UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-QSB/A-1

--------------------------------------------------------------------------------


(Mark one)
    XX          QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
---------       EXCHANGE  ACT OF 1934

                       For the quarterly period ended March 31, 2000

                TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE  ACT
---------       OF 1934

                       For the transition period from ___________ to ___________

--------------------------------------------------------------------------------


                         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:   June 12, 2000: 9,756,300
                                                    ------------------------

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



<PAGE>



                          North American Resorts, Inc.

              Form 10-QSB/A-1 for the Quarter ended March 31, 2000

                                Table of Contents

                                                                            Page
                                                                            ----

Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          8


Part II - Other Information

  Item 1   Legal Proceedings                                                  9

  Item 2   Changes in Securities                                              9

  Item 3   Defaults Upon Senior Securities                                    9

  Item 4   Submission of Matters to a Vote of Security Holders                9

  Item 5   Other Information                                                 10

  Item 6   Exhibits and Reports on Form 8-K                                  10


Signatures                                                                   10


Exhibit 23.1 - Consent of Independent Certified Public Accountants           11


This filing  includes  Exhibit 23.1 - Consent of  Independent  Certified  Public
Accountants  for the  inclusion  by  reference  to two  (2)  separate  Form  S-8
Registration Statements which were filed prior to this amendment and remain open
on behalf of the Company.

                                                                               2


<PAGE>

<TABLE>

<CAPTION>

Part 1 - Item 1 - Financial Statements

                          North American Resorts, Inc.
                                 Balance Sheets
                             March 31, 2000 and 1999

                                   (Unaudited)

                                                                     2000           1999
                                                                 -----------    -----------
<S>                                                              <C>            <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                      $      --      $      --
   Net current assets of discontinued operations                        --             --
                                                                 -----------    -----------
     Total current assets                                               --             --
                                                                 -----------    -----------

Other Assets
   Organization costs, net of accumulated amortization
     of $11,330 and $9,064, respectively                                --            2,266
   Net other assets of discontinued operations                          --             --
                                                                 -----------    -----------
     Total other assets                                                 --            2,266
                                                                 -----------    -----------

Total Assets                                                     $      --      $     2,266
                                                                 ===========    ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
   Accounts payable - trade                                      $      --      $      --
                                                                 -----------    -----------
     Total current liabilities                                          --             --
                                                                 -----------    -----------


Commitments and Contingencies

Shareholders' Equity
   Preferred stock - No par value
     50,000,000 shares authorized; -0- and 482,815
       shares issued and outstanding, respectively                      --        1,741,583
   Common stock - $0.001 par value
     300,000,000 shares authorized; 105,776,762
       and 103,293,947 shares issued and
       outstanding, respectively                                     105,777        103,294
   Additional paid-in capital                                      5,102,937      3,620,237
   Accumulated deficit                                            (5,208,714)    (5,192,848)
                                                                 -----------    -----------
     Total shareholders' equity                                         --            2,266
                                                                 -----------    -----------

Total Liabilities and Shareholders' Equity                       $      --      $     2,266
                                                                 ===========    ===========

</TABLE>

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


<PAGE>

<TABLE>

<CAPTION>

                          North American Resorts, Inc.
                Statements of Operations and Comprehensive Income
                   Three months ended March 31, 2000 and 1999

                                   (Unaudited)

                                                       Three months     Three months
                                                          ended            ended
                                                        March 31,        March 31,
                                                            2000             1999
                                                      -------------    -------------
<S>                                                   <C>              <C>
Revenues                                              $        --      $        --
                                                      -------------    -------------

Expenses
   Professional fees                                         13,600             --
   Amortization of organization costs                           567              566
                                                      -------------    -------------
     Total expenses                                          14,167              566
                                                      -------------    -------------

Loss from continuing operations before income taxes         (14,167)            (566)

Provision for income taxes                                     --               --
                                                      -------------    -------------

Net Loss                                                    (14,167)            (566)

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

Comprehensive Loss                                    $     (14,167)   $        (566)
                                                      =============    =============

Loss per weighted-average share of
   common stock outstanding, calculated
   on Net Loss                                                  nil              nil
                                                      =============    =============

Weighted-average number of shares
   of common stock outstanding                          104,670,991       93,166,911
                                                      =============    =============

</TABLE>

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


<PAGE>



                          North American Resorts, Inc.
                            Statements of Cash Flows
                   Three months ended March 31, 2000 and 1999

