,057 (99,363)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Note receivable (132,688) (19,134)
Proceeds from sale of marketable securities (287,247)
--------- ---------
Net cash used in investing activities (419,935) (19,134)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable
Repayment of notes payable (100,000) 100,543
--------- ---------
Net cash provided by financing activities (100,000) 100,543
--------- ---------
NET INCREASE IN CASH 49,122 (17,954)
CASH, BEGINNING OF PERIOD 1,417 18,116
--------- ---------
CASH, END OF PERIOD $ 50,539 $ 162
========= =========
</TABLE>
See notes to financial statements.
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10-QSB Report for Period Ended September 30, 1996 Page 5 of 11
<PAGE> 6
NORTH AMERICAN RESORTS, INC.
NOTES TO FINANCIAL STATEMENTS
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NOTE A - GENERAL
The financial statements of North American Resorts, Inc. ("North American") as
of September 30, 1996 and for the three and nine months ended September 30,
1996 and 1995 are unaudited and, in the opinion of the Company, reflect all
adjustments necessary for a fair presentation of such data and have been
prepared on a basis consistent with the December 31, 1995 Audited Financial
Statements. All such adjustments made were of a normal recurring nature. The
Company's significant accounting policies are described in the notes to the
December 31, 1995 Audited Financial Statements and there have been no material
changes in significant accounting policies from those described therein.
NOTE B - SIGNIFICANT TRANSACTIONS
Sale of USA Tourist Service, Inc.
On September 2, 1996, North American sold 100% of the stock of its subsidiary,
U.S.A. Tourist Services, Inc. ("USA") to an unrelated party for nominal
consideration. As of August 31, 1996, the liabilities of USA, $586,000 exceeded
its assets, $143,000, by $443,000.
Acquisition of American Clinical Labs, Inc.
On September 3, 1996, North American entered into an agreement to acquire
substantially all the assets of American Clinical Labs, Inc. ("American
Clinical") in exchange for that number of shares of North American equivalent to
51% of the issued and outstanding common stock of North American (the "North
American Shares"). North American intends to file a registration statement with
the Securities and Exchange Commission (the "Registration Statement") to
register the North American Shares owned by American Clinical. Upon the
Registration Statement being declared effective, American Clinical will
distribute the North American Shares to its shareholders. This transaction
closed on October 2, 1996 (the "Closing") with North American issuing 41,000,000
shares of its Common Stock to American Clinical.
The American Clinical's assets that were transferred to North American at the
Closing consist of the following securities issued by EVRO Corporation ("EVRO"):
130,018 shares of EVRO's common stock; 3,500 shares of EVRO's Series E Preferred
Stock; 13.44844 shares of EVRO's Series L Preferred Stock; and promissory notes
in the original principal amounts of approximately $202,000. North American
assumed the debts, liabilities and obligations of American Clinical of
approximately $283,400.
The executive officers of North American, after the effective date of the
reorganization agreement are: Max P. Cawal, Chief Executive Officer; Donald R.
Mastropietro, President and Chief Financial Officer; Richard Diamond, Vice
President; and Anthony Arrigoni, Vice President. The directors of North
American, after the effective date of the reorganization agreement are: Anthony
Arrigoni, Max P. Cawal and Richard J. Diamond.
NOTE C - ACCOUNTING FOR ACQUISITION OF AMERICAN CLINICAL LABS, INC.
For financial reporting purposes, the acquisition of America Clinical was
accounted for as a reverse purchase acquisition under which the companies were
recapitalized to include the historical financial information of American
Clinical. The carrying value of the Company's assets immediately prior to the
acquisition of American Clinical reflect their approximated fair market value.
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10-QSB Report for Period Ended September 30, 1996 Page 6 of 11
<PAGE> 7
The Condensed Proforma Combined Statements of Operations shown below for the
nine month periods ended September 30, 1996 and 1995 have been prepared as if
the Company had been acquired as of the beginning of each of the respective
years. The proforma weighted average number of shares used to compute the
proforma loss per share was based on the actual number of the Company's shares
outstanding.
Condensed Proforma Combined Statement of Operations
<TABLE>
<CAPTION>
For the nine months ended
September 30
-------------------------
1996 1995
----------------
<S> <C> <C>
Revenue $ 457,000 $ 920,000
Cost of revenues 99,000 354,000
--------- -----------
Gross margin 358,000 566,000
Operating expenses 2,006,000 680,000
---------- -----------
Operating loss (1,645,000) (114,000)
Other income (expenses) 1,293,000 (960,000)
---------- -----------
Net loss $ (355,000) $(1,074,000)
========== ===========
Loss per share $ (0.005) $ (1.817)
========== ===========
Average number of common shares
outstanding 70,783,467 590,945
========== ===========
NOTE D - LONG TERM DEBT
Long term debt consists of the following:
Note payable to an individual at 13.8% per
annum interest, payable in monthly
installments of $1,150 including interest,
having property as collateral. $ 19,528
Less current portion (18,390)
--------
$ 1,138
========
</TABLE>
NOTE E - COMMON AND PREFERRED STOCK
Common Stock - The Company has authorized 100,000,000 shares of common stock at
no par value. As of September 30, 1996, 70,783,467 shares were issued and
outstanding. During the nine months ended September 30, 1996, the Company's
Board of Directors approved the issuance of approximately 69,000,000 shares.
