SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 28, 2000
MARKETU INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-29067 98-0173359
------------------ ------------------ -------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
33163-2nd Avenue
Mission, British Columbia
Canada V2V 6T8
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code:
NORTH AMERICAN RESORT & GOLF
(Former name or former address if changed since last report.)
<PAGE>
Item 1. Changes in Control of Registrant
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 4,500,000
shares of the Company's Series A Preferred stock and 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.
Attached to this amended 8-K report are the financial statements listed in
Item 7.
Item 2. Acquisition or Disposition of Assets
See Item 1.
Item 5. Other Events
On June 27, 2000 the shareholders of the Company adopted a resolution
changing the Company's name to "MarketU Inc."
Item 7. Financial Statements and Exhibits
(a) and (b) The following financial statements are filed with this report:
o Financial statements of Most Referred Real Estate Agents Inc. for the year
ended December 31, 1999 (in Canadian dollars).
o Financial statements of Home Finders Realty Ltd. for the year ended
December 31, 1999 and the three months ended December 31, 1998 (in Canadian
dollars).
o Pro Forma financial statements giving effect to the acquisition by the
Company of Most Referred Real Estate Agents, Inc. and Home Finders Realty
Ltd.
(c) Exhibits
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 9, 2000
MARKETU INC.
By: /s/ William Coughlin
William Coughlin, President
<PAGE>
Financial Statements of
MOST REFERRED REAL ESTATE AGENTS INC.
Year ended December 31, 1999
(in Canadian Dollars)
<PAGE>
AUDITORS' REPORT TO THE SHAREHOLDERS
We have audited the balance sheet of Most Referred Real Estate Agents Inc. as at
December 31, 1999 and the statements of operations and deficit and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with Canadian 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 financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1999 and the
results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.
We have not audited, the balance sheet of Most Referred Real Estate Agents Inc.
as at December 31, 1998 and the statements of operations and deficit and cash
flows for the year then ended, and accordingly, we do not express an opinion on
them.
"KPMG LLP"
Chartered Accountants
Abbotsford, British Columbia
March 16, 2000
<PAGE>
MOST REFERRED REAL ESTATE AGENTS INC.
Balance Sheet
December 31, 1999, with comparative figures for 1998
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
(Unaudited)
Assets
Current asset:
Cash $ 375 $ 4,069
Due from Home Finders Realty Ltd., a related
company, without interest and terms of
repayment 16,212 11,000
--------------------------------------------------------------------------------
$ 16,587 $ 15,069
--------------------------------------------------------------------------------
Liabilities and Shareholder's Deficiency
Current liability:
Accounts payable and accrued liability $ 2,073 $ 160
Due to shareholders, without interest or fixed
terms of repayment 16,558 16,558
Shareholder's deficiency:
Share capital (Note 2) 100 100
Deficit (2,144) (1,749)
--------------------------------------------------------------------------------
(2,044) (1,649)
--------------------------------------------------------------------------------
$ 16,587 $ 15,069
--------------------------------------------------------------------------------
Approved by the Directors:
Director
------------------------------
Director
------------------------------
See accompanying notes to financial statements.
<PAGE>
MOST REFERRED REAL ESTATE AGENTS INC.
Statement of Operations and Deficit
Year ended December 31, 1999, with comparative figures for 1998
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
(Unaudited)
Revenue $ 197,485 $ 645,716
Direct costs:
Commissions - 129,388
Courier charges - 8,316
Credit card charges - 9,953
Supplies - 10,638
Telephone - 89,875
Wages and related costs - 151,439
Web-site costs - 6,386
--------------------------------------------------------------------------------
- 405,995
--------------------------------------------------------------------------------
197,485 239,721
Expenses:
Accounting and legal - 500
Advertising and promotion - 23,222
Bank charges and interest 380 2,513
Computer services - 6,246
Insurance - 893
Management fees 197,500 4,000
Memberships and dues - 2,246
Office supplies - 22,926
Office rent - 4,620
Repairs and maintenance - 9,094
Telephone - 854
Travel - 2,191
Wages and benefits - 150,232
--------------------------------------------------------------------------------
197,880 229,537
--------------------------------------------------------------------------------
Net income (loss) (395) 10,184
Deficit, beginning of year (1,749) (11,933)
--------------------------------------------------------------------------------
Deficit, end of year $ (2,144) $ (1,749)
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
<PAGE>
MOST REFERRED REAL ESTATE AGENTS INC.
