U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549

                           FORM 10-KSB

    Annual report under section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the fiscal year ended
                        December 31, 1996.

Commission file number: 0-18565

                  SEMPER RESOURCES CORPORATION 

          (Name of small business issuer in its Charter)

         Nevada                                 93-0947570
(State or other jurisdiction                  (IRS Employer 
    of incorporation)                     Identification Number)

               340 East Warm Springs Road, Suite 1A
                     Las Vegas, Nevada 89119
             (Address of Principal Executive Offices)
         Registrant's Telephone Number:  (702) 260-4900 


               RESOURCES OF THE PACIFIC CORPORATION
            -----------------------------------------
                 (Former Name of the Registrant)

Securities to be registered under Section 12(b) of the Act:

Title of Each Class     Name of each exchange on which registered
-------------------     -----------------------------------------
       None                              None           
                        
Securities to be registered under Section 12(g) of the Act:     

                  Common Stock, $.001 par value
                  -----------------------------
                          Title of Class
                                      
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities 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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form, 10-KSB or any
amendment to this Form 10-KSB.     X   

State issuer's revenues for its most recent fiscal year:  $0
      

The number of shares of Common Stock outstanding as of November 30,
1997 was 25,413,600.  As of such date, the aggregate market value
of the voting stock of the registrant held by non-affiliates was
approximately $1,500,000 based on the average high and low bid
prices for such common stock as reported on the NASD Bulletin
Board.

               DOCUMENTS INCORPORATED BY REFERENCE

     No annual reports to security holders, proxy or information
statements, or prospectus filed pursuant to Rule 424(b)or (c) are
incorporated by reference in this report.

    Transitional Small Business Disclosure Format (Check One):
                       Yes          No   X 
                           -----       -----
<PAGE>
                                 PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Resources of the Pacific Corporation (the "Company") was organized
under the laws of the State of Nevada in April of 1987, under the
name "10 Minute Pit Stop USA, Inc."  The Company was formed for the
purpose of acquiring and operating automotive oil change service
centers.  On April 30, 1987, the Company merged with Value Funding
Corporation, a publicly-owned corporation that owned a chain of oil
change and lubrication centers.  In 1990, the Company changed its
name to Pit Stop Auto Centers, Inc.

From inception through late 1991, the Company and its various
subsidiaries operated automotive oil change, lubrication and fluid
maintenance service centers in Phoenix, Oklahoma City and various
locations in Texas.  On December 31, 1991, the Company sold all of
its properties, inventories and other assets used in the operation
of its service centers and ceased to operate in the automotive
service center business.  Since the sale of its assets and
discontinuance of its automotive service business in December of
1991, the Company's operations have been limited to efforts in
identify and acquire an operating business.

Pursuant to its efforts to acquire an operating business, on
September 7, 1995 the Company entered into an Acquisition Agreement
(the "Acquisition") with Resources of the Pacific, Inc. ("ROP")
pursuant to which:

     (1)  The Company acquired all of the issued and outstanding
          shares of ROP in exchange for the issuance of 22,219,000
          shares of common stock of the Company;

     (2)  The Articles of Incorporation of the Company were amended
          by effecting a reverse split of the common stock on a
          ratio of one for twenty; and

     (3)  The Company changed its name to "Resources of the Pacific
          Corporation."

Following the Acquisition, on October 7, 1995 the Company acquired
from Resources of the Pacific Ltd. ("ROP Ltd"), a subsidiary of
ROP, all of its rights, title and interest in certain joint venture
timber concessions (the "Timber Rights") for the development of
timber located in Fiji (the "Timber Acquisition") in exchange for
1,350,000 shares of the Company's common stock and ROP divested its
entire interest in ROP Ltd.

Semper intends to operate as an active timberland manager, while
seeking competitively higher returns on investment as a producer of
hardwoods. The Company believes it is good business to be proactive
in maintaining the environmental integrity and sustain ability of
the timberlands under its control. It is intended that the
concessions that Semper Resources acquire will utilize selective
cutting and reforestation techniques.

Semper's strategic objective is to start with the acquisition of
undeveloped or under-developed  hardwood timber concessions.
Although it is not adverse to exploring softwood timber concessions
in countries where the Company already has a presence, Semper has
targeted a segment of the lumber market which currently  has
significant shortage of high quality tropical hardwood timber.
Tropical hardwoods typically have higher margins than the highly
competitive and larger softwood segment.
 
The Company intends to utilize joint venture concepts
wherever possible in which the timber on the stump is the partner
contribution to the venture. This approach provides for the
partnering with the landowner in selective harvesting of timber and
sharing operating margin with the landowner, or procuring raw material
at favorable allocations or price.  Such is the structure of
the Romanian Joint Venture and for the Fijian concessions. 
The Brazilian acquisition is an outright purchase of
the land utilizing mostly Company shares for the first phase
purchase; however, the exercise of the three options call for
significant amounts of cash.  For the Philippines, timber
contributing joint ventures, land purchase, and log purchase
methods will be utilized.

Eventually Semper would like to develop into a vertically
integrated hardwood supplier.

Romania

The Company has just entered into a Joint Venture Agreement with
S.C. ARM S.A. ("ARM") , a  Romanian corporation, to form a new
Romanian corporate subsidiary of the Company ("New Corp.").  ARM
agrees to supply New Corp. with at least 10,000 m3 per month of
green rough sawn timber within 6 months after Closing.  The
Agreement calls for the Company to assist New Corp. in obtaining
financing and procurement of kiln equipment in the drying and
remanufacturing of green sawn timber for distribution domestically
and internationally.  The Company would be granted an 80% stock
interest in New Corp. and ARM a 20% stock interest.  ARM is to
receive a quarterly payment of 20% of earnings before taxes
("EBITDA").  ARM agrees to supply such timber at the lowest most
favorable price.  The Company has the First Right of Refusal to
purchase all of ARM's timber and wood products operations as well
as its interests in timber logging and milling concessions, and its
20% interest in New Corp.  As additional consideration, the Company
agreed to issue at Closing 500,000 five (5) year Warrants of the
Company at the exercise price of $2.00 per share.  The Agreement is
subject to the Company's due diligence. 

New Corp. which would be chartered to be a timber products
manufacturing and marketing company with its Romanian partner, S.C.
ARM S.A. ("ARM") which holds a 20% minority interest.  ARM owns
interests in certain timber operators which log and produce
primarily pine and beech green rough sawn timber.

New Corp. will be responsible for the procurements of kiln
equipment, semi-finished and finishing equipment for use by the new
subsidiary in its drying and remanufacturing of green sawn timber. 
The Romanian operation intends to procure logging and mill
equipment for lease to ARM's timber concession operators.  New
Corp. will response for advancing deposit money to RAMSILVA, the
Romanian forestry department, for semi-annual cutting allowances to
ensure and capture sources of supply.  

ARM will be required to provide rough sawn timber equal to the
Company's annual kiln capacity.  ARM agrees to supply at least
10,000 m3 per month by the sixth month after start up from three of
its timber concession joint ventures.  The Company's Romanian
subsidiary shall have the first right of refusal on future timber
project development and opportunities developed by ARM.

