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, 1998

                         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

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

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

         Title of Each Class           Name of each exchange on which registered
         --------------------          -----------------------------------------
                None                                     None

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

                          Common Stock, $.001 par value
                          -----------------------------
                                 Title of Class

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements for the past 90 days.
Yes:   No:  X
    ---   ----

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

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

The  number  of  shares of Common  Stock  outstanding  as of April 15,  2000 was
25,497,965.  As of such date, the aggregate  market value of the voting stock of
the registrant held by non-affiliates  was  approximately  $538,678 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..............................   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............................   4
         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
                  ECTION 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.

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

Semper's strategic  objective is to start with the acquisition of undeveloped or
under-developed  hardwood  timber  concessions.  Although  it is not  adverse to
exploring softwood timber concessions in countries where the Company already has
a presence,  Semper has targeted a segment of the lumber market which  currently
has significant  shortage of high quality  tropical  hardwood  timber.  Tropical
hardwoods  typically have higher margins than the highly  competitive and larger
softwood segment.

The Company intends to utilize joint venture concepts wherever possible in which
the  timber  on the  stump is the  partner  contribution  to the  venture.  This
approach provides for the partnering with the landowner in selective  harvesting
of timber and sharing  operating  margin with the  landowner,  or procuring  raw
material at favorable  allocations  or price.  Such is the  structure the Fijian
concessions.


                                       3
<PAGE>

FIJI

The  Company's  Fiji  project was to be a series of nine initial  joint  venture
timber  concessions  (approximately  40,000  acres)  in  which  nine  tribes  of
indigenous  people  contribute the standing  timber to be selectively  harvested
after the Company pays some governmental  fees. The tribes are paid a percentage
of the after milling net profit.

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's  only  property  and  assets are  Timber  Rights  from nine joint
ventures  covering  approximately  40,000  acres of  timberland  in Fiji and the
exclusive rights to market wood products internationally. (See "Business").

ITEM 3.  LEGAL PROCEEDINGS

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

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

No matters were  submitted to a vote of the Company's  stockholders  through the
solicitation of proxies or otherwise, during the fourth quarter of the Company's
fiscal year ended December 31, 1998; and none have been submitted since.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

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

On April 15, 2000, the closing bid price of the common stock was $0.185.

HOLDERS

The number of record holders of the Company's  common stock as of April 15, 2000
was 494. This number does not include an  indeterminate  number of  stockholders
whose shares are held by brokers in street name.

DIVIDENDS

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


                                       4
<PAGE>

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,
1998, or the calendar year ended  December 31, 1997.  The Company has a net loss
of  $131,270  in  calendar  1998  principally  as a result  of the  write off of
discontinued  operations of $87,996,  interest  expense of $15,616 and operating
expenses of $27,658 from  expenses  incurred in  maintaining  the Company.  This
compares with a net loss of $256,769 in calendar  year 1997 from the  forfeiture
of certain acquisition costs $(50,000) interest expenses of $8,312, amortization
of $7,407 and  general and  administrative  cost of  $191,050  principally  from
personnel costs.

LIQUIDITY AND CAPITAL RESOURCES

At December  31,  1998,  the  Company  had cash of $1,380 and a working  capital
deficit of $348,705.  This  compares  with cash of $3,596 and a working  capital
deficit of $312,888 as of December 31, 1997.

As of December 31, 1998, 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.

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,
1998:

     Name                    Age           Position Held with Company
   --------                 -----         -----------------------------
Robert A. Dietrich           54       President, CEO, Treasurer and Director
John B. Brebbia              59       Secretary and Director
Ray Besharaty                60       Managing Director (Fiji) and Director
Wayne Walters                51       Director

Directors and Executive Officers

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

                                       5
<PAGE>

Robert A. Dietrich - Chairman, President & CEO

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

John B. Brebbia - Secretary & Corporate Counsel

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

Ray Besharaty - Board Member and Managing Director - Fiji

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

Wayne Walters - Board Member and Consultant

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

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

ITEM 10.  EXECUTIVE COMPENSATION

During  fiscal 1998 and fiscal  1997,  no officer or director was paid more than
$100,000.

Director Compensation

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

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

The  following  table  sets  forth,  as of April 15,  2000  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 Beneficial   Shares of Common Stock     of Common Stock
            Owner                   Beneficially Owned (1)   Beneficially Owned
---------------------------------  -----------------------  --------------------
International Bell, Inc.                 12,569,000                   49.6%
Carol S. Lewis                            9,170,000                   35.2%
Robert A. Dietrich                          100,000 (1)              0.004%
Ray Besharaty                               790,048                    3.1%
John H. Brebbia                                   0                      0%
Wayne M. Walters                             57,143                  0.002%
                                         ----------               ----------
All executive officers and
directors as a group (4 persons)            947,191                    3.3%
                                         ==========               ==========

(1)  Five year stock options exercisable at $2.00 per share.

(C)  CHANGE IN CONTROL

None.

