1
CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 1, 1996
NORTH AMERICAN RESORTS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-26760 84-1286065
- --------------------------------------------------------------------------------
(State of Incorporation) (Commission (I.R.S Employer
File Number) Identification No.)
301 East Hillcrest
Orlando, Florida 32801
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 841-1917
------------------------------
1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report.)
2
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On December 1, 1996, North American Resorts, Inc. ("North American")
entered into a Recision and Release with American Clinical Labs, Inc.
("American Clinical") to rescind the Agreement and Plan of reorganization
entered into by the parties on September 3, 1996. North American returned the
assets it acquired from American Clinical and American Clinical returned the
41,000,000 shares of North American's common stock with registration rights to
North American. In conjunction with the Recision and Release, Richard J.
Diamond has resigned Director, Vice President and Secretary and Donald R.
Mastropietro has resigned as President, Chief Financial Officer and Treasurer
of North American.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 1996, North American entered into a Recision and
Release with American Clinical to rescind the agreement entered into by the
parties on September 3, 1996. North American returned the assets it acquired
from American Clinical and American Clinical returned the 41,000,000 shares of
North American's common stock to North American. The assets being returned to
American Clinical consist of the following securities issued by EVRO
Corporation ("EVRO"): 18 shares of EVRO's common stock; 3,500 shares of EVRO's
Series E Preferred Stock; 13.44844 shares of EVRO's Series L Preferred Stock;
and promissory notes in the original principal amounts of $239,658.25, and
liabilities and obligations of approximately $283,717. North American has also
issued American Clinical 12,500,000 shares of its restricted common stock in
exchange for funds advanced to North American by American Clinical.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
(a) & (b) The Company intends to file financial statements of North
American, reflecting these transactions required by Item 7(a) and
(b) as soon as practicable.
(c) Exhibits
2.2 Recision and Release Agreement
dated December 1, 1996
99.1 North American press release
dated December 13, 1996
3
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: December 13, 1996
NORTH AMERICAN RESORTS, INC.
By: /s/ Max P. Cawal
----------------------------------
Max P. Cawal
Chief Executive Officer