As filed with the Securities and                             Page 1 of __ pages

Exchange Commission on December __, 1996                     Reg. No. 0-26760

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          North American Resorts, Inc.
             (Exact name of Registrant as specified in its charter)


         Colorado                                                84-12605
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)


                   301 East Hillcrest, Orlando, Florida 32801
               (Address of principal offices, including zip code)


                        Tom Arrigoni Consulting Agreement
                      Patrick Tierney Consulting Agreement
                            (Full Title of the Plan)


                                 Charles Clayton
                                  527 Marquette
                          Minneapolis, Minnesota 55402
                                 (612) 338-3738
                     (Name and Address of agent for service)
          (Telephone number, including area code for agent for service)


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]


<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Each             Amount to be    Proposed Maximum   Proposed Maximum    Amount of
Class of Securities       Registered      Offering Price     Aggregate           of Registration Fee (1)
to be Registered                          Per Share (1)      Offering            Price (1)
--------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>                <C>                 <C>   
Common Stock
No par value              4,800,000       $.02               $96,000             $35.55


Total                                                                            $100.00
=======================================================================================================
(1)  Estimated  solely for  purposes of  calculating  registration  fee  pursuant to Rule 457 based upon
     the most recent bid price on OTC.
</TABLE>



                         FORM S-8 REGISTRATION STATEMENT
                         FOR 1996 CONSULTANT STOCK GRANT
                     ---------------------------------------

                                     PART I.
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

    This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, no par value, ("Common Stock") of the Registrant in connection with its
1996 Consultant Stock Plans pursuant to written compensation agreements dated
March 15, 1996 and June 1, 1996 (the Plans").

     A prospectus containing the information specified in Part I of Form S-8
will be sent or given to consultants as specified by Rule 428(b)(1). Such
prospectus is not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.



                                    PART II.
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.

(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1996.

(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


ITEM 4 - DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.


ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Colorado Corporation Code, Section 7-3-101.5, contains
indemnification provisions which permits indemnification by a corporation of any
officer, director and affiliated person who was or is a party, or who is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a member, director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as member, director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, and against judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted, or failed to act, in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. All indemnification must
be reported to the shareholders at the next annual meeting. In some instances a
court must approve such indemnification.


ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8 - EXHIBITS.

Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.


ITEM 9 - UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:

    (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

    (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.

     (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the Registrant in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.

         The undersigned registrant undertakes to deliver or cause ot be
delivered with the prospectus to each consultant to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such consultant has received a copy of such report, in which
case the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the consultant. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the registrant for the preceding
fiscal year may be delivered, but within such 120- day period the annual report
for the last fiscal year will be furnished to each consultant.

         The undersigned registrant undertakes to transmit or cause to be
transmitted to all consultants participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of Florida
on December ___, 1996.




                                _____/s/________________________________________
                                Max P. Cawal, Chief Executive Officer & Director


                                _____/s/________________________________________
                                Anthony Arrigoni, Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.

Dated:  December___, 1996

_____/s/____________________________
Max P. Cawal, Director

_____/s/____________________________
Anthony Arrigoni, Director


NO SEAL:




                                  EXHIBIT INDEX

  Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.


                                                                      Sequential
Exhibit No.    Description                                             Page No.

4.1            Consulting Agreement Patrick Tierney

4.2            Consulting Agreement Tom Arrigoni (previously filed)

5.1            Opinion Letter




                                   PROSPECTUS


                          NORTH AMERICAN RESORTS, INC.

                        4,800,000 Shares of Common Stock


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



         This Prospectus relates to 4,800,000 shares (the Shares) of common
stock of North American Resorts, Inc. (the Company). The Shares have been issued
to consultants (the Selling Shareholders) pursuant to Consulting Agreements. The
Selling Shareholders will be offering the Shares for their own respective
accounts, and the Company will not receive any part of the proceeds from the
sales (see Selling Shareholders). This Prospectus identifies the Selling
Shareholders with a current intent to sell, and other Selling Shareholders who
hold Shares eligible for sale. Additional Selling Shareholders may be identified
by prospectus supplements.

         The Company has been advised by the Selling Shareholders that there are
not any underwriting arrangements with respect to the sale of the Shares. The
Shares will be sold from time to time in the over-the-counter market at then
prevailing prices or at prices related to the then current market prices or in
private transactions at negotiated prices, and brokerage fees may be paid by the
Selling Shareholders in connection with any sale. The Selling Shareholder will
pay all applicable stock transfer taxes, transfer fees and related fees and
expenses. The Company will bear the cost of preparing and filing the
Registration Statement and Prospectus and all filing fees and legal and
accounting expenses in connection with registration under federal and state
securities laws.



THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS)




                The Date of this Prospectus is December 20, 1996



NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
proxy statements and other information with the Securities and Exchange
Commission (the Commission). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place,
14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates.

         This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1934 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.

(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1996.

(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


                                   THE COMPANY

         North American Resorts, Inc. was formed in Colorado in 1985 as Gemini
Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd.,
and was changed again in 1994 to The Voyageur First, Inc. The name was changed
to its present name on March 30, 1995 after an asset purchase of North American
Resorts, Inc. At the time of the purchase the only asset of North American
Resorts, Inc. was its business plan, and the Company issued 166,667 shares of
its preferred stock for North American Resorts, Inc.

         The Company became the owner of USA Tourist Service Centers, Inc. as a
result of the asset purchase of North American Resorts, Inc. USA Tourist Service
Centers, Inc., which began business in 1993, was wholly owned by North American
Resorts, Inc. USA Tourist Service Centers, Inc. holds a license as a travel
agent, and operates out of its office in Orlando, Florida. USA Tourist Service
Centers, Inc. also had filed to become a franchisee, and sold two franchises.
The franchises sold were for the state of Minnesota and the state of Ohio, and
sold for $50,000 each. The Minnesota franchise should be paid for on June 30,
1996, and Ohio franchise on December 31, 1995. Both franchises will begin
operations in 1996, and the Company intends to live up to the franchise
agreement in each case. It does not intend to pursue the franchise business
further. USA Tourist Service Centers, Inc. is not affiliated in any way with the
United States government. North American Resorts, Inc. also held an option to
purchase 5 time share units at Ocean Landings in Coco Beach, Florida, which it
has now purchased.

         The Company was activated as a business after the purchase in March,
1995, and has been in the business of selling vacations in Florida since that
time. The vacations are mostly in the Orlando, Florida area, and the Company
sells rooms in motels, airline tickets and car rentals. The leads for the sales
are generated through newspaper advertising from Colorado and Texas and eastward
from those states. The newspaper ads describe vacations in Orlando, mostly for 5
days and 4 nights, at a cost at about 40% below the usual advertised cost. The
Company is able to sell these services for a lower cost because of the
negotiated costs it has with the providers. The motels used by the Company are
chain motels in the lower price range, such as Motel 8. USA Tourist Service
Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc.

         North American Resorts, Inc. was also activated in mid 1995 and sells
memberships. A member is entitled to an annual pass to Cypress Island animal
preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to
trade in the week vacation to Interval International and select from other
resorts.

         North American Resorts, Inc. ran short of cash in the summer of 1996
and ceased sales. There was an Agreement and Plan of Reorganization entered into
with American Clinical Labs, Inc. on September 3, 1996 in an attempt to cure the
shortage of cash to operate. This did not work and the parties entered into a
Recision and Release on December 1, 1996, the result of which is that the
Company returned the assets to American Clinical Labs, Inc. and American
Clinical Labs, Inc. returned its shares to the Company with the exception of
12,500,000 shares of restricted common stock of the Company in exchange for
funds advanced by American Clinical Labs.


         THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT
OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK
ASSOCIATED WITH THESE SECURITIES.

         Prospective investors should, prior to making an investment, carefully
consider the following risk factors with respect to the Company and this
offering.


                                  RISK FACTORS

(1)      Competition. The business in which the Company is engaged is highly
         competitive and many of the Company's competitors have substantially
         greater resources and experience than the Company.

(2)      No Dividends. The Company has never paid a dividend on its Common
         Stock, and does not intend to pay dividends in the foreseeable future.
         It currently intends to retain substantially all future earnings for
         use in its business.

(3)      Lack of Operating History and Possibility of Operating Losses. The
         Company may incur operating losses and no assurance can be given as to
         the ultimate success or failure of the Company or as to the return, if
         any, that investors will receive on their investments. Operating losses
         could be substantial, in which event investors could sustain a total
         loss of their investment.

(4)      Market Acceptance. The Company's ability to successfully market its
         products will depend upon its acceptance by the community. There can be
         no assurance that the Company will be able to achieve commercial
         acceptance of its travel business.

