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, 2000

                         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 Identification Number)
 of incorporation)


              11150 West Olympic Blvd., #810, Los Angeles, CA 90064
              ------------------------------------------------------
                    (Address of Principal Executive Offices)
                  Registrant's Telephone Number: (949) 857-1166


                    -----------------------------------------
                         (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 May 4,  2001  was
25,633,600.  As of such date, the aggregate  market value of the voting stock of
the registrant held by non-affiliates was approximately  $1,947,300 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>
                                TABLE OF CONTENTS

                                                                        Page
                                                                       -------

PART I

         ITEM 1. DESCRIPTION OF BUSINESS...............................   3
         ITEM 2. DESCRIPTION OF PROPERTIES.............................   3
         ITEM 3. LEGAL PROCEEDINGS.....................................   3
         ITEM 4. SUBMISSION OF MATTERS TO A VOTE
                 OF SECURITY HOLDERS...................................   4

PART II

         ITEM 5. MARKET FOR COMMON EQUITY AND
                 RELATED STOCKHOLDER MATTERS...........................   4
         ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS..................   4
         ITEM 7. FINANCIAL STATEMENTS..................................   5
         ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                 ON ACCOUNTING AND FINANCIAL DISCLOSURE................   5

PART III

         ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                 AND CONTROL PERSONS; COMPLIANCE WITH
                 SECTION 16(a) OF THE EXCHANGE ACT.....................   5
         ITEM 10.EXECUTIVE COMPENSATION................................   6
         ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                 OWNERS AND MANAGEMENT.................................   6
         ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........   7
         ITEM 13.EXHIBITS AND REPORTS OF FORM 8-K......................   7

                 SIGNATURES............................................   9

                 FINANCIAL STATEMENTS.................................. F-1


<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.  Subsequently,  the Company changed
its name to Semper Corporation. This investment was deemed "impaired" during the
year ended December 31, 2000 and its value written off because there has been no
harvesting of timber since the  acquisition  and management has no current plans
for such operations.  At present, the Company is inactive except for its efforts
to find a company with which to merge or acquire.

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.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company  neither leases or owns any property.  It is currently  given office
space, rent free, by a shareholder of the Company.

ITEM 3.  LEGAL PROCEEDINGS

On June 6, 2000,  Kenneth M. Krauss filed suit in the Supreme Court of the State
of New York against the Company and various other persons and entities  claiming
a breach of contract  for the  failure of the  Company to  register  his shares;
failure to allow  inspection  of the  Company's  books and records and fraud and
seeks  compensatory   damages  of  $333,000  from  the  Company  and  additional
compensatory and punitive  damages from the other parties.  Trial in this matter
is scheduled for June, 2001.


                                       3
<PAGE>

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, 2000; and none have been submitted since.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

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. The Company trades under the symbol SRCR.

On May 4, 2001, the closing bid price of the common stock was $.05.

HOLDERS

The number of record holders of the Company's common stock as of May 4, 2001 was
449. 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

The Company had not engaged in any material operations since 1991.

RESULTS OF OPERATIONS

The Company  received no revenue in either the calendar year ended  December 31,
2000, or calendar year ended December 31, 1999.

The Company has a net loss of  $7,360,886  for the year ended  December 31, 2000
compared to a net loss of $46,846  for  calendar  year 1999.  For the year ended
December 31, 2000, the Company incurred  interest expense of $12,000 and general
and administrative  expenses of $190,347.  A significant  portion of the general
and  administrative expenses ($151,000) was incurred in defending the Company in
the lawsuit filed by Kenneth Krauss (see Item 3. Legal Proceedings). The balance
of the expenses were incurred in bringing the Company's SEC filings  current and
in its ongoing search for a company with which to merge or acquire. For calendar
year 1999,  the  Company  incurred  interest  expense of $12,000 and general and
administrative  expenses of $30,424, all of which were incurred in the Company's
search for a Company with which to merge or acquire.

During the year ended December 31, 2000, the Company also recorded an impairment
expense of  $7,098,948  by which the Company  reduced the carrying  value of its
timber  concession  in Fiji to zero.  This was done  because  there  has been no
harvesting activity since the concession was acquired and because management has
no current plan to harvest any timber.

                                       4
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000, the Company had cash of $951 and a working capital deficit
of $555,584.  This compares with cash of $1,396 and a working capital deficit of
$371,142 as of December 31, 1999.

For the year ended December 31, 2000, the net cash used in operating  activities
was $27,935 compared to $6 of cash provided by operating activities for the year
ended  December  31,  1999.  This  difference  is  attributable  to a larger net
operating  loss which was  partially  offset by non-cash  charges and changes in
current accounts.

