U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
NORTH AMERICAN RESORT & GOLF, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0173359
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
141-757 West Hastings Street
Suite 676
Vancouver, British Columbia, Canada V6C 1A1
(Address of principal executive offices)
(Zip Code)
(604) 681-7806
(Registrant's telephone number, including area code)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
None
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of Class)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
North American Resort & Golf, Inc. (the "Company") was incorporated in the
state of Nevada in June 1997. The Company was formed to market golf courses and
their surrounding developments on behalf of developers seeking to finance a new
project or on behalf of owners seeking to sell an existing golf course.
In order to proceed with its business plan the Company attempted to raise
approximately $500,000 in capital through the private sale of its common stock.
However as of April 30, 1998 the Company had only raised $24,960 from the sale
of its common stock, and as a result, the Company abandoned its original
business plan.
In December 1999 the Company signed a letter of intent to acquire Home
Finders Realty, Inc. d/b/a as Most Referred Professionals and Most Referred Real
Estate Agents, Inc., both private Canadian corporations, for 4,500,000 shares of
its 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.
For the ten months ended October 31, 1999 Home Finders had net income of
approximately $74,000.
The acquisition of Home Finders Realty is contingent upon a number of
conditions, including the execution of a definitive agreement between the
Company and Home Finders Realty.
If the Company does not complete the acquisition of Home Finders Realty,
the Company plans to acquire another business, although the Company has not
identified any other business which the Company may attempt to acquire.
Employees
As of December 31, 1999, the Company did not have any full-time employees.
The Company plans to hire additional employees as may be required by the level
of the Company's operations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
During the year ended July 31, 1999 the Company's operations used $10,009 in
cash. As of July 31, 1999 the Company did not have any remaining cash. The
Company funded its operating loss during the year ended July 31, 1999 through
the private sale of common stock. See Part II, Item 4 of this registration
statement.
The Company does not have any available credit, bank financing or other
external sources of liquidity. Due to historical operating losses, the Company's
operations have not been a source of liquidity. In order to obtain capital, the
Company may need to sell additional shares of its common stock or borrow funds
from private lenders. In addition, if during the year ending July 31, 2000, the
Company suffers additional losses, the Company will need to obtain additional
capital in order to continue operations. There can be no assurance that the
Company will be successful in obtaining additional funding.
ITEM 3. PROPERTIES
See Item 1 of this report.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of and percentage of
outstanding shares of common stock owned by the Company's officers, directors
and those shareholders owning more than 5% of the Company's Common Stock as of
December 31, 1999.
Shares of
Name and Address Common Stock Percent of Class
Christine Cerisse 2,500,000 (1) 53%
141-757 West Hastings Street
Suite 676
Vancouver, British Columbia
Canada V6C 1A1
All officers and directors as a group (1 person).
(1) Includes shares held by corporations and trusts which are controlled by Ms.
Cerisse. The number of shares owned by Ms. Cerisse excludes 400,000 shares
issuable upon the exercise of options held by Ms. Cerisse. The options are
exercisable at a price of $0.25 per share at any time prior to December 6,
2001.
See Part II, Item 4 of this registration statement for information concerning
other options granted by the Company.
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth certain information concerning the present
management of the Company:
Name Age Position with Company
Christine Cerisse 45 President and Director
Christine Cerisse has been the President and a Director of the Company,
since December 3, 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.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation
received by (i) the Chief Executive Officer of the Company and (ii) by each
other executive officer of the Company who received in excess of $100,000 during
the periods indicated.
Annual Compensation Long Term Compensation
Re- All
Other stric- Other
Annual ted Com-
Name and Compen- Stock Options pensa-
Principal Fiscal Salary Bonus sation Awards Granted tion
Position Year (1) (2) (3) (4) (5) (6)
- ------------ -------------------------------- --------------------------
James Bryce, 1999 -- -- -- -- -- --
President and a 1998 -- -- -- -- -- --
Director 1997 -- -- -- -- -- --
James Bryce resigned as an Officer and Director of the Company on July 27,
1999. During the year ending July 31, 1999 no officer or director of the Company
was paid more than $5,000 by the Company.
(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.
Amount in the table represents automobile allowances.
<PAGE>
(4) During the period covered by the foregoing table, the shares of restricted
stock issued as compensation for services. The table below shows the number
of shares of the Company's common stock owned by the officer listed above,
and the value of such shares as of July 31, 1999.
Name Shares Value
James Bryce -0- -0-
(5) The shares of common stock to be received upon the exercise of all stock
options granted during the period covered by the table.
(6) All other compensation received that the Company could not properly report
in any other column of the table including annual Company contributions or
other allocations to vested and unvested defined contribution plans, and the
dollar value of any insurance premiums paid by, or on behalf of, the Company
with respect to term life insurance for the benefit of the named executive
officer, and the full dollar value of the remainder of the premiums paid by,
or on behalf of, the Company.
The following shows the amounts which the Company expects to pay Ms. Cerisse
during the year ending July 31, 2000 and the time which Ms. Cerisse plans to
devote to the Company's business. The Company does not have employment
agreements with Ms. Cerisse.
Proposed Time to be Devoted
Name Compensation To Company's Business
Christine Cerisse $3,000 per month 75%
Options Granted
The following tables set forth information concerning the options
granted as of December 31, 1999 to the Company's officers and directors and the
value of all unexercised options (regardless of when granted) held by these
persons.
Individual Grants
-----------------------------------------------------------
% of Total
Options Exercise
Date Options Granted to Price Per Expiration
Name of Grant Granted (#) Employees Share Date
Christine Cerisse 12/6/99 400,000 100% $0.25 12/6/01
<PAGE>
Aggregated Option Exercises and Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares December 31, December 31,
Acquired Value 1999 Exercisable/ 1999 Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
(1) (2) (3) (4)
- --------- ----------- -------- ---------------- --------------
Christine Cerisse 400,000 -- 400,000/-- $306,000/--
(1) The number of shares received upon exercise of options.
(2) With respect to any options exercised, the dollar value of the difference
between the option exercise price and the market value of the option shares
purchased on the date of the exercise of the options.
(3) The total number of unexercised options held as of December 31, 1999,
separated between those options that were exercisable and those options that
were not exercisable.
(4) For all unexercised options held as of December 31, 1999, the excess of the
market value of the stock underlying those options (as of December 31, 1999)
and the exercise price of the option
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
Except as provided in the Company's employment agreements with its
executive officers, the Company does not have a defined benefit, pension plan,
profit sharing or other retirement plan, although the Company may adopt one or
more of such plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.