                                   (Unaudited)

                                              Three months     Three months
                                                  ended            ended
                                                March 31,        March 31,
                                                   2000             1999
                                             -------------    -------------
Cash Flows from Operating Activities
   Net loss                                  $     (14,167)   $        (566)
   Adjustments to reconcile net loss to
     net cash used in operating activities
       Issuance of common stock
         for payment of professional fees           13,600             --
       Depreciation and amortization                   567              566
                                             -------------    -------------

Net cash used in operating activities                 --               --
                                             -------------    -------------


Cash Flows from Investing Activities                  --               --
                                             -------------    -------------


Cash Flows from Financing Activities                  --               --
                                             -------------    -------------

Increase (Decrease) in Cash                           --               --

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

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

Supplemental disclosure of interest
   and income taxes paid

     Interest paid for the period            $        --      $        --
                                             =============    =============
     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


<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 then controlled by the Company
and the operation of Cypress Island  Preserve as a tourist  destination.  During
the  fourth  quarter of 1998,  the  Company  liquidated  its  holdings  in these
ventures and discontinued all operations.

With the disposition of all operations,  the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf.  The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2000 and 1999, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     The Company has net operating loss carryforwards for income tax purposes of
     approximately  $900,000. If these carryforwards are not utilized, they will
     begin to expire in 2010.

     Due to the  provisions  of Internal  Revenue  Code Section 338, the Company
     will have no net operating loss carryforwards available to offset financial
     statement  or tax return  taxable  income in future  periods as a result of
     respective  changes  in  control  in  2000  and  1999,  which  involved  50
     percentage  points or more of the issued and outstanding  securities of the
     Company.

                                                                               6


<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 March 31, 2000 and 1999,  the Company
     has no outstanding  warrants and options issued and  outstanding.  Further,
     the Company's convertible preferred stock is considered to be anti-dilutive
     due to the  Company's  net  operating  loss  position at March 31, 2000 and
     1999, respectively.

Note C - Preferred Stock

As of December  31,  1999,  the Company had 482,815  shares of  preferred  stock
issued and outstanding. For a two (2) year period from the initial issue date of
the preferred  stock,  these shares were  convertible  into common shares at the
rate of 10 common  shares for each share of  preferred.  Thereafter,  the shares
were  convertible  at a rate of one (1)  share  of  common  for  each  share  of
preferred outstanding.

On  March  21,  2000,  subsequent  to the  second  anniversary  date of the last
issuance of  preferred  stock,  the Company  converted  100.0% of the issued and
outstanding  preferred  stock into 482,815  shares of  restricted,  unregistered
common stock.

Note D - Common Stock Transactions

In April 1998 and April 2000, respectively,  the Company amended its Articles of
Incorporation  to allow for the issuance of up to 150,000,000  and  300,000,0000
shares of $0.001 par value  common  stock.  The effect of these  amendments  are
reflected in the  accompanying  financial  statements as of the first day of the
first period presented.

On March 20, 2000, at the Company's Annual Meeting of Shareholders, a resolution
was approved to authorize the  Company's  Board of Directors to effect a one (1)
for 1,000 reverse stock split at the discretion of the Board of Directors. As of
March  31,  2000,  this  action  had not been  taken by the  Company's  Board of
Directors.

On February  1, 2000,  the  Company,  in an effort to seek and obtain a suitable
merger or  acquisition  agreement  with an on-going  privately  owned  business,
issued 2,000,000 shares of unregistered, restricted common stock into the escrow
account of the Company's  corporate  attorney.  The attorney is responsible  for
securing the Company's  books and records,  validating  the Company's  corporate
status,  procuring the services of a qualified  independent certified accounting
firm to audit the Company's financial  statements,  facilitate the filing of all
delinquent  reports with the US Securities and Exchange  Commission and evaluate
potential  private  companies  for either merger or  acquisition.  The Company's
common  stock had an estimated  average  quoted  market  price of  approximately
$0.0136  per  share on the date of the  issuance  of  these  shares.  Due to the
restricted  nature of the shares  issued  into  escrow,  the Stock  Subscription
Agreement  was  valued at  approximately  $0.0068  per share,  or  approximately
$13,600 in total, as the "fair value" of this transaction.