For the year ended  December  31, 2000,  the Company had $27,500 from  financing
activities all for the sale of stock. There was no financing  activities for the
years ended December 31, 1999.

There were no investing activities for either year.

As of December 31, 2000, 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.  In addition,  related parties
have advanced $14,343 which is repayable on demand.

The Company does not have  sufficient  resources to meet operations for the next
twelve months.  Since its inception,  the Company has incurred  losses and has a
deficit.  Although  management hopes to obtain additional  financing from future
private  offerings,  there is no  assurance  that the  Company  will obtain such
additional financing. The failure to obtain additional financing may require the
Company to cease operations and liquidate.

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

         None

                                    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,
1999:

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

Mark F.  Jordan             46       President, CEO, Secretary / Treasurer , CFO
                                     and Director
Edwin H.  Jones III         61       Director


                                       5
<PAGE>

Directors and Executive Officers

Mark F. Jordan was elected on the Company's President,  Chief Executive Officer,
Secretary / Treasurer, Chief Financial Officer and Director on May 1, 2001. From
1984 to 1999,  Mr. Jordan was the  president  and owner of Gatsby Spas,  Inc. In
September 1999, Mr. Jordan founded Bank I Card Services,  Inc. , an organization
which  markets  various  business  services to merchants  throughout  the United
States.  Mr.  Jordan  held a B.S.  degree in  Business  Administration  from the
University of Florida.

Edwin H.  Jones III - Mr.  Jones was  elected to the Board of  Directors  of the
Company  in 2000.  Since  1987 Mr.  Jones has been an active  principal  in gold
mining  activities in Utah,  California and Nevada.  In addition,  he has been a
principal in treasure / salvage  operations in the U.S. and the  Phillipines for
the past three  years.  Mr. Jones is a graduate of UCLA holding a degree in both
business management and psychology.

Control Persons:

International  Bell, Inc., the holder of 49.03% of the Company's common stock is
owned by Mr. Mark G. Hollo. Mr. Hollo is an investment  banker and is a Managing
Director of Sands Brothers & Co. Ltd., New York investment banking firm.

Carol S. Lewis,  the owner of 35.77% of the Company's common stock. Ms. Lewis is
a homemaker and the wife of Charlie Lewis, the owner of an entity which provides
office space to the Company at no cost.

Compliance with Section 16(a) of the Exchange Agreement

None of the current  officers and  directors  have filed the forms  necessary to
comply with the requirements of Section 16(a) of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

During  fiscal 2000 and fiscal  1999,  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 May 4, 2001 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.

                                       6
<PAGE>

                                                     Percentage of Shares
 Name and Address of        Shares of Common Stock    of Common Stock
 Beneficial Owner           Beneficially Owned (1)   Beneficially Owned
---------------------      ------------------------ ---------------------
International Bell, Inc.        12,569,000                  49.03%
Carol S. Lewis                   9,170,000                  35.77%
Mark F.  Jordan                          0                      0
Edwin Jones III                          0                      0
                              --------------           ------------

All executive officers and
directors as a group
(3 persons)                              0                     0%
                              ==============           ============

(C)  CHANGE IN CONTROL

None.

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  December  31,
2000.  International  Bell,  Inc. and Ms.  Lewis have made cash  advances to the
Company totaling $14,343.

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 April 26, 2001.....................        F-1

         Consolidated Balance Sheets - December 31, 2000
            and 1999...............................................        F-2

         Consolidated Statement of Operations - For the years
            ended December 31, 2000 and 1999.......................        F-3

         Statement of Shareholder's Equity - For the years ended
            December 31, 2000 and 1999.............................        F-4

         Statement of Cash Flows - For the years ended December 31,
            2000 and 1999..........................................        F-5

         Consolidated Notes to Financial Statements................  F-6 - F-8

(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.


                                       7
<PAGE>

(a)  (iii) Exhibits

                                                                 Sequential Page
  Number                                 Description                 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     Arcticles 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                                          **

21      Subsidiaries of the Registrant                                      **

-----------

* Incorporated by reference pursuant to Exchange Act Rule 12b-23.

