UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB/A

 (Mark one)

     XX          ANNUAL REPORT UNDER SECTION  13  OR  15(d)  OF  THE  SECURITIES
--------------   EXCHANGE ACT OF 1934
(Fee required)              For the fiscal year ended  December 31, 1998
                                                       -----------------

                 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                                           84-126065
--------------------------                            --------------------------
  (State of incorporation)                             (IRS Employer ID Number)

                    15945 Quality Trail N., Scandia, MN 55073
                    -----------------------------------------
                    (Address of principal executive offices)

                                 (651) 433-3522
                                 --------------
                           (Issuer's telephone number)

          Securities registered under Section 12(b) of the Exchange Act
     Title of each class               Name of each exchange on which registered
        Common Stock                               NASDAQ EXCHANGE
        ------------                               ---------------
         82,722,447

      Preferred Stock
      ---------------
            539,965

   Securities registered pursuant to Section 12 (g) of the Exchange Act: None

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
                                                              ---    ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. ___

State issuer's revenues for its most recent year. (0)
                                                  ---

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  March 31, 2000  103,293,967  common
stock.  The bid and asked price of the Company's  stock as of April 28, 2000 was
$0.001.

Transitional Small Business Disclosure Format (check one): YES     NO  X
                                                               ---    ---

                                       1

<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER                                                          PAGE
-----------                                                          ----

PART 1

1. Description of Business                                             3

2. Description of Property                                             4

3. Legal Proceedings                                                   5

4. Submission of matters to a Vote of Shareholders                     5

5. Other related matters                                               5

PART 11

6. Market for Company's Common Stock
   and Related Stockholder Matters                                     7

7. Management's Discussion and Analysis
   or Plan of Operation                                                9

8. Index to Financial Statements                                      12

9. Changes In and Disagreements with Accountants on                   13
   Accounting and Financial Disclosure

PART III

10. Directors, Executive Officers and Control Persons;
    Compliance with Section 16(b) of the Exchange Act.                13

11. Executive Compensation                                            13

12. Security Ownership of Certain Beneficial
    Owners and Management                                             14

13. Certain Relationships and Related Transactions                    14

14. Exhibits and Reports on Form 8-K                                  14

Signatures                                                            14

                                       2

<PAGE>


                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

This annual 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.

ITEM 1 - BUSINESS

(1) General:

     North American Resorts, Inc. was incorporated in Colorado in 1985 as Gemini
Ventures,  Inc.. The name was changed in1989 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 Centers,  Inc. holds a license as a Travel Agent, and
operates out of its office in Orlando,  Florida.  North American  Resorts,  Inc.
also held an option to  purchase 5 time share  units at Ocean  Landings  in Coco
Beach, Florida, which it purchased.

     North  American  Resorts,  Inc,  was  also  activated  in mid 1995 and sold
memberships.  A member was  entitled to an annual pass to Cyprus  Island  animal
preserve and to a vacation at Ocean Landing Resort in Coco Beach,  Florida or to
trade in the week  vacation  to  Interval  International  and select  from other
resorts. Interval International is a clearing house for time shares. The Company
does not receive  anything  from  Interval  International,  and pays  nothing to
Interval  International.  Each  member  desiring  to trade  must pay a charge of
$89.00 to Interval International for the service. There is no peak or prime time
because Ocean Landings is well booked, approximately 85% year around.

     The Company did not sell time shares,  but sold memberships for five years.
The main difference between the two was that the member will not be the owner of
any part of the real estate. However,  because the membership is for longer than
three years,  the Company had filed its plan with the State of Florida under the
laws that regulate time shares.

     The five year  membership  sold for $5,000 and entitled the member to a one
week vacation each of the five years at Ocean Landings Resort,  or may be traded
into Interval  International,  a world wide trade organization.  The memberships
had no relation to any golf memberships, or the memberships to ITEX.

     North  American  Resorts,  Inc. ran short of cash in the summer of 1996 and
ceased  sales.  There was a 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  Agreement  was  terminated on December 1, 1996 and North
American  Resorts,  Inc. returned the assets to American Clinical Labs, Inc. and
American  Clinical  Labs,  Inc.  returned the its shares to the Company with the
exception  of  12,500,000  shares of  restricted  common stock of the Company in
exchange for funds advanced by American Clinical Labs, Inc.

                                       3

<PAGE>

(2)  Disposition  of assets  including  time shares at Ocean Landings and Cyprus
Island Preserve facilities

     In the fourth quarter of 1998 the Company  liquidated its holdings in Ocean
Landings and Cyprus Island  Preserve,  together with its other remaining  assets
and ceased operations. The liquidation was conducted in an attempt to settle and
satisfy the Company's outstanding liabilities. The liquidation of assets did not
provide  sufficient  funds to pay off all of the Company's  liabilities.  Of the
Ocean Landing Units, a few were sold and the remaining were turned back to Ocean
Landing in partial payment of the Company's debt to Ocean Landing.

REGISTRANT'S OFFICE:

The Company  changed its  business  office on February 1, 2000 to 15945  Quality
Trail North,  Scandia,  MN 55073.  The telephone  number is (651) 433-3522.  The
Company's  present  attorney  is  providing  this  facility  at no  cost  to the
Registrant.  It is anticipated  that upon  consummation  of the acquisition of a
business  opportunity,  that the Company may incur one or more leases for office
facilities.

In the  event of a  consummation  of a merger  or  acquisition  with a  suitable
candidate, it is highly probable that the Registrant's principal offices will be
relocated  to the  existing  offices  of the  merger or  acquisition  candidate.
Further,  the  Registrant may also have offices at such other places both within
and without the State of Colorado and/or Minnesota as the Board of Directors may
from  time  to  time  determine  or  the  future  business,  subsequent  to  the
consummation of a merger or acquisition, of the Registrant may require.

All  corporate  records  are  currently  being  maintained  in the office of the
Registrant's counsel at 15945 Quality Trail North, Scandia, Minnesota 55073.