<PAGE>
Other Arrangements. During the year ended July 31, 1999, and except as
disclosed elsewhere in this registration statement, no director of the Company
received any form of compensation from the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In June 1997 the Company
issued 2,500,000 shares of its common stock to Robert Sawatsky, then an officer
and director of the Company, for services valued at $2,500.
In June 1999 Mr. Sawatsky sold his shares to Christine Cerisse, and certain
corporations and trusts controlled by Ms. Cerisse. Ms. Cerisse is an Officer,
Director and principal shareholder of the Company.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 50,000,000 shares of Common Stock (the
"Common Stock"). As of the December 31, 1999 the Company had 4,752,200 shares of
Common Stock issued and outstanding. Holders of Common Stock are each entitled
to cast one vote for each share held of record on all matters presented to
shareholders. Cumulative voting is not allowed; hence, the holders of a majority
of the outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends will be
paid until the Company is in profit.
Holders of Common Stock do not have preemptive rights to subscribe to
additional shares if issued by the Company. There are no conversion, redemption,
sinking fund or similar provisions regarding the Common Stock. All of the
outstanding shares of Common Stock are fully paid and non-assessable and all of
the shares of Common stock offered hereby will be, upon issuance, fully paid and
non-assessable.
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of preferred
stock. The Company's Articles of Incorporation provide that the Board of
Directors has the authority to divide the preferred stock into series and,
within the limitations provided by the Nevada law, to fix by resolution the
voting power, designations, preferences, and relative participation, special
rights, and the qualifications, limitations, or restrictions of the shares of
any series so established. As the Board of Directors has authority to establish
the terms of, and to issue, the preferred stock without shareholder approval,
the preferred stock could be issued to defend against any attempted take-over of
the Company.
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
As of December 31, 1999, there were approximately 60 record owners of the
Company's Common Stock. The Company's Common Stock is traded on the National
Association of Securities Dealers OTC Bulletin Board under the symbol "NRGF".
Set forth below are the range of high and low bid quotations for the periods
indicated as reported by the NASD. The market quotations reflect interdealer
prices, without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions. The Company's common stock began trading on May
5, 1998.
Quarter Ending High Low
07/31/98 $1.31 $1.06
10/30/98 $1.19 $0.75
01/30/99 $0.90 $0.84
04/30/99 $1.12 $1.12
07/31/99 $0.34 $0.34
10/30/99 $0.15 $0.15
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend. The Company has not paid any dividends and the
Company does not have any current plans to pay any dividends.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not engaged in any litigation, and the officers and
directors presently know of no threatened or pending litigation in which it is
contemplated that the Company will be made a party.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth certain information concerning all securities
issued by the Company since January 1, 1997 which have not been registered under
the Securities Act of 1933.
<PAGE>
In June 1997 the Company issued 2,500,000 shares of its common stock to
Robert Sawatsky, then an officer and director of the Company, for services
valued at $2,500.
The sale of the shares to Robert Sawatsky was an exempt transaction under
Section 4(2) of the Act as a transaction by an issuer not involving a public
offering. The shares of common stock issued to Mr. Sawatsky were acquired for
investment purposes only and without a view to distribution. At the time the
shares were purchased, Mr. Sawatsky was fully informed and advised about matters
concerning the Company, including its business, financial affairs and other
matters. Mr. Sawatsky acquired the securities for his own account. The
certificate evidencing the shares purchased by Mr. Sawatsky was marked with a
legend stating that the shares represented by the certificate could not be
offered, sold or transferred other than pursuant to an effective registration
statement under the Securities Act of 1933, or pursuant to an applicable
exemption from registration. The shares purchased by Mr. Sawatsky were
"restricted" shares as defined in Rule 144 of the Rules and Regulations of the
Securities and Exchange Commission. No underwriters were involved with the sale
of these shares and no commissions or other forms of remuneration were paid to
any person in connection with such sale.
During the year ended July 31, 1998 the Company sold 2,052,200 shares of
its common stock to 64 persons for cash, services rendered and other property.
The sale of these shares was exempt from registration pursuant to Rule 504 of
the Securities and Exchange Commission.
In December 1999 the Company sold 200,000 shares of common stock and
warrants for the purchase of 200,000 shares of the Company's common stock to
Sierra Group, Inc. for $50,000 in cash. The warrants are exercisable at a price
of $0.50 per share at any time prior to December 23, 2000 and at a price of
$0.75 per share at any time after December 22, 2000 The warrants expire on
December 22, 2001
The sale of the shares to the Sierra Group, Inc. was an exempt transaction
under Section 4(2) of the Act as a transaction by an issuer not involving a
public offering. The shares of common stock sold to the Sierra Group, Inc. were
acquired for investment purposes only and without a view to distribution. At the
time the shares were purchased, the Sierra Group, Inc. was fully informed and
advised about matters concerning the Company, including its business, financial
affairs and other matters. The Sierra Group, Inc. acquired the securities for
its own account. The certificate evidencing the shares purchased by the Sierra
Group, Inc. will be marked with a legend stating that the shares represented by
the certificate can not be offered, sold or transferred other than pursuant to
an effective registration statement under the Securities Act of 1933, or
pursuant to an applicable exemption from registration. The shares purchased by
the Sierra Group were "restricted" shares as defined in Rule 144 of the Rules
and Regulations of the Securities and Exchange Commission. No underwriters were
involved with the sale of these shares and no commissions or other forms of
remuneration were paid to any person in connection with such sale.
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws authorize indemnification of a director, officer,
employee or agent of the Company against expenses incurred by him in connection
with any action, suit, or proceeding to which he is named a party by reason of
his having acted or served in such capacity, except for liabilities arising from
his own misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of the Company who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reason- ably
entitled to indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
<PAGE>
PART III
EXHIBIT
Exhibit Exhibit Name Page Number
Number
3 Articles of Incorporation and Bylaws ______
4 Instruments Defining the Rights of See Exhibit No. 3.
Security Holders
9 Voting Trust Agreement None.
10 Material Contracts None.
11 Statement re: Computation of Per Share Earnings None.
21 Subsidiaries of the Registrant None.
24 Power of Attorney None.
27 Financial Data Schedules _____
99 Additional Exhibits None.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
<PAGE>
AUDITORS' REPORT
To the Shareholders
North American Resort & Golf, Inc.
