UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1997

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

                  For the transition period from ______________ to _____________

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                         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)

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Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES     NO  X
                                                              ---    ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:    April 27, 2000: 103,293,967
                                             ---------------------------

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



<PAGE>



                          North American Resorts, Inc.

                 Form 10-QSB for the Quarter ended June 30, 1997

                                Table of Contents

                                                                           Page
                                                                           ----

Part I - Financial Information

  Item 1   Financial Statements                                              3

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


Part II - Other Information

  Item 1   Legal Proceedings                                                 9

  Item 2   Changes in Securities                                             9

  Item 3   Defaults Upon Senior Securities                                   9

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

  Item 5   Other Information                                                 9

  Item 6   Exhibits and Reports on Form 8-K                                  9


Signatures                                                                   9






                                                                               2


<PAGE>

<TABLE>

<CAPTION>

Part 1 - Item 1 - Financial Statements

                          North American Resorts, Inc.
                                 Balance Sheets
                             June 30, 1997 and 1996

                                   (Unaudited)

                                                                 1997           1996
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     ASSETS
                                     ------

Current Assets
   Cash on hand and in bank                                  $      --      $    31,035
   Net current assets of discontinued operations                 132,340      1,366,299
                                                             -----------    -----------
      Total current assets                                       132,340      1,397,334
                                                             -----------    -----------

Other Assets
   Organization costs, net of accumulated amortization
      of $5,098 and $2,840, respectively                           6,232          8,490
   Net other assets of discontinued operations                   729,619      1,345,101
                                                             -----------    -----------
      Total other assets                                         735,851      1,353,591
                                                             -----------    -----------

Total Assets                                                 $   868,191    $ 2,750,925
                                                             ===========    ===========


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

Current Liabilities
   Cash overdraft                                            $    12,437    $      --
   Net current liabilities of discontinued operations            672,493        421,559
                                                             -----------    -----------
      Total current liabilities                                  684,930        421,559
                                                             -----------    -----------

Long-term Liabilities
   Net other liabilities of discontinued operations                 --          881,059
                                                             -----------    -----------

      Total Liabilities                                          684,930      1,302,618
                                                             -----------    -----------


Commitments and Contingencies

Shareholders' Equity
   Preferred stock - No par value                              1,484,728        710,937
   Common stock - $0.001 par value                                66,172          1,307
   Additional paid-in capital                                  3,378,714      1,517,253
   Deficit accumulated during the development stage           (4,746,353)      (781,190)
                                                             -----------    -----------
      Total shareholders' equity                                 183,261      1,448,307
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $   868,191    $ 2,750,925
                                                             ===========    ===========

</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
                Six and Three months ended June 30, 1997 and 1996

                                   (Unaudited)

                                         Six months      Six months     Three months    Three months
                                           ended           ended           ended           ended
                                          June 30,        June 30,        June 30,        June 30,
                                             1997            1996            1997            1996
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Revenues                                $       --      $       --      $       --      $       --
                                        ------------    ------------    ------------    ------------

Expenses
   Amortization of organization costs          1,133           1,133             567             567
                                        ------------    ------------    ------------    ------------

Loss from continuing operations
   before income taxes                        (1,133)         (1,133)           (567)           (567)

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

Loss from continuing operations               (1,133)         (1,133)           (567)           (567)

Discontinued operations,
   net of income taxes
   Income (Loss) from
      discontinued operations               (133,094)        224,344         (56,478)        110,414
                                        ------------    ------------    ------------    ------------

Net Loss                                $   (134,227)   $    223,211    $    (57,045)   $    109,847
                                        ============    ============    ============    ============

Loss per weighted-average
   share of common stock outstanding
      From continuing operations                 nil    $       0.00             nil    $       0.00
      From discontinued operations               nil            0.17             nil            0.08
                                        ------------    ------------    ------------    ------------
         Total loss per share                    nil    $       0.17             nil    $       0.08
                                        ============    ============    ============    ============

Weighted-average number of shares
   of common stock outstanding            64,289,629       1,306,946      66,141,678       1,306,946
                                        ============    ============    ============    ============

</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>

<TABLE>

<CAPTION>

                          North American Resorts, Inc.
                            Statements of Cash Flows
                     Six months ended June 30, 1997 and 1996

                                   (Unaudited)

                                                             Six months   Six months
                                                               ended        ended
                                                              June 30,     June 30,
                                                               1997         1996
                                                             ---------    ---------
<S>                                                          <C>          <C>
Cash Flows from Operating Activities                         $ (87,018)   $(471,169)
                                                             ---------    ---------

Cash Flows from Investing Activities

   Purchase of furniture and equipment                            --        (11,434)
                                                             ---------    ---------

Cash Flows from Financing Activities

   Increase in cash overdraft                                    8,149         --
   Net change in debt                                             --         56,058
   Issuance of stock                                            78,000      456,500
                                                             ---------    ---------
      Net cash flows from financing activities                  86,149      512,558
                                                             ---------    ---------

Increase (Decrease) in Cash and Cash Equivalents                  (869)      29,955

Cash and cash equivalents at beginning of period                   869        1,080
                                                             ---------    ---------

Cash and cash equivalents at end of period                   $    --      $  31,035
                                                             =========    =========

Supplemental Disclosures of Interest and Income Taxes Paid

   Interest paid during the period                           $    --      $    --
                                                             =========    =========
   Income taxes paid (refunded)                              $    --      $    --
                                                             =========    =========

</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.

                                                                               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 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.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein does not include all disclosures  required by
generally accepted accounting  principles and the users of financial information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1997.

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.

                                                                               6


<PAGE>

                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

 Note B - Summary of Significant Accounting Policies - Continued

2.    Organization costs
      ------------------

      Organization  costs  are  amortized  over a five  year  period  using  the
      straight line method.

3.    Income taxes
      ------------

      The Company uses the asset and liability  method of accounting  for income
      taxes. At June 30, 1997 and 1996, 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.

4.    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 June 30, 1997 and 1996,  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 June 30,
      1997 and 1996, respectively.

5.    Reclassifications
      -----------------

      Certain amounts in the 1996 financial statements have been reclassified to
      present the subsequent effect of the Company's discontinued operations.

                                                                               7

<PAGE>


                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

Note C - Discontinued Operations

During the fourth  quarter of 1999,  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, 1997 and 1996, respectively, are as follows:

                                                       1997          1996
                                                    -----------   -----------

         Net sales                                  $ 2,530,382   $   606,937
                                                    ===========   ===========
         Operating income (loss)                    $   (86,784)  $(2,540,077)
                                                    ===========   ===========
         Loss from discontinued operations          $   (86,784)  $(2,591,618)
                                                    ====-======   ===========


Note D - Preferred Stock

The Company has 539,965  shares of  preferred  stock issued and  outstanding  at
December 31, 1997. 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 5,399,650  common  shares that would be subject to be sold pursuant
to Rule 144.

Note E - Common Stock Transactions

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

During  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.

                                                                               8


<PAGE>



                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

Note E - Common Stock Transactions - Continued

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.

               (Remainder of this page left blank intentionally.)









                                                                               9


<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.

                                                                              10


<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None

Item 3 - Defaults on Senior Securities

       None

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

       The Company has held no regularly  scheduled,  called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibit 27 - Financial Data Schedule
       Reports on Form 8-K - None

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


                                   SIGNATURES

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

                                                    North American Resorts, Inc.


April    27   , 2000                                 /s/ Gregory Johnson.
      --------                                      ----------------------------
                                                         Gregory Johnson
                                                         President and Director






                                                                              11