Germany and Egypt are the main buyers of Romanian pine and beech. 
The Company intends to market to these established markets as well
as to others which have expressed interest in these woods as
additional capacity is developed.  The Company's Romanian plans
center on assisting existing concessionaires in increasing logging
and rough milling capacity as well as increasing kiln and value
added manufacturing in the Romanian subsidiary to match.  The
Company intends to reach 500,000 m3 per year within three to five
years.

Romania is a country about the size of the state of Oregon and
which is approximately one third forests.  The government is active
in auctioning cutting rights and is responsible for after logging
site clean up and reforestation in order to ensure perpetual
regrowth of the country's forests.

FIJI

The Company's Fiji project was to be a series of nine initial joint
venture timber concessions (approximately 40,000 acres) in which
nine tribes of indigenous people contribute the standing timber to
be selectively harvested after the Company pays some governmental
fees.  The tribes would be paid a percentage of the after milling
net profit.  Other opportunities that the Company has could
generate positive cash flow and profits sooner and in a greater
magnitude. Therefore this project will not likely receive attention
until sometime in 1998.

BRAZIL

Semper Resources consistent with its long term strategy to
horizontally develop hardwood timber properties has sought and
found timber properties in Brazil.  In November, 1996 the Company
reached an agreement to purchase approximately 454,000 acres of
timberland in the State of Amazonas.  The transaction includes
options to acquire up to 6.6 million additional acres and mill
facilities in other Brazilian states.

Upon successful acquisition, of which there is no assurance, the
Company intends to selectively harvest tropical hardwoods from the
initial acreage. Plans call for the acquisition of two sawmills,
kiln and power generation facilities to produce rough sawn lumber
for distribution into US and European markets. A determination to
add value-added manufacturing, veneering or pulp operations will be
made at a later date after consideration of market and logistic
conditions and other Company acquisition plans.

This project will require extended due diligence, operations and
infrastructure planning and environmental permitting and license
verification during 1998 in order to determine the extent of which
or all of the available options are appropriate.  Management feels
that there will be little, if any, impact upon results or cash
utilization during 1998. This project should require a separate
financing depending upon the scope of properties acquired under the
various options.  

PHILIPPINES

The Company has entered into a letter of intent to acquire certain
hardwood timber concessions, timberlands and mills in the
Philippines.  As the operating and market aspects of the Philippine
transaction could produce near term positive cash flow, the Company
decided to aggressively pursue the Philippine opportunity in the
near term and put the Fijian and Brazilian projects into Phase Two
(late 1998) subject to financing and other risk factors previously
described.  The Company may explore opportunities to sell its
position or enter into joint venture arrangements with its Fijian
and Brazilian projects.

In 1993, President Ramos of the Philippines awarded to the
indigenous peoples native lands which contain various natural
resources including original and regrowth hardwood timber.  The
concept was to allow native Filipinos the right to use natural
resources and agricultural land to develop self sufficient business
enterprises providing income for infrastructure development,
medical and health services, education funding and wealth
development.

SRCR has entered into a Letter of Intent to acquire certain timber
interests controlled by Bentley House International Corporation ("BHIC").

Philippine Sales and Marketing

Due to the inability of domestic mills in the Philippines to supply
the growing domestic market, believes that Company, imported logs
and rough sawn timber has been increasingly important to the
Philippine market.  It is the Company's intention to primarily
focus on marketing its timber products domestically through
relationships developed by the management of BHIC.  The Company
intends to develop export sales as excess capacity is developed.

1.   Plywood/veneer: Construction grade plywood demand is high as
plywood is required for concrete forming, usually a one-time use. 
Concrete is the most widely used construction material used in the
Philippines.  The Company plans to initially concentrate in selling
directly to developer/contractors in Cebu and later into Manilla. 
Sales are also intended to be accomplished through distributors. 
Japan also has a significant demand for plywood and the Company
intends to utilize a distributor in Japan.  Furniture grade veneers
are intended to be marketed to Cebu's furniture manufacturers.

2.   Poles and piling: Treated and untreated poles and pilings can
be sold directly to utility cooperatives, power companies and
telephone companies.  Currently, there is a significant demand for
utility poles.

3.   Lumber: The Company intends to acquire an S4S machine which
produces various molding and finished lumber products.  Output from
this process can be utilized for architectural molding, flooring
and furniture wood products.  The Company will sell directly to
contractors and furniture manufacturers in Cebu and Manilla, as
well as to distributors for small account activity.  In Cebu, near
Mindanao, there are several large furniture operations which have
indicated that they will buy significant quantities from BHIC.  
Rough sawn and finished dimensional lumber products will be marketed 
to distributors and wholesalers in Cebu and Manilla.

Competition

Competition in Romania is in the export of green rough sawn pine and
beech timber as there is very little kiln drying in the country. 
It is the Company's intent to kiln dry (pine) or steam dry (beech)
the timber and sell the value added products into existing markets. 
There are three large wood product producers in Romania two of
which manufacture end products which the Company does not intend to
enter into the manufacturing or marketing of such products.

The Philippines is a net importer of timber products as there has
been limited production and financial capability as well as a
restricted availability of logs. The competition is from
international (regional) sources. Management feels that its
available supply of logs, its production facilities, its access to
the domestic market and  most important transportation costs will
allow the Company to effectively and prosperously compete with
international sources on a price and performance basis.

This Form 10-KSB contains forward looking statements.  The actual
results might differ materially from those projected in the forward
looking statements.  Additional information concerning factors that
could cause actual results to materially differ from those in
forward looking statements is contained in the Company's filings
with the Securities and Exchange Commission, including periodic
reports under the Securities Exchange Act of 1934, as amended.

Litigation

     The Company is not a party to any material litigation and is
currently not aware of any threatened litigation that could have a
material adverse effect on the Company's business, results of
operations or financial condition.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company's only property (not counting the Brazil, Romania and
Phillippines Letter of Intent and Agreements)and assets are Timber
Rights from nine joint ventures covering approximately 40,000 acres
of timberland in Fiji and the exclusive rights to market wood
products internationally. (See "Business").

ITEM 3.  LEGAL PROCEEDINGS

The Company is not the subject of any material pending legal
proceedings; and to the knowledge of management, no material
proceedings are presently contemplated against the Company by any
federal, state or local governmental agency/  Further, to the
knowledge of management, no director or executive officer is party
to any action which any has an interest adverse to the Company.  

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's stockholders
through the solicitation of proxies or otherwise, during the fourth
quarter of the Company's fiscal year ended December 31, 1996; and
none have been submitted prior to November 30, 1997.


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's common stock was previously listed on the NASDAQ
Stock Market.  Since February of 1992, the Company's common stock
has been listed on the O-T-C Bulletin Board.  However, the market
for these securities is extremely limited and sporadic.

On December 12, 1997, the closing bid price of the common stock was
$0.56.

