-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TKDcmNKv/S3oJxYCkbEpWjY07ruHE1H1wIdCZ9fWP3Sker5GNHE7UajbUDsXYCIv eQWoTvkHPKaJzWM2DGwKJA== 0000897101-96-000602.txt : 19960809 0000897101-96-000602.hdr.sgml : 19960809 ACCESSION NUMBER: 0000897101-96-000602 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960808 EFFECTIVENESS DATE: 19960827 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN RESORTS INC CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09787 FILM NUMBER: 96606274 BUSINESS ADDRESS: STREET 1: 315 EAST ROBINSON ST CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4078411917 S-8 1 As filed with the Securities and Page 1 of __ pages Exchange Commission on July __, 1996 Reg. No. 0-26760 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 North American Resorts, Inc. (Exact name of Registrant as specified in its charter) Colorado 84-12605 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 315 East Robinson Street, Orlando, Florida 32801 (Address of principal offices, including zip code) P. R. Williams & Associates, Inc. Consulting Agreement Rush Entertainment Corporation Consulting Agreement (Full Title of the Plan) Charles Clayton 527 Marquette Minneapolis, Minnesota 55402 (612) 338-3738 (Name and Address of agent for service) (Telephone number, including area code for agent for service) IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE ========================================================================================================= Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of Class of Securities Registered Offering Aggregate Registration Fee (1) to be Registered Per Share (1) Offering Price - --------------------------------------------------------------------------------------------------------- Common Stock No par value 1,000,000 $.07 $70,000 Preferred Stock No par value 100,000 $.70 $70,000 Total $100.00 (minimum fee) =========================================================== (1) Estimated solely for purposes of calculating registration fee pursuant to Rule 457 based upon the most recent bid price on OTC.
FORM S-8 REGISTRATION STATEMENT FOR 1996 CONSULTANT STOCK GRANT --------------------------------------- PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering shares of common stock, no par value, ("Common Stock") of the Registrant in connection with its 1996 Consultant Stock Plans pursuant to written compensation agreements dated March 15, 1996 and June 1, 1996 (the Plans"). A prospectus containing the information specified in Part I of Form S-8 will be sent or given to consultants as specified by Rule 428(b)(1). Such prospectus is not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's annual report on Form 10-K, for the fiscal year ended December 31, 1995. (b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 1996. (c) [All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of such fiscal year]. (d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4 - DESCRIPTION OF SECURITIES. Not applicable. ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Colorado Corporation Code, Section 7-3-101.5, contains indemnification provisions which permits indemnification by a corporation of any officer, director and affiliated person who was or is a party, or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member, director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. All indemnification must be reported to the shareholders at the next annual meeting. In some instances a court must approve such indemnification. ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8 - EXHIBITS. Reference is made to the Exhibit Index which is included on page __ of this Registration Statement following the Signature Page. ITEM 9 - UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any additional or changed material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be treated as a new registration statement relating to the securities offered herein, and shall treat the offering of such securities at that time as the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. The undersigned registrant undertakes to deliver or cause ot be delivered with the prospectus to each consultant to whom the prospectus is sent or given a copy of the registrant's annual report to stockholders for its last fiscal year, unless such consultant has received a copy of such report, in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the consultant. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the annual report of the registrant for the preceding fiscal year may be delivered, but within such 120- day period the annual report for the last fiscal year will be furnished to each consultant. The undersigned registrant undertakes to transmit or cause to be transmitted to all consultants participating in the plan who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on July ____, 1996. /s/ Brian A. Nelson ------------------------------------- Brian A. Nelson, President & Director /s/ Gary L. Larvinson ------------------------------------- Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each Officer and Director may execute a separate signature page and when all of the separate pages are put together, they shall be construed as one signature page as if all of the Officers and Directors had signed on one page. Dated: July ____, 1996 /s/ Brian A. Nelson - ------------------------------------ Brian A. Nelson, Director /s/ Gary L. Larvinson - ------------------------------------ Gary L. Larvinson, Director - ------------------------------------ Holley A. Rogers, Director - ------------------------------------ Anthony Arrigoni, Director NO SEAL: PROSPECTUS NORTH AMERICAN RESORTS, INC. 1,000,000 Shares of Common Stock 100,000 Shares of Preferred Stock THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus relates to 1,000,000 shares (the Shares) of common stock, and 100,000 shares of Preferred Stock of North American Resorts, Inc. (the Company). The Shares have been issued to consultants (the Selling Shareholders) pursuant to Consulting Agreements. The Selling Shareholders will be offering the Shares for their own respective accounts, and the Company will not receive any part of the proceeds from the sales (see Selling Shareholders). This Prospectus identifies the Selling Shareholders with a current intent to sell, and other Selling Shareholders who hold Shares eligible for sale. Additional Selling Shareholders may be identified by prospectus supplements. The Company has been advised by the Selling Shareholders that there are not any underwriting arrangements with respect to the sale of the Shares. The Shares will be sold from time to time in the over-the-counter market at then prevailing prices or at prices related to the then current market prices or in private transactions at negotiated prices, and brokerage fees may be paid by the Selling Shareholders in connection with any sale. The Selling Shareholders will pay all applicable stock transfer taxes, transfer fees and related fees and expenses. The Company will bear the cost of preparing and filing the Registration Statement and Prospectus and all filing fees and legal and accounting expenses in connection with registration under federal and state securities laws. