UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A

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


(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, 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 for the Quarter ended June 30, 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      11


Part II - Other Information

  Item 1   Legal Proceedings                                              12

  Item 2   Changes in Securities                                          12

  Item 3   Defaults Upon Senior Securities                                13

  Item 4   Submission of Matters to a Vote of Security Holders            13

  Item 5   Other Information                                              13

  Item 6   Exhibits and Reports on Form 8-K                               13


Signatures                                                                13


Exhibit 23.1 - Consent of Independent Certified Public Accountants        14


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 document and remain open
on behalf of the Company.

                                                                               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

Item 1 - Part 1 - Financial Statements

                           Accountant's Review Report
                           --------------------------

Board of Directors and Shareholders
North American Resorts, Inc.

We have reviewed the accompanying balance sheets of North American Resorts, Inc.
(a  Colorado  corporation)  as of June 30,  2000  and 1999 and the  accompanying
statements of operations and  comprehensive  income for the six and three months
ended  June 30,  2000 and 1999 and  statements  of cash flows for the six months
ended  June 30,  2000 and 1999.  These  financial  statements  are  prepared  in
accordance  with  the  instructions  for Form  10-QSB,  as  issued  by the U. S.
Securities  and  Exchange  Commission,  and are the sole  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression on an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be 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 has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

                                                          S. W. HATFIELD, CPA
Dallas, Texas
July 12, 2000



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
                                        3


<PAGE>

<TABLE>

<CAPTION>

                          North American Resorts, Inc.
                                 Balance Sheets
                             June 30, 2000 and 1999

                                   (Unaudited)

                                                               June 30,       June 30,
                                                                 2000           1999
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     ASSETS
                                     ------

Current Assets
   Cash on hand and in bank                                  $      --      $      --
                                                             -----------    -----------
     Total current assets                                           --             --
                                                             -----------    -----------

Other Assets
   Organization costs, net of accumulated amortization
     of $11,330 and $9,630, respectively                           1,700          1,700
                                                             -----------    -----------
     Total other assets                                            1,700          1,700
                                                             -----------    -----------

Total Assets                                                 $     1,700    $     1,700
                                                             ===========    ===========


                      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; 9,706,300 and
     103,815 issued and outstanding, respectively                  9,706            104
   Additional paid-in capital                                  6,014,757      3,453,427
   Deficit accumulated during the development stage           (5,927,463)    (5,193,414)
                                                             -----------    -----------
                                                                 100,000           --
   Stock subscription receivable                                (100,000)          --
                                                             -----------    -----------

     Total shareholders' equity                                     --            1,700
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $      --      $     1,700
                                                             ===========    ===========

</TABLE>


See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               4


<PAGE>

<TABLE>

<CAPTION>

                          North American Resorts, Inc.
                Statements of Operations and Comprehensive Income
                Six and Three months ended June 30, 2000 and 1999

                                   (Unaudited)

                                         Six months     Six months    Three months   Three months
                                           ended          ended          ended          ended
                                          June 30,       June 30,       June 30,       June 30,
                                            2000           1999           2000           1999
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>
Revenues                                $      --      $      --      $      --      $      --
                                        -----------    -----------    -----------    -----------

Expenses
   Professional fees                         13,600           --             --             --
   Restructuring and
     reorganization costs                    75,000           --           75,000           --
   Amortization of organization costs           567          1,133           --              567
   Compensation expense for issuances
     of common stock at less than
     "fair value"                           643,750           --          643,750           --
                                        -----------    -----------    -----------    -----------

   Total expenses                           732,917          1,133        718,750            567
                                        -----------    -----------    -----------    -----------

Loss from continuing operations
   before income taxes                     (732,917)        (1,133)      (718,750)          (567)

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

Net Loss                                   (732,917)        (1,133)      (718,750)          (567)

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

Comprehensive Loss                      $  (732,917)   $    (1,133)   $  (718,750)   $      (567)
                                        ===========    ===========    ===========    ===========

Loss per weighted-average
   share of common stock
   outstanding, calculated
   on Net Loss                          $     (0.41)           nil    $     (0.21)           nil
                                        ===========    ===========    ===========    ===========

Weighted-average number of shares
   of common stock outstanding            1,776,625        103,815      3,448,058        103,815
                                        ===========    ===========    ===========    ===========

</TABLE>


See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               5

<PAGE>

                          North American Resorts, Inc.
                            Statements of Cash Flows
                     Six months ended June 30, 2000 and 1999