HOLDERS

The number of record holders of the Company's common stock as of
November 30, 1997 was 494.  This number does not include an
indeterminate number of stockholders whose shares are held by
brokers in street name.

DIVIDENDS

The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable
future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS 

PLAN OF OPERATION

Prior to the acquisition of Resources of the Pacific, the Timber
Rights, and the marketing rights, the Company had not engaged in
any material operations since 1991.  The Company intends to
commence timber operations in Romania subject to sufficient
financing of which there is no assurance; and the Phillipines is
subject to due diligence, a definitive agreement and sufficient
financing.

RESULTS OF OPERATIONS

The Company received no revenue in either the calendar year ended
December 31, 1996, or the calendar year ended December 31, 1995. 
The Company has a net loss of $406,818 in calendar 1996 from
ongoing search for acquisitions and $405,042 in calendar 1995
arising from general and administrative expenses incurred in
connection with the Acquisition and the Timber Acquisition. 

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, the Company had a deficit working capital of
($144,341), and as of September 30, 1997, the Company had a deficit
working capital of ($262,072).

Management estimates that the Company will require a minimum of
$3,000,000 to begin the proposed timber operations in Romania after
which time management believes that timber operations will be self
supporting except for expansion purposes.  As of September, 1997,
the Company had borrowed an aggregate of $50,000 from a shareholder
and $50,000 from outside parties.  These loans are repayable on
demand with interest at twelve percent per annum.

ITEM 7.  FINANCIAL STATEMENTS.

The Company's financial statements are presented under Item 13 of
this report.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

Peterson, Siler & Stevenson, Certified Public Accountants, of Salt
Lake City, Utah, audited the financial statements of the Company
for the calendar year ended December 31, 1994.  Following the
Acquisition in April of 1996, Peterson, Siler & Stevenson was
changed and H.J. Swart & Co., P.A., Certified Public Accountants,
were retained as the Company's principal auditors.  There were no
disagreements between the Company and Peterson, Siler & Stevenson
with regard to accounting and financial disclosure.


                           PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS

The following are the Officers and Directors of the Company as of
December 31, 1996:

Name                     Age       Position Held with Company
-----                   -----      ----------------------------

Robert A. Dietrich       52        President, CEO, Treasurer and
                                   Director
John B. Brebbia          67        Secretary and Director
Ray Besharaty            58        Managing Director (Fiji) and Director
Wayne Walters            49        Director
 
Directors and Executive Officers

Semper Resources has established a Management Team to maximize the
opportunities offered to Semper Resources world wide and to
guarantee optimal probability of long term corporate success.  For
the most part, individuals have been selected based on their proven
abilities to produce and succeed.

Robert A. Dietrich - Chairman, President & CEO  

Mr. Dietrich background includes hands-on executive management,
investment banking and financial  consulting experience. He has
more than thirteen years experience as vice president (finance and
operations) or president of  middle market manufacturing and/or
distribution companies and thirteen years with CPA and investment
banking firms providing financial and operations consulting and 
merger/acquisition and financial structuring for clients. Mr.
Dietrich is a CPA with a B.B.A. from Notre Dame and an MBA from U.
of Detroit.

John B. Brebbia - Secretary & Corporate Counsel  

Mr. Brebbia is Secretary to the Board of Directors and Corporate
Counsel. He is Chairman of Composite Power Corp. and former Vice
Chairmen of First Western Corp. of Las Vegas. Previously he was
with Alston & Bird, Atty of Washington and Atlanta and served as
managing partner of Alston & Bird, Washington. He holds an A.B.
from Stonehill College and a LL.B. from Boston College. Mr. Brebbia
has been an active participant in several professional legal, civic
and political commissions.


Ray Besharaty - Board Member and Managing Director - Fiji

Mr. Besharaty, with a B.S. Accounting degree, has been involved in
the formation and development of Resources of the Pacific since its
inception in 1992.  Mr. Besharaty has contributed both as
international marketing and sales manager with numerous countries
including Saudi Arabia, Taiwan and Europe, and as director of
Aircraft Support Services.  He has lived in the Middle East and has
developed strong ties in the international marketplace.  

Wayne Walters - Board Member and Consultant

Mr. Walters' background runs the gamut from electrical engineer in
the aerospace industry to business consultant for natural resource
companies.  Mr. Walters has successfully managed multi-year
projects as large as $50 million directing a staff of over 80
professionals, to small six week time critical projects utilizing
a staff of well over 200. As a result of Mr. Walter's proposal and
management skills, programs totaling over $200 million have been
won.  Mr. Walter's management skills have been recognized and
valued such that his last assignment, within a $300+ million in
sales per year organization, was considered by management to be the
single project most critical to future business for the
organization.

Mr. Walters was a self-employed consultant for several years,
providing management expertise and resource allocation technical
expertise to both aerospace and natural resource companies.  Mr.
Walters is a published poet, has a B.S. in Electrical Engineering
from Georgia Tech; two masters degrees: an MS in Operations
Research from U.S.C. and an MBA from UOP; and was granted the
Degree of Engineer in Operations Research and Systems Engineering
by U.S.C..  Mr. Walters obtained a certificate in business
management from UCLA and continues his training by recently
completing numerous UCLA courses in Total Quality Management.

Chief Operating Officer

The Company intends to recruit a COO by the Spring of 1998 who will
responsible for world wide logging and mill operations as well as
marketing and sales management.

ITEM 10.  EXECUTIVE COMPENSATION

There is no fixed amount or formula determining the amount of
salaries which officers will be paid for the services they render
to the Company.  These salaries will be paid, notwithstanding the
profitability of the Company.  In addition, these salaries will be
set and, from time to time changed, at the sole discretion of the
Board of Directors, which is made up partly of these officers. 

Robert A. Dietrich, President & CEO has a base salary of $120,000
per annum and has been awarded five year incentive options in the
amount of 100,000 common shares exercisable at $2.00 per share.

During fiscal 1996 and fiscal 1997, no officer or director was paid
more than $100,000.

Director Compensation

Non-employee directors of the Company receive no cash compensation
for their services to the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT RECORD AND BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON
STOCK

The following table sets forth, as of November 30, 1997, certain
information regarding the ownership of voting securities of each
person known by the Company to be a beneficial owner of five
percent or more of the outstanding voting securities, each of the
Directors of the Company and all Officers and Directors as a group.

Name and Address of    Shares of Common Stock           Percentage of Shares
Beneficial Owner       Beneficially Owned (1)            of Common Stock 
                                                        Beneficially Owned 

International Bell, Inc  12,569,000                    49.6%
Carol S. Lewis            9,170,000                    36.2%
Robert A. Dietrich          100,000(1)                  0.004%
Ray Besharaty               790,048                     3.1%
John H. Brebbia                   0                       0%
Wayne M. Walters             57,143                     0.002%
All executive officers and 
directors as a group     ----------                    ------
(4 persons)                 947,191                     3.3%
                         ==========                    ======
(1)  Five year stock options exercisable at $2.00 per share.


(C)  CHANGE IN CONTROL

None.

