================================================================================


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

                                  FORM 10-KSB/A

       Annual report under section 13 or 15(d) of the Securities Exchange
                      Act of 1934 for the fiscal year ended
                                December 31, 2004

                         Commission file number: 0-18565

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


                     5447 NW 42nd Ave., Boca Raton, FL 33496
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's Telephone Number: (561) 995-4625


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 June 30, 2006 was
24,793,106. As of such date, the aggregate market value of the voting stock of
the registrant held by non-affiliates was approximately $122,241 based on the
average high and low bid prices for such common stock as reported on the OTC
Pink Sheets.

                       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
                                                                   ---    ---

Explanatory Note
----------------

The issuer is filing this amended report on Form 10-KSB/A for the period ended
December 31, 2004. The Amendment includes the completed and final audit report
which was not included in the initial filing. The initial filing on Form 10-KSB
was incorrectly filed without management's review and authorization.


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                         ------

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 AND
                  RELATED STOCKHOLDER MATTERS...........................    5
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................    5
         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.....................    7
         ITEM 10. EXECUTIVE COMPENSATION................................    7
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.................................    8
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS..........................................    8
         ITEM 13. EXHIBITS AND REPORTS OF FORM
                  8-K...................................................    8

                  SIGNATURES............................................   10

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








                                       2
<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

INITIAL 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.

DISCONTINUANCE OF BUSINESS OPERATIONS

Semper had intended to operate as an active timberland manager, while seeking
competitively higher returns on investment as a producer of hardwoods. Due to a
lack of capital to effectuate its business plans, the Company discontinued its
active business operations in December, 2001.

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.


                                       3
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

The Company maintains an executive office in Boca Raton, FL through a
month-to-month arrangement with the Company's attorney.

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 Company's fiscal year ended
December 31, 2004; and none have been submitted since.



















                                       4
<PAGE>


                                     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
Pink Sheets. However, the market for these securities is extremely limited and
sporadic.

On June 1, 2006, the closing bid price of the common stock was $.01.

HOLDERS

The number of record holders of the Company's common stock as of June 1, 2006
was 516. 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.

RESULTS OF OPERATIONS

The Company received no revenue in either the calendar year ended December 31,
2003, or the calendar year ended December 31, 2004. The Company had no expenses
during this fiscal period and conducted no business operations

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, the Company had no current or long-term assets, and no
working capital.

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


                                       5
<PAGE>


Item 8a. Controls and Procedures

We are presently evaluating companies and business operations which may be
suitable merger or acquisition candidates for our Company. During this reporting
period, our Company did not have any business operations other than corporate
maintenance. As such, the company is just developing and implementing systems of
internal and disclosure controls. Within the ninety-day period preceding the
filing of this report, our management evaluated (i) the effectiveness of the
design and operation of its disclosure controls and procedures (the "Disclosure
Controls") as of the end of the period covered by this Form 10-KSB and (ii) any
changes in internal controls over financial reporting that occurred during the
last quarter of our fiscal year. This evaluation ("Controls Evaluation") was
done under the supervision and with the participation of management, including
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected. Because of
the inherent limitations in a cost effective control system, misstatements due
to error or fraud may occur and not be detected. We will conduct periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.

Conclusions

Based upon the Controls Evaluation, the CEO and CFO have concluded that the
Disclosure Controls are not effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared,
because of the failure to record debt forgiveness and imputed interest and the
failure to timely produce reports for the past 2 years. In accord with the U.S.
Securities and Exchange Commission's requirements, the CEO and CFO conducted an
evaluation of the Company's internal control over financial reporting (the
"Internal Controls") to determine whether there have been any changes in
Internal Controls that occurred during the quarter which have materially
affected or which are reasonable likely to materially affect Internal Controls.
Based on this evaluation, there have been no such changes in Internal Controls
during the last quarter of the period covered by this report.