                                                                               7


<PAGE>



Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)    Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)    General comments

North American  Resorts,  Inc.  (Company ) was initially  incorporated as Gemini
Ventures,  Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate name to Solomon Trading  Company,  Limited in July
1989; The Voyageur,  Inc. in November 1994; The Voyageur First, Inc. in December
1994 and North American Resorts, Inc. in March 1995, respectively.

From 1995 through 1998, the Company was in the business of selling  vacations in
Florida and the sale of time share memberships to the Ocean Landings and Cypress
Island  Preserve  facilities in Florida which were controlled by the Company and
the operation of Cypress Island  Preserve as a tourist  destination.  During the
fourth  quarter of 1998,  the Company  liquidated its holdings in these ventures
and discontinued all operations.

With the disposition of all operations,  the Company became fully dependent upon
the support of its controlling shareholders for the maintenance of its corporate
status and to provide all working capital support for the Company's behalf.  The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.

(3)    Results of Operations, Liquidity and Capital Resources

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  Accordingly,  the  Company is  dependent  upon  management  and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the  corporate  entity at this time. It is the intent of management
and significant  shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.

The Company is currently seeking a suitable merger or acquisition candidate.

                                                                               8


<PAGE>

<TABLE>

<CAPTION>

Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       On  February  1,  2000,  the  Company,  in an effort to seek and obtain a
       suitable merger or acquisition agreement with an on-going privately owned
       business,  issued  2,000,000 shares of  unregistered,  restricted  common
       stock into the escrow account of the Company's  corporate  attorney.  The
       attorney is  responsible  for securing the  Company's  books and records,
       validating the Company's  corporate  status,  procuring the services of a
       qualified  independent  certified  accounting firm to audit the Company's
       financial  statements,  facilitate the filing of all  delinquent  reports
       with the US Securities  and Exchange  Commission  and evaluate  potential
       private companies for either merger or acquisition.  The Company's common
       stock had an  estimated  average  quoted  market  price of  approximately
       $0.0136 per share on the date of the issuance of these shares. Due to the
       restricted   nature  of  the  shares   issued  into  escrow,   the  Stock
       Subscription  Agreement was valued at approximately $0.0068 per share, or
       approximately $13,600 in total, as the "fair value" of this transaction.

       On  March  21,  2000,  subsequent  to the  second  anniversary  of  their
       issuance,  the  Company  converted  100.0% of the issued and  outstanding
       shares of preferred stock into 482,815 shares of restricted, unregistered
       common stock.

Item 3 - Defaults on Senior Securities

       None

Item 4 - Submission of Matters to a Vote of Security Holders

On  March  20,  2000,  the  Company  held  its  Annual   (Regular)   Meeting  of
Shareholders.  The following  items were  submitted to a vote of and approved by
the Company's security holders:
                                                         For          Against       Abstain
                                                      ----------    ----------    ----------
<S>                                                   <C>           <C>           <C>
a)   PROPOSAL NO. 1
       Amend the Company's Articles
         of Incorporation to allow for
         the issuance of up to 300,000,000
         shares of $0.001 par value common stock      14,417,903        19,500         1,500

b)   PROPOSAL NO. 2
       Authorize a reverse split at such
         ratio as may be determined by
         the Board of Directors                       14,410,903        22,500         5,500

c)   PROPOSAL NO. 3
       Elect the following directors
         Gregory Johnson                              14,429,903             0         9,000
         Paula Nichols                                14,429,903             0         9,000
         Robert Heidmann                              14,429,903             0         9,000

d)   PROPOSAL NO. 4
       Ratification and Approval of the
         the Actions of the Board of Directors        14,366,585         7,500         1,500

</TABLE>



                                                                               9

<PAGE>

Item 5 - Other Information

   None

Item 6 - Exhibits and Reports on Form 8-K

   Exhibit 23.1 - Consent of Independent Certified Public Accountants
   Exhibit 27 - Financial Data Schedule
   Reports on Form 8-K - None

--------------------------------------------------------------------------------


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                    North American Resorts, Inc.


July    24   , 2000                              /s/ Benjamin E. Traub
     --------                              -------------------------------------
                                                               Benjamin E. Traub
                                                          President and Director

July    24   , 2000                               /s/ Ellen Luthy
     --------                              -------------------------------------
                                                                     Ellen Luthy
                                                        Chief Financial Officer,
                                                Secretary-Treasurer and Director





                                                                              10