<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 
     International Bell, Inc., the Company's largest shareholder, 
has loaned the Company $50,000 in the form of a 12% per annum
promissory note, payable on demand.  Interest on the loan has been
accrued but unpaid as of September 30, 1997.   International Bell,
Inc. and Ms. Lewis have made cash advances to the Company
totaling $4,265.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  The following documents are filed as a part of this Form
     10-KSB at the page indicated.
                                                        Page Number
(a)(i)  Financial Statements

        Auditor's Report as of October 29,1997.............F1

        Consolidated Balance Sheets - December 31, 1996 and
        1995...............................................F2

        Consolidated Statement of Operations - For the years
        ended December 31, 1996 and 1995...................F3

        Statement of Shareholder's Equity - For the years
        ended December 31, 1996 and 1995...................F4

        Statement of Cash Flows - For the years ended 
        December 31, 1996 and 1995.........................F5

        Consolidated Notes to Financial Statements.........F6-F10

(a)(ii) Consolidated Schedules - None.

All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable
and, therefore, have been omitted.

(a)(iii) Exhibits
                                                        Sequential
NUMBER    DESCRIPTION                                   Page Number

2.2       Acquisition Agreement dated September 7, 1996
          between Resources of the Pacific Corporation
          and the shareholders of Resources of the
          Pacific, Inc.                                     **

3.1       Articles of Incorporation of Resources of the
          Pacific Corporation, as amended - incorporated
          by reference to the exhibits filed with the 
          Company's Current Report on Form 8-K dated 
          July 28, 1995 .                                   *

3.2       Bylaws of Resources of the Pacific Corporation,
          as amended - incorporated by reference to the
          exhibits filed with the Company's Form 8-A.       *

10.4      Acquisition Agreement dated April 1, 1996 
          between Resources of the Pacific Corporation
          and Resources of the Pacific Ltd.                 **

10.5      Agreement dated September 7, 1995 between
          Resources of the Pacific Corporation and 
          International Bell, Inc.                          **

10.6      Amendment to Agreement dated September 7, 1995
          between Resources of the Pacific Corporation 
          and International Bell, Inc.                      **

10.7      Agreement dated March 12, 1996 between Resources
          of the Pacific Corporation and International 
          Bell, Inc.                                        **

10.9      Amendment to Acquisition Agreement between 
          Resources of the Pacific Corporation and the
          Shareholders of Resources of the Pacific, Inc.    **

10.10     Definitive Agreement between Semper Resources 
          Corporation and the Romanian Joint Venture        31

21        Subsidiaries of the Registrant                    43
---------------
* Incorporated by reference pursuant to Exchange Act Rule 12b-23.

** Incorporated by reference from previous filings.

(b)  Reports on Form 8-K

     None.



<PAGE>
                      Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company)
                                
                            INDEX TO
               Consolidated Financial Statements
                   December 31, 1996 and 1995


                                                       PAGE NUMBER
                                                       ----------
        Auditor's Report as of October 29,1997.............F1

        Consolidated Balance Sheets - December 31, 1996 and
        1995...............................................F2

        Consolidated Statement of Operations - For the years
        ended December 31, 1996 and 1995...................F3

        Statement of Shareholder's Equity - For the years
        ended December 31, 1996 and 1995...................F4

        Statement of Cash Flows - For the years ended 
        December 31, 1996 and 1995.........................F5

        Consolidated Notes to Financial Statements.........F6-F10

(a)(ii) Consolidated Schedules - None.
<PAGE>
                          Independent Auditors Report

Board of Directors and Stockholders
Semper Resources Corporation

We have audited the accompanying consolidated balance sheets of
Semper Resources Corporation (formerly Resources of the Pacific
Corporation)(a development stage company) and its subsidiary as of
December 31, 1996 and 1995, and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for
the years then ended and for the cumulative period from January 1,
1992 through December 31, 1996.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.  The financial statements
of Semper Resources Corporation as of December 31, 1994 were
audited by other auditors whose report dated April 5, 1995
expressed an unqualified opinion including an explanatory paragraph
stating a concern about the Company continuing as a going concern.
The financial statements of Semper Resources Corporation as of
December 31, 1993 and 1992 were audited by other auditors whose
report dated October 16, 1994 expressed an unqualified opinion
including an explanatory paragraph stating a concern about the
Company continuing as a going concern.  We conducted our audits in
accordance with generally accepted auditing standards.  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.  In our opinion,
the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Semper
Resources Corporation and its subsidiary as of December 31, 1996
and 1995, and the results of their operations and their cash flows
for the years then ended and for the cumulative period from January
1, 1992 through December 31, 1996 in conformity with generally
accepted accounting principles.  

October 29, 1997
H.J. SWART & COMPANY, P.A.
Certified Public Accountants
Kissimmee, Florida
<PAGE>
                      Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company)
                         Consolidated Balance Sheet
                         December 31, 1996 and 1995

                                                       Assets
                                                       ------
                                                 1996            1995
                                                 ----            ----
Current assets
     Cash                                   $   16,046         $        151
     Property and equipment, net                  -0-                   -0-
Other assets
Advances to joint venture partners             109,995                  -0-
Deposits                                        57,316                  -0-
Joint venture timber concessions             7,098,948            7,098,948
Goodwill, net                                  101,219              108,626
Marketing contract                               1,350                  -0-
                                            ----------           ----------

Total other assets                           7,368,828            7,207,574
                                            ----------           ----------

                                            $7,384,874           $7,207,725
                                            ==========           ==========




The accompanying notes are an integral part of these financial
statements.<PAGE>

                       Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company)
                         Consolidated Balance Sheet
                         December 31, 1996 and 1995
            
Liabilities and Stockholders' Equity
------------------------------------
                                                  1996         1995
                                                  ----         ----
Current liabilities
Accounts payable                          $   105,613    $   10,000
Accrued expenses                                  674         2,670
Advances from related parties                   4,100         5,100
Notes payable due related parties              50,000        70,000
                                          -----------   -----------
    Total current liabilities                 160,387        87,770

Stockholders' equity 
 Series A 12% convertible preferred 
   stock, $.001 per value, 15,000
    shares authorized, 130 shares 
    issued and outstanding, stated 
    at liquidation value                      130,000           -0-
 Common stock, $.001 and $.005
    par value, 100,000,000 and
    25,000,000 shares authorized,
    25,257,965 and 23,737,964 issued
    and outstanding at December 31,
 1996 and 1995, respectively                   25,258       118,690
Additional paid in capital                 10,497,425    10,022,643
Accumulated deficit                       ( 2,471,991)  ( 2,471,991)
Deficit accumulated during the 
development stage                         (   956,205)  (   549,387)
                                          -----------   -----------
    Stockholders' equity                    7,224,487     7,119,955
                                          -----------   -----------
                                          $ 7,384,874   $ 7,207,725
                                          ===========   ===========



The accompanying notes are an integral part of these financial
statements.<PAGE>
                                 
                       Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company) 
                    Consolidated Statement of Operations
                 Years ended December 31, 1996 and 1995 and
            the period January 1, 1992 through December 31, 1996
                                
