UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
---------- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---------- OF 1934
For the transition period from __________ to ________
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Commission File Number: 0-26760
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North American Resorts, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1286065
------------------------------ ----------------------------
(State of incorporation) (IRS Employer ID Number)
15945 Quality Trail North, Scandia, MN 55073
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(Address of principal executive offices)
(612) 433-3522
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(Issuer's telephone number)
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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 NO X
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: June 12, 2000: 9,756,300
------------------------
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
<PAGE>
North American Resorts, Inc.
Form 10-QSB for the Quarter ended June 30, 2000
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 11
Part II - Other Information
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 13
2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
--------------------------
Board of Directors and Shareholders
North American Resorts, Inc.
We have reviewed the accompanying balance sheets of North American Resorts, Inc.
(a Colorado corporation) as of June 30, 2000 and 1999 and the accompanying
statements of operations and comprehensive income for the six and three months
ended June 30, 2000 and 1999 and statements of cash flows for the six months
ended June 30, 2000 and 1999. These financial statements are prepared in
accordance with the instructions for Form 10-QSB, as issued by the U. S.
Securities and Exchange Commission, and are the sole responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression on an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
July 12, 2000
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
3
<PAGE>
<TABLE>
<CAPTION>
North American Resorts, Inc.
Balance Sheets
June 30, 2000 and 1999
(Unaudited)
June 30, June 30,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
------
Current Assets
Cash on hand and in bank $ -- $ --
----------- -----------
Total current assets -- --
----------- -----------
Other Assets
Organization costs, net of accumulated amortization
of $11,330 and $9,630, respectively 1,700 1,700
----------- -----------
Total other assets 1,700 1,700
----------- -----------
Total Assets $ 1,700 $ 1,700
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
----------- -----------
Total current liabilities -- --
----------- -----------
Commitments and Contingencies
Shareholders' Equity
Preferred stock - No par value
50,000,000 shares authorized; -0- and 482,815
shares issued and outstanding, respectively -- 1,741,583
Common stock - $0.001 par value
300,000,000 shares authorized; 9,706,300 and
103,815 issued and outstanding, respectively 9,706 104
Additional paid-in capital 6,014,757 3,453,427
Deficit accumulated during the development stage (5,927,463) (5,193,414)
----------- -----------
100,000 --
Stock subscription receivable (100,000) --
----------- -----------
Total shareholders' equity -- 1,700
----------- -----------
Total Liabilities and Shareholders' Equity $ -- $ 1,700
=========== ===========
</TABLE>
See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
North American Resorts, Inc.
Statements of Operations and Comprehensive Income
Six and Three months ended June 30, 2000 and 1999
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Expenses
Professional fees 13,600 -- -- --
Restructuring and
reorganization costs 75,000 -- 75,000 --
Amortization of organization costs 567 1,133 -- 567
Compensation expense for issuances
of common stock at less than
"fair value" 643,750 -- 643,750 --
----------- ----------- ----------- -----------
Total expenses 732,917 1,133 718,750 567
----------- ----------- ----------- -----------
Loss from continuing operations
before income taxes (732,917) (1,133) (718,750) (567)
Provision for income taxes -- -- -- --
----------- ----------- ----------- -----------
Net Loss (732,917) (1,133) (718,750) (567)
Other comprehensive income -- -- -- --
----------- ----------- ----------- -----------
Comprehensive Loss $ (732,917) $ (1,133) $ (718,750) $ (567)
=========== =========== =========== ===========
Loss per weighted-average
share of common stock
outstanding, calculated
on Net Loss $ (0.41) nil $ (0.21) nil
=========== =========== =========== ===========
Weighted-average number of shares
of common stock outstanding 1,776,625 103,815 3,448,058 103,815
=========== =========== =========== ===========
</TABLE>
See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
North American Resorts, Inc.
Statements of Cash Flows
Six months ended June 30, 2000 and 1999
(Unaudited)
Six months Six months
ended ended
June 30, June 30,
2000 1999
--------- ---------
Cash Flows from Operating Activities
Net loss $(732,917) $ (1,133)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 567 1,133
Compensation expense for issuances of
common stock at less than "fair value" 643,750 --
Common stock issued for consulting expenses 13,600 --
--------- ---------
Net cash used in operating activities (75,000) --
--------- ---------
Cash Flows from Investing Activities -- --
--------- ---------
Cash Flows from Financing Activities
Proceeds from sale of common stock 75,000 --
--------- ---------
Net cash provided by financing activities 75,000 --
--------- ---------
Increase (Decrease) in Cash -- --
Cash at beginning of period -- --
--------- ---------
Cash at end of period $ -- $ --
========= =========
Supplemental disclosure of interest
and income taxes paid
Interest paid for the period $ -- $ --
========= =========
Income taxes for the period $ -- $ --
========= =========
See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
North American Resorts, Inc.