Statement of Cash Flows
Year ended December 31, 1999, with comparative figures for 1998
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
(Unaudited)
Cash provided by (used in):
Operations:
Net income (loss) $ (395) $ 10,184
Item not involving cash:
Management fees 197,500 -
Changes in non-cash operating working
capital 1,913 (31,472)
--------------------------------------------------------------------------------
199,018 (21,288)
Financing:
Advances to shareholders - (3,159)
Advances to Home Finders Realty Ltd. (202,712) -
--------------------------------------------------------------------------------
(202,712) (3,159)
Investment:
Proceeds on disposal of capital assets - 25,345
--------------------------------------------------------------------------------
Change in cash and cash equivalents (3,694) 898
Cash and cash equivalents, beginning of year 4,069 3,171
--------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 375 $ 4,069
--------------------------------------------------------------------------------
Supplementary cash flow information:
Interest paid $ 380 $ 2,513
Income taxes paid $ - $ -
See accompanying notes to financial statements.
<PAGE>
MOST REFERRED REAL ESTATE AGENTS INC.
Notes to Financial Statements
December 31, 1999
--------------------------------------------------------------------------------
General:
The Company is incorporated under the laws of the Canada Business
Corporation Act and its primary business activity is real estate referral
services.
From the commencement of operations in 1997 until September 30, 1998 the
Company was providing a variety of services to real estate agents throughout
North America. Effective October 1, 1998 the Company provides a referral
service only.
1. Significant accounting policies:
(a) Accounting principles:
These financial statements have been prepared in accordance with
accounting principles generally accepted in Canada.
(b) Cash and cash equivalents:
Cash and cash equivalents include all cash balances and highly liquid
investments with an original maturity date of three months or less.
(c) Use of estimates:
These financial statements have been prepared in accordance with
Canadian generally accepted accounting principles in Canada which
require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
2. Share capital:
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
(Unaudited)
Authorized:
Unlimited shares of one class
Issued:
100 Shares $ 100 $ 100
--------------------------------------------------------------------------------
<PAGE>
MOST REFERRED REAL ESTATE AGENTS INC.
Notes to Financial Statements
December 31, 1999
--------------------------------------------------------------------------------
3. Related party transactions:
During the year ended December 31, 1999, the Company paid management fees to
Home Finders Realty Ltd. totalling $197,500. These management fees were
recorded at the exchange amount which is the amount established and agreed
to by the related parties.
On September 30, 1998, the Company transferred to Home Finders Realty Ltd.,
a company owned by the shareholders of Most Referred Real Estate Agents
Inc., the rights to an extensive market survey which formed the basis for a
portion of the business carried out by the Company up until that date. This
transfer was made to satisfy certain requirements of the Real Estate Act in
the Province of British Columbia. The consideration given to the Company was
an undertaking to receive certain shares of Home Finders Realty Ltd. During
the year ended December 31, 1999, Home Finders Realty Ltd. issued 400 Class
E preferred shares to the Company. These shares were redeemed prior to
December 31, 1999 as part of this series of transactions.
4. Comparative figures:
Certain of the 1998 comparative figures have been reclassified to conform
with the financial presentation adopted in 1999.
5. Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 and 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.
<PAGE>
Financial Statements of
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Year ended December 31, 1999 and three months ended December 31,
1998 (in Canadian Dollars)
<PAGE>
1
AUDITORS' REPORT TO THE SHAREHOLDERS
We have audited the balance sheets of Home Finders Realty Ltd. (dba Most
Referred Professionals) as at December 31, 1999 and 1998 and the statements of
operations and deficit and cash flows for the year ended December 31, 1999 and
the three month period ended December 31, 1998. These 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 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 financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1999 and 1998
and the results of its operations and its cash flows for the year ended December
31, 1999 and the three month period ended December 31, 1998 in accordance with
Canadian generally accepted accounting principles. As required by the Company
Act (British Columbia), we report that, in our opinion, these principles have
been applied on a consistent basis.