                                                               
                                                        Cumulative from
                                                          Jan. 1, 1992  
                                                            through    
                                   1996          1995     Dec. 31, 1996
                                   ----          ----     --------------
Revenues
Sales                           $    -0-       $    -0-          $   6,264
Expenses
General and administrative        310,229        99,626            859,493
Forfeited acquisition costs        80,000           -0-           
Amortization                        7,407         2,469              9,876
Depreciation                         -0-            281              3,501
                                ---------      --------         ----------
 Total expenses                   397,636       102,376            952,870
                                ---------      --------         ----------
 Loss from operations            (397,636)     (102,376)          (946,606)
Other income (expense)
Interest income                        55             4             14,320
Interest expense                 (  9,237)     (  2,670)          ( 71,309)
Gain (loss) on sale of asset         -0-            -0-           (  3,613)
Other income                         -0-            -0-             41,728
                                ---------      --------         ----------
 Total other income (expense)    (  9,182)     (  2,666)          ( 18,874)
                                ---------      --------         ----------
Loss from operations before
income taxes and extraordinary
items                            (406,818)     (105,042)          (965,480)
Current income tax                   -0-            -0-                -0-
Deferred income tax                  -0-            -0-                -0-
                                ---------      --------         ----------
Loss from operations before 
extraordinary items              (406,818)     (105,042)          (965,480)
Extraordinary items 
 Gain on discharge of debt 
obligations (no tax effect)          -0-            -0-              9,275
                                ---------      --------         ----------
Net loss                       $ (406,818)   $ (105,042)         $(956,205)
                               ===========   ===========       ===========
Loss per share
Loss before extraordinary
item                           $     (.02)   $     (.02)          $   (.15)
 Extraordinary items                  -0-           -0-                -0-
                               ----------    ----------         ----------
Net loss                       $     (.02)   $     (.02)          $   (.15)
                               ===========   ==========           ===========


The accompanying notes are an integral part of these financial
statements.

<PAGE>
                      Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company)
           Consolidated Statement of Stockholders' Equity (Deficit)
                  January 1, 1992 through December 31, 1996
<TABLE>
<CAPTION>
                                                Series A                        Additional
                                             Preferred Stock   Common Stock      Paid-in   Accumulated  Treasury
                                             Shares  Amount  Shares      Amount  Capital    Deficit      Stock 
                                             ------  ------  ------      ------  -------    -------      -----
<S>                                          <C>   <C>        <C>        <C>     <C>         <C>         <C>           
Balance at January 1, 1992                     -0-    -0-      1,094,279  $54,713 $2,810,977 $(2,471,991)$(100,000)
Stock issued to an officer and director
  for cash, March, 1992, at $.0625 per share   -0-    -0-        300,000   15,000      3,750       -0-         -0-
Shares of treasury stock issued pursuant to
  loan agreement                               -0-    -0-          -0-       -0-    (100,000)      -0-     100,000
Stock issued in connection with proposed
  acquisition, April, 1992                     -0-    -0-      1,364,000   68,200    (68,200)      -0-         -0-
Cancellation of stock issued in connection
  with unsuccessful proposed acquisition,
  October, 1992                                -0-    -0-     (1,364,000) (68,200)    68,200       -0-         -0-
Net loss for the year ended Dec. 31, 1992      -0-    -0-       -0-          -0-         -0-    (251,989)      -0-        
                                             -----  -----     ----------  -------   --------  ----------   -------
Balance at December 31, 1992                   -0-    -0-      1,394,279   69,713  2,714,727  (2,723,980)      -0-

Stock issued to an officer and director
  for services rendered, June 18, 1993,
  at $.125 per share                           -0-    -0-        600,000   30,000     45,000       -0-         -0-
Net loss for the year ended Dec. 31, 1993      -0-    -0-          -0-       -0-         -0-    (169,430)      -0- 
                                             -----  -----     ----------  -------   --------  ----------   -------
Balance at December 31, 1993                   -0-    -0-      1,994,279   99,713  2,759,727  (2,893,410)      -0-

Stock issued to a corporation owned by the
  Company's president for payment of amounts
  payable, Feb. 7, 1995, at $.0533 per share   -0-    -0-        300,000   15,000      1,000       -0-         -0-
Stock issued to an officer and director
  for payment of cash advances in
  the amount of $19,000 and for services
  rendered in the amount of $10,000,
  September 1, 1994, at $.05 per share         -0-    -0-        580,000   29,000       -0-        -0-         -0-
Net loss for the year ended Dec. 31, 1994      -0-    -0-          -0-       -0-        -0-   (   22,926)      -0-
                                             -----  -----     ----------  -------   --------  ----------   -------

Balance at December 31, 1994                   -0-    -0-      2,874,279  143,713  2,760,727  (2,916,336)      -0-

Stock issued to an officer for payment
  of cash advances in the amount of $4,850
  March 30, 1995, at $.075 per share           -0-    -0-         65,000    3,250      1,600       -0-         -0-
Stock issued to officer for payment of cash
  advances in the amount of $22,000
  June 30, 1995, at $.05 per share             -0-    -0-        440,000   22,000       -0-        -0-         -0-
One for twenty reverse stock split
  and change in par value to $.005             -0-    -0-     (3,210,315)(168,118)   168,118       -0-         -0-
Stock issued to acquire a subsidiary on
  September 7, 1995 at $.005 per share         -0-    -0-     22,219,000  111,095       -0-        -0-         -0-
Stock issued to acquire joint venture
  timber concessions on October 10, 1995,
  at $5.258 per share                          -0-    -0-      1,350,000    6,750  7,092,198       -0-         -0-
Net loss for year ended Dec.  31, 1995         -0-    -0-          -0-       -0-        -0-     (105,042)      -0-         
                                             -----  -----     ----------  -------   --------  ----------   -------

Balance at December 31, 1995                   -0-    -0-     23,737,964  118,690 10,022,643  (3,021,378)      -0-  

Change in par value to $.001 on May 17, 1996   -0-    -0-          -0-    (94,952)    94,952       -0-         -0-
Sale of preferred stock on May 30, 1996,
  at $1,000 per share                          200  200,000        -0-       -0-         -0-       -0-         -0-
Stock issued to acquire a marketing
  contract on May 31, 1996, at $.001 per
  share                                        -0-    -0-      1,350,000    1,350        -0-       -0-         -0-
Sale of preferred stock on June 15, 1996,
  at $1,000 per share                           30   30,000        -0-       -0-         -0-       -0-         -0-
Sale of common stock on July 16, 1996, at
  $1.50 per share                              -0-    -0-         10,000       10     14,990       -0-         -0-
Conversion of preferred stock on August 12,
  1996                                        (100)(100,000)      66,667       66     99,934       -0-         -0-
Sale of common stock on September 1,                                                           
  1996 at $3.00 per share                      -0-    -0-         41,667       42    124,958       -0-         -0-
Sale of common stock on September 15,
  1996, at $1.50 per share                     -0-    -0-         10,000       10     14,990       -0-         -0-
Sale of common stock on September 30,
  1996, at $3.00 per share                     -0-    -0-         41,667       42    124,958       -0-         -0-
Net loss for the year end December 31, 1996    -0-    -0-          -0-       -0-         -0-   ( 406,818)      -0-          
                                             ----- --------   ----------  -------   --------  ----------   -------
Balance at December 31, 1996                   130 $130,000   25,257,965 $25,258 $10,497,425 $(3,428,196)  $   -0-

