-----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, SbE4O1zsoMbmnX6yBpASNwRbw0lyrSCRKa2EPXawbDVXz901n40Kx+AQJW64icbH kro4ZW9wsOU0aioEqmADcA== 0001010549-00-000252.txt : 20000504 0001010549-00-000252.hdr.sgml : 20000504 ACCESSION NUMBER: 0001010549-00-000252 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 20000503 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-26760 FILM NUMBER: 617672 BUSINESS ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 BUSINESS PHONE: 6124333522 MAIL ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB - -------------------------------------------------------------------------------- (Mark one) XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES - ---------- EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT - ----------- OF 1934 For the transition period from ____________ to ___________ - -------------------------------------------------------------------------------- Commission File Number: 0-26760 ------- North American Resorts, Inc. (Exact name of small business issuer as specified in its charter) Colorado 84-1286065 - ------------------------------ ------------------------------ (State of incorporation) (IRS Employer ID Number) 15945 Quality Trail North, Scandia, MN 55073 -------------------------------------------- (Address of principal executive offices) (612) 433-3522 -------------- (Issuer's telephone number) - -------------------------------------------------------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO X --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: April 27, 2000: 103,293,967 --------------------------- Transitional Small Business Disclosure Format (check one): YES NO X --- --- North American Resorts, Inc. Form 10-QSB for the Quarter ended March 31, 1999 Table of Contents Page ---- Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 8 Part II - Other Information Item 1 Legal Proceedings 9 Item 2 Changes in Securities 9 Item 3 Defaults Upon Senior Securities 9 Item 4 Submission of Matters to a Vote of Security Holders 9 Item 5 Other Information 9 Item 6 Exhibits and Reports on Form 8-K 9 Signatures 9 2
Part 1 - Item 1 - Financial Statements North American Resorts, Inc. Balance Sheets March 31, 1999 and 1998 (Unaudited) 1999 1998 ----------- ----------- ASSETS ------ Current Assets Cash on hand and in bank $ -- $ 6,643 Net current assets of discontinued operations -- 317,259 ----------- ----------- Total current assets -- 323,902 ----------- ----------- Other Assets Organization costs, net of accumulated amortization of $9,064 and $6,798, respectively 2,266 4,532 Net other assets of discontinued operations -- 556,131 ----------- ----------- Total other assets -- 560,663 ----------- ----------- Total Assets $ 2,266 $ 884,565 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities Cash overdraft $ -- $ -- Net current liabilities of discontinued operations -- 616,751 ----------- ----------- Total current liabilities -- 616,751 ----------- ----------- Commitments and Contingencies Shareholders' Equity Preferred stock - No par value 50,000,000 shares authorized; 482,815 and 539,965 shares issued and outstanding, respectively 1,471,583 1,484,728 Common stock - $0.001 par value 300,000,000 shares authorized; 103,293,947 and 102,772,447 shares issued and outstanding, respectively 103,294 102,722 Additional paid-in capital 3,620,237 3,607,664 Accumulated deficit (5,192,848) (4,927,300) ----------- ----------- Total shareholders' equity 2,266 267,814 ----------- ----------- Total Liabilities and Shareholders' Equity $ 2,266 $ 884,565 =========== ===========
The accompanying notes are an integral part of these financial statements. The financial information presented herein has been prepared by management without audit by independent certified public accountants. 3 North American Resorts, Inc. Statements of Operations and Comprehensive Income Three months ended March 31, 1999 and 1998 (Unaudited) Three months Three months ended ended March 31, March 31, 1999 1998 ------------- ------------- Revenues $ -- $ -- ------------- ------------- Expenses Amortization of organization costs 566 566 ------------- ------------- Loss from continuing operations before income taxes (566) (566) Provision for income taxes -- -- ------------- ------------- Loss from continuing operations (566) (566) Discontinued operations, net of income taxes Income (Loss) from discontinued operations -- (227,824) ------------- ------------- Net Loss (566) (228,824) Other comprehensive income -- -- ------------- ------------- Comprehensive Income $ (566) $ (228,824) ============= ============= Loss per weighted-average share of common stock outstanding, computed on Net Loss From continuing operations nil nil From discontinued operations nil nil ------------- ------------- Total loss per share nil nil ============= ============= Weighted-average number of shares of common stock outstanding 103,293,947 93,166,911 ============= ============= The accompanying notes are an integral part of these financial statements. The financial information presented herein has been prepared by management without audit by independent certified public accountants. 