"KPMG LLP"
Chartered Accountants
Abbotsford, British Columbia
February 28, 2000
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Balance Sheets
December 31, 1999 and 1998
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
Assets
Current assets:
Cash $ 13,525 $ 15,624
Accounts receivable 2,665 -
Prepaid expenses 750 -
--------------------------------------------------------------------------------
16,940 15,624
Security deposit 5,298 -
Due from shareholders, without interest and no
specific terms of repayment 4,439 100
Capital assets (Note 2) 50,080 44,100
Deferred costs (Note 3) 80,000 -
Incorporation costs 920 920
--------------------------------------------------------------------------------
$ 157,677 $ 60,744
--------------------------------------------------------------------------------
Liabilities and Shareholders' Deficiency
Current liabilities:
Accounts payable and accrued liabilities $ 66,065 $ 56,773
Accrued wages and benefits 20,963 -
--------------------------------------------------------------------------------
87,028 56,773
Promissory note payable (Note 4) 80,000 -
Due to related parties (Note 5) 90,917 11,000
Due to shareholders - 34,746
Shareholders' deficiency:
Share capital (Note 6) 400 200
Deficit (100,668) (41,975)
--------------------------------------------------------------------------------
(100,268) (41,775)
--------------------------------------------------------------------------------
$ 157,677 $ 60,744
--------------------------------------------------------------------------------
Approved by the Director:
Director
------------------------------
See accompanying notes to financial statements.
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Statements of Operations and Deficit
Year ended December 31, 1999 and the three months ended December 31, 1998
--------------------------------------------------------------------------------
Year Three months
ended ended
December 31 December 31
1999 1998
--------------------------------------------------------------------------------
Revenue:
Sales revenue $ 577,215 $ 150,961
Management fees (Note 7) 197,500 -
Interest 298 -
--------------------------------------------------------------------------------
775,013 150,961
Direct costs:
Commissions 159,816 30,437
Courier charges 4,604 801
Credit card charges 12,627 2,713
Supplies 224 1,226
Telephone 56,104 24,228
Wages and benefits 41,988 16,071
Web-site costs 24,138 3,634
--------------------------------------------------------------------------------
299,501 79,110
--------------------------------------------------------------------------------
475,512 71,851
Expenses:
Advertising and promotion 19,079 6,975
Amortization 31,022 3,754
Automotive 4,590 2,189
Bank charges and interest 7,020 1,804
Computer services 13,582 2,982
Insurance 4,056 196
Management fees 43,000 45,000
Membership and dues 7,039 1,080
Office rent 24,513 2,895
Office supplies 17,869 1,927
Professional fees 26,497 1,050
Repairs and maintenance 11,863 -
Telephone 6,175 985
Travel 12,144 6,039
Wages and benefits 285,756 36,950
--------------------------------------------------------------------------------
514,205 113,826
--------------------------------------------------------------------------------
Loss (38,693) (41,975)
Deficit, beginning of period (41,975) -
Dividends paid (20,000) -
--------------------------------------------------------------------------------
Deficit, end of period $ (100,668) $ (41,975)
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Statements of Cash Flows
Year ended December 31, 1999 and the three months ended December 31, 1998
--------------------------------------------------------------------------------
Year Three months
ended ended
December 31 December 31
1999 1998
--------------------------------------------------------------------------------
Cash provided by (used in):
Operations:
Loss $ (38,693) $ (41,975)
Items not involving cash:
Depreciation 31,022 3,754
Management fee income (197,500) -
Changes in non-cash operating working
capital (53,162) 56,773
--------------------------------------------------------------------------------
(258,333) 18,552
Financing:
Advance to (from) shareholders (39,085) 34,646
Advanced to related party 277,417 11,000
Incorporation costs - (920)
Proceeds on promissory note 80,000 -
Issue of share capital 200 200
--------------------------------------------------------------------------------
318,532 44,926
Investments:
Purchase of capital assets (37,000) (47,854)
Increase in security deposit (5,298) -
--------------------------------------------------------------------------------
(42,298) (47,854)
Dividends paid (20,000) -
--------------------------------------------------------------------------------
Increase (decrease) in cash position (2,099) 15,624
Cash and cash equivalents, beginning of period 15,624 -
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 13,525 $ 15,624
--------------------------------------------------------------------------------
Supplementary cash flow information:
Interest paid $ 1,883 $ 100
Income taxes paid $ - $ -
See accompanying notes to financial statements.