ITEM 2 - PROPERTY

(1)  Ocean Landing Time Shares Units:

     The Company's  only property was the 255 weeks of time share owned at Ocean
Landings,  a resort located in Coco Beach  Florida.  The Company paid to Anthony
Arrigoni  166,667 shares of preferred  stock to acquire North American  Resorts,
Inc.,  in March 1995.  The property was acquired by the exercise of an option to
purchase from 900 North Atlantic Corporation,  which has no affiliation,  of the
Ocean Landing units, and the Company paid 2,000 preferred shares and $55,000 for
the five time share units in May of 1995.

     In the last quarter of 1998 the Company  ceased all  operations  due to its
heavy  indebtedness and the Ocean Landing time share units were liquidated along
with  other  assets  in  an  attempt  to  settle  and  satisfy  its  outstanding
liabilities.

(2)  Cyprus Island Lease:

     The  Company had  entered  into a lease of an island in the  Orlando  area,
Cyprus Island. This was liquidated in the fourth quarter of 1998, along with the
other  assets of the Company in an attempt to settle and  satisfy the  Company's
outstanding obligations. The Company ceased operation at this time.

(3)  Company's Office Space:

     The Company had leased  approximately 2,000 square feet of space in a strip
center  for  it  USA  Tourist  Service  Centers,   Inc.  in  Orlando,   and  had
approximately  3,000 square feet in an office  building in Orlando for its North
American  Resorts,  Inc.  facility.  These leases were  terminated in the fourth
quarter of 1998 when the Company went out of business and liquidated it asset in
an attempt to satisfy and settle its outstanding liabilities.

                                       4

<PAGE>

ITEM 3 - LEGAL PROCEEDINGS:

(1)  On March 3, 1997 Profession  Business Owners Self Insures Fund, through its
     administrator  Professional  Business Owners  Association,  Inc. obtained a
     judgement against the Company for $6,191.56,  with interest accruing at the
     rate of 10%, for unpaid charges incurred by the Company. This judgement has
     been satisfied.

(2)  On March 16, 1998 the Company  entered  into a  Settlement  Agreement  with
     Alden  Equipment  Co., Inc. of Florida for services  rendered at the Cyprus
     Island  facility,  in  the  amount  of  $2,500.  This  liability  has  been
     satisfied.

(3)  Heiniger & Ray, Inc., a Florida Corporation d/b/a Berryman & Henigar,  sued
     Cyprus  Island,  Inc. for payments due under a contract with Cyprus Island,
     Inc. and for services rendered under said contract.  On October 8, 1997 the
     parties entered into a Settlement  Agreement for payment of the outstanding
     debt.  The  Company  was  unable  to  meet  the  payment  as set out in the
     Settlement Agreement and a Judgement in the amount of $2,581.56 was entered
     on March 24,  1998.  Payment of this  Judgement  was made,  including  post
     Judgement interest at the rate of 10%.

(4)  The Company  was a named  Garnishee  in  Benjamin  B. Reuben vs.  Thomas J.
     Arriogoni and the Company's records were Subpoenaed in the matter of United
     States v. Rasmussen, et al. (See Related Matters).


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     On March 20,  2000,  at an Annual  Meeting of  Shareholders,  duly held and
called, the Shareholders adopted the following Resolutions:

1.   Amended the Article IV of the  Articles of  Incorporation  to increase  the
     capital stock of the Company to 300,000,000 shares of common stock.

2.   Authorized a Reverse  Split of the Company's  common  stock,  consisting of
     103,293,967  then  outstanding  at such ration as may be  determined by the
     Board of Directors.

3.   Elected the following Directors: Gregory Johnson, Robert Heidmann and Paula
     Nichols.

4.   Ratified  and approved the actions of the Board of Directors to the date of
     the meeting.


ITEM 5 - RELATED MATTERS

In the first  part of 1998 the United  States  issued an  Information  Complaint
against William J. Nordvick  alleging  various criminal  actions,  some of which
dealt with his dealings with North American Resorts, Inc.

Nordvick was the  controlling  shareholder  of Voyageur  First.  Inc.  which was
before the asset  purchase of North  American  Resorts,  Inc., at which time the
Company,  Voyageur First, Inc., changed its name to North American Resorts, Inc.
Nordvick was  associated  with North American  Resorts,  Inc. for a short period
after the assets  purchase on March 30, 1995, as a consultant,  to assist in the
transition  from  Voyageur  First  to  North  American.  After  that  he  had no
association  with North  American.  In the action  brought by the United  States
against Nordvick, the Company's records were subpoenaed by the Government.

The action,  originally  filed in  Minnesota  is case No. CR  98-75MJD.  In this
Information  Complaint  the  Government  made  various  allegations,  and  those
concerned with North American Resorts, Inc were basically as follows:

1.   "In concert with (Howard)  Rasmussen and others,  Nordvick  controlled  the
     business affairs of North American Resorts, Inc.

2.   The  basis of part of the  Information  Complaint  was "the  object  of the
     conspiracy  was to defraud the United  States by impeding and impairing the
     internal revenue laws".

                                       5

<PAGE>

3.   As a part of the allegations it was alleged that "the conspiracy  agreed to
     achieve the object of conspiracy  by directly,  or by causing or attempting
     to cause others to:

         ***  "create  and cause to be created  fictitious  transactions  on the
         accounting  books and  records  or Anova and  North  American  Resorts,
         thereby hindering the true determination of income and expenses;"

         "That on or about March 27, 1997,  defendant  Nordvick falsely told IRS
         Special Agent James Lindquist that:

         ***  "Rasmussen  had no knowledge of what Nordvick was doing with North
         American Resorts:"

         *** "Rasmussmen was unaware that North American  Resorts stock had been
         placed in the names of certain of Rasmussens's family members."

         "Concealed Involvement -North American Resorts, Inc.

               "On or about  September  13, 1995,  defendant  Nordvick  caused a
          securities  registration statement to be filed with the Securities and
          Exchange  Commission  on  behalf  of  North  American  Resorts,   Inc.
          identifying  the President of North American to be Brian A. Nelson and
          the  Secretary/Director  to  be  Gary  Larvinson,  thereby  concealing
          defendant  Nordvick's  role in managing the affairs of North  American
          Resorts, Inc."