We have audited the balance sheets of North American Resort & Golf, Inc. (a
development stage company) as at July 31, 1999 and 1998 and the statements of
loss and deficit accumulated during the development stage, cash flows and
stockholders' equity for the years 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 audits.
We conducted our audits in accordance with United States and 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. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at July 31, 1999 and 1998 and
the results of its operations and the cash flows for the year then ended in
accordance with United States generally accepted accounting principles.
Without qualifying our opinion we draw attention to Note 1 to the financial
statements. The Company incurred a net loss of $6,613 during the year ended July
31, 1999 and as at that date, the Company's current liabilities exceeded its
current assets by $24,540. These factors, along with other matters as set forth
in Note 1, raise substantial doubt that the Company will be able to continue as
a going concern.
The financial statements as at July 31, 1997 and for the two months then ended
were audited by other auditors who expressed an opinion without reservation on
those financial statements in their report dated August 28, 1997.
Vancouver, B.C. Morgan & Company
December 22, 1999 Chartered Accountants
Comments by Auditors on United States - Canada Difference
In Canada, reporting standards for auditors do not permit the addition of an
explanatory paragraph when the financial statements account for, disclose and
present in accordance with generally accepted accounting principles conditions
and events that cast substantial doubt on the Company's ability to continue as a
going concern. Although our audit was conducted in accordance with both United
States and Canadian generally accepted auditing standards, our report to the
shareholders dated December 22, 1999 is expressed in accordance with United
States reporting standards which require a reference to such conditions and
events in the auditors' report.
Vancouver, B.C. Morgan & Company
December 22, 1999 Chartered Accountants
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
BALANCE SHEET
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
JULY 31
1999 1998
- -------------------------------------------------------------------------------
ASSETS
Current
Cash $ - $ 10,009
Prepaid expense - 604
------------------------
- 10,613
Option To Acquire Shares (Note 3) - 2,170
------------------------
$ - $ 12,783
===============================================================================
LIABILITIES
Current
Accounts payable $ - $ 4,000
Advances payable (Note 4) 24,540 24,540
------------------------
24,540 28,540
------------------------
STOCKHOLDERS' DEFICIENCY
Capital Stock
Authorized:
50,000,000 common shares, par value $0.001 per share
10,000,000 preferred shares, par value $0.001 per share.
The rights and preferences of the preferred shares have
not been determined.
Issued and outstanding:
4,552,200 common shares at July 31, 1999 and 1998 4,552 4,552
Additional paid in capital 82,128 82,128
------------------------
86,680 86,680
Deficit Accumulated During The Development Stage (111,220) (102,437)
------------------------
(24,540) (15,757)
------------------------
$ - $ 12,783
===============================================================================
Nature of Operations (Note 1)
Approved by the Sole Director:
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Stated in U.S. Dollars)
- ------------------------------------------------------------------------------
Inception
June 4,
Year Ended 1997 to
July 31 July 31,
1999 1998 1997 1999
- -------------------------------------------------------------------------------
Administrative Expenses
Advertising $ - $ 11,135 $ - $ 11,135
Consulting services 392 11,036 - 11,428
Filing fees and stock transfer
services 1,182 2,489 490 4,161
Incorporation fees - - 4,261 4,261
Investor relations - 4,037 4,000 8,037
Professional fees 242 13,989 1,200 15,431
Management fees - 22,177 6,200 28,377
Office and sundry 1,309 9,329 1,165 11,803
Printing 243 3,060 - 3,303
Rent 2,299 1,203 - 3,502
Telephone 946 3,333 746 5,025
Travel - 2,587 - 2,587
------------------------------------------
Loss Before The Following 6,613 84,375 18,062 109,050
Impairment loss on option to
acquire shares 2,170 - - 2,170
-------------------------------------
Net Loss For The Year 8,783 84,375 18,062 $111,220
========
Deficit Accumulated During The
Development Stage, Beginning Of
Year 102,437 18,062 -
--------------------------------
Deficit Accumulated During The
Development Stage, End Of Year $ 111,220 $ 102,437 $ 18,062
===================================
Net Loss Per Share $0.01 $0.02 $0.01
=====================================
Weighted Average Number of Shares
Outstanding 4,552,200 4,038,898 2,500,000
=====================================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOW
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
Inception
June 4,
Year Ended 1997 to
July 31 July 31,
1999 1998 1997 1999
- -------------------------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the year $ (8,783) $(84,375) $(18,062) $(111,220)
Add non-cash item
Impairment loss on option to
acquire shares 2,170 - - 2,170
----------------------------------------------
(6,613) (84,375) (18,062) (109,050)
Changes in non-cash working capital
balance related to operations
Prepaid expense 604 (604) - -
Accounts payable (4,000) 2,469 1,531 -
------------------------------------------------
(10,009) (82,510) (16,531) (109,050)
------------------------------------------------
Cash Flow From Investing Activity
Acquisition of capital assets - - (427) -
-----------------------------------------
Cash Flow From Financing Activities
Common stock issued - 82,010 2,500 84,510
Advances payable - 24,540 53,000 24,540
Repay advances payable - (53,000) - -
Proceeds on disposition of capital - 427 - -
assets
-------------------------------------
- 53,977 55,500 109,050
-------------------------------------
Increase (Decrease) In Cash During The
Year (10,009) (28,533) 38,542 -
Cash, Beginning Of The Year 10,009 38,542 - -
------------------------------------------
Cash, End Of The Year $ - $ 10,009 $38,542 $ -
===============================================================================
Supplemental Disclosure Of Non-Cash Financing And Investment Activities:
Issue of common stock for option to
purchase shares $ - $ 2,170 $ - $2,170
================================================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
JULY 31, 1999
(Stated in U.S. Dollars)
Common Stock
--------------------------------
Additional
Paid-in
Shares Amount Capital Deficit Total
-------------------------------------------------------
Shares issued for
services at $0.001 2,500,000 $ 2,500 $ - $ - $ 2,500
Net loss for two months
ended July 31, 1997 - - - (18,062) (18,062)
-------------------------------------------------------
Balance, July 31, 1997 2,500,000 2,500 - (18,062) (15,562)
Shares issued for
services at $0.01 935,000 935 8,415 - 9,350
Shares issued for cash
at $0.01 350,000 350 3,150 - 3,500
Shares issued for option
to acquire shares
at $0.01 217,000 217 1,953 - 2,170
Shares issued for cash
at $0.10 530,000 530 52,470 - 53,000
Shares issued for cash
at 20,200 20 16,140 - 16,160
$0.80
Net loss for the year
ended July 31, 1998 - - - (84,375) (84,375)
-------------------------------------------------------
Balance, July 31, 1998 4,552,200 4,552 82,128 (102,437) (15,757)
Net loss for the year
ended - - - (8,783) (8,783)
July 31, 1999
-------------------------------------------------------
Balance, July 31, 1999 4,552,200 $ 4,552 $ 82,128 $ (111,220) $ (24,540)
=======================================================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
TheCompany is in the development stage and currently is in the process of
reviewing new business opportunities. Recovery of the Company's assets is
dependent upon future events, the outcome of which is indeterminable. In
addition, successful completion of the Company's development program and its
transition, ultimately to the attainment of profitable operations is
dependent upon obtaining adequate financing to fulfil its development
activities and achieve a level of sales adequate to support the Company's
cost structure.
