To the Shareholders of North American Resort & Golf, Inc.
On April 28, 2000 the Company acquired all of the issued and outstanding
shares of Home Finders Realty Ltd and Most Referred Real Estate Agents, Inc.
(collectively doing business as Home Finders Realty) in exchange for (i)
4,500,000 shares of the Company's Series A Preferred stock and (ii) preferred
shares in a wholly owned subsidiary of the Company which was formed for the sole
purpose of facilitating the acquisition of Home Finders Realty. Each share of
the Company's Series A Preferred stock is entitled to one vote on all matters
submitted to a vote of the Company's shareholders. The Series A Preferred shares
are not entitled to any dividends or any distributions upon the liquidation of
the Company.
The preferred shares of the Company and the Company's subsidiary may be
exchanged for 4,500,000 shares of the Company's common stock.
Home Finders Realty has a service which allows real estate professionals
and the general public to quickly and efficiently find quality customer service
oriented Realtors in North American cities within a few minutes. This service is
available through AMRR.COM or CMRR.COM websites, or by phoning a 1-800-414-5655
hotline. Mortgage brokers, home inspectors, appraisers, title companies and
attorneys can also be located with the same service.
As of May 10, 2000 Home Finders Realty employed twenty people on a
full-time basis.
Summary financial information concerning Home Finders Realty follows:
December 31, 1999
Current Assets $16,940
Total Assets 157,677
Current liabilities 87,028
Total liabilities 257,945
Working Capital (Deficit) (70,088)
Stockholders' (Deficit) (100,268)
Year ended December 31, 1999
Revenues $775,013
Cost of sales (299,501)
General and administrative expenses (514,205)
---------
Net Loss $(38,693)
=========
Home Finders Realty was acquired from William Coughlin and Carole
Coughlin. The following table lists the shares issued in connection with the
acquisition of Home Finders Realty and the shares of the Company's common stock
which Mr. Coughlin and Ms. Coughlin are entitled to receive.
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Shares of Company's
Series A Preferred Shares Common Stock Issuable
Preferred Shares of Subsidiary Upon Exchange (1)
William Coughlin 2,250,000 2,250,000 2,250,000
Carole Coughlin 2,250,000 2,250,000 2,250,000
(1) One Series A Preferred share together with one preferred share of the
Company's subsidiary may at any time be exchanged for one share of the Company's
common stock.
Present Management
Following the acquisition of Home Finders Realty, Christine Cerisse
resigned as the Company's president but remained a director of the Company. The
Company's present officers and directors are:
Name Position
William Coughlin President and a Director
Robert Dent Director
James Sanford Director
Christine Cerisse Director
William Coughlin has been the President of Home Finders Realty since
October 1998. Between 1982 and 1998 Mr. Coughlin was a realtor with Remax Little
Oak Realty Ltd. in Abbotsford, British Columbia.
Robert L. Dent has been the President of Lariat Property Corporation, a
corporation engaged in real estate investments and management, since 1998. From
1989 to 1998 Mr. Dent was President of Targa Realty, a corporation which was
also engaged in real estate investments and management.
James Sanford was a full time corporate development consultant for Home
Finders Realty between October 1999 and May 2000. Since January 1995 Mr. Sanford
has also been the minister of Body of Christ Ministries in Abbotsford, British
Columbia.
Christine Cerisse was the President of the Company between December 1999
and April 28, 2000. Ms. Cerisse has been a director of the Company since
December 1999. For the past 19 years Ms. Cerisse has been involved in financial
planning and financial management. Ms. Cerisse is a Chartered and Registered
Financial Planner.
During the years ended December 31, 1998 and 1999 no officer of Home
Finders received compensation in excess of $100,000 per year.
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The following table sets forth in summary form the compensation received
by the Chief Executive Officer of Home Finders Realty during the fiscal years
ended December 31, 1998 and 1999.
Other Re-
Annual stricted
Compen- Stock Options
Name and Fiscal Salary Bonus sation Awards Granted
Principal Position Year (1) (2) (3) (4) (5)
- ------------------ ------ -------- -------- ------------------ ---------
William Coughlin, 1999 $43,000 -- $20,000 -- --
Chief Executive 1998 $ -- -- -- -- --
Officer
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represent dividends paid by Home Finders Realty to Mr.
Coughlin.
(4) During the year ending December 31, 1999, the value of the shares of the
common stock of Home Finders Realty issued as compensation for services.
(5) The shares of common stock to be received upon the exercise of all stock
options granted during the year ending December 31, 1999.
Principal Shareholders
Prior to the acquisition of Home Finders Realty the Company had 4,989,367
outstanding shares of common stock. If William and Carole Coughlin convert their
preferred shares into 4,500,000 shares of the Company's common stock, the
Company will have 9,489,367 outstanding shares of common stock
The following table sets forth, as of May 10, 2000 (and giving effect to
the acquisition of Home Finders Realty) information with respect to the only
persons owning beneficially 5% or more of the Company's common stock and the
number and percentage of outstanding shares owned by each director and officer
and by the officers and directors as a group. Unless otherwise indicated, each
owner has sole voting and investment powers over his or her shares of common
stock.
Shares Percentage
Name Owned Ownership (3)
---- ------ -------------
William Coughlin 2,250,000 (1) 23.7%
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Carole Coughlin 2,250,000 (1) 23.7%
Robert Dent -- --
James Sanford -- --
Christine Cerisse 2,500,000 (2) 26.3%
All officers and directors 7,000,000 73.8%
as group (four persons)
(1) Represents shares of Company's common stock issuable upon exchange of
preferred shares held by this shareholder.
(2) Ms. Cerisse acquired these shares in June 1999 from a former officer and
director of the Company.
(3) Assumes the preferred shares of the Company and the Company's subsidiary
which were issued in connection with the acquisition of Home Finders
Realty are exchanged for 4,500,000 shares of the Company's common stock.
The number of the Company's outstanding shares and the shares held by the
Company's officers, directors and those persons owning more than 5% of the
Company's common stock do not reflect shares issuable upon the exercise of
options granted to the following persons:
Shares Issuable Upon Option Expiration Date
Name Exercise of Option Exercise Price
of Option
Christine Cerisse 400,000 $0.25 12/06/01
Christine Cerisse 100,000 $1.00 03/01/01
James Sanford 100,000 $1.00 03/01/01
Robert Dent 100,000 $1.00 03/01/01
Employees of Home Finders 520,000 $0.68 04/28/03
Realty and Consultants
Recent Sales of Company's Securities
In December 1999 the Company sold 200,000 shares of its common stock to
the Sierra Group, Inc. at a price of $0.25 per share. In connection with this
sale, the Company also issued warrants which allows the Sierra Group to acquire
up to 200,000 additional shares of the Company's common stock. The warrants are
exercisable at a price of $0.50 per share prior to December 23, 2000 and $0.75
per share after December 22, 2000. The warrants expire on December 22, 2001.
In addition to the foregoing, and in connection with the private sale of
the Company's common stock, the Company issued warrants which allow the holders
to acquire up to 237,167 shares of common stock. Warrants relating to 111,500
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shares of common stock are exercisable at a price of $0.75 per share. Warrants
relating 125,667 shares of common stock are exercisable at a price of $1.00 per
share. The warrants expire in February and March 2001.