               "On or about April 15, 1995, pursuant to a Consulting  Agreement,
          defendant  Nordvick  caused  96,000 shares of North  American  Resorts
          preferred  stock to be issued  to  V.H.S.,  Inc.,  a  business  entity
          controlled by defendant Nordvick."

               "On or about June 28, 1995,  defendant  Nordvick  caused  150,000
          shares of North American  Resorts  preferred stock to be issued to T &
          B, Inc., a business entity controlled by defendant Nordvick."

               "On or about  September  1, 1995,  pursuant to an  Agreement  for
          service,  defendant  Nordvick  caused 87,000 shares of North  American
          Resorts  preferred stock to be issued to Consortium Group Bank People,
          Inc., a business entity controlled by defendant Nordvick."

               "On or about  November 1, 1995,  defendant  Nordvick  and Raymond
          Rasmussen caused all of North American Resorts stock issued to V.H.S.,
          Inc., T& B, Inc. and Consortium Group Bank People,  Inc., as described
          above,  to be  cancelled  and  reissued  in the names of  individuals,
          including certain of defendant  Nordvick's family members, and certain
          of Rasmussen's family members, without their knowledge."

               "On  or  about  November  15,  1995,  Raymond   Rasmussen  caused
          defendant  Nordvick to transfer stock held in the names of Rasmussen's
          family members to the names of Raymond Rasmussen and others, and to be
          delivered in Canada to the Delta Vancouver  Airport Hotel & Marina, to
          the attention of "Raymond Rasmussen, (guest)"."

               "On or about November 22, 1995, Raymond Rasmussen instructed that
          certain of the North  American  Resorts  stock issued in his name,  be
          transferred to  certificates  registered in the name of the builder of
          Rasmussen"  $717,000  house and certain family members of the builder,
          in order to pay monies owed to the builder  related to the purchase of
          this property."

               "On or about March 18,  1996,  defendant  Nordvick  caused  North
          American Resorts to file a Registration  Statement with the Securities
          and Exchange Commission, falsely representing that its preferred stock
          was held in the names of "T & B, Inc.",  "V.H.S.  ,Inc.",  "Consortium
          Group" and others."

               "On or about  December  31,  1995,  in the State and  District of
          Minnesota,  in the matter within the jurisdiction of the United States
          Securities  and Exchange  Commission,  a  department  or agency of the
          United  States,  the  defendant,  William J.  Nordvick,  knowingly and
          willfully made and used a false writing,  that is an Annual Report for
          North American Resorts, Inc., stating that North American had obtained
          artwork by the  "purchase  of Rochkes,  Inc. for  $1,000,000  cash and
          150,000 shares of preferred  stock",  knowing the same to be false and
          fraudulent,  all in violation of Title 18, United States Code, Section
          1001."

                                       6

<PAGE>

4.   To the best of the Company's current management,  it is understood that Mr.
     Nordvick  has  entered  a plea in this  matter,  in  front  of the  Federal
     District  Court  of  Brooklyn,   New  York,   where  the  matter  has  been
     transferred.  The file is currently  sealed,  and no determination has been
     made with respect to the plea.

     The Company believes that it has no responsibility or future obligations in
     this  matter and that the  allegations  relating  to the Company are either
     incorrect or immaterial as of the date of this filing.

PART 11

ITEM 6 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS:

DESCRIPTION OF SECURITIES:

General

     The  Registrant's  Articles of  Incorporation,  as amended,  authorize  the
issuance  of  300,000,000  shares of  common  stock of $0.001  par  value,  with
103,293,947  shares issued and  outstanding  as of December 31, 1999.  There are
currently  issued and  outstanding  103,293,967  as of April 4, 2000.  There are
authorized  50,000,000 shares of Preferred stock of no par value. As of December
31, 1999 there were issued and  outstanding  482,815 shares of Preferred  stock.
These shares were originally convertible, for two years from date of issue, into
shares of common  stock at the ratio of one (10) shares of common stock for each
share of Preferred. The conversion time has run out on these shares and they are
now  convertible  to common  stock at the ratio of one (1)  shares of common for
each share of Preferred.  The Company has informed the Transfer Agent, Signature
Stock Transfer,  Inc. to inform the Preferred  shareholders that the Company has
exercised  the right to convert  these shares to common  stock,  so that in 2000
there will be no Preferred stock outstanding.  There are no outstanding  Options
or Warrants.

     The  Registrant's  common stock was trading on the OTC Bulletin Board until
February 2000 at which time it was placed on the Pink sheets for failure to make
the necessary SEC filings in a timely manner.  Its trading symbol is NIAR. It is
anticipated  that upon bringing the SEC filings up to date that the Company will
be placed back of the OTC Bulletin Board.


The following tables sets forth the range of high and low closing bid prices for
the common stock for the periods as reported by the National  Quotation  Bureau.
These prices  represent  inter-dealer  prices,  without  adjustments  for retain
mark-ups,  mark-downs or commissions  and do not  necessarily  represent  actual
transactions.

                                            Common Stock

Calendar Year 1998                          Low               High
------------------                          ---               ----
First Quarter                               $0.006            $0.008
Second Quarter                              $0.005            $0.005
Third Quarter                               $0.006            $0.006
Fourth Quarter                              $0.007            $0.007


Calendar year 1997                          Low               High
------------------                          ---               ----
First Quarter                               $0.09375 $0.2969
Second Quarter                              $0.0875           $0.156
Third Quarter                               $0.014            $0.014
Fourth Quarter                              $0.011            $0.011



                                       7

<PAGE>

COMMON STOCK

Each outstanding share of common stock is fully paid and non-assessable, and the
holders  thereof  are  entitled  to  one  vote  per  share  at  all  meeting  of
shareholders.  All shares are equal to each  other  with  regard to  liquidation
rights and  dividends.  The Articles of  Incorporation  of the Registrant do not
include  preemptive rights to purchase any additional shares of common stock and
do not provide for cumulative voting in the election of directors.  In the event
of liquidation,  dissolution or winding up of the Registrant,  holders of common
stock will be  entitled  to receive on a pro rata basis all of the assets of the
Registrant  after  satisfaction  of all  liabilities,  subject  to the rights of
holders of Preferred stock.