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (See Risk Factors) The Date of this Prospectus is July 29, 1996 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance with the Act files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission). Such reports, proxy statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place, 14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from such facilities and the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549 at prescribed rates. This Prospectus, which constitutes part of a registration statement filed by the Company with the Commission under the Securities Act of 1934 omits certain of the information contained in the registration statement. Reference is hereby made to the registration statement and to the exhibits relating thereto for further information with respect to the Company and the Shares offered. Statements contained concerning the provisions of documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the Commission. Each statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's annual report on Form 10-K, for the fiscal year ended December 31, 1995. (b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 1996. (c) [All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of such fiscal year]. (d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. THE COMPANY North American Resorts, Inc. was formed in Colorado in 1985 as Gemini Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd., and was changed again in 1994 to The Voyageur First, Inc. The name was changed to its present name on March 30, 1995 after an asset purchase of North American Resorts, Inc. At the time of the purchase the only asset of North American Resorts, Inc. was its business plan, and the Company issued 166,667 shares of its preferred stock for North American Resorts, Inc. The Company became the owner of USA Tourist Service Centers, Inc. as a result of the asset purchase of North American Resorts, Inc. USA Tourist Service Centers, Inc., which began business in 1993, was wholly owned by North American Resorts, Inc. USA Tourist Service Centers, Inc. holds a license as a travel agent, and operates out of its office in Orlando, Florida. USA Tourist Service Centers, Inc. also had filed to become a franchisee, and sold two franchises. The franchises sold were for the state of Minnesota and the state of Ohio, and sold for $50,000 each. The Minnesota franchise should be paid for on June 30, 1996, and Ohio franchise on December 31, 1995. Both franchises will begin operations in 1996, and the Company intends to live up to the franchise agreement in each case. It does not intend to pursue the franchise business further. USA Tourist Service Centers, Inc. is not affiliated in any way with the United States government. North American Resorts, Inc. also held an option to purchase 5 time share units at Ocean Landings in Coco Beach, Florida, which it has now purchased. The Company was activated as a business after the purchase in March, 1995, and has been in the business of selling vacations in Florida since that time. The vacations are mostly in the Orlando, Florida area, and the Company sells rooms in motels, airline tickets and car rentals. The leads for the sales are generated through newspaper advertising from Colorado and Texas and eastward from those states. The newspaper ads describe vacations in Orlando, mostly for 5 days and 4 nights, at a cost at about 40% below the usual advertised cost. The Company is able to sell these services for a lower cost because of the negotiated costs it has with the providers. The motels used by the Company are chain motels in the lower price range, such as Motel 8. USA Tourist Service Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc. North American Resorts, Inc. was also activated in mid 1995 and sells memberships. A member is entitled to an annual pass to Cypress Island animal preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to trade in the week vacation to Interval International and select from other resorts. THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK ASSOCIATED WITH THESE SECURITIES. Prospective investors should, prior to making an investment, carefully consider the following risk factors with respect to the Company and this offering. RISK FACTORS (1) Competition. The business in which the Company is engaged is highly competitive and many of the Company's competitors have substantially greater resources and experience than the Company. (2) No Dividends. The Company has never paid a dividend on its Common Stock, and does not intend to pay dividends in the foreseeable future. It currently intends to retain substantially all future earnings for use in its business. (3) Lack of Operating History and Possibility of Operating Losses. The Company may incur operating losses and no assurance can be given as to the ultimate success or failure of the Company or as to the return, if any, that investors will receive on their investments. Operating losses could be substantial, in which event investors could sustain a total loss of their investment. (4) Market Acceptance. The Company's ability to successfully market its products will depend upon its acceptance by the community. There can be no assurance that the Company will be able to achieve commercial acceptance of its travel business. (5) Broker-Dealer Sales of Company's Registered Securities. The Company's common stock is deemed a "Penny Stock" since the Gross assets are less than $4,000,000 and the net assets are less than $2,000,000. Therefore the SEC imposes additional sales requirements on Broker-Dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worths in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with a spouse). In these transactions, the Broker-Dealer must make a suitability determination and obtain the purchaser's written agreement to the transaction prior to the sale. Consequently, the rules may make it more difficult for the Brokers to sell the securities or for shareholders to sell in a secondary market. THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT AND PROPOSED BUSINESS OF THE COMPANY. MANAGEMENT The executive officers and Directors of the Company are as follows: Name Age Position - ---- --- -------- Brian A. Nelson 40 President/Director Gary A. Larvinson 49 Secretary/Director Holley A. Rogers 56 Director Anthony Arrigoni 32 Director Brian A. Nelson, 40 years of age, the President and a Director. Mr. Nelson has been employed by the Radisson Hotels for more than the past 10 years in a management capacity in Minneapolis, Minnesota. A Director since November, 1994. Gary A. Larvinson, 49 years of age, the Secretary and a Director. Mr. Larvinson has been the proprietor of A Place for everything, a furniture business in Elk River, Minnesota for more than the past five years. A Director since November, 1994. Holley A. Rogers, 56 years of age, a Director. Mr. Rogers has been employed from 1990 to 1991 for Continental Homes in real estate sales, and from June, 1991 to the present at Central Florida Hospital, a division of Central Florida Investment Group, as Marketing Manager. He was in real estate sales and radio sales before the present employment, and is the holder of a Florida real estate license. A Director since May, 1995. Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an Account Executive for Cardservice International from 1990 to 1993, President of Dream Away Travel from March, 1993 to December, 1994 and President of U.S.A. Tourist Services, Inc. from December, 1994 to the present time. A Director since May, 1995. The directors of the Company are elected annually by the shareholders for a term of one year or until their successors are elected and qualified. The officers serve at the pleasure of the Board of Directors. CERTAIN TRANSACTIONS The purchase of all of the outstanding stock of North American Resorts, Inc. in April, 1995 resulted in Anthony Arrigoni and Holley Rogers becoming shareholders of the Company, and both are now Directors of the Company. Mr. Rogers was issued common shares at that time for services rendered and for his expertise as a Director. The purchase of the stock of North American Resorts, Inc. included its subsidiary, USA Tourist Service Centers, Inc. The USA Tourist Service Centers, Inc. provides income to the Company through sales of vacations. USE OF PROCEEDS The Shares will be offered by the Selling Shareholders for their own respective accounts and the Company will not receive any part of the proceeds from the sale. The principal reason for this offering is to allow the Selling Shareholders to offer their Shares pursuant to an effective registration statement as required in certain agreements between the Company and the Selling Shareholders. SELLING SHAREHOLDERS The following table sets forth for each of the Selling Shareholders such person's ownership of shares at June 30, 1996, the number of shares being offered by each person and each person's ownership by number of shares and by percent of total outstanding shares before and after giving effect to the sale of all Shares offered.
Number of Percentage of Percentage after Name Shares owned Shares owned offering - ---- ------------ ------------- ---------------- Ray Rasmussen 1,000,000 shares 5% 5% Toby Investment Group 100,000 preferred 9% 9%
PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market, or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Shares may be sold in one or more of the following ways: (a) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Upon the Company being notified by a Selling Shareholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution, or secondary distribution or a purchase by a broker or dealer, a supplemented prospectus will be filed, if required, pursuant to Rule 424(c) under the Act, disclosing (i) the name of each such Selling Shareholder and of the participating broker-dealer, (ii) the number of shares involved, (iii) the price at which such Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer when applicable, (v) that such broker-dealer did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus and (vi) other facts material to the transaction. The Selling Shareholders will be subject to anti-fraud and anti-market manipulation rules under the Securities Exchange Act of 1934 in connection with this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit the Selling Shareholders from purchasing the Company's common stock while the Shares are being offered pursuant to this Prospectus. The Company has agreed to indemnify the Selling Shareholders and underwriters acting of their behalf against certain liabilities under the Act for material misrepresentations or omissions contained in this Prospectus. The laws of certain states may require that sales of the Shares offered be conducted solely through brokers or dealers registered in those states. DESCRIPTION OF SECURITIES The Company has authorized 100,000,000, no par value, shares of common stock and 50,000,000, no par value, shares of preferred stock. Each holder of common stock has one vote per share on all matters voted upon by the shareholders. The voting rights are noncumulative so that shareholders holding more than 50% of the outstanding shares on common stock are able to elect all members of the Board of Directors. There are no preemptive rights or other rights of subscription. Each share of common stock is entitled to participate equally in dividends as and when declared by the Board of Directors of the Company out of funds legally available, and is entitled to participate equally in the distribution of assets in the event of liquidation. All shares, when issued and fully paid, are nonassessable and are not subject to redemption or conversion and have no conversion rights. The 50,000,000 authorized shares of preferred stock are convertible to common stock of the Company. Each share of preferred stock is convertible into 10 shares of common stock at a price of $.10 per share for two years from the date of issue. If not converted into common shares within two years from the date of issue the preferred share becomes a common share. There are no other preferences. The two years will expire for some of the preferred shares in November, 1996, please see #10 above. There are no dividend rights to the preferred shares. Each preferred share has one vote equal to a share of common stock. There was a meeting of shareholders of the Company on November 7, 1995 where if was resolved that the Company reverse split its common shares 1 for 10, which was effective on December 11, 1995. All share numbers reflect this change. The split did not have any effect on the preferred shares. LEGAL MATTERS Legal matters in connection with this offering of Common Shares will be passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis, Minnesota. EXPERTS The audited financial statements of the Company included in this prospectus have been examined by the accounting firm of Gary A. LaPalme and M. A. Cabera & Company, P.A., as set forth in its report appearing elsewhere herein, and are included in reliance upon such report and upon the authority of such firms as experts in accounting and auditing. EXHIBIT INDEX Exhibit numbers are in accordance with the Exhibit Table in Item 601 of Regulation S-K. Exhibit No. Description Sequential Page No. 4.1 Public Relations Agreement Ray Rasmussen 4.2 Public Relatins Agreement Toby Investment Group 5.1 Opinion Letter EX-4.1 2 PUBLIC RELATIONS AGREEMENT FINANCIAL PUBLIC RELATIONS AGREEMENT WITNESSETH THIS AGREEMENT, made this 19th day of July 1996, by and between RAYMOND H. RASMUSSEN, having his principal office at 545 138th Avenue N.E., Minneapolis, Minnesota (hereinafter "RASMUSSEN") and NORTH AMERICAN RESORTS, INC., located at 315 East Robinson Street, S-190, Orlando, Florida 32801, Telephone (407) 841-1917 (hereinafter referred to as ("CLIENT"). WHEREAS, the CLIENT, a publicly held corporation, desires to retain the services of RASMUSSEN to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant attention to develop and sustain the attention and interest of shareholders and other members of the investment and financial community; and WHEREAS, RASMUSSEN will provide such professional services for the consideration as stated herein; NOW, THEREFORE, the parties hereby agree as follows: 1. RETENTION: CLIENT retains RASMUSSEN to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant diligence to develop and sustain the attention and interest of shareholders and other members of the investment and financial community. Such services would include, as necessary and authorized by the CLIENT: a) press relations, releases and conferences; b) financial advertising; c) fact sheets and brochures prepared and distributed; d) contracts to attract both individual and institutional investors; e) distribution of the CLIENT'S annual, quarterly and other reports; f) such other activities and promotions as shall be agreed upon in order to maintain an active interest and market in the CLIENT'S stock. RASMUSSEN'S services will be performed at his facilities and at such other place as are appropriate and necessary for RASMUSSEN to perform its duties hereunder. 