Notes to Financial Statements
Note 1 - Organization and Description of Business
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate name to Solomon Trading Company, Limited in July
1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December
1994 and North American Resorts, Inc. in March 1995, respectively.
From 1995 through 1998, the Company was in the business of selling vacations in
Florida and the sale of time share memberships to the Ocean Landings and Cypress
Island Preserve facilities in Florida which were then controlled by the Company
and the operation of Cypress Island Preserve as a tourist destination. During
the fourth quarter of 1998, the Company liquidated its holdings in these
ventures and discontinued all operations.
With the disposition of all operations, the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.
2. Income taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At June 30, 2000 and 1999, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material to the financial
statements, are entirely the result of temporary differences. Temporary
differences represent differences in the recognition of assets and
liabilities for tax and financial reporting purposes, primarily accumulated
depreciation and amortization, allowance for doubtful accounts and vacation
accruals.
Due to the provisions of Internal Revenue Code Section 338, the Company
will have no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods as a result of
changes in control in both 2000 and 1999, respectively, involving 50
percentage points or more of the issued and outstanding securities of the
Company.
7
<PAGE>
North American Resorts, Inc.
Notes to Financial Statements - Continued
Note 2 - Summary of Significant Accounting Policies - Continued
3. Earnings (loss) per share
-------------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of June 30, 2000 and 1999, the Company has
no outstanding warrants and 50,000 options issued and outstanding. The
Company's outstanding stock options are considered to be anti-dilutive due
to the Company's net operating loss position at June 30, 2000.
Note 3 - Preferred Stock
As of December 31, 1999, the Company had 482,815 shares of preferred stock
issued and outstanding. For a two (2) year period from the initial issue date of
the preferred stock, these shares were convertible into common shares at the
rate of 10 common shares for each share of preferred. Thereafter, the shares
were convertible at a rate of one (1) share of common for each share of
preferred outstanding.
On March 21, 2000, subsequent to the second anniversary date of the last
issuance of preferred stock, the Company converted 100.0% of the issued and
outstanding preferred stock into 482,815 pre-reverse split shares (485
post-reverse split shares, as rounded for fractions) of restricted, unregistered
common stock.
Note 4 - Common Stock Transactions
In April 1998 and April 2000, respectively, the Company amended its Articles of
Incorporation to allow for the issuance of up to 150,000,000 and 300,000,0000
shares of $0.001 par value common stock. Further, on May 30, 2000, the Company's
Board of Directors effected a one (1) for 1,000 reverse split of the issued and
outstanding shares of the Company's common stock, which was approved at the
Company's Annual Meeting of Shareholders on March 20, 2000. The effect of these
amendments and the reverse stock split are reflected in the accompanying
financial statements as of the first day of the first period presented.
On February 1, 2000, the Company, in an effort to seek and obtain a suitable
merger or acquisition agreement with an on- going privately owned business,
issued 2,000,000 pre-reverse split shares (2,000 post-reverse split shares) of
unregistered, restricted common stock into the escrow account of the Company's
corporate attorney. The attorney is responsible for securing the Company's books
and records, validating the Company's corporate status, procuring the services
of a qualified independent certified accounting firm to audit the Company's
financial statements, facilitate the filing of all delinquent reports with the
US Securities and Exchange Commission and evaluate potential private companies
for either merger or acquisition. The Company's common stock had an estimated
average quoted market price of approximately $0.0136 per share on the date of
the issuance of these shares. Due to the restricted nature of the shares issued
into escrow, the Stock Subscription Agreement was valued at approximately
$0.0068 per share, or approximately $13,600 in total, as the "fair value" of
this transaction.
8
<PAGE>
North American Resorts, Inc.
Notes to Financial Statements - Continued
Note 4 - Common Stock Transactions - Continued
On May 30, 2000, the Company entered into a Stock Acquisition Agreement with an
unrelated individual and/or entity controlled by the individual for the purchase
of 9,500,000 post-reverse split shares of restricted, unregistered common stock
for total proceeds of $75,000. At the date of this transaction, the "fair value"
of the common stock issued was approximately $118,750, based on the discounted
quoted closing price of the Company's common stock. The difference of
approximately $43,750 was charged to operations as compensation expense for
issuances of common stock at less than "fair value".