                                   (Unaudited)

                                                     Six months   Six months
                                                       ended        ended
                                                      June 30,     June 30,
                                                       2000         1999
                                                     ---------    ---------
Cash Flows from Operating Activities
   Net loss                                          $(732,917)   $  (1,133)
   Adjustments to reconcile net loss to
     net cash used in operating activities
       Depreciation and amortization                       567        1,133
       Compensation expense for issuances of
         common stock at less than "fair value"        643,750         --
       Common stock issued for consulting expenses      13,600         --
                                                     ---------    ---------

   Net cash used in operating activities               (75,000)        --
                                                     ---------    ---------


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


Cash Flows from Financing Activities
   Proceeds from sale of common stock                   75,000         --
                                                     ---------    ---------

   Net cash provided by financing activities            75,000         --
                                                     ---------    ---------

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                     $    --      $    --
                                                     =========    =========




See Accountant's Review Report.
The accompanying notes are an integral part of these financial statements.

                                                                               6

<PAGE>

                          North American Resorts, Inc.

                          Notes to Financial Statements

Note 1 - 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 2 - 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 June 30, 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.

     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
     changes  in  control  in both 2000 and  1999,  respectively,  involving  50
     percentage  points or more of the issued and outstanding  securities of the
     Company.

                                                                               7


<PAGE>

                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

Note 2 - 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 June 30, 2000 and 1999, the Company has
     no  outstanding  warrants and 50,000 options  issued and  outstanding.  The
     Company's  outstanding stock options are considered to be anti-dilutive due
     to the Company's net operating loss position at June 30, 2000.

Note 3 - 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   pre-reverse  split  shares  (485
post-reverse split shares, as rounded for fractions) of restricted, unregistered
common stock.

Note 4 - 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. Further, on May 30, 2000, the Company's
Board of Directors  effected a one (1) for 1,000 reverse split of the issued and
outstanding  shares of the  Company's  common  stock,  which was approved at the
Company's  Annual Meeting of Shareholders on March 20, 2000. The effect of these
amendments  and the  reverse  stock  split  are  reflected  in the  accompanying
financial statements as of the first day of the first period presented.

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  pre-reverse split shares (2,000  post-reverse split 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.

                                                                               8

<PAGE>

                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

Note 4 - Common Stock Transactions - Continued

On May 30, 2000, the Company entered into a Stock Acquisition  Agreement with an
unrelated individual and/or entity controlled by the individual for the purchase
of 9,500,000 post-reverse split shares of restricted,  unregistered common stock
for total proceeds of $75,000. At the date of this transaction, the "fair value"
of the common stock issued was approximately  $118,750,  based on the discounted
quoted  closing  price  of  the  Company's   common  stock.  The  difference  of
approximately  $43,750 was charged to  operations  as  compensation  expense for
issuances of common stock at less than "fair value".

Note 5 - Stock Options

On June 30, 2000, the Company filed a Form S-8 Registration  Statement under The
Securities  Act of 1933 with the U. S.  Securities  and Exchange  Commission  to
register  700,000  post-reverse  split  shares of common  stock  pursuant to the
Company's 2000 Nonqualifying  Stock Option Plan (2000 NQPlan).  As stated in the
2000 NQPlan document,  "This [2000 NQPlan is] for persons employed or associated
with the Company,  including without limitation any employee,  director, general
partner, officer,  attorney,  accountant,  consultant or advisor, is intended to
advance the best interests of the Company by providing  additional  incentive to
those persons who have a substantial responsibility for its management, affairs,
and  growth by  increasing  their  proprietary  interest  in the  success of the
Company,  thereby  encouraging  them to maintain  their  relationships  with the
Company." The  determination of those eligible to receive options under the 2000
NQPlan,  and the  amount,  price,  type and timing of each Stock  Option and the
terms and conditions shall rest at the sole discretion of the Company's Board of
Directors, subject to the provisions of the 2000 NQPlan.