</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
                      Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company) 
                   Consolidated Statement of Cash Flows
                Years ended December 31, 1996 and 1995 and
            the period January 1, 1992 through December 31, 1996

                                                             
                                                              Cumulative from
                                                               Jan. 1, 1992  
                                                                 through
                                    1995         1996          Dec. 31, 1996
                                    ----         ----         --------------
Cash flows from operating
  activities
   Net loss                    $  (406,818)     $(105,042)      $(956,205)
 Adjustments to reconcile 
 net loss to net cash used 
 by operating activities 
 Depreciation and amortization       7,407          2,750          13,377
 Recognition of deferred
 income                               -0-            -0-         (100,000)
 Assumption of assets and
 liabilities by President
 of Company                           -0-            -0-           55,949
 Issuance of stock in payment 
 of accrued liabilities and 
 cash advances                        -0-          26,850         111,850
 Decrease in accounts, other
 and notes receivable                 -0-            -0-          150,000
 Decrease in other assets             -0-            -0-          237,500
 Increase (decrease) in 
 accounts payable and 
 related party advances             94,613          2,896         (43,405)
 Increase (decrease) in      
 accrued expenses                   (1,996)         2,670             674
                                  ----------      ---------      --------
Net cash used by operating 
 activities                       (306,794)       (69,876)       (530,260)


Cash flows from investing
activities
 Proceeds from sale of property
 and equipment                        -0-            -0-            1,052
<PAGE>
Proceeds from sale of 
 marketable securities                -0-            -0-              626
 Payments for marketable 
 securities                           -0-            -0-             (391)
 Advances to partners             (109,995)          -0-          (109,995)
 Deposits on acquisitions         ( 57,316)          -0-          ( 57,316)
                                  ----------      ---------       --------
Net cash used by investing 
 activities                       (167,311)          -0-          (166,024)

Cash flows from financing activities          
 Proceeds from notes payable        80,077         70,000          155,077
 Proceeds from preferred stock
 issuance                          230,000           -0-           230,000
 Proceeds from common stock
 issuance                          280,000           -0-           298,750
 Payments on notes payable, long-
 term debt, and capital lease
 obligations                      (100,077)          -0-          (105,077)
                                  ----------      ---------       --------
Net cash provided by financing 
 activities                        490,000         70,000          578,750
                                  ----------      ---------       --------
Increase (decrease) in cash         15,895            124         (117,534)

Cash at beginning of period            151             27          133,580
                                  ----------      ---------       --------

Cash at end of period          $    16,046     $      151       $   16,046
                               =============   ============     ============

Supplemental disclosure of cash 
 flow information
 Cash paid during the period for
 Interest                      $    11,233     $     -0-        $   35,246
 Income taxes                  $      -0-      $     -0-        $    -0- 

The accompanying notes are an integral part of these financial
statements.
<PAGE>
                      Semper Resources Corporation
              (Formerly Resources of the Pacific Corporation)
                       (A Development Stage Company)
                Notes to Consolidated Financial Statements
                                
1.   Summary of Significant Accounting Policies
     ------------------------------------------

Organization and consolidation
------------------------------

The financial statements presented are those of Semper Resources
Corporation  (the Company) and Resources of the Pacific, Inc.
(Resources), its wholly owned subsidiary.

The Company acquired Resources on September 7, 1996 in an exchange
of common stock.  Prior to and in conjunction with the acquisition,
the Company had a 1 for 20 reverse stock split.  The financial
statements reflect the effects of this transaction.

The Company was organized under the laws of the State of Nevada as
10 Minute Pit Stop USA, Inc. in April, 1987.  On April 30, 1987,
the Company merged with Value Funding Corporation, a public
corporation, and the Company was designated as the surviving
corporation.  Value Funding Corporation also owned a subsidiary, 6
Minute Pit Stop USA, Inc.  The name of the Company was changed in
April 1990 to Pit Stop Auto Centers, Inc., in September 1995 to
Resources of the Pacific Corporation, then in May 1996 to Semper
Resources Corporation. The Company's subsidiary, 6 Minute Pit Stop
USA, Inc., filed for Chapter 7  bankruptcy in 1988.  The Company
acquired a controlling interest in Grease N Go International, Inc.,
during 1987.  During 1991, the Company disposed of its entire
interest in Grease N' Go International, Inc.  The Company is
currently considered a development stage company as defined in SFAS
No. 7.  The Company reentered the development stage during 1992
after disposing of all its operations during 1991 (see Note 10).
The Company currently has no operations, but plans to commence
operations in 1998 (see Note 14). 

Property and equipment
----------------------

Property and equipment are recorded at cost which is depreciated
over the estimated useful lives of the related assets. Depreciation
is computed using the straight-line method for financial reporting
purposes, with accelerated methods used for income tax purposes. 
The estimated useful lives of property and equipment for purposes
of financial reporting is 3 to 5 years.

Intangible assets
-----------------

Goodwill consists of the excess paid by the Company over the fair
market value of the net assets acquired from Resources and is being
amortized using the straight-line method over a 15 year period.  

Loss per share
--------------

The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the period
presented giving retroactive effect to the 1 for 20 reverse stock
split.  Common stock equivalents were not included in the earnings
per share computation as their effect was antidilutive. Statement
of cash flows.  For purposes of the  statement of cash flows, the
Company considers all highly liquid debt investments purchased with
a maturity of three months or less to be cash equivalents.

Income taxes
------------

The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" which requires the liability approach for the effect
of income taxes.

Use of estimates
----------------

The preparation of financial statements in conformity with
generally accepted  accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and  related notes to
financial statements.  Changes in such estimates may affect amounts
reported in future periods.

2.  Acquisition
    -----------

On September 7, 1995, the Company acquired all of the outstanding
common stock of Resources of the Pacific, Inc. in exchange for
22,219,000 shares of the Company's common stock.  The acquisition
has been accounted for using the purchase method and accordingly,
the accompanying consolidated financial statements reflect this
transaction at the date of acquisition. 

3.  Property and Equipment
    ----------------------

At December 31, 1996 and 1995 property and equipment consisted
entirely of office equipment at a cost of $2,000.  Accumulated
depreciation was $2,000 at December 31, 1996 and 1995. Depreciation
expense for the years ended December 31, 1996 and 1995 was recorded
in the amount of $-0- and $281 respectively. 

<PAGE>
4.  Income Taxes
     ------------

Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires the liability approach for the effect of
income taxes.

