UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

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


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

                      For the quarterly period ended March 31, 1999

                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 March 31, 1999

                                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
                             March 31, 1999 and 1998

                                   (Unaudited)

                                                                    1999           1998
                                                                -----------    -----------
<S>                                                             <C>            <C>
                                     ASSETS
                                     ------

Current Assets
   Cash on hand and in bank                                     $      --      $     6,643
   Net current assets of discontinued operations                       --          317,259
                                                                -----------    -----------
      Total current assets                                             --          323,902
                                                                -----------    -----------

Other Assets
   Organization costs, net of accumulated amortization
      of $9,064 and $6,798, respectively                              2,266          4,532
   Net other assets of discontinued operations                         --          556,131
                                                                -----------    -----------
      Total other assets                                               --          560,663
                                                                -----------    -----------

Total Assets                                                    $     2,266    $   884,565
                                                                ===========    ===========


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

Current Liabilities
   Cash overdraft                                               $      --      $      --
   Net current liabilities of discontinued operations                  --          616,751
                                                                -----------    -----------
      Total current liabilities                                        --          616,751
                                                                -----------    -----------


Commitments and Contingencies

Shareholders' Equity
   Preferred stock - No par value
      50,000,000 shares authorized; 482,815 and
      539,965 shares issued and outstanding, respectively         1,471,583      1,484,728
   Common stock - $0.001 par value
      300,000,000 shares authorized; 103,293,947 and
      102,772,447 shares issued and outstanding, respectively       103,294        102,722
   Additional paid-in capital                                     3,620,237      3,607,664
   Accumulated deficit                                           (5,192,848)    (4,927,300)
                                                                -----------    -----------
      Total shareholders' equity                                      2,266        267,814
                                                                -----------    -----------

Total Liabilities and Shareholders' Equity                      $     2,266    $   884,565
                                                                ===========    ===========

</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>



                          North American Resorts, Inc.
                Statements of Operations and Comprehensive Income
                   Three months ended March 31, 1999 and 1998

                                   (Unaudited)

                                         Three months    Three months
                                            ended            ended
                                          March 31,        March 31,
                                              1999             1998
                                        -------------    -------------

Revenues                                $        --      $        --
                                        -------------    -------------

Expenses
   Amortization of organization costs             566              566
                                        -------------    -------------

Loss from continuing operations
   before income taxes                           (566)            (566)

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

Loss from continuing operations                  (566)            (566)

Discontinued operations,
   net of income taxes
   Income (Loss) from
      discontinued operations                    --           (227,824)
                                        -------------    -------------

Net Loss                                         (566)        (228,824)

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

Comprehensive Income                    $        (566)   $    (228,824)
                                        =============    =============

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

Weighted-average number of shares
   of common stock outstanding            103,293,947       93,166,911
                                        =============    =============


The accompanying notes are an integral part of these financial  statements.
The  financial  information  presented  herein has been  prepared by  management
without audit by independent certified public accountants.

                                                                               4


<PAGE>

                          North American Resorts, Inc.
                            Statements of Cash Flows
                   Three months ended March 31, 1999 and 1998

                                   (Unaudited)

                                            Three months Three months
                                                ended       ended
                                              March 31,   March 31,
                                                1999        1998
                                              ---------   ---------
Cash Flows from Operating Activities
   Net loss                                   $    (567)  $(228,390)
   Adjustments to reconcile net loss to
      net cash used in operating activities
         Depreciation and amortization              567       4,949
         Consulting fees and other expenses
            paid with common stock                 --        77,000
         Change in net assets and liabilities
            of discontinued operations             --       136,008
                                              ---------   ---------
Net cash used in operating activities              --       (10,433)
                                              ---------   ---------

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

Cash Flows from Financing Activities
   Increase (Decrease) in cash overdraft           --        (5,924)
   Proceeds from sale of common stock              --        23,000
                                              ---------   ---------
Net cash provided by financing activities          --        17,076
                                              ---------   ---------

Increase (Decrease) in Cash                        --         6,643

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

Cash at end of period                         $    --     $   6,643
                                              =========   =========

Supplemental disclosure of interest
   and income taxes paid
      Interest paid for the period            $    --     $     311
                                              =========   =========
      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 March 31, 1999 and 1998,  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 March  31,  1999 and 1998,  the  Company  has no
   outstanding  warrants  and  options  issued  and  outstanding.  Further,  the
   Company's  convertible  preferred stock is considered to be anti-dilutive due
   to the  Company's  net  operating  loss  position at March 31, 1999 and 1998,
   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, 1999 and 1998, respectively, are as follows:

                                                         1999          1998
                                                       ---------     ---------

         Net sales                                     $       -     $ 648,457
                                                       =========     =========
         Operating income (loss)                       $       -     $(455,974)
                                                       =========     =========
         Loss from discontinued operations             $       -     $(455,974)
                                                       =========     =========


Note D - Preferred Stock

The Company has 482,815  shares of  preferred  stock issued and  outstanding  at
December 31, 1999. 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