On June 30, 2000, the Company filed a Form S-8 Registration  Statement under The
Securities  Act of 1933 with the U. S.  Securities  and Exchange  Commission  to
register  800,000  post-reverse  split  shares of common  stock  pursuant to the
Company's 2000 Qualifying Stock Option Plan (2000 QPlan).  As stated in the 2000
QPlan  document,  "This [2000 QPlan] is intended to provide the key employees of
the Company an incentive  through  stock  ownership in the Company and encourage
them to remain in the  Company's  employ."  Any options  granted  under the 2000
QPlan must be granted  within ten (10) years of the adoption  date of the QPlan.
The option price may be determined by the administrating committee and shall not
be less than the greater of the (i) par value of the  Company's  Common Stock or
(ii) the fair market value of the Company's Stock on the date that the option is
granted.  All granted options shall be of a term selected by the  administrating
committee,  but in no event be for a term of longer than ten (10) years from the
grant date.

On June 30, 2000, the Company granted options to purchase  150,000 shares of the
Company's  common  stock at an exercise  price of $1.00 per share under the 2000
NQPlan to an individual  providing  acquisition and merger consulting  services.
The individual  immediately exercised 100,000 of these options and the remaining
50,000 options on July 6, 2000. As of June 30, 2000, the $100,000 in proceeds to
be received as a result of the initial exercise is reflected in the accompanying
financial  statements as a "stock  subscription  receivable".  The quoted market
price  of the  Company's  stock  at the  date of each  respective  exercise  was
approximately  $7.00. The $600,000 difference between the exercise price and the
market price of the  Company's  stock on June 30, 2000 was charged to operations
as compensation expense for issuances of common stock at less than "fair value".
The Company will  experience a similar  $300,000 charge to operations on July 6,
2000 to reflect the exercise of the 50,000 options.

                                                                               9

<PAGE>

                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued

Note 5 - Stock Options - Continued

The following table summarizes all options granted through June 30, 2000:

            Options      Options      Options      Options    Exercise price
            granted     exercised    terminated  outstanding    per share
          -----------  -----------  -----------  -----------   -----------
            150,000      100,000            -       50,000         $1.00
          ===========  ===========  ===========  ===========   ===========

The weighted  average  exercise price of all issued and  outstanding  options at
June 30, 2000 was approximately $1.00.

Note 6 - Commitments

The  Company  has  executed  a  management  agreement  with an entity  owned and
controlled  by the  Company's  President at the amount of $50,000 (US  Dollars),
plus  reasonable  expenses,  per  month,  effective  July 1, 2000.  This  amount
represents a management fee payable for the management of the company's  affairs
including:   acquisition   of  projects,   administration   (i.e.   bookkeeping,
photocopying,   faxing,  office  space,   telephone  charges,   supplies,   news
dissemination) and other related operational services.

                                                                              10


<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 actively seeking a suitable merger or acquisition candidate.

As of July 6, 2000, the Company  anticipates  receiving an aggregate $150,000 in
cash from the exercise of granted nonqualifying stock options. While this sum is
anticipated  to meet the immediate  liquidity  needs of the Company,  management
recognizes that  additional  funds through  additional  private sales of Company
stock, capital contributions from existing significant shareholders and/or loans
from existing significant  shareholders will be required.  However, there can be
no assurance that the Company will be able to obtain additional funds to support
the Company's liquidity  requirements or, that such funding, if available,  will
be obtained on terms favorable to or affordable by the Company.

Further,  the Company  executed a management  agreement  with Cyclone  Financing
Group, Inc. of 2nd Floor, 827 West Pender Street,  Vancouver,  British Columbia,
Canada V6C 3G8, an entity owned and  controlled by the Company's  President,  at
the  amount of  $50,000  (US  Dollars),  plus  reasonable  expenses,  per month,
effective July 5, 2000. This amount  represents a management fee payable for the
management  of  the  company's  affairs  including:   acquisition  of  projects,
administration (i.e. bookkeeping,  photocopying, faxing, office space, telephone
charges, supplies, news dissemination) and other related operational services.

                                                                              11

<PAGE>

Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       On May 30, 2000, the Company's Board of Directors  effected a one (1) for
       1,000 reverse split of the issued and outstanding shares of the Company's
       common  stock,  which was  approved at the  Company's  Annual  Meeting of
       Shareholders  on March 20, 2000.  The effect of these  amendments and the
       reverse  stock  split  are  reflected  in  the   accompanying   financial
       statements as of the first day of the first period presented.