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
General:
The Company is incorporated under the laws of British Columbia and its
primary business activities are to market, via the internet, real estate
referral services, and to provide related management services.
1. Significant accounting policies:
(a) Accounting principles:
These financial statements have been prepared in accordance with
Canadian accounting principles generally accepted in Canada.
(b) Capital assets:
Capital assets are recorded at cost. Amortization has been provided on
the declining balance basis at the following rates:
Office equipment 20%
Automotive equipment 30%
Computer hardware 30%
Computer software 100%
(c) Deferred costs:
Costs directly related to the Company's corporate reorganization and
proposed combination with a United States based publicly traded company
are deferred and will be amortized over the expected period of future
benefit.
(d) Cash and cash equivalents:
Cash and cash equivalents include all cash balances and highly liquid
investments with an original maturity date of three months or less.
(e) Use of estimates:
These financial statements have been prepared in accordance with
generally accepted accounting principles in Canada which required
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
2. Capital assets:
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
Accumulated Net book Net book
Cost amortization value value
--------------------------------------------------------------------------------
Automotive $ 10,665 $ 3,760 $ 6,905 $ 9,865
Computer equipment 37,044 12,271 24,773 17,067
Computer software 14,666 14,666 - 6,333
Office equipment 23,760 5,358 18,402 10,835
--------------------------------------------------------------------------------
$ 86,135 $36,055 $50,080 $44,100
--------------------------------------------------------------------------------
3. Deferred costs:
As at December 31, 1999 the Company incurred $80,000 (1998 - nil) in legal
and other costs directly related to the Company's corporate reorganization
and proposed combination with a United States based publicly traded company.
4. Promissory note payable:
The promissory note payable bears interest at 10% per annum, without
specified terms of repayment and is secured by a general security agreement.
Interest on this note is 8.5% until December 1, 2000, thereafter 10%.
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
Promissory note $ 80,000 $ -
--------------------------------------------------------------------------------
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
5. Due to related parties:
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
AMRR.com Inc. $ 73,855 $ -
Due to Most Referred Real Estate Agents Inc. 17,062 11,000
--------------------------------------------------------------------------------
$ 90,917 $ 11,000
--------------------------------------------------------------------------------
These advances are unsecured, without interest and have no specific terms of
repayment.
The Company's president is a shareholder and director of both Most Referred
Real Estate Agents Inc. and AMRR.com Inc.
6. Share capital:
--------------------------------------------------------------------------------
1999 1998
--------------------------------------------------------------------------------
Authorized:
1,000 Class A common voting shares, par value of $1
1,000 Class B common voting shares, par value of $1
1,000 Class C preference shares, par value of $100
100,000 Class D common voting shares, par value of $.01
100,000 Class E non-voting preference shares, par
value of $.01
100,000 Class F non-voting preference shares,
par value of $.01
100,000 Class G non-voting preference shares, par
value of $.01
Issued:
100 Class A common shares $ 100 $ 100
100 Class B common shares 100 100
20,000 Class D common shares (1998 - nil) 200 -
--------------------------------------------------------------------------------
$ 400 $ 200
--------------------------------------------------------------------------------
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
6. Share capital (continued):
During the year ended December 31, 1999, the Company altered its authorized
share capital to include 100,000 Class D common shares, 100,000 Class E
preference shares, 100,000 Class F preference shares and 100,000 Class G
preference shares. Also during the year ended December 31, 1999, the Company
issued and redeemed 400 Class E shares and issued 20,000 Class D shares.
7. Related party transactions:
During the year ended December 31, 1999 the Company received management fees
from Most Referred Real Estate Agents Inc. totalling $197,500. These
management fees were recorded at the exchange amount which is the amount
established and agreed to by the related parties.
On September 30, 1998, Most Referred Real Estate Agents Inc., a company
owned by the shareholders of Home Finders Realty Ltd., transferred the
rights to an extensive market survey which forms the basis for the business
currently being carried on by the Company. This transfer was made to satisfy
certain requirements of the Real Estate Act in the Province of British
Columbia.
