-----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, CQ3maavKgCxrOncvv1CKAZAmSkYrThNK0yIQ2RD29mF4irw5O5Kf7h2ew7Mt4o7G Qy8h2G0dNbO/a9ju9lcWlw== 0000897101-97-000441.txt : 19970417 0000897101-97-000441.hdr.sgml : 19970417 ACCESSION NUMBER: 0000897101-97-000441 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970416 EFFECTIVENESS DATE: 19970416 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: 333-25251 FILM NUMBER: 97581788 BUSINESS ADDRESS: STREET 1: 301 E HILLCREST STREET 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 April __, 1997 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.) 301 East Hillcrest, Orlando, Florida 32801 (Address of principal offices, including zip code) Tom Arrigoni Consulting Agreement Patrick Tierney Consulting Agreement H. C. Stone & Associates (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 Price Aggregate of Registration Fee(1) to be Registered Per Share(1) Offering Price(1) - --------------------------------------------------------------------------------------------------------------- Common Stock No par value 6,600,000 $.02 $132,000 $47.14 Total $100.00 =============================================================================================================== (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 April 2, 1997, November 1, 1996 and December 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 September 30, 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 Orlando, State of Florida on April 8, 1996. _____/s/_______________________________ Max P. Cawal, Chief Executive Officer & Director _____/s/_______________________________ Anthony Arrigoni, 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: April 8, 1997 _____/s/____________________________ Max P. Cawal, Director _____/s/____________________________ Anthony Arrigoni, Director NO SEAL: 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 Consulting Agreement Patrick Tierney 4.2 Consulting Agreement Tom Arrigoni (previously filed) 4.3 Consulting Agreement with H. C. Stone & Associates 5.1 Opinion Letter PROSPECTUS NORTH AMERICAN RESORTS, INC. 6,600,000 Shares of Common 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 6,600,000 shares (the Shares) of common 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 Shareholder 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 April 9, 1997 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 September 30, 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. North American Resorts, Inc. ran short of cash in the summer of 1996 and ceased sales. There was an Agreement and Plan of Reorganization entered into with American Clinical Labs, Inc. on September 3, 1996 in an attempt to cure the shortage of cash to operate. This did not work and the parties entered into a Recision and Release on December 1, 1996, the result of which is that the Company returned the assets to American Clinical Labs, Inc. and American Clinical Labs, Inc. returned its shares to the Company with the exception of 12,500,000 shares of restricted common stock of the Company in exchanged for funds advanced by American Clinical Labs. 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 - ---- --- -------- Max P. Cawal 40 Chief Executive Officer/Director Anthony Arrigoni 32 Chief Financial Officer/Director Max P. Cawal, 40 years of age, the Chief Executive Officer and a Director. Mr. Cawal was President of Peak Development Company and Executive Vice President of Peak Resorts International from 1990 to 1995. He has been a financial consultant and a director of EVRO Corporation a publicly held company since 1996. 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 becoming a shareholder of the Company, and he is now a Director of the Company. 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 October 31, 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 - ---- ------------ ------------ -------- Tom Arrigoni 2,400,000 shares 4.0% 3.6% Patrick Tierney 2,400,000 shares 4.0% 3.6% H. C. Stone & Associates 1,800,000 shares 3.0 2.7% 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. EX-4.1 2 CONSULTING AGREEMENT CONSULTING AGREEMENT BETWEEN PATRICK K. TIERNEY AND NORTH AMERICAN RESORTS, INC. This Agreement entered into on this 1st day of November, 1996 by and between North American Resorts, Inc, a Colorado Corporation [hereinafter referred to as "NARI"] and Patrick K. Tierney [hereinafter referred to as the "CONSULTANT"] NARI and CONSULTANT collectively hereinafter referred to as the PARTIES. WITNESSETH WHEREAS, NARI is a corporation engaged in business and is in need of consulting in the form of Public Relations, and other transactions; WHEREAS, the CONSULTANT is engaged in consulting of this nature, consultant is interested in providing NARI with consulting services; and WHEREAS, NARI wishes to engage CONSULTANT to provide services NOW THEREFORE, in consideration of the mutual promises, covenants and undertakings herein contained, the PARTIES agree as follows; 1. NARI, agrees to retain CONSULTANT as an independent contractor, and not as an employee of NARI, to provide consulting for a maximum period of one [1] year commencing with the effective date of this Consulting Agreement and terminating on November 1, 1997; unless terminated earlier in accordance with the terms of this Agreement. This Consulting Agreement will continue on a month to month basis unless terminated in writing. 