PREFERRED STOCK

As of December 31, 1997 there were 539,965 shares of Preferred  stock issued and
outstanding.  As of the  date of this  filing,  all  Preferred  stock  has  been
converted  to  common  stock on the  books of the  Company,  under the terms and
conditions of said Preferred stock.

Dividends

Holders of the common stock are entitled to share equally in dividends  when, as
and if  declared  by the  Board of  Directors  of the  Registrant,  out of funds
legally  available  therefore.  No dividend  has been paid on common stock since
inception, and none is contemplated in the foreseeable future.

Transfer Agent

The  Registrant's  Transfer Agent is Signature Stock Transfer,  Inc.  located at
14675 Midway Road, Suite 221, Dallas, Texas 75244.



SALES OF SECURITIES:

Pursuant to an open  Registration  Statement  on Form S-8,  the  Company  issued
common  stock to the  following  individuals  or  entities  for  either  cash or
professional services:

 January 9, 1997
          2,900,000 shares to H. C. Stone & Associates for financial consulting.
          2,000,000  shares  to  Twenty  First  Century  Consulting,  Inc.   for
          advertising services.
          1,000,000  shares  to  Anthony  Arrigoni  for  contracted   management
          services.
 March 7, 1997
          1,500,000 shares to H. C. Stone & Associates for financial  consulting
          services.
 April 2, 1997
          1,800,000  shares to H. C. Stone & Associates for financial consulting
          services.
          1,000,000 shares  to  First  Century  Consulting, Inc. for advertising
          services.

These transactions were valued at approximately $352,000 using the quoted market
value of the Company's copmmon stock on the date of each respective transaction.
The Company  received a total of approximately  $171,000 in these  transactions.
The  difference  between  the  "fair  value"  of the  transactions  and the cash
received was charged to operations as "consulting fee expense".

On July 16, 1997, the Company issued 500,000 shares of restricted,  unregistered
stock to  Leopoldo  S.  Fernandez  for  consulting  fees  related  to a proposed
acquisition of real estate in the Dominican  Republic which did not  consummate.
This  transaction was valued at  approximately  $5,000,  which  approximated the
"fair  value" of the  Company's  common stock based on  discounted  value of the
quoted  market  price  of  the  Company's  common  stock  on  the  date  of  the
transaction.

On October 15, 1997 and March 1, 1998, respectively, the Company sold 16,000,000
and  20,000,000  shares of  restricted,  unregistered  common  stock to James T.
Callahan and Steve M. Weber for $90,000 and $23,000 cash. These transaction were
valued at $150,000 and $100,000,  respectively, using the quoted market value of
the  Company's  common  stock on the date of each  respective  transaction.  The
difference  between the "fair value" of the  transactions  and the cash received
was charged to operations as "consulting fee expense".

                                       8

<PAGE>



ITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures.  As of the date hereof,  the  Registrant  has  divested  itself of all
operating   assets  and  has  no  business   opportunities   or  ventures  under
contemplation   for   acquisition   but   proposes  to   investigate   potential
opportunities in the form of investors or entrepreneurs with a concept which has
not yet been placed in operation,  or in the form of firms which are  developing
companies in need of limited additional funds for expansion into new products or
services,  and which are  seeking  to  develop a new  product  or  service.  The
Registrant may also seek out  established  businesses  which may be experiencing
financial or operational  difficulties and are in need of the limited additional
capital the Registrant  could provide.  The Registrant  anticipates that it will
seek to merge with an existing business.  After the merger, the surviving entity
will be the Registrant (North American Resorts, Inc.); however,  management from
the acquired  entity will in all likelihood  operate the  Registrant.  There is,
however,  a remote  possibility  that the  Registrant  may seek to  acquire  and
operate an ongoing  business,  in which case the  existing  management  might be
retained.  Due to  the  absence  of  capital  available  for  investment  by the
Registrant,  the types of  businesses  seeking to be acquired by the  Registrant
will no doubt be smaller and higher risks of businesses.  In all  likelihood,  a
business   opportunity  will  involve  the  acquisition  of  or  merger  with  a
corporation which does not need additional cash but which desires to establish a
public  trading  market  for its Common  Stock.  Accordingly,  the  Registrant's
ability to acquire any business of substance may be extremely limited.

On February 1, 2000 the Registrant  experienced a change in control due a change
in management and the pending issue of 2,000,0000  shares of common stock of the
Registrant to M. D. Price, Jr., Escrow Account.. It is the intent of the current
management to continue  seeking a suitable  situation for merger or acquisition.
Further,   the  Registrant  is  dependent  upon  management  and/or  significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  during this phase.  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  Registrant   does  not  propose  to  restrict  its  search  for  investment
opportunities  to any  particular  industry or  geographical  location  and may,
therefore,  engage in essentially any business,  anywhere,  to the extent of its
limited resources.

It  is  anticipated  that  business  opportunities  will  be  available  to  the
Registrant and sought by the  Registrant  from various  sources,  throughout the
United  States and Canada,  including its Officers and  Directors,  professional
advisors such as attorneys, accountants, securities broker(s)/dealer(s), venture
capitalists, members of the financial community, other businesses and others who
may present solicited and unsolicited proposals. The Registrant also anticipates
soliciting  proposals through financial  periodicals and newspapers.  The reason
for this approach is to attract the most favorable  business  opportunities  and
ventures available. Management believes that business opportunities and ventures
will become  available to it following the effective  date of this  Registration
Statement, due to a number of factors,  including, among others: a) Management's
willingness  to enter  into  unproven,  speculative  ventures;  b)  Management's
contacts and acquaintances; and, c) the Registrant's flexibility with respect to
the manner in which it may structure  potential  financing and/or  acquisitions.
However,  there is no assurance that the Registrant will be able to structure or
finance and/or acquire any business opportunity or venture.

