UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A-1
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --------- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
- --------- OF 1934
For the transition period from ___________ to ___________
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Commission File Number: 0-26760
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North American Resorts, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1286065
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(State of incorporation) (IRS Employer ID Number)
15945 Quality Trail North, Scandia, MN 55073
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(Address of principal executive offices)
(612) 433-3522
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES NO X
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: June 12, 2000: 9,756,300
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Transitional Small Business Disclosure Format (check one): YES NO X
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North American Resorts, Inc.
Form 10-QSB/A-1 for the Quarter ended March 31, 2000
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
Exhibit 23.1 - Consent of Independent Certified Public Accountants 11
This filing includes Exhibit 23.1 - Consent of Independent Certified Public
Accountants for the inclusion by reference to two (2) separate Form S-8
Registration Statements which were filed prior to this amendment and remain open
on behalf of the Company.
2
Part 1 - Item 1 - Financial Statements
North American Resorts, Inc.
Balance Sheets
March 31, 2000 and 1999
(Unaudited)
2000 1999
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ASSETS
------
Current Assets
Cash on hand and in bank $ -- $ --
Net current assets of discontinued operations -- --
----------- -----------
Total current assets -- --
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Other Assets
Organization costs, net of accumulated amortization
of $11,330 and $9,064, respectively -- 2,266
Net other assets of discontinued operations -- --
----------- -----------
Total other assets -- 2,266
----------- -----------
Total Assets $ -- $ 2,266
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LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
----------- -----------
Total current liabilities -- --
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Commitments and Contingencies
Shareholders' Equity
Preferred stock - No par value
50,000,000 shares authorized; -0- and 482,815
shares issued and outstanding, respectively -- 1,741,583
Common stock - $0.001 par value
300,000,000 shares authorized; 105,776,762
and 103,293,947 shares issued and
outstanding, respectively 105,777 103,294
Additional paid-in capital 5,102,937 3,620,237
Accumulated deficit (5,208,714) (5,192,848)
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Total shareholders' equity -- 2,266
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Total Liabilities and Shareholders' Equity $ -- $ 2,266
=========== ===========
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
3
North American Resorts, Inc.
Statements of Operations and Comprehensive Income
Three months ended March 31, 2000 and 1999
(Unaudited)
Three months Three months
ended ended
March 31, March 31,
2000 1999
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Revenues $ -- $ --
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Expenses
Professional fees 13,600 --
Amortization of organization costs 567 566
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Total expenses 14,167 566
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Loss from continuing operations before income taxes (14,167) (566)
Provision for income taxes -- --
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Net Loss (14,167) (566)
Other comprehensive income -- --
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Comprehensive Loss $ (14,167) $ (566)
============= =============
Loss per weighted-average share of
common stock outstanding, calculated
on Net Loss nil nil
============= =============
Weighted-average number of shares
of common stock outstanding 104,670,991 93,166,911
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The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
4
North American Resorts, Inc.
Statements of Cash Flows
Three months ended March 31, 2000 and 1999
(Unaudited)
Three months Three months
ended ended
March 31, March 31,
2000 1999
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Cash Flows from Operating Activities
Net loss $ (14,167) $ (566)
Adjustments to reconcile net loss to
net cash used in operating activities
Issuance of common stock
for payment of professional fees 13,600 --
Depreciation and amortization 567 566
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Net cash used in operating activities -- --
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Cash Flows from Investing Activities -- --
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Cash Flows from Financing Activities -- --
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Increase (Decrease) in Cash -- --
Cash at beginning of period -- --
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Cash at end of period $ -- $ --
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Supplemental disclosure of interest
and income taxes paid
Interest paid for the period $ -- $ --
============= =============
Income taxes for the period $ -- $ --
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The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
5
North American Resorts, Inc.
Notes to Financial Statements
Note A - Organization and Description of Business
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate name to Solomon Trading Company, Limited in July
1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December
1994 and North American Resorts, Inc. in March 1995, respectively.
From 1995 through 1998, the Company was in the business of selling vacations in
Florida and the sale of time share memberships to the Ocean Landings and Cypress
Island Preserve facilities in Florida which were then controlled by the Company
and the operation of Cypress Island Preserve as a tourist destination. During
the fourth quarter of 1998, the Company liquidated its holdings in these
ventures and discontinued all operations.
With the disposition of all operations, the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.
2. Income taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At March 31, 2000 and 1999, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material to the financial
statements, are entirely the result of temporary differences. Temporary
differences represent differences in the recognition of assets and
liabilities for tax and financial reporting purposes, primarily accumulated
depreciation and amortization, allowance for doubtful accounts and vacation
accruals.
The Company has net operating loss carryforwards for income tax purposes of
approximately $900,000. If these carryforwards are not utilized, they will
begin to expire in 2010.
Due to the provisions of Internal Revenue Code Section 338, the Company
will have no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods as a result of
respective changes in control in 2000 and 1999, which involved 50
percentage points or more of the issued and outstanding securities of the
Company.
6
North American Resorts, Inc.
