SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [Fee Required]

                   For the Fiscal Year Ended December 31, 2004

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from ______________ to _______________.

                           Commission File No. 0-18565


                          SEMPER RESOURCES CORPORATION
                 (Name of small business issuer in its charter)

          Nevada                                      93-0947570
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)


                   Ten Cutter Mill Road, Great Neck, NY 11021
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code: (561)364-4364

Securities Registered Pursuant to Section 13 of the Act:


  Title of Each Class        Name of Each Exchange on Which Registered
          None                                 None

Securities Registered Pursuant to Section 15(d) of the Act:


                         Common Stock, $0.001 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  Exchange  Act during the past twelve (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 ninety (90)
days. Yes ? - No x - -----

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not 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]

         The issuer's revenues for its most recent fiscal year were $0.00.

         As of May 31, 2006, 24,793,106 shares of Common Stock of the Registrant
were outstanding. There was no market for the stock and accordingly there is no
aggregate market value.

                      DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>


                                TABLE OF CONTENTS

PART I

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

         ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
                  AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES..   4
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OR PLAN OF OPERATIONS....................................   4
         ITEM 7.  FINANCIAL STATEMENTS.....................................   5
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE...................   5
         ITEM 8A. CONTROLS AND PROCEDURES..................................   5

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT........   6
         ITEM 10. EXECUTIVE COMPENSATION...................................   6
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS......................................   6
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION............   7
         ITEM 13. EXHIBITS ................................................   7
         ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES..................   7

SIGNATURES.................................................................   7
CERTIFICATIONS.............................................................   8
FINANCIAL STATEMENTS................................................F-1  -  F-8

                                       2
<PAGE>



                                     PART I
ITEM 1.  DESCRIPTION OF BUSINESS

The Company

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.

                                       3
<PAGE>

Financial Information About Industry Segments

         The Company had no operating business and therefore can report no
financial information on industry segments.

ITEM 2.  DESCRIPTION OF PROPERTIES

        None

ITEM 3.  LEGAL PROCEEDINGS

         None

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

         No matters were submitted to a vote of the Company's shareholders
through the solicitation of proxies, during the fourth quarter of the Company's
fiscal year ended December 31, 2003.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASER OF EQUITY SECURITIES

         The Company's Common Stock trade on the Pink Sheets under the symbol
"SRCR.PK". The following table sets forth the high and low bid price per share
for the Company's Common Stock for each full quarterly period within the two
most recent fiscal years.

                             2004                          2003
                    ----------------------        -----------------------
                     High          Low              High           Low

First Quarter      $.0001          $.0001         $.0001           $.0001
Second Quarter      .0001           .0001          .0001            .0001
Third Quarter       .0001           .0001          .0001            .0001
Fourth Quarter      .0001           .0001          .0001            .0001


         As of May 31, 2006, the stock was quoted at $0.0001.

         As of May 31, 2006, there were approximately 516 holders of record of
the Common Stock of the Company.

         The Company has never declared or paid any cash dividend on its Common
Stock and does not expect to declare or pay any dividends in the foreseeable
future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

During the years ended December 31, 2004 and 2003, the Company had no operations
other than the search for a business to acquire or with which to combine.
                                       4
<PAGE>

For the years ended December 31, 2004 and 2003, the Company reported income of
$248,272 and $39,425, respectively, all from the foregiveness of indebtedness.
The Company incurred no expenses during either fiscal year.

Material Changes in Financial Condition, Liquidity and Capital Resources

As of December 31, 2004, the Company had no assets and $38,030 of liabilities.
This compares with no assets and current liabilities of $286,302 as of December
31, 2003.

Although the Company has no liquidity, it believes that it will be able to find
a suitable company with which to merge or acquire. Until then, all of expenses
will be paid by its principal shareholders.

ITEM 7. FINANCIAL STATEMENTS

                       SEE PAGES F-1 THROUGH F-9 ATTACHED

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

         During the Company's two most recent fiscal years there were no
disagreements with Company's accountants on any matter of accounting principal
or practice, financial statement disclosure, or auditing scope or procedure.
Further, the accountant's report on the financial statements for the past two
years did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principal.

ITEM 8A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures under the supervision of and with the participation of our Chief
Executive Officer ("CEO") who is also our Chief Financial Officer ("CFO"). Based
on this evaluation, our management, including our CEO / CFO, concluded that our
disclosure controls and procedure were effective, that there have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the evaluation.
                                       5
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Regarding Present Directors and Executive Officers

         The following table sets forth the names and ages of the present
executive officers and directors of the Company and the positions held by each.

Name             Age              Title

Mark G. Hollo    55               President, Secretary/Treasurer and Director

         The sole director has been elected to serve until the next annual
meeting of the directors by the shareholders or until his respective successor
have been duly elected and shall have qualified.

         Mark G. Hollo was elected President and Director in 2001.