Note 5 - Stock Options
On June 30, 2000, the Company filed a Form S-8 Registration Statement under The
Securities Act of 1933 with the U. S. Securities and Exchange Commission to
register 700,000 post-reverse split shares of common stock pursuant to the
Company's 2000 Nonqualifying Stock Option Plan (2000 NQPlan). As stated in the
2000 NQPlan document, "This [2000 NQPlan is] for persons employed or associated
with the Company, including without limitation any employee, director, general
partner, officer, attorney, accountant, consultant or advisor, is intended to
advance the best interests of the Company by providing additional incentive to
those persons who have a substantial responsibility for its management, affairs,
and growth by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company." The determination of those eligible to receive options under the 2000
NQPlan, and the amount, price, type and timing of each Stock Option and the
terms and conditions shall rest at the sole discretion of the Company's Board of
Directors, subject to the provisions of the 2000 NQPlan.
On June 30, 2000, the Company filed a Form S-8 Registration Statement under The
Securities Act of 1933 with the U. S. Securities and Exchange Commission to
register 800,000 post-reverse split shares of common stock pursuant to the
Company's 2000 Qualifying Stock Option Plan (2000 QPlan). As stated in the 2000
QPlan document, "This [2000 QPlan] is intended to provide the key employees of
the Company an incentive through stock ownership in the Company and encourage
them to remain in the Company's employ." Any options granted under the 2000
QPlan must be granted within ten (10) years of the adoption date of the QPlan.
The option price may be determined by the administrating committee and shall not
be less than the greater of the (i) par value of the Company's Common Stock or
(ii) the fair market value of the Company's Stock on the date that the option is
granted. All granted options shall be of a term selected by the administrating
committee, but in no event be for a term of longer than ten (10) years from the
grant date.
On June 30, 2000, the Company granted options to purchase 150,000 shares of the
Company's common stock at an exercise price of $1.00 per share under the 2000
NQPlan to an individual providing acquisition and merger consulting services.
The individual immediately exercised 100,000 of these options and the remaining
50,000 options on July 6, 2000. As of June 30, 2000, the $100,000 in proceeds to
be received as a result of the initial exercise is reflected in the accompanying
financial statements as a "stock subscription receivable". The quoted market
price of the Company's stock at the date of each respective exercise was
approximately $7.00. The $600,000 difference between the exercise price and the
market price of the Company's stock on June 30, 2000 was charged to operations
as compensation expense for issuances of common stock at less than "fair value".
The Company will experience a similar $300,000 charge to operations on July 6,
2000 to reflect the exercise of the 50,000 options.
9
<PAGE>
North American Resorts, Inc.
Notes to Financial Statements - Continued
Note 5 - Stock Options - Continued
The following table summarizes all options granted through June 30, 2000:
Options Options Options Options Exercise price
granted exercised terminated outstanding per share
----------- ----------- ----------- ----------- -----------
150,000 100,000 - 50,000 $1.00
=========== =========== =========== =========== ===========
The weighted average exercise price of all issued and outstanding options at
June 30, 2000 was approximately $1.00.
Note 6 - Commitments
The Company has executed a management agreement with an entity owned and
controlled by the Company's President at the amount of $50,000 (US Dollars),
plus reasonable expenses, per month, effective July 1, 2000. This amount
represents a management fee payable for the management of the company's affairs
including: acquisition of projects, administration (i.e. bookkeeping,
photocopying, faxing, office space, telephone charges, supplies, news
dissemination) and other related operational services.
10
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward- looking statements. Such statements reflect the current view
of the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) General comments
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate name to Solomon Trading Company, Limited in July
1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December
1994 and North American Resorts, Inc. in March 1995, respectively.
From 1995 through 1998, the Company was in the business of selling vacations in
Florida and the sale of time share memberships to the Ocean Landings and Cypress
Island Preserve facilities in Florida which were controlled by the Company and
the operation of Cypress Island Preserve as a tourist destination. During the
fourth quarter of 1998, the Company liquidated its holdings in these ventures
and discontinued all operations.
With the disposition of all operations, the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
(3) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities. Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. The Company is
currently actively seeking a suitable merger or acquisition candidate.
As of July 6, 2000, the Company anticipates receiving an aggregate $150,000 in
cash from the exercise of granted nonqualifying stock options. While this sum is
anticipated to meet the immediate liquidity needs of the Company, management
recognizes that additional funds through additional private sales of Company
stock, capital contributions from existing significant shareholders and/or loans
from existing significant shareholders will be required. However, there can be
no assurance that the Company will be able to obtain additional funds to support
the Company's liquidity requirements or, that such funding, if available, will
be obtained on terms favorable to or affordable by the Company.