2. It is understood and agreed that the CONSULTANT shall render such consulting services as requested by NARI without limitation, originating support among the brokerage community, preparing press releases and taking calls from shareholders and prospective investors, the preparation of a due diligence package to be mailed to all interested parties, and other services as may be requested by NARI from time to time. 3. NARI shall upon signing this Consulting Agreement, issue 2,400,000 shares of common stock to the CONSULTANT. NARI shall agree to immediately file a S-8 with the Securities and Exchange Commission to register the said shares. 4. In the vent any one or more of the provisions contained in this Consulting Agreement shall, for any reason, be expressly held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provisions of this Consulting Agreement, and this Consulting Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 5. This Consulting Agreement shall be binding on CONSULTANT's heirs, legal representatives and assigns, and shall inure to the benefit of any successors and assigns of NARI. 6. Any waiver of right under or breach of a provision of this Consulting Agreement shall not be a waiver of any other rights or subsequent breach of the same or other provisions of this Consulting Agreement. 7. This Consulting Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Florida. 8. This Consulting Agreement supersedes all previous agreements between the PARTIES with respect to the matter hereof. This Consulting Agreement constitutes the entire Agreement between the PARTIES hereto and there are no understandings, representations or warranties of any kind whatsoever except as herein set forth. IN WITNESS WHEREOF, the PARTIES hereto have executed this Consulting Agreement to be effective as of the date written above. CONSULTANT NORTH AMERICAN RESORTS, INC __________________________________ ___________________________________ Patrick K. Tierney By ___________________________________ Title EX-4.3 3 CONSULTING AGREEMENT H. C. STONE & ASSOCIATES CONSULTING AGREEMENT THIS CONSULTING AGREEMENT made this 1st day of December, 1996; by and between: H.C. STONE & ASSOCIATES 405 Douglas Avenue, Suite #2305 Altamonte Springs, Florida 32714 Telephone : [407] 869-8447 a Florida Corporation [hereinafter referred to as "HCS"], and : NORTH AMERICAN RESORTS, INC 301 East Hillcrest Street Orlando, Florida 32801 Telephone : [407] 841-1917 a Colorado Corporation [hereinafter referred to as the "COMPANY"], collectively HCS and the COMPANY hereinafter referred to as "the parties". WITNESSETH WHEREAS, HCS is an investor relations, direct marketing, publishing, public relations, and advertising firm with expertise in the dissemination of information about private and publicly traded companies; and is in the business of providing investor relations services, public relations services, publishing, advertising services, fulfillment services, marketing of business formats and opportunities, financing arrangements, private placements and other related programs, services and products; and WHEREAS, the COMPANY is publicly held with its common stock trading on one or more stock exchanges and/or over-the-counter; or the COMPANY desires to become a publicly held company with its common stock trading on one or more stock exchanges and/or over-the-counter; and WHEREAS, the COMPANY desires to publicize itself with the intention of making its business better known to its shareholders, investors, brokerage houses, potential investors, or shareholders and various media; and WHEREAS, HCS is willing to accept the COMPANY as a client; and WHEREAS, the COMPANY requires investor relations services and desires to employ and/or retain HCS to provide such services as an independent contractor, and HCS is agreeable to such a relationship and/or arrangement, and the parties desire a written document to formalizing and defining their relationship and evidencing the terms of their Agreement; THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, it is agreed as follows; DEFINITIONS AND INTERPRETATIONS 1. CAPTIONS AND SECTION NUMBERS The headings and section references to this Consulting Agreement are for convenience of reference only and do not form a part of this Consulting Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Consulting Agreement or any provision thereof. 2. EXTENDED MEANINGS The words "hereof", "herein", "hereunder", "hereto" and similar expressions used in any clause, paragraph or section of this Consulting Agreement and any Addendum's and/or Exhibits attached to this Consulting Agreement will relate to the whole of this Consulting Agreement including any attached Addendums and/or Exhibits and not to that clause, paragraph or section only, unless otherwise expressly provided. 3. NUMBER AND GENDER In this Consulting Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include plural, and vice versa. 4. SECTION REFERENCES AND SCHEDULES Any reference to a particular "article", "section", "paragraph" or other subdivision of this Consulting Agreement and any reference to a schedule, exhibit or addendum by name, number, and/or letter will mean the appropriate schedule, exhibit or addendum attached to this Consulting Agreement and by such reference is incorporated into and made part of this Consulting Agreement. AGREEMENT 5. APPOINTMENT The COMPANY hereby appoints and engages HCS as its investor relations counsel and hereby retains and employs HCS upon the terms and conditions of this Consulting Agreement. HCS accepts such appointment and agrees to perform the services upon the terms and conditions of said Consulting Agreement. 