These shares included 41,000,000 shares issued as a part of a private placement
issued to American Clinical, North American's control shareholder,
approximately 15,000,000 shares issued as payment for services rendered,
5,000,000 shares issued as purchase price for one-half interest in a joint
venture, and 8,024,500 shares issued for the conversion of preferred stock.
Preferred Stock - The Company has authorized 50,000,000 shares of preferred
stock at no par value. Without the approval of the stockholders, the Company's
Board of Directors has the power to designate and issue classes of preferred
stock and determined the rights and preferences of each class of preferred
stock. The rights and preferences of the preferred stock so determined may
adversely affect the voting power and dividends of the common stock. The
preferred stock is convertible into shares of the Company's common stock on a
basis that each preferred share
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10-QSB Report for Period Ended September 30, 1996 Page 7 of 11
<PAGE> 8
converts into ten common shares. As of September 30, 1996, 1,108,865 preferred
shares were issued and outstanding. During the nine month period ended September
30, 1996, the Company's Board of Directors approved the issuances of
approximately 962,000 preferred shares, and also authorized the conversion of
802,450 preferred shares.
NOTE F - FORMATION OF NORTH AMERICAN RESORTS TRAVEL, INC.
On August 27, 1996, the Company and a minority investor formed North American
Resorts Travel, Inc. as an 80% owned subsidiary of the Company. North American
Resorts Travel, Inc. will operate in the travel related industry.
NOTE G - MATERIAL TRANSACTIONS WITH RELATED PARTIES
On August 6, 1996, North American entered into a consulting agreement with Max
P. Cawal ("Consultant"), whereby the Consultant would provide financial
consulting services and would be compensated by the issuance of 1,000,000
shares of the common stock of the Company and 30,000 shares of preferred stock
of the Company, all of which were issued to the Consultant pursuant to the 1996
Consultant Stock Grant Plan, and registered as a part of the Company's Form S-8
filing dated August 8, 1996.
NOTE H - SUBSEQUENT EVENTS
Sale of Assets - Artprints
On October 29, 1996 the Company entered into an agreement to sell assets with a
value of $1,000,000 to Channel America Broadcasting, Inc. ("Channel America")
for $1,000,000 worth of Channel America's Series C Preferred Stock. The assets
consisted of appraised artprints used by the Company as promotional incentives
in its sales programs. Channel America issued the Company 50,000 shares of its
Series C Preferred Stock as payment. The Series C Preferred Stock converts into
shares of Channel America's restricted common stock upon redemption. The
Company also received "piggy-back" registration rights for the shares issued,
as well as demand registration rights which are effective one year after date
of issuance. Max P. Cawal, a director of the Company, is also a director of
Channel America, however, Mr. Cawal abstained from the vote by the Company's
Board of Directors approving the transaction between the Company and Channel
America.
Letter of Intent - Financing
North American has received a Letter of Intent from a Pennsylvania based lender
for up to $5,500,000 in additional financing for the Company's marketing of
timeshare vacation club memberships. The lender has agreed, pending final due
diligence, to lend the Company up to $500,000 in connection with the Company's
development plan, which includes the purchase of timeshare units at a popular
destination resort in Cocoa Beach, Florida. The loans will be secured by first
mortgages on any acquired properties or timeshare units. The lender has also
agreed, pending final due diligence, to purchase up to $5,000,000 in new
promissory notes generated from the Company's sales program.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL OVERVIEW
The current focus of the Company is the sales and marketing of its vacation
club memberships/timeshare which began in mid 1995. A member is entitled to
an annual pass to
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10-QSB Report for Period Ended September 30, 1996 Page 8 of 11
<PAGE> 9
Cypress Island animal preserve, a tourist attraction located near Orlando,
Florida, a vacation week at Ocean Landings Resort in Cocoa Beach, Florida, and a
week available to be traded for a weeks vacation at another resort chosen from
the inventory of weeks available through timeshare exchange programs which are
clearing houses for timeshares to which each member desiring to trade must pay a
charge of approximately $100.00 for each trade. As previously reported, the
primary thrust of the business of the Company was golf vacations, however at
present, the Company intends to focus on both vacation club memberships and
timeshare sales while holding golf vacations in abeyance.