(5)      Broker-Dealer Sales of Company's Registered Securities. The Company's
         common stock is deemed a "Penny Stock" since the Gross assets are less
         than $4,000,000 and the net assets are less than $2,000,000. Therefore
         the SEC imposes additional sales requirements on Broker-Dealers who
         sell such securities to persons other than established customers and
         accredited investors (generally institutions with assets in excess of
         $5,000,000 or individuals with net worths in excess of $1,000,000 or
         annual income exceeding $200,000 or $300,000 jointly with a spouse). In
         these transactions, the Broker-Dealer must make a suitability
         determination and obtain the purchaser's written agreement to the
         transaction prior to the sale. Consequently, the rules may make it more
         difficult for the Brokers to sell the securities or for shareholders to
         sell in a secondary market.

THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.



                                   MANAGEMENT

         The executive officers and Directors of the Company are as follows:

Name                           Age             Position
----                           ---             --------

Max P. Cawal                   40              Chief Executive Officer/Director

Anthony Arrigoni               32              Chief Financial Officer/Director

         Max P. Cawal, 40 years of age, the Chief Executive Officer and a
Director. Mr. Cawal was President of Peak Development Company and Executive Vice
President of Peak Resorts International from 1990 to 1995. He has been a
financial consultant and a director of EVRO Corporation a publicly held company
since 1996.

         Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an
Account Executive for Cardservice International from 1990 to 1993, President of
Dream Away Travel from March, 1993 to December, 1994 and President of U.S.A.
Tourist Services, Inc. from December, 1994 to the present time. A Director since
May, 1995.

         The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.


                              CERTAIN TRANSACTIONS

         The purchase of all of the outstanding stock of North American Resorts,
Inc. in April, 1995 resulted in Anthony Arrigoni becoming a shareholder of the
Company, and he is now a Director of the Company. The purchase of the stock of
North American Resorts, Inc. included its subsidiary, USA Tourist Service
Centers, Inc. The USA Tourist Service Centers, Inc. provides income to the
Company through sales of vacations.


                                 USE OF PROCEEDS

         The Shares will be offered by the Selling Shareholders for their own
respective accounts and the Company will not receive any part of the proceeds
from the sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.


                              SELLING SHAREHOLDERS

         The following table sets forth for each of the Selling Shareholders
such person's ownership of shares at October 31, 1996, the number of shares
being offered by each person and each person's ownership by number of shares and
by percent of total outstanding shares before and after giving effect to the
sale of all Shares offered.

                        Number of           Percentage of     Percentage after
Name                    Shares owned        Shares owned      offering
----                    ------------        ------------      --------

Tom Arrigoni            2,400,000 shares          4.4%             4.4%

Patrick Tierney         2,400,000 shares          4.4%             4.4%


                              PLAN OF DISTRIBUTION

         The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

         The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and

(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.

         Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution, or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer when applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

         The Selling Shareholders will be subject to anti-fraud and anti-market
manipulation rules under the Securities Exchange Act of 1934 in connection with
this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit
the Selling Shareholders from purchasing the Company's common stock while the
Shares are being offered pursuant to this Prospectus.

         The Company has agreed to indemnify the Selling Shareholders and
underwriters acting of their behalf against certain liabilities under the Act
for material misrepresentations or omissions contained in this Prospectus.

         The laws of certain states may require that sales of the Shares offered
be conducted solely through brokers or dealers registered in those states.


                            DESCRIPTION OF SECURITIES


         The Company has authorized 100,000,000, no par value, shares of common
stock and 50,000,000, no par value, shares of preferred stock. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. The voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares on common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.

         Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the Company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

         The 50,000,000 authorized shares of preferred stock are convertible to
common stock of the Company. Each share of preferred stock is convertible into
10 shares of common stock at a price of $.10 per share for two years from the
date of issue. If not converted into common shares within two years from the
date of issue the preferred share becomes a common share. There are no other
preferences. The two years will expire for some of the preferred shares in
November, 1996, please see #10 above.

         There are no dividend rights to the preferred shares. Each preferred
share has one vote equal to a share of common stock.

         There was a meeting of shareholders of the Company on November 7, 1995
where if was resolved that the Company reverse split its common shares 1 for 10,
which was effective on December 11, 1995. All share numbers reflect this change.
The split did not have any effect on the preferred shares.


                                  LEGAL MATTERS

         Legal matters in connection with this offering of Common Shares will be
passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.