6. ENGAGEMENT The COMPANY engages HCS to publicize the COMPANY to brokers, prospective investors and shareholders and as further described below and subject to further provisions of this Consulting Agreement. HCS hereby accepts said engagement and the COMPANY as a client, and agrees to publicize the COMPANY as further described below and subject to the further provisions of this Consulting Agreement. 7. AUTHORITY AND DESCRIPTION OF SERVICES During the term of this Consulting Agreement HCS shall furnish various professional services and advice as specifically requested by T. ARRIGONI, who is an authorized representative of the COMPANY, and holds the position of SENIOR CONSULTANT, with the COMPANY. Said professional services and advice shall relate to those services and advice shall relate to those services, items and/or subjects described in Addendum "A", which is attached hereto and made apart hereof by this reference, and/or as follows; a. HCS shall act, generally, as corporate investor relations counsel, essentially acting [1] as liaison between the COMPANY and its shareholders; [2] as advisor to the COMPANY with respect to existing and potential market makers, broker-dealers, underwriters, and investors as well as being the liaison between the COMPANY and such persons; and [3] as advisor to the COMPANY with respect to communications and information, which may include, but is not necessarily limited to, preparation of one page magazine advertorial, writing a corporate profile, preparation of a research report, planning, developing, designing, organizing, writing and distributing such communications and information. b. HCS shall assist in establishing, and advise the COMPANY with respect to interviews of the COMPANY Officers by the financial media, interviews of the COMPANY Officers by analysts, market makers, broker-dealers, and other members of the financial community. c. HCS shall seek to make the COMPANY, its management, its products, and its financial situation and prospects, known to the financial media, financial publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors, and other members of the financial community as well as the public generally. d. HCS in providing the foregoing services, shall be responsible for all costs of providing the services, including, but not limited to, out of pocket expenses for postage, delivery service [e. g. Federal Express], telephone charges, compensation to third party vendors, copywriters, staff writers, art and graphic personnel, subcontractors, printing, etc. e. HCS'S compensation under this Consulting Agreement shall be deemed to include the above mentioned costs and expenses, unless otherwise expressly provided herein. f. Marketing Program: Including but not necessarily limited to, the following components; i] HCS reviews and analyzes all aspects of the COMPANY'S goals and makes recommendations on feasibility and achievement of desired goals. ii] HCS provides through their network, firms and brokers interested in participating and schedules and conducts the necessary due diligence and obtains the required approvals necessary for those firms to participate. HCS interviews and makes determinations on any firms or brokers referred by the COMPANY with regard to their participation. iii] HCS shall be available to the COMPANY to field calls from the firms and brokers inquiring about the COMPANY. 8. TERM OF AGREEMENT This Agreement shall become effective upon full execution hereof and shall continue thereafter and remain in effect for a period of one [1] year and/or in the case of specific services as described in Addendum "A" attached hereto, until such time as such matters are finalized to the satisfaction of both the COMPANY and HCS. It is expressly acknowledged and agreed by and between the parities hereto that HCS shall not be obligated to provide any services and/or perform any work related to this Consulting Agreement until such time any agrees and/or specific retainer [deposit, initial fee, down-payment] in U. S. funds, and/or other specified and/or agreed valuable consideration, has been received by HCS. 9. WHERE SERVICES SHALL BE PERFORMED HCS services shall be performed at the main location of HCS, or other such designated location[s] as HCS and the COMPANY agree are the most advantageous for the work to be performed. 10. LIMITATIONS ON SERVICES. The parties hereto recognize that certain responsibilities and obligations are imposed by Federal and State Securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in-house "due diligence" or "compliance" departments of brokerage houses, etc. Accordingly, HCS agrees as follows: a. HCS shall NOT release any financial or other information or data about the COMPANY without the consent or approval of the COMPANY. b. HCS shall NOT conduct any meetings with financial analysts without informing the COMPANY in advance of any proposed meeting, the format or agenda of such meeting and the COMPANY may elect to have a representative of the COMPANY attend such a meeting. c. HCS shall NOT release any information or data about the COMPANY to any selected or limited person[s], entity, or group if HCS is aware that such information or data has not been generally released or promulgated