The Company also previously reported that it held an option to purchase 204
vacation weeks from Ocean Landings in Cocoa Beach, Florida by June, 1996. The
Company did not exercise the option, however, the Company intends to acquire
additional vacation weeks as needed at a future date, and has remained in
communication with Ocean Landings for that purpose.
RESULTS OF OPERATIONS
The Company's net income changed from a $350,000 loss during the three month
period ended September 30, 1995 to a $115,000 income for the same period in
1996. Such changes are primarily attributed to significant reductions in
general and administrative expenses totaling approximately $282,000 and the
sale of securities producing a gain of approximately $189,000. For the nine
months ended September 30, 1996, net income changed from a net loss of $435,000
in 1995 to a net income of $564,000 in 1996. This change is primarily due to
similar factors as described above. General and administrative expenses were
reduced by approximately $233,000 while the sale of marketable securities
produced a gain of approximately $769,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary business, marketing vacation club memberships, is not
currently generating sufficient positive cash flow from ongoing operations and
will not for the remainder of 1996 and the first quarter of 1997. Management
of the Company anticipates meeting cash requirements necessary to sustain
operations with funds generated from the financing of the Company's membership
notes receivable and the sale of marketable securities, while it continues its
efforts to attract investors and financial partners for its continuing
operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material legal action.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
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10-QSB Report for Period Ended September 30, 1996 Page 9 of 11
<PAGE> 10
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
Sale of Assets - Artprints
On October 29, 1996 the Company entered into an agreement to sell assets with a
value of $1,000,000 to Channel America Broadcasting, Inc. ("Channel America")
for $1,000,000 worth of Channel America's Series C Preferred Stock. The assets
consisted of appraised artprints used by the Company as promotional incentives
in its sales programs. Channel America issued the Company 50,000 shares of its
Series C Preferred Stock as payment. The Series C Preferred Stock converts into
shares of Channel America's restricted common stock upon redemption. The
Company also received "piggy-back" registration rights for the shares issued.
Letter of Intent - Financing
North American has received a Letter of Intent from a Pennsylvania based lender
for up to $5,500,000 in additional financing for the Company's marketing of
timeshare vacation club memberships. The lender has agreed, pending final due
diligence, to lend the Company up to $500,000 in connection with the Company's
development plan, which includes the purchase of timeshare units at a popular
destination resort in Cocoa Beach, Florida. The loans will be secured by first
mortgages on any acquired properties or timeshare units. The lender has also
agreed, pending final due diligence, to purchase up to $5,000,000 in new
promissory notes generated from the Company's sales program.
ITEM 6. EXHIBITS, REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION OF DOCUMENT
<S> <C>
10.01 Asset Purchase Agreement by and between North American Resorts, Inc.
and American Clinical Labs, Inc. dated September 3, 1996.(1)
10.02 Asset Exchange Agreement by and between North American Resorts, Inc.
and Channel America Broadcasting, Inc. dated October 29, 1996. (2)
27 Financial Data Schedule (for SEC use only).
(B) REPORTS ON FORM 8-K
</TABLE>
A report on Form 8-K was filed reporting the acquisition of the assets of
American Clinical Labs, Inc. occurring on September 2, 1996.
A report on Form 8-K was filed reporting the sale of assets to Channel
America Broadcasting, Inc. occurring on October 29, 1996.
- ----------------------
(1) Filed as an Exhibit to Report on Form 8-K for event occurring
September 2, 1996.
(2) Filed as an Exhibit to Report on Form 8-K for event occurring October
29, 1996.
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10-QSB Report for Period Ended September 30, 1996 Page 10 of 11
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this 10-QSB report to be signed on its behalf by the undersigned thereunto duly
authorized.
NORTH AMERICAN RESORTS, INC.
-------------------------------
(Registrant)
November 19, 1996 /s/ Max P. Cawal
Date ------------------------- -------------------------------
Max P. Cawal
Chairman & CEO
Date November 19, 1996 /s/ Donald R. Mastropietro
-------------------------- -----------------------------
Donald R. Mastropietro
President & CFO
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10-QSB Report for Period Ended September 30, 1996 Page 11 of 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENT OF
OPERATIONS AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-QSB FOR QUARTER ENDED 9/30/96.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 50,539
<SECURITIES> 354,865
<RECEIVABLES> 269,729
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,675,133
<PP&E> 120,457
<DEPRECIATION> 17,317
<TOTAL-ASSETS> 2,992,762
<CURRENT-LIABILITIES> 719,035
<BONDS> 0
0
2,940,173
<COMMON> 3,744,493
<OTHER-SE> (4,762,036)
<TOTAL-LIABILITY-AND-EQUITY> 2,992,762
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 70,704
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 608
<INCOME-PRETAX> 563,979
<INCOME-TAX> 0
<INCOME-CONTINUING> 563,979
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 563,979
<EPS-PRIMARY> 0.028
<EPS-DILUTED> 0.028
</TABLE>