                                     EXPERTS

         The audited financial statements of the Company included in this
prospectus have been examined by the accounting firm of Gary A. LaPalme and M.
A. Cabera & Company, P.A., as set forth in its report appearing elsewhere
herein, and are included in reliance upon such report and upon the authority of
such firms as experts in accounting and auditing.
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As filed with the Securities and                             Page 1 of __ pages

Exchange Commission on December __, 1996                     Reg. No. 0-26760

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          North American Resorts, Inc.
             (Exact name of Registrant as specified in its charter)

         Colorado                                                84-12605
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                   301 East Hillcrest, Orlando, Florida 32801
               (Address of principal offices, including zip code)

                        Tom Arrigoni Consulting Agreement
                      Patrick Tierney Consulting Agreement
                            (Full Title of the Plan)

                                 Charles Clayton
                                  527 Marquette
                          Minneapolis, Minnesota 55402
                                 (612) 338-3738
                     (Name and Address of agent for service)
          (Telephone number, including area code for agent for service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Each             Amount to be    Proposed Maximum   Proposed Maximum    Amount of
Class of Securities       Registered      Offering Price     Aggregate           of Registration Fee (1)
to be Registered                          Per Share (1)      Offering            Price (1)
--------------------------------------------------------------------------------------------------------
Common Stock
No par value              4,800,000       $.02               $96,000             $35.55

Total                                                                            $100.00
=======================================================================================================
(1)  Estimated  solely for  purposes of  calculating  registration  fee  pursuant to Rule 457 based upon
     the most recent bid price on OTC.
FORM S-8 REGISTRATION STATEMENT
                         FOR 1996 CONSULTANT STOCK GRANT
                     ---------------------------------------

                                     PART I.
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

    This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, no par value, ("Common Stock") of the Registrant in connection with its
1996 Consultant Stock Plans pursuant to written compensation agreements dated
March 15, 1996 and June 1, 1996 (the Plans").

     A prospectus containing the information specified in Part I of Form S-8
will be sent or given to consultants as specified by Rule 428(b)(1). Such
prospectus is not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                    PART II.
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.

(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1996.

(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4 - DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Colorado Corporation Code, Section 7-3-101.5, contains
indemnification provisions which permits indemnification by a corporation of any
officer, director and affiliated person who was or is a party, or who is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a member, director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as member, director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, and against judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted, or failed to act, in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. All indemnification must
be reported to the shareholders at the next annual meeting. In some instances a
court must approve such indemnification.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8 - EXHIBITS.

Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.

ITEM 9 - UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:

    (i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

    (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.

     (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the Registrant in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.

         The undersigned registrant undertakes to deliver or cause ot be
delivered with the prospectus to each consultant to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such consultant has received a copy of such report, in which
case the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the consultant. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the registrant for the preceding
fiscal year may be delivered, but within such 120- day period the annual report
for the last fiscal year will be furnished to each consultant.

         The undersigned registrant undertakes to transmit or cause to be
transmitted to all consultants participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of Florida
on December ___, 1996.

                                _____/s/________________________________________
                                Max P. Cawal, Chief Executive Officer & Director

                                _____/s/________________________________________
                                Anthony Arrigoni, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.

Dated:  December___, 1996

_____/s/____________________________
Max P. Cawal, Director

_____/s/____________________________
Anthony Arrigoni, Director

NO SEAL:

                                  EXHIBIT INDEX

  Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.

                                                                      Sequential
Exhibit No.    Description                                             Page No.

4.1            Consulting Agreement Patrick Tierney

4.2            Consulting Agreement Tom Arrigoni (previously filed)

5.1            Opinion Letter

                                   PROSPECTUS

                          NORTH AMERICAN RESORTS, INC.

                        4,800,000 Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         This Prospectus relates to 4,800,000 shares (the Shares) of common
stock of North American Resorts, Inc. (the Company). The Shares have been issued
to consultants (the Selling Shareholders) pursuant to Consulting Agreements. The
Selling Shareholders will be offering the Shares for their own respective
accounts, and the Company will not receive any part of the proceeds from the
sales (see Selling Shareholders). This Prospectus identifies the Selling
Shareholders with a current intent to sell, and other Selling Shareholders who
hold Shares eligible for sale. Additional Selling Shareholders may be identified
by prospectus supplements.

         The Company has been advised by the Selling Shareholders that there are
not any underwriting arrangements with respect to the sale of the Shares. The
Shares will be sold from time to time in the over-the-counter market at then
prevailing prices or at prices related to the then current market prices or in
private transactions at negotiated prices, and brokerage fees may be paid by the
Selling Shareholders in connection with any sale. The Selling Shareholder will
pay all applicable stock transfer taxes, transfer fees and related fees and
expenses. The Company will bear the cost of preparing and filing the
Registration Statement and Prospectus and all filing fees and legal and
accounting expenses in connection with registration under federal and state
securities laws.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS)

                The Date of this Prospectus is December 20, 1996

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
proxy statements and other information with the Securities and Exchange
Commission (the Commission). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place,
14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates.