and the COMPANY requests in writing that said information or data is not to be so released or promulgated. d. After notice by the COMPANY of filing for a proposed public offering of securities of the COMPANY, and during any period of restriction on publicity. HCS shall not engage in any public relations efforts not in the normal course without approval of the COMPANY and of counsel for the underwriter[s], if any. 11. DUTIES OF THE COMPANY a. The COMPANY shall supply HCS, on a regular and timely basis with all approved data and information about the COMPANY, its management, its products, and its operations and the COMPANY shall be responsible for advising HCS of any facts which would affect the accuracy of any prior data and information previously supplied to HCS so that HCS may take corrective action. b. The COMPANY shall promptly supply HCS, with full and complete copies of all filings with all Federal and State Security agencies; with full and complete copies of all shareholder reports and communications whether or not prepared with the assistance of HCS; with all data and information supplied to any analyst, broker-dealer, market maker, or other member of the financial community; and with all product/services brochures, sales materials, etc. The COMPANY shall supply to HCS, within fifteen [15] days of executing, this Consulting Agreement, with a list of all stockbrokers and market makers active in the stock of the COMPANY , and a complete list of all its shareholders on 3-1/2 inch computer disk in ASCH delimited format. c. HCS reports are not intended to be used in the offering of Securities. Accordingly, clients must agree to each of the points listed below and to indemnify HCS for any breach of the representations and covenants: i. The COMPANY is not presently in a private public offering of Securities, including S-8 or Regulation S, or including any continuing distribution, whether or not exempt, that will not be included prior to the issuance of a HCS research report on the COMPANY, and the COMPANY has no intention of making such an offering during the initial term of this Consulting Agreement. An "evergreen" prospectus for employee stock option and other plans will not preclude issuance of HCS research reports. ii. The COMPANY will notify HCS in writing a minimum of thirty [30] days prior to making any private offering of Securities, including but not limited to S-8 filing or Regulation S. iii. The COMPANY will notify HCS at least thirty [30] days prior to any insider selling of clients stock. iiii. The COMPANY will not use HCS reports in connection with any offering of Securities without the prior written consent of HCS. d. In that HCS relies on information provided by the COMPANY for a substantial part of its preparations and reports, the COMPANY must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify HCS for any breach of these representations and covenants; and the COMPANY agrees to hold harmless and imdenify HCS for any claims relating to the purchase and/or sale of the COMPANY securities occurring out of, or in connection with HCS'S relationship with the COMPANY, including, without limitation, reasonable attorney's fees and other costs arising out of any such claims. e. In that HCS shareholders, officers, employees, and/or members of their families may hold a position in and engage in transactions with respect to the COMPANY Securities, and in light of the fact that HCS imposes restrictions on such transactions to guard against trading on the basis of material non-public information the COMPANY shall contemporaneously notify HCS if any information or data being supplied to HCS has not been generally released or promulgated. 12. REPRESENTATION AND INDEMNIFICATION a. The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information, and data which it supplies to HCS and the COMPANY acknowledges its awareness that HCS will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. b. HCS, in the absence of notice in writing from the COMPANY, will rely on the continuing accuracy of materials, information, and data supplied by the COMPANY. c. The COMPANY hereby agrees to hold harmless and indemnify HCS against any claims, demands, suits, loss, damages, etc., arising out of HCS's reliance upon the accuracy and continuing accuracy of such facts, materials, information, and data, unless HCS has been negligent in performing its duties and obligations hereunder. d. The COMPANY hereby authorizes HCS to issue, in HCS'S sole discretion, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analyst, broker-dealers, market-makers, or any other members of the financial community. e. The COMPANY shall cooperate fully and timely with HCS to enable HCS to perform its duties and obligations under this Consulting Agreement. f. The execution and performance of this Consulting Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY. g. The performance by the COMPANY of this consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of the COMPANY or any contractual obligation by which the COMPANY may be bound. h. The COMPANY activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between the COMPANY and a potential investor in the COMPANY shall be such that the COMPANY would be acting merely as a finder or as a consultant with respect to such prospective investor obligations under this Agreement. i. The execution and performance of this Consulting Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY. j. The