2. TERM OF AGREEMENT: RASMUSSEN'S services shall be available to CLIENT for a One (1) year period commencing on the effective date of this agreement. 3. COMPENSATION: For work to be performed by RASMUSSEN under this Agreement, CLIENT will pay RASMUSSEN a fee as follows: RASMUSSEN agrees to receive payment via the CLIENTS free trading shares or cash, at CLIENTS option. In addition, RASMUSSEN will accept payment via free trading shares for expenses as stated in paragraph 4 and specifically for work desired and if CLIENT so desires, RASMUSSEN will perform additional advertising, design, printing and other services for additional shares. RASMUSSEN shall be paid a monthly fee of Five Thousand ($5,000) Dollars. This fee will be payable beginning the 1st day of August , 1996 and continue to the 1st day of July, 1997. 4. EXPENSES: RASMUSSEN will be solely responsible for all costs, expenses and out-of-pocket disbursements incurred on behalf of the CLIENT, which include, but are not limited to, travel and hotel costs, copywriting, layout, art and Photographic services, mechanical, printing, duplication and reproduction costs, advertising costs, messenger and delivery services, telephone toll charges, fax, postage, newswire, on-line computer news services and any other necessary and incidental expenses. All non-project single item expenses over $200.00 will be submitted to CLIENT in advance for approval. All project expenses will be presented to CLIENT for approval in advance of beginning such projects. All such project expenses are payable by 50% upon CLIENTs approval of such project and 50% upon material completion. 5. PAYMENT: CLIENT agrees to issue 1,000,000 Common Shares and if necessary, CLIENT agrees to immediately file an S-8 with the Securities and Exchange Commission to register the shares. CLIENT agrees to pay all fees and costs within ten (10) days from receipt of all billings by RASMUSSEN. Any payment due hereunder that is not paid as provided for herein shall incur a one and one half (1 1/2%) percent per month late fee. REPRESENTATIONS AND WARRANTIES OF CLIENT 6. REQUIRED REPORTING: The CLIENT will prepare and file all required reports with the Securities and Exchange Commission (the "SEC") and such other necessary and appropriate agencies, and are in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT") and the rules and regulations ("Rules and Regulations") promulgated thereunder, and CLIENT shall deliver to RASMUSSEN and such documents and additional amendments thereto that it shall file, including, but not limited to all amendments, 10K's, 10Q's, 8K's and all other material reports and letters filed with the SEC and the NASD. 7. ACCURACY OF REPORTS. The SEC has not issued any order preventing or suspending the sale of the CLIENT'S Common Stock. CLIENT represents that each filing/report has conformed in all material respects with the requirements of the Act and the applicable rules and regulations promulgated thereunder and to the best of the CLIENT'S knowledge has not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 8. NO DEFAULTS: The CLIENT is not in any default which has not been waived in the performance of any obligation, agreement or condition contained in any security, note or the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or By-Laws of the CLIENT, any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the CLIENT is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, agency or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the CLIENT or its property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not required for the consummation of the transactions herein contemplated. 9. INCORPORATION AND STANDING: The CLIENT is duly incorporated, validly existing and in good standing under the laws of the state or country of its incorporation with authorized and outstanding capital stock as set forth in its SEC filings, and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in its SEC filings; the CLIENT has full power and authority to enter into this Agreement; and the CLIENT is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualifications, if any. 10. LEGALITY OF COMMON STOCK: The outstanding Common Stock of the CLIENT has been duly and validity authorized and issued and is fully paid and non assessable and will conform to all statements with regard thereto contained in its SEC filings. No sales of securities have been made by the CLIENT in violation of the registration provisions of the Securities Act of 1933, as amended. Any Common Stock Purchase Warrants have been duly and validly authorized and, when sold and delivered, will constitute valid and binding obligations of the CLIENT enforceable in accordance with the terms thereof and will conform to all statements with regard thereto contained in any of its SEC filings. 11. LITIGATION: Except as set forth in CLIENT'S SEC filings, there is and shall be no actions, suit or proceeding before any court or governmental agency, authority or body pending or to the knowledge of the CLIENT threatened which might result in judgments against the CLIENT not adequately covered by insurance or which collectively might result in judgments against the CLIENT not adequately covered by insurance or which collectively might result in any material adverse change in the condition (financial or otherwise) of the business or the prospect of the CLIENT or would materially affect the properties or assets of the CLIENT. 12. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT PRACTICES: CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment of any money or gift to any official or other person to influence any act or decision of an official or person to induce such official or person to affect or influence any act or decision in favor of the CLIENT. COVENANTS OF THE CLIENT 13 FINANCIAL STATEMENTS: The CLIENT, at its own expense will prepare, file and update such financial statements and other information as may be required by the SEC or states in which the sale of the CLIENT'S Common Stock may be qualified. During the one (1) year retention period of RASMUSSEN, or any extension thereof, the CLIENT will deliver to RASMUSSEN copies of each annual, quarterly and other reports and documents which the CLIENT shall timely present to its security holders and/or file the SEC and other state governmental authority, within thirty (30) days of the preparation and submission of such documents and reports. 14. COMPLIANCE WITH APPLICABLE LAWS: The CLIENT has complied and will continue to comply with all applicable laws, statutes, rules, regulations and orders relating to the operation of its business and the issuance, sale and market of its securities, which the failure to comply with would result in a material adverse effect on CLIENT'S business or financial condition. 