         This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1934 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.

(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1996.

(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                   THE COMPANY

         North American Resorts, Inc. was formed in Colorado in 1985 as Gemini
Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd.,
and was changed again in 1994 to The Voyageur First, Inc. The name was changed
to its present name on March 30, 1995 after an asset purchase of North American
Resorts, Inc. At the time of the purchase the only asset of North American
Resorts, Inc. was its business plan, and the Company issued 166,667 shares of
its preferred stock for North American Resorts, Inc.

         The Company became the owner of USA Tourist Service Centers, Inc. as a
result of the asset purchase of North American Resorts, Inc. USA Tourist Service
Centers, Inc., which began business in 1993, was wholly owned by North American
Resorts, Inc. USA Tourist Service Centers, Inc. holds a license as a travel
agent, and operates out of its office in Orlando, Florida. USA Tourist Service
Centers, Inc. also had filed to become a franchisee, and sold two franchises.
The franchises sold were for the state of Minnesota and the state of Ohio, and
sold for $50,000 each. The Minnesota franchise should be paid for on June 30,
1996, and Ohio franchise on December 31, 1995. Both franchises will begin
operations in 1996, and the Company intends to live up to the franchise
agreement in each case. It does not intend to pursue the franchise business
further. USA Tourist Service Centers, Inc. is not affiliated in any way with the
United States government. North American Resorts, Inc. also held an option to
purchase 5 time share units at Ocean Landings in Coco Beach, Florida, which it
has now purchased.

         The Company was activated as a business after the purchase in March,
1995, and has been in the business of selling vacations in Florida since that
time. The vacations are mostly in the Orlando, Florida area, and the Company
sells rooms in motels, airline tickets and car rentals. The leads for the sales
are generated through newspaper advertising from Colorado and Texas and eastward
from those states. The newspaper ads describe vacations in Orlando, mostly for 5
days and 4 nights, at a cost at about 40% below the usual advertised cost. The
Company is able to sell these services for a lower cost because of the
negotiated costs it has with the providers. The motels used by the Company are
chain motels in the lower price range, such as Motel 8. USA Tourist Service
Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc.

         North American Resorts, Inc. was also activated in mid 1995 and sells
memberships. A member is entitled to an annual pass to Cypress Island animal
preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to
trade in the week vacation to Interval International and select from other
resorts.

         North American Resorts, Inc. ran short of cash in the summer of 1996
and ceased sales. There was an Agreement and Plan of Reorganization entered into
with American Clinical Labs, Inc. on September 3, 1996 in an attempt to cure the
shortage of cash to operate. This did not work and the parties entered into a
Recision and Release on December 1, 1996, the result of which is that the
Company returned the assets to American Clinical Labs, Inc. and American
Clinical Labs, Inc. returned its shares to the Company with the exception of
12,500,000 shares of restricted common stock of the Company in exchange for
funds advanced by American Clinical Labs.

         THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT
OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK
ASSOCIATED WITH THESE SECURITIES.

         Prospective investors should, prior to making an investment, carefully
consider the following risk factors with respect to the Company and this
offering.

                                  RISK FACTORS

(1)      Competition. The business in which the Company is engaged is highly
         competitive and many of the Company's competitors have substantially
         greater resources and experience than the Company.

(2)      No Dividends. The Company has never paid a dividend on its Common
         Stock, and does not intend to pay dividends in the foreseeable future.
         It currently intends to retain substantially all future earnings for
         use in its business.

(3)      Lack of Operating History and Possibility of Operating Losses. The
         Company may incur operating losses and no assurance can be given as to
         the ultimate success or failure of the Company or as to the return, if
         any, that investors will receive on their investments. Operating losses
         could be substantial, in which event investors could sustain a total
         loss of their investment.

(4)      Market Acceptance. The Company's ability to successfully market its
         products will depend upon its acceptance by the community. There can be
         no assurance that the Company will be able to achieve commercial
         acceptance of its travel business.