performance by the COMPANY of this Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of THE COMPANY or any contractual obligation by which the COMPANY may be bound. k. The COMPANY shall promptly deliver to HCS'S a complete due diligence package to include the latest 10-Q , last six [6] months of press releases and all other relevant materials, including, but not limited to corporate reports, brochures, etc. l. The COMPANY shall promptly deliver to HCS a list of names and addresses of all shareholders of the COMPANY which it is aware. This shareholder list shall be upgraded at HCS'S request. The COMPANY agrees to furnish to HCS a copy of all DTC sheets on a weekly basis. m. The COMPANY shall promptly deliver to HCS a list of all brokers and market makers of the COMPANY'S Securities, known to the COMPANY, which have been following the COMPANY. n. Because HCS will rely on such information to be supplied by the COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. o. The COMPANY shall act diligently and promptly in reviewing materials submitted to it by HCS to enhance timely distribution of the materials and shall inform HCS of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. p. The execution and performance of this Consulting Agreement by HCS has been duly authorized by the Board of Directors of HCS in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of HCS. q. The performance by HCS of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or by-laws of HCS or any contractual obligation by which HCS may be bound. r. HCS'S activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a Securities broker or dealer under Federal or State Securities laws; any contact between HCS and a potential investor in the COMPANY shall be such as that HCS would be acting merely as a finder or consultant with respect to such prospective investor. 13. COMPENSATION a. Compensation payable to HCS for all general investor relations services and other services hereunder, including but not limited to acquisition and merger services, shall be paid by the COMPANY to HCS by the means and in the manners as described in "Addendum A", a copy of which is attached hereto and incorporated herein by this reference. b. All monies payable hereunder shall be in U. S. funds and drawn on U. S. banks. The parties acknowledge that in negotiating this fee they recognized that the services will probably not be performed in equal monthly segments, but may be substantial during the earlier portion of the term and less thereafter as relationships and communication lines are established. Thus, part of the compensation for earlier services will be deferred and therefore any lessening of services shall not constitute a breach or termination hereof and the level fee shall continue. c. For all special services, not within the scope of this Consulting Agreement, the COMPANY shall pay to HCS such fee[s] as, when, the parties shall determine in advance of performance of said special services, provided the COMPANY has agreed to said special services. 14. BILLING AND PAYMENT Monthly fees or payments shall be due and payable without billing. Billing and payments for special services shall be as agreed on a case to case basis. The COMPANY acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments shall be by wire to HCS'S bank account upon execution of any agreement or agreements, or; upon payment due date in the case of monthly fees or monthly payments, or; in the case of special services by the first day of the preceding month that work is scheduled to be performed, unless expressly provided otherwise in writing, and that if such funds are not received by HCS by said date the COMPANY shall pay to HCS an additional operations charge equal to one percent [1%] for each day said funds are not received. 15. HCS AS AN INDEPENDENT CONTRACTOR HCS shall provide said services as an independent contractor, and not as an employee of the COMPANY or of any company affiliated with the COMPANY. HCS has no authority to bind the COMPANY or any affiliate of the COMPANY to any legal action, contract, agreement, or purchase, and such action cannot be construed to be made in good faith or with the acceptance of the COMPANY; thereby becoming the sole responsibility of HCS. HCS is not entitled to any medical coverage, life insurance, savings plans, health insurance, or any and all benefits afforded the COMPANY employees. HCS shall be solely responsible for any Federal, State, or Local taxes, and should the COMPANY for any reason be required to pay taxes at a later date, HCS shall reassure such payment is made by HCS, and not by the COMPANY. HCS shall be responsible for all workers compensation payments and herein holds the COMPANY harmless for any and all such payments and responsibilities related hereto. 16. HCS NOT TO ENGAGE IN CONFLICTING ACTIVITIES During the term of this Consulting Agreement, HCS shall not engage in any activities that directly conflicts with the interests of the COMPANY. The COMPANY hereby acknowledges notification by HCS and understands that HCS does, and shall, represent and service other and multiple clients in the same manner as it does the COMPANY, and that the COMPANY is not an exclusive client of HCS. 17. TRADE SECRETS AND INVENTIONS HCS shall treat as proprietary any and all information belonging to the COMPANY, its affiliates, or any third parties, disclosed to HCS in the course of its performance of HCS services. HCS assigns and agrees to assign the COMPANY or its nominee all rights in invention and or other proprietary information conceived by HCS during the term of this Consulting Agreement with respect to any and all work performed under said Agreement. 