15. APPLICATION TO MOODY'S, STANDARD & POORS, NASD, NASDAQ The CLIENT shall maintain all its current listings on the NASD Bulletin Board or NASDAQ automated quotation system. The CLIENT also agrees to be listed with Moody's and Standard & Poors. As such listings are applicable to CLIENTs ability to trade its stock and comply with blue sky state requirements. 16. OPINION OF COUNSEL: At RASMUSSEN'S option, RASMUSSEN may request a comfort letter from CLIENT'S counsel during the term of this Agreement. 17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to RASMUSSEN a copy of the opinion and audited financial statements rendered to the CLIENT and submitted to the SEC by its retained independent public accountant concerning the examination of the CLIENT'S financial statements and opinion as to their compliance with applicable accounting requirements of the Act and the Rules and Regulations promulgated thereunder and with generally accepted accounting principles, and that such financial statement present fairly the financial position of the CLIENT. At RASMUSSEN'S option, RASMUSSEN may request a comfort letter from CLIENT'S accountant during the term of this Agreement. 18. INDEMNIFICATION: The CLIENT, for good and valuable consideration the receipt of which is hereby acknowledged, undertakes and agrees to indemnify and hold RASMUSSEN harmless from and against and in respect of any liability, damage, loss or expense to RASMUSSEN resulting from (a) the inaccuracy or omission of any information, representation or warranty made to RASMUSSEN and/or contained in any materials distributed and/or advertised to the public and/or filed with any governmental or regulatory authority or agency; (b) any inaccuracy or omission in the financial statements, documents or materials of the CLIENT required to be filed with any governmental or regulatory authority or agency and/or distributed to the public and of shareholder interest; (c) any failure of the CLIENT to discharge any duty or perform any obligation required of it under (i) any rules, statutes and regulations enacted and/or enforced by any governmental or regulatory authority or agency, (ii) any representation, undertaking or warranty set forth in any document or materials distributed to the public and/or filed with any governmental or regulatory authority or agency, (iii) any contract, incident to the CLIENT conducting its current or proposed business activity; or (d) any violation by the CLIENT of any federal, state or local law, ordinance, regulation or order. RASMUSSEN, for good and valuable consideration hereby agrees to indemnify CLIENT from and against and in respect of any misrepresentations made by RASMUSSEN in representing CLIENT, unauthorized or unlawful use of confidential CLIENT information obtained during the course of the Agreement, or any willful misconduct or gross negligence of RASMUSSEN in the performance of its duties under this Agreement. TERMINATION 19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be terminated by RASMUSSEN by notice to the CLIENT in the event that the CLIENT shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the CLIENT to be performed, completed with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by RASMUSSEN in writing. 20. TERMINATION OF AGREEMENT: In the event that RASMUSSEN should withdraw from retention by the CLIENT, any sums that have become due in accordance with this Agreement but have not been paid at the time of withdrawal will be deemed to be for services already rendered and shall be paid immediately by the CLIENT, any sums that have been paid to RASMUSSEN will be deemed earned and for services already performed. The CLIENT shall pay immediately for all unreimbursed changes, costs and expenses paid or incurred by RASMUSSEN prior to the time of withdrawal. If such termination is for non-payment, CLIENT agrees to pay all legal and other collection fees with appropriate interest. MISCELLANEOUS 21. NON-AFFILIATION: Nothing herein shall be construed as creating a relationship of employer-employee, partners, joint ventures or other such or similar relationship between the parties hereto. The parties intend that RASMUSSEN will be an independent contractor and not an employee of CLIENT. Therefore, none of the benefits that may be provided by CLIENT to its employees, including but not limited to workers' compensation insurance, unemployment insurance or fringe benefits, shall be available from CLIENT to RASMUSSEN. Further, RASMUSSEN and CLIENT each understand that it shall be RASMUSSEN'S responsibility to provide for all unemployment and other taxes, including withholding and social security, and all estimated taxes, business licenses and insurance (including but not limited to workers' compensation insurance and public liability insurance) arising out of or relating to this Agreement. RASMUSSEN hereby assumes all risks, burdens and liabilities associated with his status as an independent contractor, including and not limited to liability to their parties for the acts of his employees and agents which buy for this status might otherwise be attributable to CLIENT and/or covered by CLIENT'S insurance carriers. In furtherance of the foregoing, RASMUSSEN agrees that he will not assets or claim that he is not an independent contractor, and will in good faith defend his status as such. 23. CONFIDENTIALITY: In the course of the performance of RASMUSSEN'S duties, it is expected that RASMUSSEN will receive information which may be considered material inside information. RASMUSSEN will not disclose that information to others except as authorized by CLIENT and necessary in order for RASMUSSEN to perform its duties and comply with such federal, state and municipal laws, rules and regulations or other regulatory body. RASMUSSEN agrees to the following definitions: a) RASMUSSEN shall only distribute materials that have been approved by CLIENT prior to distribution. b) RASMUSSEN may employe sub-contractors to assist in his duties, however, RASMUSSEN will be held responsible for all materials distributed. c) RASMUSSEN hereby agrees that he or his sub-contractors will not distribute misleading information, make false statements or in any way deviate from standard practices as it relates to information distributed under the laws and regulations of the United States or State securities laws. RASMUSSEN hereby represents that he is familiar with the laws, rules and regulations and will conduct his efforts within the guidelines of those rules and laws. d) RASMUSSEN understands and agrees that any deviation from the accepted practices as it relates to promotion for a public company, and misrepresentation or mailing of false or misleading information regarding CLIENT will be grounds for immediate termination of this Agreement. 23. COOPERATION, DILIGENCE, DISCLOSURE AND DISCLAIMER OR WARRANTY: The CLIENT acknowledges and agrees that a great deal of time, cooperation, diligence and disclosure is necessary in order for RASMUSSEN to perform its duties as contemplated herein. The CLIENT acknowledges and agrees that no representation or warranty concerning the successful outcome of any proposal or recommendation is or can be made. CLIENT acknowledges and understands that this is expressly true when approval of a governmental or regulatory authority or agency is needed in order for CLIENT to effect a proposed course of business which includes the possible intervention and institution by any governmental or regulatory authority or agency of any proceedings into the activities of the CLIENT or its principals. All statements of RASMUSSEN concerning any and all matters contemplated herein are statements of opinion only. 24. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE ACTS OF A FINDER, UNDERWRITER, BROKER, DEALER OR PROMOTER: The CLIENT acknowledges and agrees that no representations or warranty has been made by RASMUSSEN, associates, affiliates or any other person as to the successful outcome of any media, financial plan, private or public financing or other business plans put forth by RASMUSSEN, its affiliates or associates. The CLIENT further acknowledges and agrees that RASMUSSEN, its affiliates and/or associates. have not, and will not act or be considered to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities, either in private or public transactions. CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to RASMUSSEN, or its affiliates and/or associates to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities. 25. RIGHTS AND REMEDIES UPON DEFAULT: Upon the occurrence of any event of default, and any time thereafter, RASMUSSEN shall have all the rights and remedies provided in this Agreement, and any other writing executed by the parties, and as may be provided and allowed in law. RASMUSSEN shall not be deemed to have waived any of its rights and remedies unless such waiver is in writing and signed by the parties hereto. A waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. No delay or omission on RASMUSSEN'S part in exercising any right shall operate as a waiver of that right or any other right. 26. ENTIRE UNDERSTANDING: This Agreement contains the entire understanding between the parties and may not be modified except in writing and signed by the parties hereto. 27. NOTICES: All notices required under this Agreement shall be sent by registered or certified mail, return receipt requested, addressed as set forth herein or to such other address as the parties may have notice. 28. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota and to which jurisdiction the parties hereto consent for the adjudication of all disputes. 29. SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, then only that portion is void and shall not affect or impair, in any was, the validity, legality, or enforceability of the remainder of this Agreement. 30. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to be effective as of the date first above written. /s/ Raymond H. Rasmussen RAYMOND H. RASMUSSEN By its ______________________________ /s/ (Signature Illegible) NORTH AMERICAN RESORTS, INC. /s/ (Signature Illegible) By its ______________________________ CLIENT Initial (Illegible) EX-4.2 3 PUBLIC RELATIONS AGREEMENT FINANCIAL PUBLIC RELATIONS AGREEMENT WITNESSETH THIS AGREEMENT, made this 19th day of July 1996, by and between TOBY INVESTMENT GROUP, having his principal office at 248 State Highway 79, Wickatunk, N.J. 07765-0037 (hereinafter "TOBY") and NORTH AMERICAN RESORTS, INC., located at 315 East Robinson Street, S-190, Orlando, Florida 32801, Telephone (407) 841-1917 (hereinafter referred to as ("CLIENT"). WHEREAS, the CLIENT, a publicly held corporation, desires to retain the services of TOBY to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant attention to develop and sustain the attention and interest of shareholders and other members of the investment and financial community; and WHEREAS, TOBY will provide such professional services for the consideration as stated herein; NOW THEREFORE, the parties hereby agree as follows: 1. RETENTION: CLIENT retains TOBY to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant diligence to develop and sustain the attention and interest of shareholders and other members of the investment and financial community. Such services would include, as necessary and authorized by the CLIENT: a) press relations, releases and conferences; b) financial advertising; c) fact sheets and brochures prepared and distributed; d) contacts to attract both individual and institutional investors; e) distribution of the CLIENT'S annual, quarterly and other reports; f) such other activities and promotions as shall be agreed upon in order to maintain an active interest and market in the CLIENT'S stock. TOBY'S services will be performed at his facilities and at such other place as are appropriate and necessary for TOBY to perform its duties hereunder. 2. TERM OF AGREEMENT: TOBY'S services shall be available to CLIENT for a One (1) year period commencing on the effective date of this agreement. 3. COMPENSATION: For work to be performed by TOBY under this Agreement, CLIENT will pay TOBY a fee as follows: TOBY agrees to receive payment via the CLIENTS free trading shares or cash, at CLIENTS option. In addition, TOBY will will accept payment via free trading shares for expenses as stated in paragraph 4 and specifically for work desired and if CLIENT so desires, TOBY will perform additional advertising, design, printing and other services for additional shares. 4. EXPENSES: TOBY will be solely responsible for all costs, expenses and out-of-pocket disbursements incurred on behalf of the CLIENT, which include, but are not limited to, travel and hotel costs, copywriting, layout, messenger and delivery services, telephone toll charges, fax, on-line computer news services and any other necessary and incidental expenses. All non-project single item expenses over $200.00 will be submitted to CLIENT in advance for approval. All project expenses will be presented to CLIENT for approval in advance of beginning such projects. All such project expenses are payable by 50% upon CLIENT'S approval of such project and 50% upon material completion. 5. PAYMENT: CLIENT agrees to issue 100,000 Convertible Preferred Shares and CLIENT agrees to immediately file an S-8 with the Securities and Exchange Commission to register the shares. CLIENT agrees to pay all fees and costs within ten (10) days from receipt of all billings by TOBY. Any payment due hereunder that is not paid as provided for herein shall incur a one and one-half (1-1/2 %) percent per month late fee. 50,000 Preferred Shares are to be issued immediately and 50,000 within 30 days. REPRESENTATIONS AND WARRANTIES OF CLIENT 6. REQUIRED REPORTING: The CLIENT will prepare and file all required reports with the Securities and Exchange Commission (the "SEC") and such other necessary and appropriate agencies, and are in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT") and the rules and regulations ("Rules and Regulations") promulgated thereunder, and CLIENT shall deliver to TOBY and such documents and additional amendments thereto that it shall file, including, but not limited to all amendments, 10K's, 10Q's, 8K's and all other material reports and letters filed with the SEC and the NASD. 7. ACCURACY OF REPORTS: The SEC has not issued any order preventing or suspending the sale of the CLIENT'S Common Stock. CLIENT represents that each filing/report has conformed in all material respects with the requirements of the Act and the applicable rules and regulations promulgated thereunder and to the best of the CLIENT'S knowledge has not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 8. NO DEFAULTS: The CLIENT is not in any default which has not been waived in the performance of any obligation, agreement or condition contained in any security, note or the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or By-Laws of the CLIENT, any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the CLIENT is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, agency or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the CLIENT or its property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not required for the consummation of the transactions herein contemplated. 