4 North American Resorts, Inc. Statements of Cash Flows Three months ended March 31, 1999 and 1998 (Unaudited) Three months Three months ended ended March 31, March 31, 1999 1998 --------- --------- Cash Flows from Operating Activities Net loss $ (567) $(228,390) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 567 4,949 Consulting fees and other expenses paid with common stock -- 77,000 Change in net assets and liabilities of discontinued operations -- 136,008 --------- --------- Net cash used in operating activities -- (10,433) --------- --------- Cash Flows from Investing Activities -- -- --------- --------- Cash Flows from Financing Activities Increase (Decrease) in cash overdraft -- (5,924) Proceeds from sale of common stock -- 23,000 --------- --------- Net cash provided by financing activities -- 17,076 --------- --------- Increase (Decrease) in Cash -- 6,643 Cash at beginning of period -- -- --------- --------- Cash at end of period $ -- $ 6,643 ========= ========= Supplemental disclosure of interest and income taxes paid Interest paid for the period $ -- $ 311 ========= ========= Income taxes for the period $ -- $ -- ========= ========= The accompanying notes are an integral part of these financial statements. The financial information presented herein has been prepared by management without audit by independent certified public accountants. 5 North American Resorts, Inc. Notes to Financial Statements Note A - Organization and Description of Business North American Resorts, Inc. (Company ) was initially incorporated as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The Company changed its corporate name to Solomon Trading Company, Limited in July 1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December 1994 and North American Resorts, Inc. in March 1995, respectively. From 1995 through 1998, the Company was in the business of selling vacations in Florida and the sale of time share memberships to the Ocean Landings and Cypress Island Preserve facilities in Florida which were controlled by the Company and the operation of Cypress Island Preserve as a tourist destination. During the fourth quarter of 1998, the Company liquidated its holdings in these ventures and discontinued all operations. With the disposition of all operations, the Company became fully dependent upon the support of its controlling shareholders for the maintenance of its corporate status and to provide all working capital support for the Company's behalf. The controlling shareholders intend to continue the funding of necessary expenses to sustain the corporate entity. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Note B - Summary of Significant Accounting Policies 1. Cash and cash equivalents ------------------------- The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. Cash overdraft positions may occur from time to time due to the timing of making bank deposits and releasing checks, in accordance with the Company's cash management policies. 2. Income taxes ------------ The Company uses the asset and liability method of accounting for income taxes. At March 31, 1999 and 1998, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. The Company has net operating loss carryforwards for income tax purposes of approximately $900,000. If these carryforwards are not utilized, they will begin to expire in 2010. Due to the provisions of Internal Revenue Code Section 338, the Company will have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of a 1999 change in control involving 50 percentage points or more of the issued and outstanding securities of the Company. 6 North American Resorts, Inc. Notes to Financial Statements - Continued Note B - Summary of Significant Accounting Policies - Continued 3. Earnings (loss) per share ------------------------- Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of March 31, 1999 and 1998, the Company has no outstanding warrants and options issued and outstanding. Further, the Company's convertible preferred stock is considered to be anti-dilutive due to the Company's net operating loss position at March 31, 1999 and 1998, respectively. Note C - Discontinued Operations During the fourth quarter of 1998, the Company discontinued all operations related to its selling vacations in Florida and the sale of time share memberships to the Ocean Landings and Cypress Island Preserve facilities in Florida which were controlled by the Company and the operation of Cypress Island Preserve as a tourist destination. The results of the Company's operations for the respective periods presented are reported as a component of discontinued operations in the statements of operations. Additionally, the respective gain or loss incurred on the sale of the Company's operations are also presented separately as a component of discontinued operations. Summarized results of operations for the disposed operations for the years ended December 31, 1999 and 1998, respectively, are as follows: 1999 1998 --------- --------- Net sales $ - $ 648,457 ========= ========= Operating income (loss) $ - $(455,974) ========= ========= Loss from discontinued operations $ - $(455,974) ========= ========= Note D - Preferred Stock The Company has 482,815 shares of preferred stock issued and outstanding at December 31, 1999. The preferred shares are convertible into common shares at the rate of 10 common shares for each share of preferred. There shares could be converted to 4,828,150 common shares that would be subject to be sold pursuant to Rule 144. 