The Company has available at December 31, 1996 unused net operating
loss carryforwards of approximately $3,200,000 which may be applied
against future taxable income and which expire in various years
beginning in 2005 through 2011.  If certain substantial changes in
the Company's ownership should occur,  there could be an annual
limitation on the amount of net operating loss  carryforward which
can be utilized.  The amount of and ultimate realization of the
benefits from the net operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws in effect, the
future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax benefit of
the loss carryforwards.  The change in the valuation allowance is
equal to the tax benefit of the current period's net loss.

5.  Related Party Transactions
    --------------------------

At December 31, 1996 and 1995 the Company owed $4,100 and $5,100
for advances from related parties.

The Company made various issuances of common stock to related
parties during 1996 and 1995 (see Note 8).

The Company entered into a financing agreement with International
Bell, Inc. (Bell), a stockholder, on September 7, 1995.  At
December 31, 1996 and 1995 the unpaid balances were  $50,000 and
$70,000, respectively.

On January 14, 1992, $200,000 was loaned to the Company from an
investment group comprised of an independent investment firm, the
wife of the President of the Company, and the Company's legal
counsel.  The loan was repaid on May 21, 1992 with $145,188,
$67,471 and $10,354 being paid to the investment firm, the wife of
the President of the Company and the Company's legal counsel,
respectively.  As part of the loan agreement, the Company issued
its treasury stock to the investment group with 16,250 shares being
issued to the investment firm, 7,500 shares issued to the wife of
the President of the Company, and 1,250 shares issued to the
Company's legal counsel. 

In February of 1990 the Company entered into an employment
agreement with its President covering a five year period.  On June
18, 1993, in a transaction approved by the Board of Directors, the
Company and its President canceled the employment agreement and
transferred title of the real property and certificate of deposit
owned by the Company to the president of the Company.  In addition
to the real property and certificate of deposit, the president
assumed the existing mortgage on the real property and all other
liabilities attached to the real property.  As of the date of these
financial statements, the Company has no continuing liability with
respect to the transferred assets and related liabilities or with
respect to the employment agreement.

6.  Going Concern
    -------------

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate continuation of the Company as a going concern.
However, the Company has incurred significant losses of $406,818
and $105,042 for the years ended December 31, 1996 and 1995 and has
not yet established profitable operations.  This raises substantial
doubt about the ability of the Company to continue as a going
concern.  However, management was able to obtain short term
financing of $50,000, is in the process of arranging a $6,000,000
private placement offering and has created a business plan to begin
operations again during 1998, based on the timber concessions
acquired in 1995 (see Note 14), which alleviate the substantial
doubt about the Company's ability to continue as a going concern.

7.  Notes Payable
     -------------
                                                   1996     1995
                                                   ----     ----
Note payable to International Bell,
Inc., a stockholder, bearing interest 
at twelve percent, payable on demand              $50,000   $70,000
                                                  =======   =======
8.  Capital Stock
    -------------

On May 17, 1996, the Company filed amended and restated Articles of
Incorporation increasing the authorized common shares from
25,000,000 to 100,000,000, changing the common stock par value from
$.005 to $.001 per share and authorizing 100,000 shares of
preferred stock with a par value of $.001 per share.  The financial
statements reflect the change in the common stock par value.

On May 17, 1996, the Company also designated 15,000 shares of
Preferred Stock, par value $.001 per share, as Series A 12%
Convertible Preferred Stock.  Holders of Series A stock are
entitled to a dividend of $120 per share per year, payable
semi-annually in cash or in stock (at $1.50 per share), at the
Company's option, on November 15 and May 15 of each year.  Series
A stock has a liquidation preference equal to $1,000 per share, are
non-voting shares, and are subject to redemption, at the option of
the Company, at any time after December 31,1997 at $1,000 per share
plus any accrued dividends.  Holders of Series A stock have the
option to convert with certain restrictions each share held into
667 shares of common stock on or before December 31, 1997.  At
December 31, 1996 dividends in arrears were $12,188.

Public offering
---------------

On July 31, 1990, the Company successfully completed a public
offering of 400,000 units for $10 per unit.  Each unit consisted of
two shares of common stock and one common stock purchase warrant,
which when exercised, will entitle the holder to purchase one share
of the Company's common stock for $7.50 per share.  Commencing
March 31, 1991, the exercise price of the warrants was reduced to
$3.50 per share.  The warrants may be exercised at any time from
July 31, 1991 through July 31, 1996.  No stock warrants were
exercised.

Related party stock transactions
--------------------------------

On March 30, 1995, the Company issued 65,000 shares of its common
stock valued at $.075 per share to the Company's President for
payment of advances in the amount of $4,850.  On June 30, 1995, the
Company issued 440,000 shares of its common stock valued at $.05
per share, to the Company's President for payment of advances in
the amount of $22,000. These transactions occurred prior to the 1
for 20 reverse stock split.

On February 7, 1994, the Company issued to a corporation owned by
the Company's President 300,000 shares of common stock valued at
$.0533 per share, for payment of advances in the amount of $4,000,
and for consulting services rendered valued at $12,000.  On
September 1, 1994, the Company issued 580,000 shares of common
stock valued at $.05 per share to an officer and director for
payment of advances in the amount of $19,000 and for consulting
services rendered valued at $10,000.

On June 18, 1993, the Company issued to an officer and director
600,000 shares of common stock valued at $.125 per share for
services rendered valued at $75,000.

In March, 1992, the Company issued to an officer and director
300,000 shares of common stock valued at $.0625 per share for
$18,750 cash.

9.  Non-Cash Investing and Financing Activities
    -------------------------------------------

For the year ended December 31, 1996
------------------------------------

The Company issued 1,350,000 shares of its common stock valued at
$.001 per share to acquire all the rights, title, and interest in
a Marketing Contract associated with the joint venture timber
concessions acquired in 1995.

The Company issued 66,667 shares of its common stock valued at
$1.50 per share in a conversion of 100 shares of Series A 12%
convertible preferred stock.  

For the year ended December 31, 1995
------------------------------------
The Company issued 65,000 and 440,000 shares of common stock valued
at $.075 and $.05 per share respectively, prior to the reverse
stock split, in payment of $26,850 in cash advances from an
officer.

The Company issued 22,219,000 shares of common stock valued at
$.005 per share to acquire 100% of the common stock of Resources of
the Pacific, Inc. 

The Company issued 1,350,000 shares of common stock valued at
$5.258 per share to acquire all the rights, title and interest in
certain joint venture timber concessions.

10. Development Stage Activity
    --------------------------

The Company was previously involved in the operation of car service
centers.  In December of 1991 all remaining property, inventories
and other assets used in the operations of the service centers were
sold. During 1992, the Company reentered the development stage
because it no longer had any planned principal operations.  The
sole business activity of the Company is its search for a business
to acquire and the acquisition of certain timber concessions and
the planning for their development.