9. INCORPORATION AND STANDING: The CLIENT is duly incorporated, validly existing and in good standing under the laws of the state or country of its incorporation with authorized and outstanding capital stock as set forth in its SEC filings, and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in its SEC filings; the CLIENT has full power and authority to enter into this Agreement; and the CLIENT is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualifications, if any. 10. LEGALITY OF COMMON STOCK: The outstanding Common Stock of the CLIENT has been duly and validly authorized and issued and is fully paid and non-assessable and will conform to all statements with regard thereto contained in its SEC filings. No sales of securities have been made by the CLIENT in violation of the registration provisions of the Securities Act of 1933, as amended. Any Common Stock Purchase Warrants have been duly and validly authorized and, when sold and delivered, will constitute valid and binding obligations of the CLIENT enforceable in accordance with the terms thereof and will conform to all statements with regard thereto contained in any of its SEC filings. 11. LITIGATION: Except as set forth in CLIENT'S SEC filings, there is and shall be no actions, suit or proceeding before any court or governmental agency, authority or body pending or to the knowledge of the CLIENT threatened which might result in judgments against the CLIENT not adequately covered by insurance or which collectively might result in judgments against the CLIENT not adequately covered by insurance or which collectively might result in any material adverse change in the condition (financial or otherwise) of the business or the prospect of the CLIENT, or would materially affect the properties or assets of the CLIENT. 12. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT PRACTICES: CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment of any money or gift to any official or other person to influence any act or decision of an official or person to induce such official or person to affect or influence any act or decision in favor of the CLIENT. COVENANTS OF THE CLIENT 13. FINANCIAL STATEMENTS: The CLIENT, at its own expense will prepare, file and update such financial statements and other information as may be required by the SEC or states in which the sale of the CLIENT'S Common Stock may be qualified. During the one (1) year retention period of TOBY, or any extension thereof, the CLIENT will deliver to TOBY copies of each annual, quarterly and other reports and documents which the CLIENT shall timely present to its security holders and/or file the SEC and other state governmental authority, within thirty (30) days of the preparation and submission of such documents and reports. 14. COMPLIANCE WITH APPLICABLE LAWS: The CLIENT has complied and will continue to comply with all applicable laws, statutes, rules, regulations and orders relating to the operation of its business and the issuance, sale and market of its securities, which the failure to comply with would result in a material adverse effect on CLIENT'S business or financial condition. 15. APPLICATION TO MOODY'S, STANDARD & POORS, NASD, NASDAQ: The CLIENT shall maintain all its current listings on the NASD Bulletin Board or NASDAQ automated quotation system. The CLIENT also agrees to be listed with Moody's and Standard & Poors. As such listings are applicable to CLIENTS ability to trade its stock and comply with blue sky state requirements. 16. OPINION OF COUNSEL: At TOBY'S option, TOBY may request a comfort letter from CLIENT'S counsel during the term of this Agreement. 17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to TOBY a copy of the opinion and audited financial statements rendered to the CLIENT and submitted to the SEC by its retained independent public accountant concerning the examination of the CLIENT'S financial statements and opinion as to their compliance with applicable accounting requirements of the Act and the Rules and Regulations promulgated thereunder and with generally accepted accounting principles, and that such financial statement present fairly the financial position of the CLIENT. At TOBY'S option, TOBY may request a comfort letter from CLIENT'S accountant during the term of this Agreement. 18. INDEMNIFICATION: The CLIENT, for good and valuable consideration the receipt of which is hereby acknowledged, undertakes and agrees to indemnify and hold TOBY harmless from and against and in respect of any liability, damage, loss or expense to TOBY resulting from (a) the inaccuracy or omission of any information, representation or warranty made to TOBY and/or contained in any materials distributed and/or advertised to the public an/or filed with any governmental or regulatory authority or agency; (b) any inaccuracy or omission in the financial statements, documents or materials of the CLIENT required to be filed with any governmental or regulatory authority or agency and/or distributed to the public and of shareholder interest; (c) any failure of the CLIENT to discharge any duty or perform any obligation required of it under (i) any rules, statutes and regulations enacted and/or enforced by any governmental or regulatory authority or agency, (ii) any representation, undertaking or warranty set forth in any document or materials distributed to the public and/or filed with any governmental or regulatory authority or agency, (iii) any contract incident to the CLIENT conducting its current or proposed business activity; or (d) any violation by the CLIENT of any federal, state or local law, ordinance, regulation or order. TOBY, for good and valuable consideration hereby agrees to indemnify CLIENT from and against and in respect of any misrepresentations made by TOBY in representing CLIENT, unauthorized or unlawful use of confidential CLIENT information obtained during the course of this Agreement, or any willful misconduct or gross negligence of TOBY in the performance of its duties under this Agreement. TERMINATION 19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be terminated by TOBY by notice to the CLIENT in the event that the CLIENT shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the CLIENT to be performed, completed with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by TOBY in writing. 