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,
1998.  International  Bell,  Inc. and Ms.  Lewis have made cash  advances to the
Company totaling $14,323.


                                       7
<PAGE>

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 18, 2000.......................        F-1

         Consolidated Balance Sheets - December 31, 1998 and 1997....        F-2

         Consolidated Statement of Operations - For the years ended
            December 31, 1998 and 1997...............................        F-3

         Statement of Shareholder's Equity - For the years ended
            December 31, 1998 and 1997...............................        F-4

         Statement of Cash Flows - For the years ended December 31,
            1998 and 1997............................................        F-5

         Consolidated Notes to Financial Statements.................. F-6 - F-10

(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.

                                       8
<PAGE>




(a)  (iii)  Exhibits
<TABLE>

                                                                                       Sequential Page
 Number                                    Description                                      Number
---------                                 --------------                              -----------------
<S>          <C>                                                                       <C>

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 reporton 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

</TABLE>

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


*    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: April 18, 2000                 By:/s/ Robert Dietrich
                                        ----------------------------------
                                      ROBERT A. DIETRICH,
                                      President, Chief Executive Officer,
                                      Treasurer and Director


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


Dated: April 18, 2000                                By:/s/ Robert Dietrich
                                                       -------------------------
                                                     ROBERT A. DIETRICH,
                                                     President, Chief Executive
                                                     Officer, Treasurer and
                                                     Director

Dated: April 18, 2000                                By:/s/ John Brebbia
                                                       -------------------------
                                                      JOHN B. BREBBIA
                                                      Secretary and Director

Dated: April 18, 2000                                By:/s/ Ray Besharaty
                                                       -------------------------
                                                     RAY BESHARATY
                                                     Managing Director and
                                                     Director

Dated: April 18, 2000                                By:/s/ Wayne Walters
                                                       -------------------------
                                                     WAYNE WALTERS
                                                      Director

                                       10
<PAGE>
                          SEMPER RESOURCES CORPORATION

                   Index to Consolidated Financial Statements


                                                                          Page
                                                                         ------

Report of Independent Public Accountants                                     F-1

Consolidated Balance Sheets as of December 31, 1998 and 1997           F-2 - F-3

Consolidated Statements of Operations for the Years Ended
 December 31, 1998 and 1997                                                  F-4

Consolidated Statement of Stockholders' Equity                               F-5

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 1998 and 1997                                            F-6 - F-7

Notes to Financial Statements                                         F-8 - F-17

<PAGE>

                          SWART BAUMRUK & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                717 E. OAK STREET
                            KISSIMMEE, FLORIDA 34744
                                 (407) 847-7466
                               FAX (407) 847-6641



                           Independent Auditors Report
                           ---------------------------


Board of Directors and Stockholders
Semper Resources Corporation

We have audited the accompanying consolidated balance sheets of Semper Resources
Corporation (a development  stage company) and its subsidiary as of December 31,
1998  and  1997,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity  and cash  flows  for the  years  then  ended  and for the
cumulative  period  from  January  1, 1992  through  December  31,  1998.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial  statements  based on our audits.  The financial  statements of Semper
Resources  Corporation  as of December 31, 1994 were  audited by other  auditors
whose report dated April 5, 1995 expressed an unqualified  opinion  including an
explanatory  paragraph stating a concern about the Company continuing as a going
concern. The financial statements of Semper Resources Corporation as of December
31, 1993 and 1992 were audited by other  auditors whose report dated October 16,
1994 expressed an unqualified opinion including an explanatory paragraph stating
a concern about the Company continuing as a going concern.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Semper Resources
Corporation and its subsidiary as of December 31, 1998 and 1997, and the results
of their  operations  and their  cash flows for the years then ended and for the
cumulative  period from January 1, 1992 through  December 31, 1998 in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 6, Note 7, and
Note 13 to the financial  statements,  the Company has suffered recurring losses
from  operations  and has been  unable  to meet  its  obligations  which  raises
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




April 18, 2000

Kissimmee, Florida

                                      F-1
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                           December 31, 1998 and 1997

                                     Assets

                                                       1998              1997
                                                      ------            ------
Current assets
      Cash                                          $   1,380         $   3,596
Property and equipment, net                                 0                 0
Other assets
      Advances to joint venture partners                    0            79,330
      Deposits                                              0             7,316
      Joint venture timber concessions              7,098,948         7,098,948
      Goodwill, net                                    86,405            93,812
      Marketing contract                                    0             1,350
                                                   ----------        -----------
           Total other assets                       7,185,353         7,280,756
                                                   ----------        -----------
                                                   $7,186,733        $7,284,352
                                                   ==========        ===========


                   The accompanying notes are an integral part
                          of these financial statements

                                      F-2
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                           December 31, 1998 and 1997