OPERATION OF THE REGISTRANT:

The Registrant  intends to search  throughout the United States and Canada for a
merger/acquisition  candidate,  however,  because  of the lack of  capital,  the
Registrant  believes that the  merger/acquisition  candidate  will be conducting
business within a limited geographical area. In the event of a consummation of a
merger or acquisition with a suitable candidate,  it is highly probable that the
Registrant's  principal  offices will be relocated to the existing office of the
merger or acquisition candidate. Further the Registrant may also have offices at
such other places as the Board of Directors  may from time to time  determine or
the future  business,  subsequent to the consummation of a merger or acquisition
of the Registrant may require to the consummation of a merger or acquisition, of
the Registrant may require.

At the present time,  all corporate  records will be maintained at 15945 Quality
Trail North, Scandia,  Minnesota 55073 and it is anticipated that all reasonably
predictable future shareholder meetings will take place in Minnesota.

                                       9

<PAGE>

The Officers and Directors will  personally seek  acquisition/merger  candidates
and/or orally contact individuals or broker(s)/dealer(s)  and advise them of the
availability  of the Registrant as an acquisition  candidate.  The Officers will
review material furnished them by the proposed merger/acquisition  candidate and
decide if a  merger/acquisition  is in the best  interests of the Registrant and
its shareholders.  The proposed merger/acquisition will then be submitted to all
the Registrant's shareholders, if required.

The Registrant may also employ outside consultants, however, no such consultants
will be engaged  until a  merger/acquisition  candidate has been targeted by the
Registrant.  Management  believes that it is impossible to consider the specific
criteria that will be used to hire consultants; however, several of the criteria
may include the consultant's  relevant experience,  the services to be provided,
the term of service required by the Registrant. In prior situations,  management
has not used any specific outside consultants and cannot predict the probability
that management will recommend any specific consultant(s) for future use.

SELECTION OF OPPORTUNITIES:

The analysis of new business  opportunities  will be  undertaken by or under the
supervision of the Officers and Directors of the  Registrant,  none of whom is a
professional  business  analyst or has any previous  training or  experience  in
business analysis. Inasmuch as the Registrant will have no funds available to it
in its search for business  opportunities and ventures,  the Registrant will not
be able to expend  significant funds on a complete and exhaustive  investigation
of such business or opportunity.  The Registrant will, however,  investigate, to
the  extent  believed   reasonable  by  Management,   such  potential   business
opportunities  or ventures.  As a part of the  Registrant's  investigation,  the
Officers and Directors will meet personally with management and key personnel of
the firm sponsoring the business  opportunity,  may visit and inspect plants and
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references of management and key personnel,  and conduct other
reasonable  measures,  to the  extent  of  the  Registrant's  limited  financial
resources and management and technical expertise.

Prior to making a decision  to  recommend  to  shareholders  participation  in a
business  opportunity or venture,  the Registrant will generally request that it
be provided with written materials regarding the business opportunity containing
such  items  as  a  description  of  products,  services  and  company  history;
management resumes;  financial  information;  available projections with related
assumptions upon which the projections were based; evidence of existing patents,
trademarks or service  marks or rights  thereto;  present and proposed  forms of
compensation  to  management;   a  description  of   transactions   between  the
prospective  entity and its affiliates during relevant periods; a description of
present  and  required   facilities;   an  analysis  of  risks  and  competitive
conditions; and, other information deemed relevant.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting,  and execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and costs for accountants, attorneys and others. If a decision is made
not to participate in a specific  business  opportunity,  the costs  theretofore
incurred in the related  investigation  would not be  recoverable.  Furthermore,
even if an agreement  is reached for the  participation  in a specific  business
opportunity,  the failure to consummate that  transaction may result in the loss
to the Registrant of the costs incurred.

                                       10

<PAGE>

The  Registrant  will have  unlimited  flexibility  in seeking,  analyzing,  and
participating  in business  opportunities.  In its efforts,  the Registrant will
consider the following kinds of factors:

     a)   Potential for growth, indicated by new technology,  anticipated market
          expansion or new products;

     b)   Competitive  position as  compared  to other firms  engaged in similar
          activities;

     c)   Strength of the merger/acquisition candidate's management;

     d)   Capital  requirements  and anticipated  availability of required funds
          from future  operations,  through the sale of  additional  securities,
          through joint ventures or similar  arrangements or from other sources;
          and

     e)   Other relevant factors.

Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.  Potential investors must recognize that due to
the Registrant's  limited capital  available for  investigation and management's
limited  experience in business  analysis,  the  Registrant  may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.

Further, the consummation of a merger or acquisition  transaction may or may not
involve  the sale of  shares  of  common  stock  currently  held by  members  of
management,  directors or  significant  shareholders.  The terms and  conditions
related to any potential  sale of these shares may or may not be made  available
to other minority or non-controlling existing shareholders of the Registrant.

Prior to the  consummation  of any merger or  acquisition,  the Registrant  will
request the approval of the existing shareholders. Accordingly, all shareholders
will be provided with the pertinent  information  related to the proposed merger
or acquisition,  including audited financial statements, concerning the proposed
target company of the merger or acquisition.

Additionally,  the  Registrant  will be subject to all  disclosure and reporting
requirements  of The  Securities  and Exchange  Commission,  including,  but not
limited to, the filing of a Form 8-K Current  Report for the  disclosure  of any
pending  merger  or  acquisition  and the  dissemination  of  audited  financial
statements of the merger or acquisition candidate upon consummation.

FORM OF ACQUISITION:

The manner in which the Registrant  participates  in an opportunity  will depend
upon the nature of the  opportunity,  the  respective  needs and  desires of the
Registrant and the promoters of the  opportunity,  and the relative  negotiating
strength of the  Registrant and such  promoters.  The exact form or structure of
the  Registrant's  participation  in a business  opportunity  or venture will be
dependent  upon  the  needs  of  the  particular  situation.   The  Registrant's
participation  may be structured as an asset  purchase,  a lease,  a license,  a
joint venture, a partnership, a merger or the acquisition of securities.