18. INSIDE INFORMATION -- SECURITIES VIOLATIONS In the course of the performance of this Consulting Agreement it is expected that specific sensitive information concerning the operations of the COMPANY'S business, and/or affiliate companies shall come to the attention and knowledge of HCS. In such event HCS will not divulge, discuss, or otherwise reveal such information to any third parities. 19. DISCLOSURE HCS is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the COMPANY. It is mutually understood that prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity HCS may be involved with on behalf of the COMPANY. 20. WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES HCS represents and warrants that all payments and other valuable considerations paid or to be paid under this Consulting Agreement constitutes compensation for services rendered; that this Consulting Agreement and all payments and other valuable considerations and the use of those payments and other valuable considerations are non-political in nature; and that said payments and other valuable considerations do not influence, sway or bribe any government or municipal party, either domestic or foreign, in any way. 21. AMENDMENTS This Consulting Agreement may be modified or amended, provided such modifications or amendments are mutually agreed upon by and between the parties hereto and that said modifications and amendments are made in writing and signed by both parties. 22. SEVERABILITY If any provision of this Consulting Agreement shall be held to the contrary to law, invalid or unenforceable, for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Consulting Agreement is contrary to law, invalid or unenforceable, and that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 23. TERMINATION OF AGREEMENT This Consulting Agreement may not be terminated by either party prior to the expiration of the term provided in Paragraph eight [8] above, except as follows: a. Upon the bankruptcy or liquidation of the other party; whether voluntarily or involuntarily; b. Upon the other party taking the benefit of any insolvency law; and/or c. Upon the other party having or applying for a receiver appointed for either party; d. As provided for in Paragraph twenty-eight [28] below. 24. ATTORNEY FEES In the event either party is in default of the terms or conditions of this Consulting Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default, including all costs, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition. 25. RETURN OF RECORDS Upon termination of this Consulting Agreement, HCS shall deliver any and all records, notes, data, memorandum, models and equipment of any nature that are in control of HCS that are the property of or relate to the business of the COMPANY. 26. NON-WAIVER The failure of either party, at any time, to require any such performance by any other party shall not be construed as a waiver of such right to require such performance, and shall in no way effect such party's right subsequently to require full performance hereunder. 27. DISCLAIMER BY HCS HCS shall be the preparer of certain promotional materials, and; HCS makes no representation to the COMPANY or others that; [a] its efforts or services will result in any enhancement to the COMPANY [b] the price of the COMPANY'S publicly traded Securities will increase [c] any person will purchase the COMPANY'S Securities, or [d] any investor will lend money to and/or invest in or with the COMPANY. 28. EARLY TERMINATION In the event the COMPANY fails or refuses to cooperate with HCS, or fails or refuses to make timely payment of the compensation set forth above and/or in "Addendum A" , HCS shall have the right to terminate any further performance under this Consulting Agreement. In such event, and upon notification thereof, all compensation shall become immediately due and payable and/or deliverable, and HCS shall be entitled to receive and retain the same liquidated damages and not as a penalty, in lieu of all other remedies the parties hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of HCS'S damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage. 29. LIMITATION OF HCS LIABILITY In the event HCS fails to perform its work or services hereunder, its entire liability to the COMPANY shall not exceed the lesser of; [a] the amount of cash compensation HCS has received from the COMPANY under Paragraph thirteen [13] above; [b] the amount of cash compensation HCS has received from the COMPANY under "Addendum A"; or [c] the actual damage to the COMPANY as result of non-performance. In no event shall HCS be liable to the COMPANY for any indirect, special or consequential damages, nor for any claim against the COMPANY by any person or entity arising from or in any way related to this Consulting Agreement. 30. OWNERSHIP OF MATERIALS All rights, title and interest in and to materials to be produced by HCS in connection with this Consulting Agreement and other services to be rendered under said Consulting Agreement shall be and remain the sole and exclusive property of HCS, except in the event the COMPANY performs fully and timely its obligations hereunder; the COMPANY shall be entitled to receive, upon written request, one [1] copy of all such materials. 