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, 1998

               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)


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


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, 1998

                                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, 1998 and 1997

                                   (Unaudited)

                                                                 1998           1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
                                     ASSETS
                                     ------

Current Assets
   Cash on hand and in bank                                  $      --      $      --
   Net current assets of discontinued operations                 346,776        132,340
                                                             -----------    -----------
      Total current assets                                       346,776        132,340
                                                             -----------    -----------

Other Assets
   Organization costs, net of accumulated amortization
      of $7,364 and $5,098, respectively                           3,966          6,232
   Net other assets of discontinued operations                   488,219        729,619
                                                             -----------    -----------
      Total other assets                                         492,185        735,851
                                                             -----------    -----------

Total Assets                                                 $   838,961    $   868,191
                                                             ===========    ===========


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

Current Liabilities
   Cash overdraft                                            $     2,823    $    12,437
   Net current liabilities of discontinued operations            623,221        672,493
                                                             -----------    -----------
      Total current liabilities                                  626,044        684,930
                                                             -----------    -----------


Commitments and Contingencies

Shareholders' Equity
   Preferred stock - No par value
      50,000,000 shares authorized;
      539,965 shares issued and outstanding, respectively      1,484,728      1,484,728
   Common stock - $0.001 par value
      300,000,000 shares authorized; 102,722,467 and
      66,172,447 issued and outstanding, respectively            102,722         66,172
   Additional paid-in capital                                  3,607,664      3,378,714
   Deficit accumulated during the development stage           (4,982,197)    (4,746,353)
                                                             -----------    -----------
      Total shareholders' equity                                 212,917        183,261
                                                             -----------    -----------

Total Liabilities and Shareholders' Equity                   $   838,961    $   868,191
                                                             ===========    ===========

</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, 1998 and 1997

                                   (Unaudited)

                                          Six months       Six months      Three months     Three months
                                             ended            ended            ended            ended
                                           June 30,         June 30,         June 30,         June 30,
                                              1998             1997             1998             1997
                                        -------------    -------------    -------------    -------------
<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                (282,154)        (133,094)         (54,330)         (56,478)
                                        -------------    -------------    -------------    -------------

Net Loss                                $    (283,287)   $    (134,227)   $     (54,897)   $     (57,045)
                                        =============    =============    =============    =============

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

Weighted-average number of shares
   of common stock outstanding             97,971,086       64,289,629      102,722,467       66,141,678
                                        =============    =============    =============    =============

</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
                     Six months ended June 30, 1998 and 1997

                                   (Unaudited)

                                                Six months   Six months
                                                   ended       ended
                                                 June 30,     June 30,
                                                  1998         1997
                                                ---------    ---------
Cash Flows from Operating Activities
   Net loss                                     $(283,287)   $(134,227)
   Adjustments to reconcile net loss to
      net cash used in operating activities
         Depreciation and amortization              9,899        5,264
         Change in deferred revenues                 --        (49,604)
         Consulting fees and other expenses
            paid with common stock                 77,000      126,000
         Change in net assets and liabilities
            of discontinued operations            176,489      (38,739)
                                                ---------    ---------
Net cash used in operating activities             (19,899)     (91,306)
                                                ---------    ---------

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

Cash Flows from Financing Activities
   Increase (Decrease) in cash overdraft           (3,101)      12,437
   Proceeds from sale of common stock              23,000       78,000
                                                ---------    ---------
Net cash provided by financing activities          19,899       90,437
                                                ---------    ---------

Increase (Decrease) in Cash                          --           (869)

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

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

Supplemental disclosure of interest
   and income taxes paid
      Interest paid for the period              $     565    $   1,165
                                                =========    =========
      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 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 June 30, 1998 and 1997, respectively, the deferred tax asset and
      deferred  tax  liability  accounts,  as  recorded  when  material  to  the
      financial  statements,  are entirely the result of temporary  differences.
      Temporary  differences  represent differences in the recognition of assets
      and  liabilities  for  tax and  financial  reporting  purposes,  primarily
      accumulated depreciation and amortization, allowance for doubtful accounts
      and vacation accruals.

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

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

                                                                               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 June 30, 1998 and 1997,  the Company
      has no outstanding  warrants and options issued and outstanding.  Further,
      the   Company's   convertible   preferred   stock  is   considered  to  be
      anti-dilutive due to the Company's net operating loss position at June 30,
      1998 and 1997, respectively.

Note C - Discontinued Operations

During the fourth  quarter of 1998,  the  Company  discontinued  all  operations
related  to its  selling  vacations  in  Florida  and the  sale  of  time  share
memberships  to the Ocean  Landings and Cypress  Island  Preserve  facilities in
Florida which were controlled by the Company and the operation of Cypress Island
Preserve as a tourist destination.

The results of the Company's operations for the respective periods presented are
reported  as a  component  of  discontinued  operations  in  the  statements  of
operations.  Additionally,  the respective  gain or loss incurred on the sale of
the  Company's  operations  are also  presented  separately  as a  component  of
discontinued operations.

Summarized results of operations for the disposed operations for the years ended
December 31, 1998 and 1997, respectively, are as follows:

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

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


Note D - Preferred Stock

The Company has 482,815  shares of  preferred  stock issued and  outstanding  at
December 31, 1998. The preferred  shares are  convertible  into common shares at
the rate of 10 common shares for each share of preferred.  There shares could be
converted to 4,828,150  common  shares that would be subject to be sold pursuant
to Rule 144.

                                                                               7


<PAGE>

                          North American Resorts, Inc.

                    Notes to Financial Statements - Continued


Note E - Common Stock Transactions

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

During  February  1998,  the  Company  sold  20,000,000  shares  of  restricted,
unregistered  common stock to two unrelated  individuals  for a total of $23,000
cash.  The  transaction  was valued at  $100,000 in the  accompanying  financial
statements  based on the discounted  quoted market price of the Company's common
stock on the date of the transaction.  The differential between the "fair value"
of the stock sold and the cash proceeds was charged to consulting fees.

During  1997,  the Company  issued an aggregate  of  10,200,000  of common stock
pursuant to a  Registration  Statement on Form S-8 for a combination of cash and
professional  services valued at approximately  $352,000 using the quoted market
value of the Company's common stock on the date of each respective  transaction.
The Company  received  total cash  proceeds of  approximately  $171,000 in these
transactions.  The differential between the "fair value" of the services and the
cash received was charged to operations as consulting fees.

During 1997,  the Company issued an aggregate  550,000  shares of  unregistered,
restricted  common stock to various  parties  involved in assisting  the Company
with proposed  acquisitions  which did not consummate.  These  transactions were
valued at  approximately  $55,000,  which  approximates  the "fair value" of the
common stock issued based on the discounted  value of the quoted market price of
the Company's  common stock on the respective  transaction  date.  These amounts
were charged to operations as consulting fees.

During 1997,  the Company sold  16,000,000  shares of  restricted,  unregistered
common  stock to two  unrelated  individuals  for a total of $90,000  cash.  The
transaction  was valued at $160,000  in the  accompanying  financial  statements
based on the discounted quoted market price of the Company's common stock on the
date of the transaction.  The differential between the "fair value" of the stock
sold and the cash proceeds was charged to consulting fees.

                                                                               8


<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.

                                                                               9


<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






                                                                              10