As set forth above,  the Registrant may acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  in the
Registrant.  Although the terms of any such transaction cannot be predicted,  it
should be noted that,  in certain  circumstances,  the criteria for  determining
whether or not an  acquisition is a so-called  "tax free"  reorganization  under
Section  368(a)(1) of the Internal Revenue Code of 1976, as amended,  may depend
upon the issuance to the  shareholders of the acquired company of at least 80.0%
of  the  Common  Stock  of  the  combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other "tax free" provisions  provided under the Internal
Revenue Code, all prior shareholders may, in such circumstances, retain 20.0% or
less of the total issued and  outstanding  Common  Stock.  If such a transaction
were  available to the  Registrant,  it will be necessary to obtain  shareholder
approval to effectuate a reverse stock split or to authorize  additional  shares
of Common  Stock prior to  completing  such  acquisition.  This could  result in
substantial  additional dilution to the equity of those who were shareholders of
the Registrant prior to such reorganization.  Further, extreme caution should be
exercised by any investor relying upon any tax benefits in light of any existing
tax laws or any proposed  changes  thereto.  It is possible that no tax benefits
will exist at all.  Prospective  investors,  if any,  should  consult  their own
legal, financial and other business advisors.

                                       11

<PAGE>

In conjunction with a merger with or acquisition of a  privately-owned  company,
there  exists a  probability  that a  change  in  control  will  occur  upon the
consummation of the merger or  acquisition.  In order to make such a transaction
feasible,  it is  highly  probable  that  management  will  offer a  controlling
interest in the Registrant to any identified merger or acquisition candidate.

The present  management and the current  shareholders  of the Registrant may not
have control of a majority of the voting  shares of the  Registrant  following a
reorganization transaction. As part of such a transaction,  all or a majority of
the Registrant's Directors may resign and new Directors may be appointed without
any vote by shareholders.

Present  shareholders  have not agreed to vote their respective shares of Common
Stock in accordance with the vote of the majority of all  non-affiliated  future
shareholders of the Registrant with respect to any business combination.

NOT AN "INVESTMENT ADVISOR":

The  Registrant  is not an  "investment  advisor"  under the Federal  Investment
Advisers Act of 1940,  which  classification  would involve a number of negative
considerations.  Accordingly,  the  Registrant  will not  furnish or  distribute
advise, counsel, publications,  writings, analysis or reports to anyone relating
to the  purchase  or sale of any  securities  within the  language,  meaning and
intent  of  Section  2(a)(11)  of the  Investment  Advisers  Act of 1940,  15USC
80b2(a)(11).

NOT AN "INVESTMENT COMPANY":

The Registrant may become involved in a business  opportunity through purchasing
or exchanging the securities of such business.  The Registrant  does not intend,
however,  to engage  primarily in such  activities  and is not  registered as an
"investment  company"  under the Federal  Investment  Company  Act of 1940.  The
Registrant believes such registration is not required.

The Registrant must conduct its activities so as to avoid becoming inadvertently
classified  as a transient  "investment  company"  under the Federal  Investment
Company Act of 1940, which  classification would affect the Registrant adversely
in a number of respects. Section 3(a) of the Investment Company Act provides the
definition of an  "investment  company"  which excludes an entity which does not
engage  primarily  in the  business  of  investing,  reinvesting  or  trading in
securities,  or which  does not engage in the  business  of  investing,  owning,
holding or trading  "investment  securities"  (defined as "all securities  other
than  United  States  government  securities  or  securities  of  majority-owned
subsidiaries")  the value of which  exceeds  forty  (40.0%)  of the value of its
total  assets  (excluding  government  securities,  cash  or  cash  items).  The
Registrant  intends to implement its business plan in a manner which will result
in the  availability  of this  exemption  from  the  definition  of  "investment
company". The Registrant proposes to engage solely in seeking an interest in one
or more business opportunities or ventures.

Effective January 14, 1981, the U. S. Securities and Exchange Commission adopted
Rule  3a-2  which  deems  that an  issuer  is not  engaged  in the  business  of
investing, reinvesting, owning, holding or trading in securities for purposes of
Section  3(a)(1),  cited above,  if,  during a period of time not  exceeding one
year, the issuer has a bona fide intent to be engaged  primarily,  or as soon as
reasonably  possible  (in any event by the  termination  of a one year period of
time), in a business other that of investing,  reinvesting,  owning,  holding or
trading in securities and such intent is evidenced by the Registrant's  business
activities and  appropriate  resolution of the  Registrant's  Board of Directors
duly adopted and duly  recorded in the minute book of the  Registrant.  The Rule
3a-2 "safe harbor" may not be relied on more than a single time.  The Registrant
expects to have invested or committed all, or substantially all, of the proceeds
of this public offering in the  investigation  and/or  acquisition of a business
opportunity  acquisition  within a year after  completion  of the  offering  and
thereafter to not encounter the  possibility of being  classified as a transient
investment company.

                                       12

<PAGE>

ITEM 8 - INDEX TO FININCIAL STATEMENT:

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document.

ITEM 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURES

The  Accounting  firm of  Gary A. La  Palme,  the  independent  auditors  of the
Company,  were dismissed  effective as of March 1, 2000. During the fiscal years
ended  December  31, 1996 and 1995,  there have been no  disagreements  with Mr.
LaPalme  on any  matter  of  events.  Mr.  LaPalme's  report  on  the  financial
statements  for the fiscal year ended  December  31, 1996  contained  no adverse
opinion or  disclaimer  of  opinion  and was not  qualified  or  modified  as to
uncertainty, audit scope or accounting principals.

The Company  engaged the accounting  firm of S. W. Hatfield,  CPA as independent
auditors  for the  Company,  effective  as of March 1, 2000 for the fiscal years
ended  December  31,  1997,  1998,  and 1999  and for  subsequent  periods.  The
engagement of S. W. Hatfield & Associates was approved by the Company's Board of
Directors.  During the fiscal years ended  December 31, 1997,  1998 and 1999 and
the interim  period  subsequent  to December 31, 1999 there were no  consultants
with S. W.  Hatfield & Associates  on any matter of  accounting  principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial condition.