** Incorporated by reference from previous filings.

(b)  Reports on Form 8-K

     None


                                       8
<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: May 10, 2001                  By: /s/ Mark F. Jordan
                                        ----------------------------------------
                                        MARK F.  JORDAN, Chief Executive Officer
                                        and Chief Financial Officer

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: May 10, 2001                        By: /s/ Mark F. Jordan
                                              ------------------------
                                              MARK F. JORDAN
                                              Director

Dated: May 10, 2001                        By: /s/ Edwin H. Jones III
                                              ------------------------
                                              EDWIN H. JONES III
                                              Director



                                       9
<PAGE>

                          SEMPER RESOURCES CORPORATION

                   Index to Consolidated Financial Statements

<TABLE>

                                                                                Page
                                                                               ------
<S>                                                                            <C>

Auditor's Report as of April 26, 2001                                            F-1

Consolidated Balance Sheets - December 31, 2000 and 1999                         F-2

Consolidated Statement of Operations - For the years ended
  December 31, 2000 and 1999                                                     F-3

Statement of Shareholder's Equity - For the years ended
   December 31, 2000 and 1999                                                    F-4

Statement of Cash Flows - For the years ended December 31, 2000 and 1999         F-5

Consolidated Notes to Financial Statements                                 F-6 - F-8
</TABLE>


                                       10
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
  Semper Resources Corporation

We have audited the accompanying  consolidated balance sheet of Semper Resources
Corporation as of December 31, 2000,  and the related  statements of operations,
stockholders'  deficit,  and cash  flows for the two  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the 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 audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Semper Resources Corporation as
of December 31, 2000,  and the results of its  operations and its cash flows for
the two years then ended,  in conformity with  accounting  principles  generally
accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  discussed in
Note 2 to the  consolidated  financial  statements,  the  Company's  losses  and
dependence  on outside  financing  raise  substantial  doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.  Management's  plans concerning these matters are described in Note
2.


/s/ Malone & Bailey, PLLC
Houston, Texas

April 26, 2001

<PAGE>
                      SEMPER RESOURCES CORPORATION
                                  BALANCE SHEET
                                December 31, 2000


         ASSETS

  Cash                                                             $       951
                                                                   -----------
      Total assets                                                 $       951
                                                                   ===========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                 $   282,114
  Accrued expenses                                                     160,078
  Advances - related party                                              14,343
  Notes payable                                                         50,000
  Notes payable - related party                                         50,000
                                                                   -----------
         Total current liabilities                                     556,535

CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Series A 12% preferred stock,
    15,000 shares authorized, 70 shares
    issued and outstanding                                             70,000
  Common stock, $0.001 par value, 100,000,000 shares
      authorized, 25,607,965 shares
    issued and outstanding                                             25,608
  Additional paid-in capital                                       10,584,775
  Deficit                                                         (11,235,967)
                                                                  ------------

         Total Stockholders' Deficit                                 (555,584)
                                                                  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $       951
                                                                  ============

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.

                                      F-2
<PAGE>

                          SEMPER RESOURCES CORPORATION
                             STATEMENT OF OPERATIONS
                        For the Years Ended December 31,



                                                      1999              2000
                                                  -------------    -------------
Revenues                                                  $  -             $  -
Cost of revenues                                             -                -
                                                  -------------    -------------
Gross margin                                                 -                -
General and administrative                              30,424          190,347
                                                  -------------    -------------
Loss from operations                                   (30,424)        (190,347)
                                                  -------------    -------------
Interest expense                                       (16,422)         (12,000)
                                                  -------------    -------------
Net Loss                                               (46,846)        (202,347)
                                                  =============    =============

Basic loss per share:                                   $ 0.00         $ (0.01)


Basic weighted shares outstanding:                  25,407,965      25,522,677




               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.

                                      F-3
<PAGE>


                          SEMPER RESOURCES CORPORATION
                       STATEMENT OF STOCKHOLDERS' DEFICIT
              Period from January 1, 1998 through December 31, 2000

<TABLE>

                       Series A
                       Preferred                 Common Stock
                                                                       Paid in
                  Shares      Amount         Shares         Amount     Capital          Deficit
                 ---------  -----------   ------------   ----------  --------------  -------------
<S>              <C>        <C>           <C>            <C>          <C>             <C>

Bal. At Dec. 31,
1998                   70      $70,000     25,497,965      $25,498      $10,557,385   $(10,986,774)
Net loss                                                                                   (46,846)
                 ---------  -----------   ------------   ----------  --------------  --------------
Bal. at Dec. 31,
1999                   70       70,000     25,497,965       25,498       10,557,385    (11,033,620)
Sale of stock,
Oct. 2000
                                              110,000          110           27,390
Net loss                                                                                  (202,347)
                 ---------  -----------   ------------   ----------  --------------- ---------------
Bal. at Dec. 31,
2000                   70      $70,000     25,607,965      $25,608      $10,584,775   $(11,235,967)
                 =========  ===========   ============   ==========  =============== ===============
</TABLE>



               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.