       On May 30, 2000, the Company entered into a Stock  Acquisition  Agreement
       with an unrelated  individual  and/or entity controlled by the individual
       for the purchase of 9,500,000  post-reverse  split shares of  restricted,
       unregistered  common stock for total proceeds of $75,000.  At the date of
       this  transaction,  the  "fair  value" of the  common  stock  issued  was
       approximately  $118,750,  based on the discounted quoted closing price of
       the Company's common stock.  The difference of approximately  $43,750 was
       charged to  operations  as  compensation  expense for issuances of common
       stock at less than "fair value".

       On June 30, 2000,  the Company  filed a Form S-8  Registration  Statement
       under The Securities  Act of 1933 with the U. S.  Securities and Exchange
       Commission to register 700,000  post-reverse split shares of common stock
       pursuant to the  Company's  2000  Nonqualifying  Stock  Option Plan (2000
       NQPlan).  As stated in the 2000 NQPlan  document,  "This [2000 NQPlan is]
       for persons  employed or associated with the Company,  including  without
       limitation any employee,  director,  general partner, officer,  attorney,
       accountant,  consultant  or  advisor,  is  intended  to advance  the best
       interests  of the  Company by  providing  additional  incentive  to those
       persons  who  have  a  substantial  responsibility  for  its  management,
       affairs,  and growth by  increasing  their  proprietary  interest  in the
       success  of the  Company,  thereby  encouraging  them to  maintain  their
       relationships  with the Company." The  determination of those eligible to
       receive options under the 2000 NQPlan,  and the amount,  price,  type and
       timing of each Stock  Option and the terms and  conditions  shall rest at
       the sole discretion of the Company's  Board of Directors,  subject to the
       provisions of the 2000 NQPlan.

       On June 30, 2000,  the Company  filed a Form S-8  Registration  Statement
       under The Securities  Act of 1933 with the U. S.  Securities and Exchange
       Commission to register 800,000  post-reverse split shares of common stock
       pursuant to the Company's 2000 Qualifying Stock Option Plan (2000 QPlan).
       As stated in the 2000 QPlan  document,  "This [2000 QPlan] is intended to
       provide the key  employees  of the  Company an  incentive  through  stock
       ownership in the Company and  encourage  them to remain in the  Company's
       employ." Any options  granted under the 2000 QPlan must be granted within
       ten (10) years of the adoption date of the QPlan. The option price may be
       determined by the administrating committee and shall not be less than the
       greater of the (i) par value of the  Company's  Common  Stock or (ii) the
       fair market value of the  Company's  Stock on the date that the option is
       granted.  All  granted  options  shall  be  of a  term  selected  by  the
       administrating  committee,  but in no event be for a term of longer  than
       ten (10) years from the grant date.

       On June 30, 2000, the Company granted options to purchase  150,000 shares
       of the  Company's  common  stock at an exercise  price of $1.00 per share
       under the 2000 NQPlan to an individual  providing  acquisition and merger
       consulting  services.  The individual  immediately  exercised  100,000 of
       these  options and the  remaining  50,000  options on July 6, 2000. As of
       June 30, 2000, the $100,000 in proceeds to be received as a result of the
       initial exercise is reflected in the accompanying financial statements as
       a  "stock  subscription  receivable".  The  quoted  market  price  of the
       Company's stock at the date of each respective exercise was approximately
       $7.00. The $600,000  difference between the exercise price and the market
       price of the  Company's  stock on June 30, 2000 was charged to operations
       as compensation  expense for issuances of common stock at less than "fair
       value".  The  Company  will  experience  a  similar  $300,000  charge  to
       operations on July 6, 2000 to reflect the exercise of the 50,000 options.

                                                                              12

<PAGE>



       On June 30, 2000, the Company granted options to purchase  150,000 shares
       of the  Company's  common  stock at an exercise  price of $1.00 per share
       under the 2000 NQPlan to an individual  providing  acquisition and merger
       consulting  services.  The individual  immediately  exercised  100,000 of
       these  options and the  remaining  50,000  options on July 6, 2000. As of
       June 30, 2000, the $100,000 in proceeds to be received as a result of the
       initial exercise is reflected in the accompanying financial statements as
       a  "stock  subscription  receivable".  The  quoted  market  price  of the
       Company's stock at the date of each respective exercise was approximately
       $7.00. The $600,000  difference between the exercise price and the market
       price of the  Company's  stock on June 30, 2000 was charged to operations
       as compensation  expense for issuances of common stock at less than "fair
       value".  The  Company  will  experience  a  similar  $300,000  charge  to
       operations on July 6, 2000 to reflect the exercise of the 50,000 options.

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 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





                                                                              13