(5)      Broker-Dealer Sales of Company's Registered Securities. The Company's
         common stock is deemed a "Penny Stock" since the Gross assets are less
         than $4,000,000 and the net assets are less than $2,000,000. Therefore
         the SEC imposes additional sales requirements on Broker-Dealers who
         sell such securities to persons other than established customers and
         accredited investors (generally institutions with assets in excess of
         $5,000,000 or individuals with net worths in excess of $1,000,000 or
         annual income exceeding $200,000 or $300,000 jointly with a spouse). In
         these transactions, the Broker-Dealer must make a suitability
         determination and obtain the purchaser's written agreement to the
         transaction prior to the sale. Consequently, the rules may make it more
         difficult for the Brokers to sell the securities or for shareholders to
         sell in a secondary market.

THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.

                                   MANAGEMENT

         The executive officers and Directors of the Company are as follows:

Name                           Age             Position
----                           ---             --------

Max P. Cawal                   40              Chief Executive Officer/Director

Anthony Arrigoni               32              Chief Financial Officer/Director

         Max P. Cawal, 40 years of age, the Chief Executive Officer and a
Director. Mr. Cawal was President of Peak Development Company and Executive Vice
President of Peak Resorts International from 1990 to 1995. He has been a
financial consultant and a director of EVRO Corporation a publicly held company
since 1996.

         Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an
Account Executive for Cardservice International from 1990 to 1993, President of
Dream Away Travel from March, 1993 to December, 1994 and President of U.S.A.
Tourist Services, Inc. from December, 1994 to the present time. A Director since
May, 1995.

         The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.

                              CERTAIN TRANSACTIONS

         The purchase of all of the outstanding stock of North American Resorts,
Inc. in April, 1995 resulted in Anthony Arrigoni becoming a shareholder of the
Company, and he is now a Director of the Company. The purchase of the stock of
North American Resorts, Inc. included its subsidiary, USA Tourist Service
Centers, Inc. The USA Tourist Service Centers, Inc. provides income to the
Company through sales of vacations.

                                 USE OF PROCEEDS

         The Shares will be offered by the Selling Shareholders for their own
respective accounts and the Company will not receive any part of the proceeds
from the sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.

                              SELLING SHAREHOLDERS

         The following table sets forth for each of the Selling Shareholders
such person's ownership of shares at October 31, 1996, the number of shares
being offered by each person and each person's ownership by number of shares and
by percent of total outstanding shares before and after giving effect to the
sale of all Shares offered.

                        Number of           Percentage of     Percentage after
Name                    Shares owned        Shares owned      offering
----                    ------------        ------------      --------

Tom Arrigoni            2,400,000 shares          4.4%             4.4%

Patrick Tierney         2,400,000 shares          4.4%             4.4%

                              PLAN OF DISTRIBUTION

         The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

         The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and

(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.

         Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution, or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer when applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

         The Selling Shareholders will be subject to anti-fraud and anti-market
manipulation rules under the Securities Exchange Act of 1934 in connection with
this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit
the Selling Shareholders from purchasing the Company's common stock while the
Shares are being offered pursuant to this Prospectus.

         The Company has agreed to indemnify the Selling Shareholders and
underwriters acting of their behalf against certain liabilities under the Act
for material misrepresentations or omissions contained in this Prospectus.

         The laws of certain states may require that sales of the Shares offered
be conducted solely through brokers or dealers registered in those states.

                            DESCRIPTION OF SECURITIES

         The Company has authorized 100,000,000, no par value, shares of common
stock and 50,000,000, no par value, shares of preferred stock. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. The voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares on common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.

         Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the Company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

         The 50,000,000 authorized shares of preferred stock are convertible to
common stock of the Company. Each share of preferred stock is convertible into
10 shares of common stock at a price of $.10 per share for two years from the
date of issue. If not converted into common shares within two years from the
date of issue the preferred share becomes a common share. There are no other
preferences. The two years will expire for some of the preferred shares in
November, 1996, please see #10 above.

         There are no dividend rights to the preferred shares. Each preferred
share has one vote equal to a share of common stock.

         There was a meeting of shareholders of the Company on November 7, 1995
where if was resolved that the Company reverse split its common shares 1 for 10,
which was effective on December 11, 1995. All share numbers reflect this change.
The split did not have any effect on the preferred shares.

                                  LEGAL MATTERS

         Legal matters in connection with this offering of Common Shares will be
passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.

                                     EXPERTS

         The audited financial statements of the Company included in this
prospectus have been examined by the accounting firm of Gary A. LaPalme and M.
A. Cabera & Company, P.A., as set forth in its report appearing elsewhere
herein, and are included in reliance upon such report and upon the authority of
such firms as experts in accounting and auditing.