2. SIGNIFICANT ACCOUNTING POLICIES
Thefinancial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
Thefinancial statements have, in management's opinion been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Organization
The Company was incorporated in the State of Nevada, USA on June 4, 1997.
b) Development Stage Company
The Company is a development stage company as defined in the Statements of
Financial Accounting Standards No. 7. The Company is devoting substantially all
of its present efforts to establish a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been considered as part of the Company's development stage activities.
c) Net Loss Per Share
Net loss per share is based on the weighted average number of common shares
outstanding during the period plus common share equivalents, such as options,
warrants and certain convertible securities. This method requires primary
earnings per share to be computed as if the common share equivalents were
exercised at the beginning of the period or at the date of issue and as if the
funds obtained thereby were used to purchase common shares of the Company at its
average market value during the period.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Income Taxes
The Company uses the liability method of accounting for income taxes
pursuant to Statement of Financial Accounting Standards, No. 109 "Accounting for
Income Taxes".
e) Capital Assets and Amortization
Capital assets are recorded at cost and are amortized at the rate of 20%
per annum using the declining balance method.
f) Fair Value of Financial Instruments
The carrying value of cash, accounts payable and advances payable
approximate fair value because of the short maturity of those instruments.
3. OPTION TO ACQUIRE SHARES
As at July 31, 1998 the Company had an option to acquire 217,000 common
shares of Great Energy Corporation International, a private company, at $1.10
per share to December 31, 2000. Management has determined that the book value
of the option is not recoverable and accordingly an impairment loss for the
full value of the option has been recognized in the current year.
4. ADVANCES PAYABLE
These advances are interest free and payable on demand.
5. RELATED PARTY TRANSACTIONS
a) During the year, the Company incurred management fees of $NIL (1998 -
$22,177 and 1997 - $6,200) charged by an officer of the Company.
b) At July 31, 1999 and 1998, advances payable in the amount of $21,500 are
owing to an officer of the Company.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
6. DEFERRED TAX ASSETS
The Financial Accounting Standards Board issued Statement Number 109 in
Accounting for Income Taxes ("FAS 109") which is effective for fiscal years
beginning after December 15, 1992. FAS 109 requires the use of the asset and
liability method of accounting for income taxes, whereas the deferral method
of accounting for income taxes is used under the Canadian basis. Under the
assets and liability method of FAS 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered to settled.
The following table summarizes the significant components of the Company's
deferred tax assets:
Total
-----------
Deferred Tax Assets
Non-capital loss carryforwards $ 111,220
-----------
Gross deferred tax assets 55,610
Valuation allowance for deferred tax asset (55,610)
-----------
$ -
===========
The amount taken into income as deferred tax assets must reflect that portion
of the income tax loss carryforwards which is likely to be realized from
future operations. The company has chosen to provide an allowance of 100%
against all available income tax loss carryforwards, regardless of their
terms of expiry.
7. INCOME TAXES
No provision for income taxes has been provided in these financial statements
due to the net loss. At July 31, 1999, the Company has net operating loss
carryforwards, which expire commencing in 2010, totalling approximately
$111,220, the benefits of which have not been recorded.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
8. NEW ACCOUNTING STANDARDS
a) Effective December 15, 1995, Statement of Financial Accounting Standards
No. 123 ("SFAS-123") "Accounting for Stock-based Compensation" was adopted
for United States GAAP purposes. SFAS-123 enables a company to elect to
adopt a fair value methodology for accounting for stock based compensation.
The Company has determined that the fair value of stock options is similar
to the issue price at the time of granting. The Company does not expect to
elect to adopt the fair value methodology, although the pro forma results
of operations and earnings per share determined as if the fair value
methodology had been applied will be disclosed as required under SFAS-123
in future years.
b) In March, 1995, Statement of Financial Accounting Standards No. 121
(SFAS-121) "Accounting for Impairment of long-lived assets and for
long-lived assets to be disposed of" was issued. Certain long-lived assets
held by the Company must be reviewed for impairment whenever events or
changes in circumstances indicate the carrying amount of an asset may not
be recoverable. Accordingly, the impairment loss is recognized in the
period it is determined. The Company has adopted these standards. There was
no material effect on its financial position or results of operations of
the Company from its adoption.
9. UNCERTAINTY DUE TO THE 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. The effects of the Year 2000 Issue may be experienced before,
on, or after January 1, 2000, and, if not addressed, the impact on operations
and financial reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the Year
2000 Issue affecting the entity, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
10. SUBSEQUENT EVENTS
a) Subsequent to July 31, 1999 the Company granted stock options for the
purchase of up to 400,000 shares at $0.25 per share to December 6, 2001.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999 AND 1998
(Stated in U.S. Dollars)
10. SUBSEQUENT EVENTS (cont'd)
b) Subsequent to July 31, 1999 the Company has entered into a letter of
intent to acquire Home Finder's Realty Inc., a Canadian corporation, for
$1,000,000 CDN payable in cash or by the issuance of 4,500,000 common
shares.
c) Subsequent to July 31, 1999, the Company has arranged the private
placement of 200,000 units at $0.25 per unit for proceeds of $50,000.00.