31. AGREEMENT NOT TO HIRE The COMPANY understands and appreciates that HCS invested a tremendous amount of time, energy and expertise in the training of its employees and education of its sub contractors to be able to provide the very services the COMPANY desires. The COMPANY further understands that in the event an employee or sub contractor of HCS is enticed to leave, then HCS shall be damaged in an amount to the parties are incapable of calculating at the present time. Therefore, the COMPANY agrees not to offer employment or sub contractor status to any employee or sub contractor of HCS, nor to allow any employee, officer, director, shareholder, or consultant of the COMPANY to offer such employment or sub contractor status with the COMPANY or any other company, concern, venture or entity with whom officers directors, or consultants of the COMPANY are employed, associated or hold a financial stake in for a period of three [3] years from the date of expiration or termination hereof. Further, in the event an employee or sub contractor of HCS leaves the employ of or dissolves or breaks association with HCS and subsequently establishes employment or association of any kind with another investor relations or other type of competing firm of HCS, the COMPANY agrees not to do business with such other investor relations or competing firm for a period of three [3] years from the date of expiration or termination hereof. 32. MISCELLANEOUS a. Effective date of representations shall be no later than the date of execution by the parties of this Consulting Agreement. b. Currency; In all instances, references to dollars shall be deemed to be United States Dollars. c. Stock; In all instances, reference to stock shall be deemed to be unrestricted and free trading. 33. NOTICES All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given by either personal delivery, certified mail, express mail, or other national overnight courier services. Notices shall be deemed given upon the earlier of actual receipt or three [3] business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and sent by the attorneys for the parties giving such notice, and in connection therewith the parties and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such parties to the extent necessary to give such notice. Any notice required or permitted by this Consulting Agreement to be given shall be given to the respective parties at the address first written above, on page one [1] of this Consulting Agreement. 34. FIRST RIGHT OF REFUSAL ON INVESTMENT BANKING SERVICES The parties agree that during the term of this Consulting Agreement, HCS shall have first right of refusal to provide the COMPANY with any fund raising and/or investment banking services, provided that HCS has the ability to provide the same or equivalent services needed or requested by the COMPANY, and at a compensation to HCS equal to, or in a lesser amount, than which the COMPANY can obtain said services from another alternative provider. HCS shall have five [5] days upon written notice from the COMPANY in which to match or exceed such requested services at a compensation rate equal to or less than offered by an other alternative provider of said services. 35. PARENT AND SUBSIDIARY COMPANIES OR ENTITIES This consulting Agreement applies to all parent or subsidiary companies or entities of the COMPANY. 36. EXCLUSIVE WITH RESPECT TO PARTNERSHIP The parties agree that, in no way, shall this Consulting Agreement be construed as being an act of partnership between the parties hereto and that no party hereto shall have, as a result of the executing of this Consulting Agreement, any liability for the commitments of any other party of any type, kind or sort. 37. TRAVEL COMPENSATION AND REIMBURSEMENT In the course of HCS providing services necessary hereunder, on behalf of or for the COMPANY during the term of this Consulting Agreement, the COMPANY shall pay to, or reimburse HCS for any travel expenses incurred by HCS that are not specifically described elsewhere herein, provided that the COMPANY has been notified in advance by HCS of the nature and the cost of any such required travel and the amount of travel compensation and/or reimbursement related thereto. Travel expenses shall be deemed to include, but not limited to, transportation expenses hotel expenses, airline fares, taxi fares, toll road fees, reasonable food expenses and reasonable gratuities related thereto. The COMPANY shall have the right to book airline reservations, hotels, etc., itself on behalf of HCS within five [5] days upon written notice for the requirement thereof from HCS. 38. TIME IS OF THE ESSENCE Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by the parties of their respective obligations hereunder. 39. ENUREMENT This Consulting Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, assigns and any addendas attached hereto. 40. ENTIRE AGREEMENT This Consulting Agreement contains the entire Agreement of the parties and may be modified or amended only by agreement in writing, signed by the party against whom enforcement of any waiver, change, amendment, modification, extension or discharge is sought. It is declared by both parties that there are no oral or other agreements or understandings between them affecting this Consulting Agreement, or relating to the business of HCS. This Agreement supersedes all previous agreements between HCS and the COMPANY. 