7 North American Resorts, Inc. Notes to Financial Statements - Continued Note E - Common Stock Transactions In April 1998 and April 2000, respectively, the Company amended its Articles of Incorporation to allow for the issuance of up to 150,000,000 and 300,000,0000 shares of $0.001 par value common stock. The effect of these amendments are reflected in the accompanying financial statements as of the first day of the first period presented. During February 1998, the Company sold 20,000,000 shares of restricted, unregistered common stock to two unrelated individuals for a total of $23,000 cash. The transaction was valued at $100,000 in the accompanying financial statements based on the discounted quoted market price of the Company's common stock on the date of the transaction. The differential between the "fair value" of the stock sold and the cash proceeds was charged to consulting fees. During 1997, the Company issued an aggregate of 10,200,000 of common stock pursuant to a Registration Statement on Form S-8 for a combination of cash and professional services valued at approximately $352,000 using the quoted market value of the Company's common stock on the date of each respective transaction. The Company received total cash proceeds of approximately $171,000 in these transactions. The differential between the "fair value" of the services and the cash received was charged to operations as consulting fees. During 1997, the Company issued an aggregate 550,000 shares of unregistered, restricted common stock to various parties involved in assisting the Company with proposed acquisitions which did not consummate. These transactions were valued at approximately $55,000, which approximates the "fair value" of the common stock issued based on the discounted value of the quoted market price of the Company's common stock on the respective transaction date. These amounts were charged to operations as consulting fees. During 1997, the Company sold 16,000,000 shares of restricted, unregistered common stock to two unrelated individuals for a total of $90,000 cash. The transaction was valued at $160,000 in the accompanying financial statements based on the discounted quoted market price of the Company's common stock on the date of the transaction. The differential between the "fair value" of the stock sold and the cash proceeds was charged to consulting fees. 8 Part I - Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. (2) General comments North American Resorts, Inc. (Company ) was initially incorporated as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The Company changed its corporate name to Solomon Trading Company, Limited in July 1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December 1994 and North American Resorts, Inc. in March 1995, respectively. From 1995 through 1998, the Company was in the business of selling vacations in Florida and the sale of time share memberships to the Ocean Landings and Cypress Island Preserve facilities in Florida which were controlled by the Company and the operation of Cypress Island Preserve as a tourist destination. During the fourth quarter of 1998, the Company liquidated its holdings in these ventures and discontinued all operations. With the disposition of all operations, the Company became fully dependent upon the support of its controlling shareholders for the maintenance of its corporate status and to provide all working capital support for the Company's behalf. The controlling shareholders intend to continue the funding of necessary expenses to sustain the corporate entity. (3) Results of Operations, Liquidity and Capital Resources As of the date of this filing, the Company has no operations, assets or liabilities. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity at this time. It is the intent of management and significant shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. The Company is currently seeking a suitable merger or acquisition candidate. 9 Part II - Other Information Item 1 - Legal Proceedings None Item 2 - Changes in Securities None Item 3 - Defaults on Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders The Company has held no regularly scheduled, called or special meetings of shareholders during the reporting period. Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule Reports on Form 8-K - None - -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. North American Resorts, Inc. April 27 , 2000 /s/ Gregory Johnson. -------- ---------------------------- Gregory Johnson President and Director 10 EX-27 2 FDS
5 0001000686 North American Resorts, Inc. 1 US Dollars 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 1 0 0 0 0 0 0 0 0 2266 0 0 0 1471583 103294 (1573611) 2266 0 0 0 566 0 0 0 (566) 0 0 0 0 0 (566) 0 0
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