Each unit consists of one common share and one share purchase warrant for
the purchase of an additional common share at $0.50 per share during the
first year or at $0.75 during the second year from the date the share
purchase warrant is issued.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
BALANCE SHEET
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
OCTOBER 31 JULY 31
1999 1999
- -------------------------------------------------------------------------------
(Unaudited) (Audited)
ASSETS $ - $ -
===============================================================================
LIABILITIES
Current
Accounts payable $ 3,661 $ -
Loans and advances payable (Note 3) 24,540 24,540
------------------------
28,201 24,540
------------------------
STOCKHOLDERS' DEFICIENCY
Capital Stock
Authorized:
50,000,000 common shares, par value $0.001
per share 10,000,000 preferred shares,
par value $0.001 per share
The rights and preferences of the preferred
shares have not been determined.
Issued and outstanding:
4,552,200 common shares at October 31, 1999 and
July 31, 1999 4,552 4,552
Additional paid in capital 82,128 82,128
------------------------
86,680 86,680
Deficit Accumulated During The Development Stage (114,881) (111,220)
--
------------ ----------
(28,201) (24,540)
------------------------
$ - $ -
===============================================================================
Nature of Operations (Note 1)
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND DEFICIT
THREE MONTHS ENDED OCTOBER 31
(Unaudited)
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
Inception
June 4, 1997
to
October 31
1999 1998 1999
- -------------------------------------------------------------------------------
Administrative Expenses
Advertising $ - $ - $ 11,135
Consulting services - 392 11,428
Filing fees and stock transfer services 1,747 473 5,908
Incorporation fees - - 4,261
Investor relations - - 8,037
Professional fees - - 15,431
Management fees - - 28,377
Office and sundry 750 1,752 12,553
Printing - 213 3,303
Rent - 1,723 3,502
Telephone 1,164 525 6,189
Travel - - 2,587
------------------------------------
3,661 5,078 112,711
Loss Before The Following
Impairment loss on option to acquire - - 2,170
shares
------------------------------------
Net Loss For The Period 3,661 5,078 $ 114,881
============
Deficit Accumulated During The
Development Stage, Beginning Of Period 111,220 102,437
------------------------
Deficit Accumulated During The
Development Stage, End Of Period $ 114,881 $ 107,515
===================================================================
Net Loss Per Share $0.01 $0.01
========================
Weighted Average Number Of Shares
Outstanding 4,552,200 4,552,200
========================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED OCTOBER 31
(Unaudited)
(Stated in U.S. Dollars)
- -------------------------------------------------------------------------------
Inception
June 4, 1997
to
October 31
1999 1998 1999
- -------------------------------------------------------------------------------
Cash Flow From Operating Activities
Net loss for the period $ (3,661) $ (5,078) $ (114,881)
Add non-cash item
Impairment loss on option to acquire - - 2,170
shares
---------------------------------
(3,661) (5,078) (112,711)
Change in non-cash working capital
balances related to operations
Prepaid expense - - -
Accounts payable (3,661) - 3,661
---------------------------------
- (5,078) (109,050)
---------------------------------
Cash Flow From Investing Activity
Acquisition of capital assets - - (427)
---------------------------------
Cash Flow From Financing Activities
Common stock issued - - 84,510
Repay advances payable - - (53,000)
Advances payable - - 77,540
Proceeds on disposition of capital assets - - 427
------------------------------
- - 109,477
---------------------------------
Decrease In Cash During The Period - (5,078) -
Cash, Beginning Of The Period - 10,009 -
---------------------------------
Cash, End Of The Period $ - $ 4,931 $ -
===============================================================================
Supplemental Disclosure Of Non-Cash Financing And Investment Activities:
Issue of common stock for option to purchase $ - $ - $ 2,170
shares
=================================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
Common Stock
--------------------------------
Additional
Paid-in
Shares Amount Capital Deficit Total
-------------------------------------------------------
Shares issued for
services at $0.001 2,500,000 $ 2,500 $ - $ - $ 2,500
Net loss for two months
ended July 31, 1997 - - - (18,062) (18,062)
-------------------------------------------------------
Balance, July 31, 1997 2,500,000 2,500 - (18,062) (15,562)
Shares issued for
services at $0.01 935,000 935 8,415 - 9,350
Shares issued for cash
at $0.01 350,000 350 3,150 - 3,500
Shares issued for option
to acquire shares
at $0.01 217,000 217 1,953 - 2,170
Shares issued for cash
at $0.10 530,000 530 52,470 - 53,000
Shares issued for cash
at 20,200 20 16,140 - 16,160
$0.80
Net loss for the year
ended July 31, 1998 (84,375) (84,375)
-------------------------------------------------------
Balance, July 31, 1998 4,552,200 4,552 82,128 (102,437) (15,757)
Net loss for the year
ended July 31, 1999 (8,783) (8,783)
-------------------------------------------------------
Balance, July 31, 1999 4,552,200 4,552 82,128 (111,220) (24,540)
Net loss for the three
months ended
October 31, 1999 (3,661) (3,661)
-------------------------------------------------------
Balance, October 31, 4,552,200 $ 4,552 $ 82,128 $ (114,881) $ (28,201)
1999
=======================================================
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
TheCompany is in the development stage and currently is in the process of
reviewing new business opportunities. Recovery of the Company's assets is
dependent upon future events, the outcome of which is indeterminable. In
addition, successful completion of the Company's development program and its
transition, ultimately to the attainment of profitable operations is dependent
upon obtaining adequate financing to fulfil its development activities and
achieve a level of sales adequate to support the Company's cost structure.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
The financial statements have, in management's opinion been properly
prepared within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Organization
The Company was incorporated in the State of Nevada, USA on June 4, 1997.
b) Development Stage Company
The Company is a development stage company as defined in the Statements of
Financial Accounting Standards No. 7. The Company is devoting substantially all
of its present efforts to establish a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been considered as part of the Company's development stage activities.
c) Net Loss Per Share
Net loss per share is based on the weighted average number of common shares
outstanding during the period plus common share equivalents, such as options,
warrants and certain convertible securities. This method requires primary
earnings per share to be computed as if the common share equivalents were
exercised at the beginning of the period or at the date of issue and as if the
funds obtained thereby were used to purchase common shares of the Company at its
average market value during the period.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Income Taxes
The Company uses the liability method of accounting for income taxes
pursuant to Statement of Financial Accounting Standards, No. 109 "Accounting for
Income Taxes".
e) Capital Assets and Amortization
Capital assets are recorded at cost and are amortized at the rate of 20%
per annum using the declining balance method.
f) Fair Value of Financial Instruments
The carrying value of cash, accounts payable and advances payable
approximate fair value because of the short maturity of those instruments.