The consideration given by the Company was an undertaking to issue certain,
as yet unauthorized, shares from its treasury. During the year ended
December 31, 1999, the Company completed this transaction and, accordingly
the Company has altered the authorized capital of the Company to include
four new classes of shares as follows:
100,000 Class D common voting shares with a par value of $.01 each
100,000 Class E preference shares with a par value of $.01 each
100,000 Class F non-voting preference shares with a par value of
$.01 each
100,000 Class G non-voting preference shares with a par value of
$.01 each
During the year ended December 31, 1999, the Company issued and redeemed 400
Class E preferred shares and issued 20,000 Class D common shares as part of
this series of transactions.
The vendor company had expensed all the costs of conducting the survey and
as a consequence the survey had no carrying amount. Canadian generally
accepted accounting principles require that such transfers between related
parties be recorded at the carrying amount. Consequently, the transaction
has no effect on the amounts reported in these financial statements other
than the change in authorized share capital and the issue of 20,000 Class D
common shares.
<PAGE>
HOME FINDERS REALTY LTD.
(dba MOST REFERRED PROFESSIONALS)
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
8. Comparative figures:
Certain of the 1998 comparative figures have been reclassified to conform
with the financial statement presentation adopted in 1999.
9. Fair value of financial instruments:
For certain of the Company's financial instruments including accounts
receivable, accounts payable and accrued liabilities and accrued wages and
benefits, the carrying amounts approximate fair value due to the immediate
or short-term maturity of these financial instruments.
The fair market value of the balance due from shareholders and the balance
due to related parties is not determinable since there are no specific terms
of repayment.
10. Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
INTRODUCTION TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
AS AT APRIL 30, 2000, AND FOR THE YEAR ENDED JULY 31, 1999
AND NINE MONTHS ENDED APRIL 30, 2000
(Stated in U.S. Dollars)
The following unaudited pro-forma consolidated balance sheet, pro-forma
consolidated statements of operations and explanatory notes give effect to the
acquisition of Home Finders Realty Ltd. and Most Referred Real Estate Agents
Inc. by North American Resort & Golf, Inc. Since the transaction resulted in the
former shareholders of Home Finders Realty Ltd. and Most Referred Real Estate
Agents Inc. owning the majority of the issued shares of North American Resort &
Golf, Inc., the transaction, which is referred to as a "reverse take-over", has
been treated for accounting purposes as an acquisition by Home Finders Realty
Ltd. and Most Referred Real Estate Agents Inc. of the net and liabilities of
North American Resort & Golf, Inc.
The pro-forma consolidated balance sheet, pro-forma consolidated statements of
operations and explanatory notes are based on the estimates and assumptions set
forth in the explanatory notes. This pro-forma consolidated balance sheet and
these pro-forma consolidated statements of operations have been prepared
utilizing the historical financial statements of North American Resort & Golf,
Inc., Home Finders Realty Ltd. and Most Referred Real Estate Agents Inc., and
should be read in conjunction with the historical financial statements and notes
thereto included elsewhere in this filing.
These pro-forma consolidated statements of operations have been prepared as if
the "reverse take-over" had been consummated on August 1, 1998 under the
purchase method of accounting and carried through to April 30, 2000. The
pro-forma balance sheet has been prepared as if the acquisition was consummated
on April 30, 2000.