20. TERMINATION OF AGREEMENT: In the event that TOBY should withdraw from retention by the CLIENT, any sums that have become due in accordance with this Agreement but have not been paid at the time of withdrawal will be deemed to be for services already rendered and shall be paid immediately by the CLIENT, any sums that have been paid to TOBY will be deemed earned and for services already performed. The CLIENT shall pay immediately for all unreimbursed changes, costs and expenses paid or incurred by TOBY prior to the time of withdrawal. If such termination is for non-payment, CLIENT agrees to pay all legal and other collection fees with appropriate interest. MISCELLANEOUS 21. NON-AFFILIATION: Nothing herein shall be construed as creating a relationship of employer-employee, partners, joint ventures or other such or similar relationship between the parties hereto. The parties intend that TOBY will be an independent contractor and not an employee of CLIENT. Therefore, none of the benefits that may be provided by CLIENT to its employees, including but not limited to workers' compensation insurance, unemployment insurance or fringe benefits, shall be available from CLIENT to TOBY. Further, TOBY and CLIENT each understand that it shall be TOBY'S responsibility to provide for all unemployment and other taxes, including withholding and social security, and all estimated taxes, business licenses and insurance (including but not limited to workers' compensation insurance and public liability insurance) arising out of or relating to this Agreement. TOBY hereby assumes all risks, burdens and liabilities associated with his status as an independent contractor, including and not limited to liability to their parties for the acts of his employees and agents which buy for this status might otherwise be attributable to CLIENT and/or covered by CLIENT'S insurance carriers. In furtherance of the foregoing, TOBY agrees that he will not assets or claim that he is not an independent contractor, and will in good faith defend his status as such. 22. CONFIDENTIALITY: In the course of the performance of TOBY'S duties, it is expected that TOBY will receive information which may be considered material inside information. TOBY will not disclose that information to others except as authorized by CLIENT and necessary in order for TOBY to perform its duties and comply with such federal, state and municipal laws, rules and regulations or other regulatory body. TOBY agrees to the following definitions: A) TOBY shall only distribute materials that have been approved by CLIENT prior to distribution. B) TOBY may employ sub-contractors to assist in his duties, however, TOBY will be held responsible for all materials distributed. C) TOBY hereby agrees that he or his sub-contractors will not distribute misleading information, make false statements or in any way deviate from standard practices as it relates to information distributed under the laws and regulations of the United States or state securities laws. TOBY hereby represents that he is familiar with the laws, rules and regulations and will conduct his efforts within the guidelines of those rules and laws. D) TOBY understands and agrees that any deviation from the accepted practices as it relates to promotion for a public company, and misrepresentation or mailing of false or misleading information regarding CLIENT will be grounds for immediate termination of this Agreement. 23. COOPERATION, DILIGENCE, DISCLOSURE AND DISCLAIMER OR WARRANTY: The CLIENT acknowledges and agrees that a great deal of time, cooperation, diligence and disclosure is necessary in order for TOBY to perform its duties as contemplated herein. The CLIENT acknowledges and agrees that no representation or warranty concerning the successful outcome of any proposal or recommendation is or can be made. CLIENT acknowledges and understands that this is expressly true when approval of a governmental or regulatory authority or agency is needed in order for CLIENT to effect a proposed course of business which includes the possible intervention and institution by any governmental or regulatory authority or agency of any proceedings into the activities of the CLIENT or its principals. All statements of TOBY concerning any and all matters contemplated herein are statements of opinion only. 24. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE ACTS OF A FINDER, UNDERWRITER, BROKER, DEALER OR PROMOTER. The CLIENT acknowledges and agrees that no representations or warranty has been made by TOBY, associates, affiliates or any other person as to the successful outcome of any media, financial plan, private or public financing or other business plans put forth by TOBY, its affiliates or associates. The CLIENT further acknowledges and agrees that TOBY, its affiliates and/or associates have not, and will not act or be considered to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities, either in private or public transactions. CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to TOBY, or its affiliates and/or associates to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities. 25. RIGHTS AND REMEDIES UPON DEFAULT: Upon the occurrence of any event of default, and any time thereafter. TOBY shall have all the rights and remedies provided in this Agreement, and any other writing executed by the parties, and as may be provided and allowed in law. TOBY shall not be deemed to have waived any of its rights and remedies unless such waiver is in writing and signed by the parties hereto. A waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. No delay or omission on TOBY'S part in exercising any right shall operate as a waiver of that right or any other right. 26. ENTIRE UNDERSTANDING: This Agreement contains the entire understanding between the parties and may not be modified except in writing and signed by the parties hereto. 27. NOTICES: All notices required under this Agreement shall be sent by registered or certified mail, return receipt requested, addressed as set forth herein or to such other address as the parties may have notice. 28. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and to which jurisdiction the parties hereto consent for the adjudication of all disputes. 29. SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, then only that portion is void and shall not affect or impair, in any way, the validity, legality, or enforceability of the remainder of this Agreement. 30. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to be effective as of the date first above written. /s/ Barry Feck TOBY INVESTMENT GROUP By its General Partner /s/ Brian A. Nelson NORTH AMERICAN RESORTS, INC. By its President CLIENT Initial ______ EX-5.1 4 OPINION LETTER July 29, 1996 North American Resorts, Inc. 315 East Robinson Street Orlando, Florida 32801 Gentlemen: I have acted as counsel for the company in connection with the preparation of the Registration Statement, and based on this, I am of the opinion that: 1. The company is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Colorado, with corporate authority to conduct the business in which it is now engaged, and as described in the Registration Statement. 2. There is not pending, or to the knowledge of counsel, threatened, any action, suit, or proceeding before or by any court or governmental agency or body to which the company is a party, or to which any property of the company is subject, and which, in the opinion of counsel, could result in a material adverse change in the business, business prospects, financial position or results or operations, present or prospective, of the company or of its properties or assets. 3. There is no liquidation preference for any shareholder, common or preferred, all have the same standing in regard to liquidation. Cordially, /s/ Charles Clayton Charles Clayton -----END PRIVACY-ENHANCED MESSAGE-----