Further, the Company executed a management agreement with Cyclone Financing
Group, Inc. of 2nd Floor, 827 West Pender Street, Vancouver, British Columbia,
Canada V6C 3G8, an entity owned and controlled by the Company's President, at
the amount of $50,000 (US Dollars), plus reasonable expenses, per month,
effective July 5, 2000. This amount represents a management fee payable for the
management of the company's affairs including: acquisition of projects,
administration (i.e. bookkeeping, photocopying, faxing, office space, telephone
charges, supplies, news dissemination) and other related operational services.
11
<PAGE>
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
On May 30, 2000, the Company's Board of Directors effected a one (1) for
1,000 reverse split of the issued and outstanding shares of the Company's
common stock, which was approved at the Company's Annual Meeting of
Shareholders on March 20, 2000. The effect of these amendments and the
reverse stock split are reflected in the accompanying financial
statements as of the first day of the first period presented.
On May 30, 2000, the Company entered into a Stock Acquisition Agreement
with an unrelated individual and/or entity controlled by the individual
for the purchase of 9,500,000 post-reverse split shares of restricted,
unregistered common stock for total proceeds of $75,000. At the date of
this transaction, the "fair value" of the common stock issued was
approximately $118,750, based on the discounted quoted closing price of
the Company's common stock. The difference of approximately $43,750 was
charged to operations as compensation expense for issuances of common
stock at less than "fair value".
On June 30, 2000, the Company filed a Form S-8 Registration Statement
under The Securities Act of 1933 with the U. S. Securities and Exchange
Commission to register 700,000 post-reverse split shares of common stock
pursuant to the Company's 2000 Nonqualifying Stock Option Plan (2000
NQPlan). As stated in the 2000 NQPlan document, "This [2000 NQPlan is]
for persons employed or associated with the Company, including without
limitation any employee, director, general partner, officer, attorney,
accountant, consultant or advisor, is intended to advance the best
interests of the Company by providing additional incentive to those
persons who have a substantial responsibility for its management,
affairs, and growth by increasing their proprietary interest in the
success of the Company, thereby encouraging them to maintain their
relationships with the Company." The determination of those eligible to
receive options under the 2000 NQPlan, and the amount, price, type and
timing of each Stock Option and the terms and conditions shall rest at
the sole discretion of the Company's Board of Directors, subject to the
provisions of the 2000 NQPlan.
On June 30, 2000, the Company filed a Form S-8 Registration Statement
under The Securities Act of 1933 with the U. S. Securities and Exchange
Commission to register 800,000 post-reverse split shares of common stock
pursuant to the Company's 2000 Qualifying Stock Option Plan (2000 QPlan).
As stated in the 2000 QPlan document, "This [2000 QPlan] is intended to
provide the key employees of the Company an incentive through stock
ownership in the Company and encourage them to remain in the Company's
employ." Any options granted under the 2000 QPlan must be granted within
ten (10) years of the adoption date of the QPlan. The option price may be
determined by the administrating committee and shall not be less than the
greater of the (i) par value of the Company's Common Stock or (ii) the
fair market value of the Company's Stock on the date that the option is
granted. All granted options shall be of a term selected by the
administrating committee, but in no event be for a term of longer than
ten (10) years from the grant date.
On June 30, 2000, the Company granted options to purchase 150,000 shares
of the Company's common stock at an exercise price of $1.00 per share
under the 2000 NQPlan to an individual providing acquisition and merger
consulting services. The individual immediately exercised 100,000 of
these options and the remaining 50,000 options on July 6, 2000. As of
June 30, 2000, the $100,000 in proceeds to be received as a result of the
initial exercise is reflected in the accompanying financial statements as
a "stock subscription receivable". The quoted market price of the
Company's stock at the date of each respective exercise was approximately
$7.00. The $600,000 difference between the exercise price and the market
price of the Company's stock on June 30, 2000 was charged to operations
as compensation expense for issuances of common stock at less than "fair
value". The Company will experience a similar $300,000 charge to
operations on July 6, 2000 to reflect the exercise of the 50,000 options.
12
<PAGE>
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
--------------------------------------------------------------------------------
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
North American Resorts, Inc.
July 12 , 2000 /s/ Benjamin E. Traub
-------- -----------------------------------
Benjamin E. Traub
President and Director
July 12 , 2000 /s/ Ellen Luthy
-------- -----------------------------------
Ellen Luthy
Chief Financial Officer,
Secretary-Treasurer and Director
13