     Mark Hollo is the Chairman and CEO of Semper Resources Corporation.  He has
extensive  experience  in  investment   banking/corporate  finance  as  well  as
specialized  expertise in the  development  and  financing of private and public
companies. Since 2001, Mr. Hollo has been the Chairman & CEO of the Fund LLC, an
advisory firm  managing  private  investments  and is also the Chairman & CEO of
Cheerz LLC. Mr. Hollo received a B.A. in International Relations from Georgetown
University.

ITEM 10. EXECUTIVE COMPENSATION

         No compensation has been paid to any officer, director or control
person during the prior three years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

                           No. of Shares Owned  Percentage of Shares Outstanding
Mark G. Hollo
Ten Cutter Mill Road
Great Neck, NY 11021       12,569,000                    50.7%
                           ----------                    -----

All Officers & Directors
As a group (1) person      12,569,000                    50.7%
                           ==========                    =====

                                       6
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K

(a)      Exhibits

                  None

(b)      Reports on Form 8-K

None

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

                                                                   2004    2003

Audit Fees Billed during 2004 and 2003                               $0     $0
Review of Quarterly Reports        Billed during 2004 and 2003        0      0
                                                                    ----   ----
Total                                                                $0     $0
                                                                    ====   ====

                                            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 CORPORATION


                                        By /s/ Mark G. Hollo


                                        Mark G. Hollo, Chief Executive Officer
                                        and Chief Financial Officer

Dated: June 20, 2006


         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.


Signature             Title             Date
---------            -------           ------

/s/ Mark G. Hollo    Director       June 20, 2006

                                       7
<PAGE>




                                 CERTIFICATIONS

I, Mark G. Hollo, certify that:

1. I have reviewed this annual report on Form 10-KSB of Semper Resources
Corporation

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to me by others
within those entities, particularly during the period in which this quarterly
report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated: June 20, 2006

By: /s/ Mark G. Hollo
Mark G. Hollo
Chief Executive Officer and Chief Financial Officer

                                       8
<PAGE>



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18  U.S.C.   SECTION  1350,   AS  ADOPTED   PURSUANT  TO  SECTION  906  OF  TEHE
SARBANES-OXLEY ACT OF 2002

I, Mark G. Hollo, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Semper Resources Corporation on Form 10-KSB for the annual period
ended December 31, 2005 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of Semper Resources Corporation.

By: /s/ Mark G. Hollo
----------------------------
Name: Mark G. Hollo
Title: Chief Executive Officer
& Chief Financial Officer

June 20, 2006

                                       9

<PAGE>



ITEM 7.   FINANCIAL STATEMENTS

                                Table of Contents
<TABLE>
<S>                                                                     <C>

Report of Independent Registered Public Accountants  Firm                       F-2

Balance Sheet as of December 31, 2004                                           F-3

Statements of Income for the Years Ended December 31, 2004 and 2003             F-4

Statements of Stockholders' Deficit for the Period from
December 31, 2002 through December 31, 2004                                     F-5

Statements of Cash Flows for the Years Ended December 31, 2004 and 2003         F-6
Notes to the financial statements                                         F-7 - F-9
</TABLE>


                                      F-1
<PAGE>


               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS



To the shareholders of
  Semper Resources Corporation
  Los Angeles, California

We have audited the accompanying consolidated balance sheet of Semper Resources
Corporation as of December 31, 2004 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the two years then ended.
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.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 financial statements referred to above present fairly, in
all material respects, the financial position of Semper Resources Corporation as
of December 31, 2004 and the results of operations and cash flows for each of
the two years then ended in conformity with accounting principles generally
accepted in the United States of America.


/S/ Malone & Bailey, PC
Malone & Bailey, PC
Houston, Texas

February 3, 2006


                                      F-2
<PAGE>



                          SEMPER RESOURCES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004


           ASSETS

Assets                                                         $         -
                                                               ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                               $    23,030
Accrued expenses                                                     6,000
Advances from related party                                          6,000
                                                               -----------
           Total Liabilities                                        38,030
                                                               -----------

Commitments                                                              -

STOCKHOLDERS' DEFICIT:
   Series A 12% convertible preferred stock,
      $.001 par value, 15,000 shares authorized,
       none issued and outstanding                                       -
   Common stock, $.001 par value, 100,000,000 shares
       authorized, 24,793,106 issued and outstanding                24,793
  Additional paid-in capital                                    10,718,982
  Accumulated deficit                                          (10,782,756)
                                                               -----------
    Total Stockholders' Deficit                                    (38,030)
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $         -
                                                               ===========





                                      F-3

<PAGE>



                          SEMPER RESOURCES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                     Years Ended December 31, 2004 and 2003




                                          2004          2003
                                         --------       -------
Other income:
  Debt forgiveness                       $248,272       $39,425
                                         --------       -------
Net income                               $248,272       $39,425
                                         ========       =======