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
3. Earnings (loss) per share
-------------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of March 31, 2000 and 1999, the Company
has no outstanding warrants and options issued and outstanding. Further,
the Company's convertible preferred stock is considered to be anti-dilutive
due to the Company's net operating loss position at March 31, 2000 and
1999, respectively.
Note C - Preferred Stock
As of December 31, 1999, the Company had 482,815 shares of preferred stock
issued and outstanding. For a two (2) year period from the initial issue date of
the preferred stock, these shares were convertible into common shares at the
rate of 10 common shares for each share of preferred. Thereafter, the shares
were convertible at a rate of one (1) share of common for each share of
preferred outstanding.
On March 21, 2000, subsequent to the second anniversary date of the last
issuance of preferred stock, the Company converted 100.0% of the issued and
outstanding preferred stock into 482,815 shares of restricted, unregistered
common stock.
Note D - Common Stock Transactions
In April 1998 and April 2000, respectively, the Company amended its Articles of
Incorporation to allow for the issuance of up to 150,000,000 and 300,000,0000
shares of $0.001 par value common stock. The effect of these amendments are
reflected in the accompanying financial statements as of the first day of the
first period presented.
On March 20, 2000, at the Company's Annual Meeting of Shareholders, a resolution
was approved to authorize the Company's Board of Directors to effect a one (1)
for 1,000 reverse stock split at the discretion of the Board of Directors. As of
March 31, 2000, this action had not been taken by the Company's Board of
Directors.
On February 1, 2000, the Company, in an effort to seek and obtain a suitable
merger or acquisition agreement with an on-going privately owned business,
issued 2,000,000 shares of unregistered, restricted common stock into the escrow
account of the Company's corporate attorney. The attorney is responsible for
securing the Company's books and records, validating the Company's corporate
status, procuring the services of a qualified independent certified accounting
firm to audit the Company's financial statements, facilitate the filing of all
delinquent reports with the US Securities and Exchange Commission and evaluate
potential private companies for either merger or acquisition. The Company's
common stock had an estimated average quoted market price of approximately
$0.0136 per share on the date of the issuance of these shares. Due to the
restricted nature of the shares issued into escrow, the Stock Subscription
Agreement was valued at approximately $0.0068 per share, or approximately
$13,600 in total, as the "fair value" of this transaction.
7
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) General comments
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate name to Solomon Trading Company, Limited in July
1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December
1994 and North American Resorts, Inc. in March 1995, respectively.
From 1995 through 1998, the Company was in the business of selling vacations in
Florida and the sale of time share memberships to the Ocean Landings and Cypress
Island Preserve facilities in Florida which were controlled by the Company and
the operation of Cypress Island Preserve as a tourist destination. During the
fourth quarter of 1998, the Company liquidated its holdings in these ventures
and discontinued all operations.
With the disposition of all operations, the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
(3) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities. Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company is currently seeking a suitable merger or acquisition candidate.
8
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
On February 1, 2000, the Company, in an effort to seek and obtain a
suitable merger or acquisition agreement with an on-going privately owned
business, issued 2,000,000 shares of unregistered, restricted common
stock into the escrow account of the Company's corporate attorney. The
attorney is responsible for securing the Company's books and records,
validating the Company's corporate status, procuring the services of a
qualified independent certified accounting firm to audit the Company's
financial statements, facilitate the filing of all delinquent reports
with the US Securities and Exchange Commission and evaluate potential
private companies for either merger or acquisition. The Company's common
stock had an estimated average quoted market price of approximately
$0.0136 per share on the date of the issuance of these shares. Due to the
restricted nature of the shares issued into escrow, the Stock
Subscription Agreement was valued at approximately $0.0068 per share, or
approximately $13,600 in total, as the "fair value" of this transaction.
On March 21, 2000, subsequent to the second anniversary of their
issuance, the Company converted 100.0% of the issued and outstanding
shares of preferred stock into 482,815 shares of restricted, unregistered
common stock.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
On March 20, 2000, the Company held its Annual (Regular) Meeting of
Shareholders. The following items were submitted to a vote of and approved by
the Company's security holders:
For Against Abstain
---------- ---------- ----------
a) PROPOSAL NO. 1
Amend the Company's Articles
of Incorporation to allow for
the issuance of up to 300,000,000
shares of $0.001 par value common stock 14,417,903 19,500 1,500
b) PROPOSAL NO. 2
Authorize a reverse split at such
ratio as may be determined by
the Board of Directors 14,410,903 22,500 5,500
c) PROPOSAL NO. 3
Elect the following directors
Gregory Johnson 14,429,903 0 9,000
Paula Nichols 14,429,903 0 9,000
Robert Heidmann 14,429,903 0 9,000
d) PROPOSAL NO. 4
Ratification and Approval of the
the Actions of the Board of Directors 14,366,585 7,500 1,500
9
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 23.1 - Consent of Independent Certified Public Accountants
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
North American Resorts, Inc.
July 24 , 2000 /s/ Benjamin E. Traub
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Benjamin E. Traub
President and Director
July 24 , 2000 /s/ Ellen Luthy
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Ellen Luthy
Chief Financial Officer,
Secretary-Treasurer and Director
10