                                      F-4
<PAGE>



                          SEMPER RESOURCES CORPORATION
                             STATEMENT OF CASH FLOWS
                        For the Years Ended December 31,


                                                           1999          2000
                                                        ----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $(46,846)     $(202,347)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                             7,407          7,407
Changes in current assets and liabilities:
  Accounts payable                                         24,472        155,005
  Accrued expenses                                         14,973         12,000
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                6       (27,935)
                                                       -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITES
Issuance of stock                                                         27,500
                                                       -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITES                        -         27,500
                                                       -----------   -----------

NET INCREASE (DECREASE) IN CASH                                 6          (435)
Cash, beginning of period                                   1,380          1,386
                                                       -----------   -----------
Cash, end of period                                        $1,386          $ 951
                                                       ===========   ===========


               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.

                                      F-5
<PAGE>

                          SEMPER RESOURCES CORPORATION
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                          SEMPER RESOURCES CORPORATION
                   NOTES TO CONSOLIDTAED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

The  consolidated   financial  statements  presented  are  of  Semper  Resources
Corporation  ("Company")and  Resources  of the  Pacific,  Inc.  its wholly owned
subsidiary.  The Company was organized  under the laws of the State of Nevada in
April 1987.

The Company  currently  has no operations  and plans to locate and  consummate a
reverse merger or reverse  acquisition with an unidentified  private entity. The
Company's  ability to  commence  operations  is  contingent  upon its ability to
identify a prospective target business.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Impairment

The Company records  impairment  losses on long-lived  assets used in operations
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
amount.

Goodwill

Goodwill is amortized on a straight-line basis over 15 years.  Intangible assets
are reviewed for impairment whenever events or changes in circumstances indicate
the carrying  amount of an asset may not be recoverable.  Management  determined
that an  impairment  occurred  based  on lack of  operations.  Accordingly,  the
Company has written off the unamortized portion of the asset.

Basic and Diluted Loss Per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Diluted net loss per common share is computed by dividing  the net loss,  by the
weighted  average number of common shares  outstanding  plus potential  dilutive
securities.  The potential dilutive  securities had an anti-dilutive  effect for
both years, accordingly diluted earnings per share is not shown.

                                      F-6
<PAGE>

Recent Accounting Pronouncements

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position or cash flows.

NOTE 2 - GOING CONCERN

As of December  31, 2000 and 1999,  the  Company has  incurred  losses and has a
deficit.  The Company's  management expects to obtain additional  financing from
future private  offerings to fund cash  requirements.  There can be no assurance
that the  Company  will  obtain such  additional  financing.  The failure of the
Company to adjust its  business  plan,  may  require  the  Company to adjust its
current  course of action,  or may require the Company to cease  operations  and
liquidate.  As a result of the foregoing,  there is substantial  doubt about the
Company's  ability to continue as going concern.  These financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

NOTE 3 - RESTATEMENT

In 1996,  the Company  acquired  rights,  title and  interest  in certain  joint
venture timber  concessions  for the  development of timber in Fiji. The Company
receives  60% of profits from the  operations  of the joint  venture.  The joint
venture has not had any operations.  The Company attempted to sell its interests
in the joint venture without success.  Accordingly,  the financial statements as
of December 31, 1998 have been restated to reflect the impairment of this asset.

NOTE 4 - RELATED PARTY TRANSACTIONS

The  Company  has a note  payable  of  $50,000,  with a  stockholder,  that  was
outstanding  as of  December  31,  2000 and 1999,  respectively.  The note bears
interest at 12% and is payable on demand.

The Company has advances of $14,343 to an officer outstanding as of December 31,
2000 and 1999, respectively.

NOTE 5 - NOTES PAYABLE

The Company has an  unsecured  note  payable for $50,000  that  matured in March
1998. Due to the delinquency and according to the terms of the note the interest
rate has increased from 12% to 18%.

                                      F-7
<PAGE>

NOTE 6 - STOCK OPTION PLAN

The Company has a  non-qualified  stock option plan whereby stock options may be
granted to key  employees,  directors and executive  officers  designated by the
Board of Directors at exercise  prices equal to greater than fair market  value.
There are 105,000 shares  reserved for issuance under this plan. At December 31,
2000 55,000 shares are available for grant under this plan.

NOTE 7 - CAPITAL STOCK

Holders of Series A preferred stock are entitled to a dividend of $120 per share
per year,  payable  semi-annually in cash or stock (at $1.50 per share),  at the
Company's  option,  on November  15 and May 15 of each year.  Series A preferred
stock has a liquidation  preference  equal to $1,000 per share,  are non-voting,
and are  subject  to  redemption,  at the  Company's  option,  at any time after
December 31, 1998 at $1,000 per share plus any accrued  dividends.  Dividends in
arrears were $52,988 and $44,588 as of December 31, 2000 and 1999, respectively.

NOTE 8 - CONTINGENCIES

The Company is subject to a legal  proceeding  that arose in the ordinary course
of business. The Company cannot determine the liability, if any, that may result
from this case.

                                      F-8