Basic and diluted
 net income per share:                   $   0.01       $  0.00

Basic and diluted weighted
 average shares outstanding:           24,793,106    24,793,106


                                      F-4
<PAGE>



SEMPER RESOURCES CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT

Period from December 31, 2002 through

December 31, 2004
<TABLE>


                                                                                                         Total
                                Series A                               Additional        Accumu-     Stockholders'
                             Preferred Stock      Common Stock           Paid-In          lated          Equity
                           Shares    Amount      Shares     Amount       Capital         Deficit        (Deficit)
                           --------  -------    ----------  -------     -----------    ------------    ------------
<S>                         <C>     <C>         <C>         <C>         <C>             <C>            <C>


Balances,
December 31, 2002                 -        -    24,793,106  $24,793     $10,718,962    $(11,070,453)     $ (325,747)

Forgiveness of debt
  from related party              -        -             -        -              20               -              20
Net income                        -        -             -        -               -          39,425          39,425
                           --------  -------    ----------  -------     -----------    ------------    ------------
Balances,
December 31, 2003                 -        -    24,793,106   24,793      10,718,982     (11,031,028)       (286,302)

Net income                        -        -             -        -               -         248,272         248,272
                           --------  -------    ----------  -------     -----------    ------------      ----------
Balances,
December 31, 2004                 -        -    24,793,106  $24,793     $10,718,982    $(10,782,756)     $  (38,030)
                           ========  =======    ==========  =======     ===========    ============      ==========
</TABLE>

                                      F-5
<PAGE>


                          SEMPER RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003



                                                  2004               2003
                                                  --------         -------
Cash flows from operating activities:
   Net income                                     $248,272         $39,425
Adjustments to reconcile net
 income to net cash used in
 operating activities:
     Debt forgiveness                             (248,272)        (39,425)
                                                  --------         -------
Net cash used in
   Operating activities                                  -               -
                                                  --------         -------

Net change in cash                                       -               -

Cash & cash equivalents,
   at beginning of year                                  -               -
                                                  --------         -------
Cash & cash equivalents,
   at end of year                                 $      -         $     -
                                                  ========         =======
Supplemental disclosures:
Interest paid                                     $      -         $     -
Income taxes paid                                        -               -

Non-Cash Transactions:
Debt forgiveness-
   Amounts due from related party                 $      -         $    20


                                      F-6
<PAGE>



                          SEMPER RESOURCES CORPORATION
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

The consolidated financial statements presented are of Semper Resources
Corporation and Resources of the Pacific, Inc., its wholly owned subsidiary.
Semper was organized in Nevada in April 1987.

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

Basis of presentation. The consolidated financial statements include the
accounts of Semper and its wholly-owned subsidiary. Significant inter-company
accounts and transactions have been eliminated.

Use of Estimates. In preparing consolidated financial statements, management
makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheet and revenue and expenses in the statement of
expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statement of cash flows, Semper
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

Revenue Recognition.  Semper has no revenues.

Income Taxes. Income taxes are computed using the asset and liability method.
Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized.

Basic and diluted net loss per share. The basic net loss per common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed by dividing
the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the
periods presented, there are no outstanding dilutive securities.

Recently issued accounting pronouncements. In December 2004, the FASB issued
SFAS No.123R, "Accounting for Stock-Based Compensation" SFAS No.123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. This Statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS No.123R requires that the fair value of
such equity instruments be recognized as expense in the historical financial
statements as services are performed. Prior to SFAS No.123R, only certain pro
forma disclosures of fair value were required. SFAS No.123R shall be effective
for small business issuers as of the beginning of the first interim or annual
reporting period that begins after December 15, 2005. While Semper has not
issued options to employees recently, it may do so in the future. The adoption
of this new accounting pronouncement is not expected to have a material impact
on the consolidated financial statements of Semper during the calendar year
2006.

                                      F-7
<PAGE>

Semper does not expect the adoption of any other recently issued accounting
pronouncements to have a significant impact on their consolidated financial
position, results of operations or cash flow.


NOTE 2 - STOCK OPTION PLAN

Semper 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,
2004, 55,000 shares are available for grant under this plan. No options have
been issued or outstanding during 2004 or 2003.


NOTE 3 - 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
Semper'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 Semper's option, at any time after December
31, 1998 at $1,000 per share plus any accrued dividends. As of December 31,
2004, there are no Series A preferred stock issued and outstanding and no
dividends in arrears.


NOTE 4 - COMMITMENTS

Semper's office space is provided by a related party on a rent free
month-to-month basis.


NOTE 5 - DEBT FORGIVENESS

Semper's legal counsel determined that third party collection attempts on the
its old obligations are barred by Nevada's Statute of Limitation because of
their age, lack of prior creditor collection attempts and the absence of
agreement by Semper to extend their due dates. These amounts have been removed
from liabilities and included as debt forgiveness income each year they expired.

                                      F-8