3. LOANS AND ADVANCES PAYABLE
These advances are interest free and payable on demand.
4. RELATED PARTY TRANSACTIONS
At October 31, 1999 and July 31, 1999, loans and advances payable in the
amount of $21,500 are owing to an officer of the Company.
5. DEFERRED TAX ASSETS
The Financial Accounting Standards Board issued Statement Number 109 in
Accounting for Income Taxes ("FAS 109") which is effective for fiscal years
beginning after December 15, 1992. FAS 109 requires the use of the asset and
liability method of accounting for income taxes, whereas the deferral method
of accounting for income taxes is used under the Canadian basis. Under the
assets and liability method of FAS 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
5. DEFERRED TAX ASSETS (Continued)
The following table summarizes the significant components of the Company's
deferred tax assets:
Total
-----------
Deferred Tax Assets
Non-capital loss carryforwards $ 114,881
-----------
Gross deferred tax assets 57,440
Valuation allowance for deferred tax asset (57,440)
-----------
$ -
===========
The amount taken into income as deferred tax assets must reflect that portion
of the income tax loss carryforwards which is likely to be realized from
future operations. The company has chosen to provide an allowance of 100%
against all available income tax loss carryforwards, regardless of their
terms of expiry.
6. INCOME TAXES
No provision for income taxes has been provided in these financial statements
due to the net loss. At October 31, 1999, the Company has net operating loss
carryforwards, which expire commencing in 2010, totalling approximately
$114,881, the benefits of which have not been recorded.
7. NEW ACCOUNTING STANDARDS
a) Effective December 15, 1995, Statement of Financial Accounting Standards
No. 123 ("SFAS-123") "Accounting for Stock-based Compensation" was adopted
for United States GAAP purposes. SFAS-123 enables a company to elect to
adopt a fair value methodology for accounting for stock based compensation.
The Company has determined that the fair value of stock options is similar
to the issue price at the time of granting. The Company does not expect to
elect to adopt the fair value methodology, although the pro forma results
of operations and earnings per share determined as if the fair value
methodology had been applied will be disclosed as required under SFAS-123
in future years.
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
(Unaudited)
(Stated in U.S. Dollars)
7. NEW ACCOUNTING STANDARDS (Continued)
b) In March, 1995, Statement of Financial Accounting Standards No. 121
(SFAS-121) "Accounting for Impairment of long-lived assets and for
long-lived assets to be disposed of" was issued. Certain long-lived assets
held by the Company must be reviewed for impairment whenever events or
changes in circumstances indicate the carrying amount of an asset may not
be recoverable. Accordingly, the impairment loss is recognized in the
period it is determined. The Company has adopted these standards. There was
no material effect on its financial position or results of operations of
the Company from its adoption.
8. UNCERTAINTY DUE TO THE 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. The effects of the Year 2000 Issue may be experienced before,
on, or after January 1, 2000, and, if not addressed, the impact on operations
and financial reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the Year
2000 Issue affecting the entity, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
9. SUBSEQUENT EVENTS
a) Subsequent to October 31, 1999, the Company granted stock options for the
purchase of up to 400,000 shares at $0.25 per share to December 6, 2001.
b) Subsequent to October 31, 1999, the Company has entered into a letter of
intent to acquire Home Finder's Realty Inc., a Canadian corporation, for
$1,000,000 CDN payable in cash or by the issuance of 4,500,000 common
shares.
c) Subsequent to October 31, 1999, the Company has arranged the private
placement of 200,000 units at $0.25 per unit for proceeds of $50,000.00.
Each unit consists of one common share and one share purchase warrant
for the purchase of an additional common share at $0.50 per share during
the first year or at $0.75 during the second year from the date the
share purchase warrant is issued.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATE: January 20, 2000 NORTH AMERICAN RESORT & GOLF, INC.
By /s/ Christine Cerisse
Christine Cerisse, President
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-SB
NORTH AMERICAN RESORT & GOLF, INC.
141-757 West Hastings Street
Suite 676
Vancouver, British Columbia
Canada V6C 1A1
EXHIBITS
<PAGE>
Exhibit Exhibit Name Page Number
Number
3 Articles of Incorporation and Bylaws _______
4 Instruments Defining the Rights of See Exhibit No. 3.
Security Holders
9 Voting Trust Agreement None.
10 Material Contracts None.
11 Statement re: Computation of Per Share Earnings None.
21 Subsidiaries of the Registrant None.
24 Power of Attorney None.
27 Financial Data Schedules _____
99 Additional Exhibits None.
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN RESORT & GOLF, INC.
KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator being a
natural person of the age of twenty-one years or more and desiring to form a
body corporate under the laws of the State of Nevada does hereby adopt, execute,
and acknowledge these Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation is North American Resort & Golf, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the State
of Nevada unless dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
1. Purposes. Except as restricted by these Articles of Incorporation, the
Corporation is organized for the purpose of transacting all lawful business for
which corporations may be incorporated pursuant to Title 7, chapter 78 of the
Nevada Revised Statutes.
2. General Powers. Except as restricted by these Articles of
Incorporation, the Corporation shall have and may exercise all powers and rights
that a corporation may exercise legally pursuant to Title 7, chapter 78 of the
Nevada Revised Statutes.
ARTICLE IV
CAPITAL STOCK
FOURTH: CAPITAL STOCK. The aggregate number of shares of all classes which
the Corporation shall have authority to issue is 60,000,000 of which 10,000,000
shares shall be Preferred Shares, par value $0.001 per share, and 50,000,000
shall be Common Shares, par value $0.001 per share, and the designations,
preferences, limitations, and relative rights of the shares of each class are as
follows:
<PAGE>
1. Preferred Shares: The Corporation may divide and issue the Preferred
Shares in series. Preferred Shares of each series when issued shall be
designated to distinguish them from the shares of all other series. The Board of
Directors is hereby expressly vested with authority to divide the class of
Preferred Shares into series and to fix and determine the relative rights and
preferences of the shares of any such series so established to the full extent
permitted by these Articles of Incorporation and the laws of the State of Nevada
in respect of the following:
a. The number of shares to constitute such series, and the distinctive
designations thereof;
b. The rate and preference of dividends, if any, the time of payment of
dividends, whether dividends are cumulative and the date from which any
dividend shall accrue;
c. Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption;
d. The amount payable upon shares in event of involuntary liquidation;
e. The amount payable upon shares in event of voluntary liquidation;
f. Sinking fund or other provisions, if any, for the redemption or purchase of
shares;
g. The terms and conditions on which shares may be converted into another
class of Preferred Shares, into Common Shares, or into other securities of
the Corporation, if the shares of any series are issued with the privilege
of conversion;
h. Special, conditional or limited voting powers, or no right to vote, except
to the extent prohibited by the laws of the State of Nevada; and
i. Any other relative rights and preferences of shares of such series
including, without limitation, any restriction on an increase in the number
of shares of any series previously authorized and any limitation or
restriction of rights or powers to which shares of any future series shall
be subject
2. Common Shares:
a. The rights of holders of Common Shares to receive dividends or
share in the distribution of assets in the event of liquidation,
dissolution, winding up of the affairs of the Corporation shall be subject
to the preferences, limitations, and relative rights of the Preferred
Shares fixed in the resolution or resolutions which may be adopted from
time to time by the board of directors of the Corporation providing for
the issuance of one or more series of the Preferred Shares.