                                       6
<PAGE>


                                    PART III

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

The following are the Officers and Directors of the Company as of June 30, 2006:

     Name              Age       Position Held with Company
-----------------     ------    -----------------------------
Mark G. Hollo           55      President, CEO, and Director
William J. Reilly       52      CFO, Secretary and Director

Directors and Executive Officers

Semper Resources has established an interim Management Team to seek new business
opportunities for the Company and maximize shareholder value.

Mark G. Hollo - Chairman and CEO

Mr. Hollo has served as the Chairman & CEO of Semper Resources Corporation since
2002. He as 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. Mr. Hollo received a B.A. in
International Relations from Georgetown University.

William J. Reilly-  Director, CFO and Secretary

Mr. Reilly has served as an Officer and Director of the Company since December
2005. Since 1979, Mr. Reilly has been engaged in the private practice of law in
New York, NY. From 1996 to May, 1999, Mr. Reilly was an Officer and a member of
the Board of Directors of BusinessNet Holdings Corp., and since January, 2001 as
Secretary and a member of the Board of Directors of Executive Hospitality Corp.,
(formerly Invicta Corporation, a publicly-traded consumer optical manufacturer)
headquartered in Boca Raton, FL.

Mr. Reilly received his Bachelor of Arts degree from the State University of New
York in 1974, and a Juris Doctor degree from St. John's University School of Law
in 1978. From 1978 to 1981, Mr. Reilly served as a Law Clerk to a Justice of the
New York State Supreme Court. From 1982 to 1983, he was Assistant Counsel to the
Speaker of the New York State Assembly and, from 1983 to 1984, as Assistant
Counsel to the Chairman of the New York State Assembly Ways and Means Committee.
He presently serves with the rank of Commander in the United States Naval
Reserve, Judge Advocate General's Corps, specializing in International Law. Mr.
Reilly is a resident of Boca Raton, FL, and is engaged in the full-time practice
of corporate law as a member of the Bar of the State of New York and the Federal
Courts. He is a member of the American Bar Association, the Federal Bar
Association, and the New York State Bar Association.

ITEM 10. EXECUTIVE COMPENSATION

During fiscal 2003 and fiscal 2004, no officer or director was paid compensation
from the Company. No directors of the Company received cash compensation for
their services to the Company.



                                       7
<PAGE>


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 June 30, 2006 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.
                                                          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                   50.7%
Carol S. Lewis                       9,170,000                   36.9%
                                   -----------                --------
All executive officers and
directors as a group
(1 person)                          12,569,000                   50.7%
                                   ===========                ========


(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,
2004.

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 February 3, 2006....................         F-1

         Consolidated Balance Sheets - December 31, 2004
            and 2005................................................         F-2

         Consolidated Statement of Operations - For the years ended
            December 31, 2004 and 2005..............................         F-3

         Statement of Shareholder's Equity - For the years ended
            December 31, 2004 and 2005..............................         F-4

         Statement of Cash Flows - For the years ended December 31,
            2004 and 2005...........................................         F-5

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



                                       8
<PAGE>


(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
                                                                         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                                   **

27.1     Financial Data Schedule

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

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

**   Incorporated by reference from previous filings.

(b)  Reports on Form 8-K

     None


                                        9
<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: June 30, 2006                      By: /s/ Mark G. Hollo
                                             -----------------------------------
                                             MARK G. HOLLO
                                             President, Chairman and CEO


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: June 30, 2006                      By: /s/ Mark G. Hollo
                                             -----------------------------------
                                             MARK G. HOLLO
                                             President, Chairman and CEO


Dated: June 30, 2006                      By: /s/ William J. Reilly
                                             -----------------------------------
                                             WILLIAM J. REILLY
                                             Director and Chief
                                             Financial Officer

























                                       10
<PAGE>


              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS



To the shareholders of
  Semper Resources Corporation
  Boca Raton, Florida

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' deficit, 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.