This pro-forma financial data is provided for comparative purposes only, and
does not purport to be indicative of the actual financial position or results of
operations had the "reverse take-over" transaction occurred at the beginning of
the fiscal period presented, nor are they necessarily indicative of the results
of future operations.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
APRIL 30, 2000
(Stated in U.S. Dollars)
-------------------------------------------------------------- -----------
MOST
REFERRED
NORTH HOME REAL
AMERICAN FINDERS ESTATE
RESORT & REALTY AGENTS
GOLF, INC. LTD. INC. ADJUSTMENTS PRO-FORMA
---------------------------------------------------------------- -----------
ASSETS
Current
Cash $ 6,097 $ 1,650 $ - $ 7,747
Accounts receivable - 4,489 - $ (9,745)(b) 4,489
Note receivable 93,024 - 9,745 (93,024)(b) -
Loan receivable 50,000 - - 50,000
Due from - 87,110 - 87,110
shareholders
Prepaid expenses - 4,708 - 4,708
--------------------------------- -----------
149,121 97,957 9,745 154,054
Capital Assets - 32,434 - 32,434
--------------------------------- -----------
$ 149,121 $ 130,391 $ 9,745 $ 186,488
======================================================= ===========
LIABILITIES
Current
Accounts payable $ 35,601 $ 61,440 $ - (9,745)(b) $ 97,041
Due to related - 69,658 10,893 9,745 (b) 70,806
parties
Notes payable - 162,956 - (93,024)(b) 69,932
--------------------------------- -----------
35,601 294,054 10,893 237,779
--------------------------------- -----------
Share Capital
Common shares 286,680 300 100 (286,680)(a) 400
Series A preferred
shares - - - 113,520 (a) 113,520
Cumulative - (1,843) - (1,843)
Translation
Deficit (173,160) (162,120) (1,248) 173,160 (a) (163,368)
--------------------------------- ---------
113,520 (163,663) (1,148) (a) (51,291)
--------------------------------- ---------
$ 149,121 $ 130,391 $ 9,745 $ 186,488
======================================================= ===========
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED APRIL 30, 2000
(Stated in U.S. Dollars)
--------------------------------------------------------------- ------------
MOST
NORTH HOME REFERRED
AMERICAN FINDERS REAL
RESORT & REALTY ESTATE
GOLF, INC. LTD. LTD. ADJUSTMENTS PRO-FORMA
--------------------------------------------------------------- ------------
Revenue $ - $ 407,833 $ 117,818 $ (117,818) (c) $ 407,833
Direct Costs - 148,383 - 148,383
---------------------------------- ------------
- 259,450 117,818 259,450
Expenses 61,940 366,455 117,818 (117,818) (c) 428,395
---------------------------------- ------------
Net Loss $ (61,940) $ (107,005) $ - $ (168,945)
================================================= ============
Net Loss Per Share $ (0.02)
============
Weighted Average Number Of Shares Outstanding 9,159,858
============
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1999
(Stated in U.S. Dollars)
---------------------------------------------------------------- -----------
MOST
NORTH HOME REFERRED
AMERICAN FINDERS REAL
RESORT & REALTY ESTATE
GOLF, INC. LTD. LTD. ADJUSTMENTS PRO-FORMA
---------------------------------------------------------------- -----------
Revenue $ - $ 383,343 $ 246,240 $ (68,046) (c) $ 561,537
Direct Costs - 151,027 90,221 241,248
--------------------------------- -----------
- 232,316 156,019 320,289
Expenses 8,783 208,447 154,047 (68,046) (c) 303,231
--------------------------------- -----------
Net Income
(Loss) $ (8,783) $ 23,869 $ 1,972 $ 17,058
================================================== ===========
Net Income (Loss) Per Share $ 0.01
===========
Weighted Average Number Of Shares Outstanding 9,052,200
===========
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
NOTES AND ASSUMPTIONS TO THE UNAUDITED CONSOLIDATED PRO-FORMA
BALANCE SHEET AND PRO-FORMA STATEMENTS OF OPERATIONS
YEAR ENDED JULY 31, 1999 AND NINE MONTHS ENDED APRIL 30, 2000
(Stated in U.S. Dollars)
1. ORGANIZATION AND BASIS OF PRESENTATION
The unaudited pro-forma consolidated balance sheet and consolidated
statements of operations have been prepared based on historical financial
information, using U.S. generally accepted accounting principles of North
American Resort & Golf, Inc., Home Finders Realty Ltd. and Most Referred Real
Estate Agents Inc., for the year ended July 31, 1999 and for the nine months
ended April 30, 2000, considering the effects of the reverse take-over
transaction as if the transaction was completed effective August 1, 1998 in the
case of the pro-forma consolidated statements of operations, and effective April
30, 2000 in the case of the pro-forma consolidated balance sheet.
2. ASSUMPTION
The number of shares used in the calculation of the pro-forma net income
(loss) per share data is based on the weighted average number of shares
outstanding during the period adjusted to give effect to shares assumed to be
issued, had the transaction referred to above been consummated August 1, 1998.
3. PRO-FORMA ADJUSTMENTS
(a) Record the reverse take-over transaction
(b) Eliminate intercompany balances
(c) Eliminate intercompany management fees