b. The holders of the Common Shares shall be entitled to one vote
for each share of Common Stock held by them of record at the time for
determining the holders thereof entitled to vote.
<PAGE>
c. Unless otherwise ordered by a court of competent jurisdiction, at
all meetings of shareholders, holders of a majority of the outstanding
Common Stock (and/or Preferred Stock, if applicable) entitled to vote at
such meeting, represented in person or by proxy, shall constitute a
quorum.
d. The holders of the outstanding Common Shares of the Corporation
may take any action by vote or concurrence of a majority, except as
otherwise required by the laws of the State of Nevada.
ARTICLE V
DENIAL OF CUMULATIVE VOTING RIGHTS
Cumulative voting shall not be permitted in the election of directors of
this Corporation.
ARTICLE VI
DIRECTORS; INITIAL DIRECTORS
The governing board of the Corporation shall be styled as a "Board of
Directors," and any member of said Board shall be styled as a "Director".
The number of members constituting the first Board of Directors of the
Corporation is one (1); and the names and post office boxes or street addresses
of each of the persons who shall serve as directors until the first annual
meeting of shareholders and until their successors are elected and shall qualify
are:
Robert Sawatsky 4313 W. 11th Avenue, Suite 100
Vancouver, British Columbia
Canada V6R 2L9
The number of directors of the Corporation may be increased or decreased
in the manner provided in the Bylaws of the Corporation; provided, that the
number of directors shall never be less than one nor more than seven.
ARTICLE VII
LIABILITY OF DIRECTORS AND OFFICERS
The personal liability of the directors and officers of the Corporation is
hereby eliminated to the fullest extent permitted by Title 7, Chapter 78 of the
Nevada Revised Statutes or any corresponding provision of any subsequent law, as
the same may be amended from time to time; provided, however, that if any
amendment to said laws shall operate to limit, reduce, or eliminate any person's
rights to have his or her personal liability eliminated as provided in this
Article, then the personal liability of each such person shall be eliminated to
the fullest extent permitted by such laws immediately prior to the effectiveness
of such amendment. Any repeal or modification of this Article shall be
prospective only and shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation for acts or omissions
prior to such repeal or modification.
<PAGE>
ARTICLE VIII
INDEMMFICATION
The Corporation may indemnity any director, officer, employee, fiduciary,
or agent of the corporation to the full extent permitted by the laws of the
State of Nevada, as may be amended and supplemented.
ARTICLE IX
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the shareholders, the power
to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the
Board of Directors. The Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or these
Articles of Incorporation.
ARTICLE X
RESIDENT AGENT
The name of the Corporation's resident agent and the street and mailing
address in Nevada for such resident agent where process may be served upon the
Corporation are:
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
The resident agent may be changed in the manner permitted by law.
ARTICLE XI
INCORPORATOR
The name and address of the Incorporator are:
Troy A. Young, Esq.
Futro & Associates, P.C.
707 Seventeenth Street
Suite 2900
Denver, Colorado 80202
<PAGE>
IN WITNESS WHEREOF, the above-named Incorporator has signed these Articles
of Incorporation this 2nd day of June 1997.
/s/ Troy A. Young
Incorporator
STATE OF COLORADO )
)ss.
COUNTY OF DENVER )
On the 2nd day of June, 1997, personally appeared before me, a notary
public, Troy A. Young, who acknowledged before me that he executed the foregoing
Articles of Incorporation.
My commission expires: Dec. 30, 1998
/s/
----------------------
Notary Public
BYLAWS
OF
NORTH AMERICAN RESORT & GOLF, INC.
ARTICLE I
OFFICES
Section l. Offices:
The principal office of the Corporation shall be determined by the Board
of Directors, and the Corporation shall have other offices at such places as the
Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDER'S MEETINGS
Section l. Place:
The place of stockholders' meetings shall be the principal office of the
Corporation unless some other place shall be determined and designated from time
to time by the Board of Directors.
Section 2. Annual Meeting:
The annual meeting of the stockholders of the Corporation for the election
of directors to succeed those whose terms expire, and for the transaction of
such other business as may properly come before the meeting, shall be held each
year on a date to be determined by the Board of Directors.
Section 3. Special Meetings:
Special meetings of the stockholders for any purpose or purposes may be
called by the President, the Board of Directors, or the holders of ten percent
(l0%) or more of all the shares entitled to vote at such meeting, by the giving
of notice in writing as hereinafter described.
Section 4. Voting:
At all meetings of stockholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the stockholder voting, the
number of shares voted, and, if such vote shall be by proxy, the name of the
proxy holder. Voting may be in person or by proxy appointed in writing, manually
signed by the stockholder or his duly authorized attorney infact. No proxy shall
be valid after eleven months from the date of its execution, unless otherwise
provided therein.
<PAGE>
Each stockholder shall have such rights to vote as the Articles of
Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall make, at least ten (l0) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (l0) days prior
to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.
Section 5. Order of Business:
The order of business at any meeting of stockholders shall be as follows:
l. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the meeting and the
existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of any
unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
l0. New business.
ll. Adjournment.
l2. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
<PAGE>
Section 6. Notices:
Written or printed notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) nor more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting,
except that, if the authorized capital stock is to be increased, at least thirty
(30) days' notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
Section 7. Quorum:
A quorum at any annual or special meeting shall consist of the
representation in person or by proxy of one third of the number of shares of the
outstanding capital stock of the Corporation entitled to vote at such meeting.