11. Commitments and Contingencies
    -----------------------------

In November 1996, the Company entered into a Purchase Agreement
with Casecroft Management Ltd., Ralph Financial Corporation and Roy
Skluth collectively, to acquire real property timber tracts located
in Brazil and all related timber and harvesting rights.  The
purchase price is 3,000,000 shares of the Company's common stock
and $275,000 in cash.  In consideration of an additional
non-refundable $6,500 payment the Company has the option to
purchase approximately 6.5 million acres for $119,000,000 in cash
and 2,500,000 shares of the Company's common stock.  In
consideration of an additional non-refundable $2,500 payment, the
Company has the option to purchase a certain building and
improvements, and certain equipment for $4,000,000 in cash and
8,500,000 shares of the Company's Series A Preferred stock.  In
consideration of an additional non-refundable $1,000 payment, the
Company has the option to purchase approximately 92,000 acres for
500,000 shares of the Company's common stock.  The Company paid a
sum of $50,000 upon execution of this agreement, $40,000 of which
is refundable upon termination of the agreement.  The financial
statements reflect the monies paid as a deposit at December 31,
1996.

During 1992, the Company's former advertising firm, Yaranoff
Advertising, filed a lawsuit against the Company for non-payment
for their services. The total amount requested in the suit
approximates $12,000.  The Company countersued on the grounds that
due to placement of advertisements by Yaranoff, which were not in
compliance with specifications of the Company's major supplier, the
Company was unable to collect approximately $27,000 in
reimbursements from the supplier.  Both lawsuits were dismissed in
February, 1995 due to inactivity.

During September, 1992, Kay & Kay Associates, an environmental
consulting firm retained by the Company for the clean-up of a
center in Oklahoma City, filed suit against the Company for
non-payment for their services. The total amount of their suit
approximates $18,000.  In May 1996, this suit was settled and
payment of approximately $18,000 was made.  This expense has been
included in the financial statements as an operating expense.

A claim against the Company was settled on March 8, 1993.  The
dispute involved a claim by B & K Fleet Supply, Inc. for unpaid
materials and supplies delivered to the Company.  The Company did
not oppose their claim and an arbitration award of approximately
$10,000 with costs and attorney fees included was granted.  The
$10,000 judgment has been accrued and is included in accounts
payable.  As of December 31, 1996, the amount owed had not been
paid.

The Company is not currently aware of any material pending or
threatened litigation which is likely to have a material adverse
effect upon the Company.  However, the possibility exists that
creditors and others seeking relief from the Company's former
subsidiary and former operations may also include the Company in
claims and suits pursuant to the parent/subsidiary relationship
which previously existed.  Management believes it would be
successful in defending against such claims and that no material
negative impact on the financial condition of the Company would
occur.  Management is also not aware of any pending or threatened
claims against the Company for environmental clean-up or
environmental related contingencies and believes there are no
material liabilities that are required to be accrued or disclosed
in connection with the clean-up of environmental hazards related to
the Company's prior operations.

12. Extraordinary Item
    ------------------
During 1994, a lawsuit in which the Company was the plaintiff was
settled, and the payment received in settlement was made directly
to the attorney for the Company.  Fees for services owed to the
attorney in excess of the settlement amount were forgiven, and the
amount forgiven ($9,275) was recorded as extraordinary income.

13. Stock Option Plan
    -----------------
The Company has a stock option plan.  Under the plan, non-qualified
stock options may be granted to key employees, directors and
executive officers designated by the Board of Directors (or a
committee appointed by the Board), at exercise prices equal to at
least 100% of the fair market value of the common stock on the date
of grant.  In addition to selecting the optionees, the Board (or
such committee) determines the number of shares subject to each
option and otherwise administers the Plan.  There is a total of
105,000 shares reserved for this stock option plan.  At December
31, 1996, 55,000 shares remained available to be granted. Pursuant
to the stock option plan, an Incentive Stock Option was granted on
January 30, 1991 to the President of the Company, to purchase
50,000 shares of common stock.  The exercise period is from January
30, 1992 to January 30, 1996, and the exercise price is $1.69 per
share.  At December 31, 1996 no options had been exercised. Not
pursuant to the plan, the Company granted a stock option on January
30, 1991 to the President of the Company to purchase 50,000 shares
of common stock.  The exercise period is from January 30, 1992 to
January 30, 1996, and the exercise price is $1.69 per share.  At
December 31, 1996, no options had been exercised.

14. Joint Venture Timber Concessions
    --------------------------------
On October 7, 1995, the Company acquired from Resources of the
Pacific LTD. all of its rights, title and interest in certain joint
venture timber concessions for the development of timber located in
Fiji.  The Company issued 1,350,000 shares of its common stock
valued at $5.258 per share. The Company shall be entitled to sixty
(60) percent of any profits from the operations of these joint
ventures.

The Company anticipates that these joint ventures will commence
operations during 1998, ultimately providing a source of earnings
and cash flow to the Company.

15. Advances to Joint Venture Partners
    ----------------------------------
During 1996, the Company made advances to its Joint Venture
partners to cover certain expenses in the amount of $109,995 as of
December 31, 1996.  These advances will be repaid to the Company
from the Joint Venture partners share of future operating profits.

16. Acquisition/Rescission
    ----------------------
In April, 1992, the Company entered into an acquisition agreement
wherein the Company issued 1,364,000 shares of common stock to
acquire all of the issued and outstanding shares of Mountain View
Benefits, Inc., making it a wholly owned subsidiary of the Company.
In October, 1992, both companies agreed to terminate and abandon
the acquisition agreement because the terms of the acquisition had
not been completed.

17. Forfeited Acquisition Deposit
    -----------------------------
In September 1996, the Company entered into an Asset Purchase and
Sale Agreement with Fremont Forest Products (Fremont) to purchase
substantially all of the assets utilized by Fremont in the
operation of a lumber and building products dock terminal business.
A deposit of $100,000 was paid on execution of this agreement.
Management decided, based on certain facts, not to proceed with the
acquisition and forfeited $80,000 of the deposit paid on execution
of the agreement.

18. Subsequent Events
    -----------------
In September 1997, the Company obtained financing in the amount of
$50,000.  The notes are due on demand, but if not demanded, no
later than March, 1998. 
<PAGE>
                                SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   SEMPER RESOURCES CORP.


Dated:  December 30, 1997          By:  /s/Robert A. Dietrich
                                      -----------------------------
                                        ROBERT A. DIETRICH,
                                        President, Chief Executive
                                        Officer, Treasurer and
                                        Director 


In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

                                  
Dated:  December 30, 1997          By:  /s/Robert A. Dietrich
                                      -----------------------------
                                        ROBERT A. DIETRICH,
                                        President, Chief Executive
                                        Officer, Treasurer and
                                        Director 

Dated:  December 30, 1997          By:  /s/John B. Brebbia
                                      -----------------------------
                                        JOHN B. BREBBIA 
                                        Secretary and Director

Dated:  December 30, 1997          By:  /s/Ray Besharaty
                                      ----------------------------
                                        RAY BESHARATY 
                                        Managing Director and
                                        Director

Dated:  December 30, 1997          By:  /s/Wayne Walters
                                      -----------------------------
                                        WAYNE WALTERS 
                                        Director