ITEM 10 - OFFICERS AND DIRECTORS:

The current officers and directors of Registrant are as follows:

      Name                         Position
      ----                         --------

Gregory Johnson            President and Chief Executive Officer

Robert Heidmann            Vice President

Paula Nichols              Secretary and Chief Financial Officer

During the year 1997 and up to February 1, 2000 the officers and directors  were
as follows:

Anthony Arrigoni           President

R. J. Randall              Vice President

Deborah Walters            Secretary/Treasurer

On February 1, 2000 the above  officers and  directors  resigned and the current
directors and officers were elected.

ITEM 11 - EXECUTIVE COMPENSATION:

None  of  the  current  officers  or  directors  receives  or has  received  any
compensation or salary from the  Registrant.  The Registrant does not anticipate
entering  into  Employment  Agreements  with  any of  its  current  officers  or
directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
Board meetings.

During  the  year  1997  the  Company's   Officers  and  Directors  received  no
compensation as the Company was short on cash, and they were conserving it in an
attempt to have the Company survive.

                                       13

<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                           Number of
Name                                     Shares owned    Class       Percent

Anthony Arrigoni           Directly      1,677,000  }   Common  }
      Indirectly (Diane C. Arrigoni)     1,677,000  }           }
                                                                }   4.26% (1997)
Anthony Arrigoni    165,000 Preferred                           }
                   Now convertible into    165,000      Common  }
 The shares owned by Mr. Arrigoni represent in 2000, 3.42%.

James T. Callahan & Steve M Weber       29,000,000      Common     27.93%
             (As Joint Tenants)

Cede & Co., New York (in street name)   52,577,418      Common     50.64%

American Clinical Labs                  12,500,000      Common     12.04%


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     None

ITEM 14 -EXHIBITS AND REPORTS ON FROM 8-K

(a)  The following documents are filed as Exhibits to this Registration.

     Exhibit 16.1 Prior accountants report.

     Exhibit "27", Financial Document Schedule

(b)  Reports on Form 8-K; None

                                   SIGNATURES
                                   ----------

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the Registrant caused this Registration  Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

NORTH AMERICAN RESORTS, INC.

By  /s/  Gregory Johnson                                      Dated: May 2, 2000
   ---------------------------------
         Gregory Johnson, President

By  /s/  Paula Nichols                                        Dated: May 2, 2000
   ---------------------------------
         Paula Nichols, Secretary









                                       14

<PAGE>



                                 NORTH AMERICAN
                                  RESORTS, INC.

                              Financial Statements
                                       and
                                Auditor's Report

                           December 31, 1998 and 1997






                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm


<PAGE>

                          NORTH AMERICAN RESORTS, INC.

                                    CONTENTS

                                                                  Page
                                                                  ----

Reports of Independent Certified Public Accountants                F-3

Financial Statements

   Balance Sheets
     as of December 31, 1998 and 1997                              F-4

   Statements of Operations and Comprehensive Income
     for the years ended December 31, 1998 and 1997                F-5

   Statement of Changes in Stockholders' Equity
     for the years ended December 31, 1998 and 1997                F-6

   Statements of Cash Flows
     for the years ended December 31, 1998 and 1997                F-7

   Notes to Financial Statements                                   F-8






                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
North American Resorts, Inc.

We have audited the accompanying balance sheets of North American Resorts,  Inc.
(a  Colorado  corporation  ) as of  December  31,  1998 and 1997 and the related
statements of operations  and  comprehensive  income,  changes in  stockholders'
equity  and cash  flows for each of the years then  ended,  respectively.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of North American Resorts, Inc as
of December 31, 1998 and 1997 and the related statements of operations,  changes
in  stockholders'  equity  and cash  flows  for each of the  years  then  ended,
respectively, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the  Company's  lack of operating  assets makes it fully
dependent  upon the  majority  shareholder's  continuing  support to provide all
nominal working capital support on the Company's behalf. This situation raises a
substantial  doubt about the Company's  ability to continue as a going  concern.
The majority  shareholder  intends to continue the funding of nominal  necessary
expenses  to sustain the  corporate  entity.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                                        S. W. HATFIELD, CPA
Dallas, Texas
April 26, 2000

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                       F-3

<PAGE>

<TABLE>

<CAPTION>

                          NORTH AMERICAN RESORTS, INC.
                                 BALANCE SHEETS
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------

                                                                 1998           1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
Current assets
   Cash on hand and in bank                                  $      --      $      --
   Net current assets of discontinued operations                    --          314,570
                                                             -----------    -----------
     Total current assets                                           --          314,570
                                                             -----------    -----------

Other assets
   Organization costs, net of accumulated
     amortization of approximately $7,364
     and $6,231, respectively                                      2,833          5,099
   Net other assets of discontinued operations                      --          625,911
                                                             -----------    -----------
     Total other assets                                            2,833        631,010
                                                             -----------    -----------

TOTAL ASSETS                                                 $     2,833    $   945,580
                                                             ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current liabilities
   Cash overdraft                                            $      --      $     5,924
   Net current liabilities of discontinued operations               --          543,452
                                                             -----------    -----------
     Total current liabilities                                      --          549,376
                                                             -----------    -----------

Commitments and contingencies

Stockholders' 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 82,722,447 shares
     issued and outstanding, respectively                        103,294         82,723
   Additional paid-in capital                                  3,620,237      3,527,663
   Accumulated deficit                                        (5,192,281)    (4,698,910)
                                                             -----------    -----------
     Total stockholders' equity                                    2,833        396,204
                                                             -----------    -----------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                      $     2,833    $   945,580
                                                             ===========    ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                                             F-4


<PAGE>

<TABLE>

<CAPTION>

                          NORTH AMERICAN RESORTS, INC.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                     Years ended December 31, 1998 and 1997


                                                                1998             1997
                                                          -------------    -------------
<S>                                                       <C>              <C>
Net revenues                                              $        --      $        --

Operating expenses
   Amortization of organization costs                             2,266            2,266
                                                          -------------    -------------

Loss from continuing operations before income taxes              (2,266)          (2,266)

Income tax benefit (expense)                                       --               --
                                                          -------------    -------------

Loss from continuing operations                                  (2,266)          (2,266)
                                                          -------------    -------------