The accompanying consolidated financial statements have been prepared assuming
Semper will continue as a going concern. As discussed in Note 2 to the financial
statements, Semper has a working capital deficiency of $418,313 and no
operations. This raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning this matter are also described in
Note 2. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

February 3, 2006


                                      F-1
<PAGE>


                          SEMPER RESOURCES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004


         ASSETS

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

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                                   $     23,030
Convertible note payable to majority stockholder                        335,544
Accrued interest                                                         50,739
Advances from related party                                               6,000
                                                                   ------------
           Total Liabilities                                            418,313
                                                                   ------------

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                                              (11,162,088)
                                                                   ------------
           Total Stockholders' Deficit                                 (418,313)
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $          -
                                                                   ============
















     See summary of accounting policies and notes to financial statements.


                                      F-2
<PAGE>


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




                                                   2004                2003
                                               ------------        ------------

Lawsuit judgment (expense)                     $          -        $   (335,544)

Other income (expense):
  Interest (expense)                                (33,554)            (11,185)
  Debt forgiveness                                  248,272              39,425
                                               ------------        ------------
Net income (loss)                              $    214,718        $   (307,304)
                                               ============        ============

Basic and diluted
 net income (loss) per share:                  $       0.01        $      (0.01)

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























     See summary of accounting policies and notes to financial statements.


                                      F-3
<PAGE>


                          SEMPER RESOURCES CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                       Years Ended December 2004 and 2003


                             Common stock           Accumulated
                         Shares         Amount        Deficit          Totals
                      ------------   ------------   ------------   ------------

Balances,
 December 31, 2002      24,793,106   $ 10,743,755   $(11,069,502)  $   (325,747)

Forgiveness of debt
 from related party                            20                            20

Net loss                                                (307,304)      (307,304)
                      ------------   ------------   ------------   ------------
Balances,
 December 31, 2003      24,793,106     10,743,775    (11,376,806)      (633,031)

Net income                                               214,718        214,718
                      ------------   ------------   ------------   ------------
Balances,
 December 31, 2004      24,793,106     10,743,775   $(11,162,088)  $   (418,313)
                      ============                  ============   ============

                    Less par value        (24,793)
                                     ------------
                   Paid in capital   $ 10,718,982
                                     ============














     See summary of accounting policies and notes to financial statements.


                                      F-4
<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 (loss)                                   $ 214,718       $(307,304)
Adjustments to reconcile net income
  to net cash used in operating
  activities:
   Accrued interest expense                              33,554          11,185
   Debt forgiveness                                    (248,272)        (39,425)
                                                      ---------       ---------
Net cash used in
  Operating activities                                        -        (335,544)
                                                      ---------       ---------
Cash flows from financing activities:
  Expense paid by stockholder                                           335,544
                                                      ---------       ---------

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













     See summary of accounting policies and notes to financial statements.


                                      F-5
<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, the outstanding note payable option to convert is not
included because the effect would be anti-dilutive under the treasury stock
method.

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


                                      F-6
<PAGE>


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.

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 - GOING CONCERN

As reflected in the accompanying financial statements, Semper has no sales or
operations and a working capital deficiency of $418,313. This raises substantial
doubt about its ability to continue as a going concern. The ability of Semper to
continue as a going concern is dependent on its ability to raise additional
capital. The financial statements do not include any adjustments that might be
necessary if Semper is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional
funding provide the opportunity for Semper to continue as a going concern.


NOTE 3 - 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 4 - 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 5 - COMMITMENTS

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


NOTE 6 - 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



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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.

NOTE 7 - CONVERTIBLE NOTE PAYABLE TO STOCKHOLDER

In August 2003, a court granted a judgment against Semper from a stockholder of
$335,544, which was paid by the majority stockholder. This amount is shown as a
convertible note payable to that stockholder with 10% annual interest accrued.
The note is convertible anytime at $.10 per share.































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