41. APPLICABLE LAW This Agreement is executed pursuant to and shall be interpreted and governed for all purposes by the laws of the State of Florida for which the Courts in Seminole County, Florida shall have jurisdiction. If any provision of this Consulting Agreement is declared void, such provision shall be deemed severed from this Consulting Agreement, which shall otherwise remain in full force and effect. 42. ACCEPTANCE BY HCS This Consulting Agreement is not valid or binding upon HCS unless and until executed by its President or other duly authorized executive officer of HCS at its home office in Altamonte Springs, Florida. 43. EXECUTION IN COUNTERPART; TELECOPY - FACSIMILE This Consulting Agreement may be executed in counterparts, not withstanding the date or dates upon which this Consulting Agreement is executed and delivered by any of the parties, and shall be deemed to be an original and all of which will constitute one and the same Agreement, effective as of the reference date first written above. The fully executed telecopy [facsimile] version of this Consulting Agreement shall be construed by all parties hereto as an original version of said Consulting Agreement. 44. DISCLAIMER HCS is in the business of investor/public relations and other related business, as previously stated above, and in no way proclaims to be an investment advisor and/or stock or Securities broker. HCS is not licensed as a stock or Securities broker and is not in the business of selling such stocks or Securities or advising as to the investment viability or worth of such stocks or Securities. IN WITNESS WHEREOF, the parties hereto have set their hands in execution of this Consulting Agreement For and in behalf of: the COMPANY: For and in behalf of: HCS By: _________________________________ By: _________________________________ Harry C. Stone / President Title: ______________________________ Date __________________________ Date ____________________________ CONSULTING AGREEMENT ADDENDUM "A" [A.] The COMPANY acknowledges and agrees HCS shall not provide or continue to provide services until all such fees are paid. The COMPANY acknowledges that it has verified with its Corporate Council, Accountants, Corporate Officers, Board of Directors, Executive decision makers, and appropriate stock exchanges that said stock can, in fact, be timely delivered to HCS as agreed. [B.] VALUABLE COMPENSATION DUE HCS - Total dollar value; Sixty thousand dollars [$60,000.00] SEE PAGE TWO OF ADDENDUM "A" For and in behalf of: the COMPANY: For and in behalf of: HCS By: _________________________________ By: _________________________________ Harry C. Stone / President Title: ______________________________ Date __________________________ Date ____________________________ CONSULTING AGREEMENT ADDENDUM "A" [1.] It is mutually agreed by and between the parities hereto that in the event HCS opts or agrees to accept the COMPANY'S stock, either now or in the future, as full or partial payment for any part or portion of HCS's compensation or fee under this Consulting Agreement, that the number of shares necessary for such an equal value alternative compensation shall be determined pursuant to a formula or computation that discounts the stock from the bid price at a rate of one hundred percent [100%] based solely on the ten [10] day previous average bid price as of the date of execution of this Consulting Agreement, or such other subsequent written agreement to accept said stock as alternative compensation. [2.] In the event the price of the stock declines before HCS is in receipt of said stock, the COMPANY agrees to increase the number of shares accordingly in order to appropriately maintain the agreed upon equal dollar value compensation as determined by the applicable formula or computation as specified and provided for herein above. [3.] The COMPANY agrees that in the event the stock has not been received in HCS'S account within ten [10] days of the date of execution of this Consulting Agreement or any subsequent written agreements related hereto, the COMPANY shall pay to HCS in U. S. funds, an additional amount equal to five percent [5%] of such equal value alternative compensation as liquidation damages. This shall continue for each and every ten [10] day period said stock is not received by HCS. Said funds to be wired to HCS'S account, without notice, within three [3] days of any such default. [4.] The COMPANY acknowledges and agrees HCS shall not provide or continue to provide services until all such fees are paid. The COMPANY acknowledges that it has verified with its Corporate Council, Accountants, Corporate Officers, Board of Directors, Executive decision makers, and appropriate stock exchanges that said stock can, in fact, be timely delivered to HCS as agreed. [5.] VALUABLE COMPENSATION DUE HCS - Total U.S. dollar value: Sixty thousand dollars [$60,000.00] SEE ADDENDUM "B" OPTIONS For and in behalf of: the COMPANY: For and in behalf of: HCS By: _________________________________ By: _________________________________ Harry C. Stone / President Title: ______________________________ Date __________________________ Date ____________________________ EX-5.1 4 OPINION LETTER April 9, 1997 North American Resorts, Inc. 301 East Hillcrest 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, Charles Clayton -----END PRIVACY-ENHANCED MESSAGE-----