Discontinued operations, net of income taxes
   Income (Loss) from discontinued operations,
     net of income taxes of $-0- and $-0-, respectively        (455,974)         (84,518)
   Income (Loss) on disposition, net of income
     taxes of $-0- and $-0-, respectively                       (35,131)            --
                                                          -------------    -------------

Income (loss) from discontinued operations                     (491,105)         (84,518)
                                                          -------------    -------------

Net Income (Loss)                                              (493,371)         (86,784)

Other comprehensive income                                         --               --
                                                          -------------    -------------

Comprehensive Income (Loss)                               $    (493,371)   $     (86,784)
                                                          =============    =============

Earnings (Loss) per weighted-average
   share of common stock outstanding
     From continuing operations                                     nil              nil
     From discontinued operations                                   nil              nil
                                                          -------------    -------------
     Total earnings (loss) per share                                nil              nil
                                                          =============    =============

Weighted-average number of
   common shares outstanding                                100,553,051       68,913,433
                                                          =============    =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                                             F-5


<PAGE>

<TABLE>

<CAPTION>

                          NORTH AMERICAN RESORTS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years ended December 31, 1998 and 1997


                                            Preferred Stock                  Common Stock             Additional       Treasury
                                            ---------------                  ------------               paid-in          stock
                                        Shares          Amount          Shares          Amount          capital         at cost
                                     ------------    ------------    ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>             <C>

Balances at January 1, 1997               771,465    $  1,575,373      60,657,447    $     60,658    $  3,381,483    $   (291,900)

Issuance of common stock for
   Consulting fees                           --              --         6,350,000           6,350         115,150            --
   Cash                                      --              --        20,400,000          20,400         227,600            --

Retirement of stock issued in 1996
   for investment in joint venture
   rescinded in 1997                     (200,000)        (83,400)     (5,000,000)         (5,000)       (203,500)        291,900

Conversion of preferred stock
   to common at a 10 for 1 ratio          (31,500)         (7,245)        315,000             315           6,930            --

Net loss for the year                        --              --              --              --              --              --
                                     ------------    ------------    ------------    ------------    ------------    ------------

Balances at December 31, 1997             539,965       1,484,728      82,722,447          82,723       3,527,663            --

Issuance of common stock
   for cash                                  --              --        20,000,000          20,000          80,000            --

Conversion of preferred stock
   to common at a 10 for 1 ratio          (57,150)        (13,145)        571,500             571          12,574            --

Net loss for the year                        --              --              --              --              --              --
                                     ------------    ------------    ------------    ------------    ------------    ------------

Balances at December 31, 1998             482,815    $  1,471,583     103,293,947    $    103,294    $  3,620,237    $       --
                                     ============    ============    ============    ============    ============    ============

</TABLE>

                                        Accumulated
                                          deficit          Total
                                       ------------    ------------


Balances at January 1, 1997            $ (4,612,126)   $    113,488

Issuance of common stock for
   Consulting fees                             --           121,500
   Cash                                        --           248,000

Retirement of stock issued in 1996
   for investment in joint venture
   rescinded in 1997                           --              --

Conversion of preferred stock
   to common at a 10 for 1 ratio               --              --

Net loss for the year                       (86,784)        (86,784)
                                       ------------    ------------

Balances at December 31, 1997            (4,698,910)        396,204

Issuance of common stock
   for cash                                    --           100,000

Conversion of preferred stock
   to common at a 10 for 1 ratio               --              --

Net loss for the year                      (493,371)       (493,371)
                                       ------------    ------------

Balances at December 31, 1998          $ (5,192,281)   $      2,833
                                       ============    ============


The accompanying notes are an integral part of these financial statements.

                                                                             F-6


<PAGE>

                          NORTH AMERICAN RESORTS, INC.
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1998 and 1997


                                                         1998         1997
                                                       ---------    ---------
Cash flows from operating activities
   Net income (loss) for the period                    $(493,371)   $ (86,784)
   Adjustments to reconcile net loss to net
      cash provided by operating activities
      Loss on disposition of discontinued operations      35,131         --
      Depreciation and amortization                       15,415       16,195
      Consulting and other expenses paid with
         issuance of preferred and common stock           77,000      198,500
      Deferred revenue earned                               --       (103,994)
      Change in net assets and liabilities
         of discontinued operations                      348,749     (201,710)
                                                       ---------    ---------

Net cash provided by (used in) operating activities      (17,076)    (177,793)
                                                       ---------    ---------


Cash flows from investing activities                        --           --
                                                       ---------    ---------


Cash flows from financing activities
   Increase in cash overdraft                             (5,924)       5,924
   Proceeds from sale of common stock                     23,000      171,000
                                                       ---------    ---------

Net cash provided by (used in) financing activities       17,076      176,924
                                                       ---------    ---------

Increase (Decrease) in Cash                                 --           (869)

Cash at beginning of period                                 --            869
                                                       ---------    ---------

Cash at end of period                                  $    --      $    --
                                                       =========    =========

Supplemental disclosure of interest
   and income taxes paid
      Interest paid for the period                     $     565    $   1,947
                                                       =========    =========
      Income taxes paid for the period                 $    --      $    --
                                                       =========    =========


The accompanying notes are an integral part of these financial statements.

                                                                             F-7


<PAGE>

                          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 December 31, 1998 and 1997, 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.

                                                                             F-8


<PAGE>

                          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  December  31,  1998 and 1997,  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 December
      31, 1998 and 1997, 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, 1998 and 1997, respectively, are as follows:

                                                        1998            1997
                                                     ----------      ----------

         Net sales                                   $  648,457      $2,530,382
                                                     ==========      ==========
         Operating income (loss)                     $ (455,974)     $  (86,784)
                                                     ==========      ==========
         Loss from discontinued operations           $ (455,974)     $  (86,784)
                                                     ==========      ==========


NOTE D - PREFERRED STOCK

The Company has 482,815  shares of  preferred  stock issued and  outstanding  at
December 31, 1998. 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.

                                                                             F-9


<PAGE>

                          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 the  latest 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.

                                                                            F-10