In the event a quorum be not present, the meeting may be adjourned by those
present for a period not to exceed sixty (60) days at any one adjournment; and
no further notice of the meeting or its adjournment shall be required. The
stockholders entitled to vote, present either in person or by proxy at such
adjourned meeting, shall, if equal to a majority of the shares entitled to vote
at the meeting, constitute a quorum, and the votes of a majority of those
present in numbers of shares entitled to vote shall be deemed the act of the
shareholders at such adjourned meeting.
Section 8. Action by Shareholders Without a Meeting:
Any action required to be or which may be taken at a meeting of the
shareholders of the Corporation may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof or such
lesser number as may be allowed by Nevada law.
ARTICLE III
BOARD OF DIRECTORS
Section l. Organization and Powers:
The Board of Directors shall constitute the policy making or legislative
authority of the Corporation. Management of the affairs, property, and business
of the Corporation shall be vested in the Board of Directors, which shall
consist of not less than one nor more than ten members, who shall be elected at
the annual meeting of stockholders by a plurality vote for a term of one (l)
year, and shall hold office until their successors are elected and qualify.
Directors need not be stockholders. Directors shall have all powers with respect
to the management, control, and determination of policies of the Corporation
that are not limited by these Bylaws, the Articles of Incorporation, or by
statute, and the enumeration of any power shall not be considered a limitation
thereof.
<PAGE>
Section 2. Vacancies:
Any vacancy in the Board of Directors, however caused or created, shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board, or at a special meeting of the stockholders
called for that purpose. The directors elected to fill vacancies shall hold
office for the unexpired term and until their successors are elected and
qualify.
Section 3. Regular Meetings:
A regular meeting of the Board of Directors shall be held, without other
notice than this Bylaw, immediately after and at the same place as the annual
meeting of stockholders or any special meeting of stockholders at which a
director or directors shall have been elected. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Nevada, for the holding of additional regular meetings without other notice than
such resolution.
Section 4. Special Meetings:
Special meetings of the Board of Directors may be held at the principal
office of the Corporation, or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by unanimous written consent of all the members, or with the presence and
participation of all members at such meeting. A resolution in writing signed by
all the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.
Section 5. Notices:
Notices of both regular and special meetings, save when held by unanimous
consent or participation, shall be mailed by the Secretary to each member of the
Board not less than three days before Any such meeting and notices of special
meetings may state the purposes thereof. No failure or irregularity of notice of
any regular meeting shall invalidate such meeting or any proceeding thereat.
Section 6. Quorum and Manner of Acting:
A quorum for any meeting of the Board of Directors shall be a majority of
the Board of Directors as then constituted. Any act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Any action of such majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all of the
other members of the Board, shall always be as valid and effective in all
respects as if otherwise duly taken by the Board of Directors.
<PAGE>
Section 7. Executive Committee:
The Board of Directors may by resolution of a majority of the Board
designate two (2) or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation; but the designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.
Section 8. Order of Business:
The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:
l. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
6. To the extent that these Bylaws do not apply, Roberts' Rules of Order
shall prevail.
ARTICLE IV
OFFICERS
Section l. Titles:
The officers of the Corporation shall consist of a President, one or more
Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the
directors at their first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their successors are elected and qualify. The Board of Directors may appoint
from time to time such other officers as it deems desirable who shall serve
during such terms as may be fixed by the Board at a duly held meeting. The
Board, by resolution, shall specify the titles, duties and responsibilities of
such officers.
Section 2. President:
The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors. He shall be generally vested with the power of the chief executive
officer of the Corporation and shall countersign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of Directors
or required by law. He shall make reports to the Board of Directors and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.
<PAGE>
Section 3. Vice President:
The Vice President shall perform all the duties of the President if the
President is absent or for any other reason is unable to perform his duties and
shall have such other duties as the Board of Directors shall authorize or
direct.
Section 4. Secretary:
The Secretary shall issue notices of all meetings of stockholders and
directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.
Section 5. Treasurer:
The Treasurer shall have custody of all moneys and securities of the
Corporation and shall have supervision over the regular books of account. He
shall deposit all moneys, securities, and other valuable effects of the
Corporation in such banks and depositories as the Board of Directors may
designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time and
shall otherwise perform such duties as may be required of him by the Board of
Directors.
The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.
Section 6. Vacancies or Absences:
If a vacancy in any office arises in any manner, the directors then in
office may choose, by a majority vote, a successor to hold office for the
unexpired term of the officer. If any officer shall be absent or unable for any
reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.
<PAGE>
Section 7. Compensation:
No officer shall receive any salary or compensation for his services
unless and until the Board of Directors authorizes and fixes the amount and
terms of such salary or compensation.
ARTICLE V
STOCK
Section 1. Regulations:
The Board of Directors shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a Transfer Agent and/or a Registrar and may
require all stock certificates to bear the signature of such Transfer Agent
and/or Registrar.
Section 2. Restrictions on Stock:
The Board of Directors may restrict any stock issued by giving the
Corporation or any stockholder "first right of refusal to purchase" the stock,
by making the stock redeemable or by restricting the transfer of the stock,
under such terms and in such manner as the directors may deem necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so restricted must carry a stamped legend setting out the restriction or
conspicuously noting the restriction and stating where it may be found in the
records of the Corporation.
ARTICLE VI
DIVIDENDS AND FINANCES
Section l. Dividends:
Dividends may be declared by the directors and paid out of any funds
legally available therefor under the laws of Nevada, as may be deemed advisable
from time to time by the Board of Directors of the Corporation. Before declaring
any dividends, the Board of Directors may set aside out of net profits or earned
or other surplus such sums as the Board may think proper as a reserve fund to
meet contingencies or for other purposes deemed proper and to the best interests
of the Corporation.
Section 2. Monies:
The monies, securities, and other valuable effects of the Corporation
shall be deposited in the name of the Corporation in such banks or trust
companies as the Board of Directors shall designate and shall be drawn out or
removed only as may be authorized by the Board of Directors from time to time.
<PAGE>
Section 3. Fiscal Year:
Unless and until the Board of Directors by resolution shall determine the
fiscal year of the Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or officers,
or former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director or officer or person shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of any duty owed to the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement, vote
of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or corporation; or by the fact that any director or officer of the
Corporation, individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.
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