                      Liabilities and Stockholders' Equity

                                                    1998                  1997
                                                   ------                ------
Current liabilities
      Accounts payable                          $  102,657           $   94,168
      Accrued expenses                             133,105              118,026
      Advances from related parties                 14,323                4,290
      Notes payable                                 50,000               50,000
      Notes payable due related parties             50,000               50,000
                                                  ---------           ----------
                Total current liabilities          350,085              316,484

Stockholders' equity
      Series A 12% convertible preferred
        stock, $.001 per value, 15,000
         shares authorized, 70 shares and
         130 shares issued and outstanding
         at December 31, 1998 and 1997
         respectively                              70,000               130,000
      Common stock, $.001 par value,
         100,000,000 shares authorized,
         25,497,965 and 25,407,965
         issued and outstanding at
         December 31,1998 and 1997,
         respectively                              25,498                25,408
      Additional paid in capital               10,557,385            10,497,425
      Accumulated deficit                      (2,471,991)           (2,471,991)
      Deficit accumulated during the
         development stage                     (1,344,244)           (1,212,974)
                                                ---------            ----------
                Stockholders' equity            6,836,848             6,967,868
                                                ---------            ----------
                                              $ 7,186,733           $ 7,284,352
                                                =========            ==========






                   The accompanying notes are an integral part
                          of these financial statements

                                      F-3
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                      Consolidated Statement of Operations
                   Years ended December 31, 1998 and 1997 and
              the period January 1, 1992 through December 31, 1998

                                                                Cumulative from
                                                                 Jan. 1, 1992
                                                                   through
                                       1998        1997          Dec. 31, 1998
                                      ------      ------        ----------------
Revenues
  Sales                              $     0      $   0           $     6,264
Expenses
  General and administrative          20,251    191,050             1,070,794
   Forfeited acquisition costs             0     50,000               130,000
   Amortization                        7,407      7,407                24,690
   Depreciation                            0          0                 3,501
                                     --------  --------            ----------
     Total expenses                   27,658    248,457             1,228,985
                                     --------  --------            ----------
          Losss from operations      (27,658)  (248,457)           (1,222,721)

        Other income (expense)

          Interest income                  0          0               14,320

          Interest expense           (15,616)    (8,312)             (95,237)

  Gain (loss) on sale of asset             0          0               (3,613)
  Other income                             0          0               41,728
  Loss from discontinued operations  (87,996)         0              (87,996)
                                     --------  --------            ----------
     Total other income (expense)   (103,612)    (8,312)            (130,798)
                                     --------  --------            ----------
Loss from operations before income
taxes and extraordinary items       (131,270)  (256,769)          (1,353,519)

Current income tax                         0          0                    0
Deferred income tax                        0          0                    0
                                     --------  --------            ----------
Loss from operations before
          extraordinary items       (131,270)  (256,769)          (1,353,519)

Extraordinary items
  Gain on discharge of debt
    obligations (no tax effect)            0          0                9,275
                                     --------  --------            ----------
Net loss                           $(131,270) $(256,769)         $(1,344,244)
                                     ========  ========            ==========
Loss per share
  Loss before extraordinary item   $    (.01) $    (.01)         $      (.17)
  Extraordinary items                      0          0                    0
                                     --------  --------            ----------
Net loss                           $    (.01) $    (.01)         $      (.17)
                                     ========  ========            ==========




                   The accompanying notes are an integral part
                          of these financial statements

                                      F-4
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                 Consolidated Statement of Stockholders' Equity
                    January 1, 1992 through December 31, 1998
<TABLE>

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


Balance at January 1, 1992           0         0       1,094,279   $  54,713   $ 2,810,977  $(2,471,991)  $(100,000)
Stock issued to an officer
  and director for cash,
  March, 1992, at $.0625
  per share                          0         0         300,000      15,000         3,750            0           0
Shares of treasury stock
  issued pursuant to loan
  agreement                          0         0               0           0      (100,000)           0     100,000
Stock issued in connection
  with proposed acquisition,
  April, 1992                        0         0       1,364,000      68,200       (68,200)           0           0
Cancellation of stock issued
  in connection with unsuccessful
  proposed acquisition, October,
  1992                               0         0      (1,364,000)    (68,200)       68,200            0           0
Net loss for the year ended
  Dec. 31, 1992                      0         0               0           0             0     (251,989           0
                                  -----      -----    -----------   ---------   -----------  -----------   --------
Balance at December 31, 1992         0         0       1,394,279      69,713     2,714,727   (2,723,980)          0
Stock issued to an officer
  and director for services
  rendered, June 18, 1993
  at $.125 per share                 0         0         600,000      30,000        45,000            0           0
Net loss for the year ended
  Dec. 31, 1993                      0         0               0           0             0     (169,430)          0
                                  -----      -----    -----------   ---------   -----------  -----------   --------
Balance at December 31, 1993         0         0       1,994,279      99,713     2,759,727   (2,893,410)          0
Stock issued to a corporation
  owned by the Company's president
  for payment of amounts payable,
  Feb. 7, 1994, at $.0533 per share  0         0         300,000      15,000         1,000            0           0
Stock issued to an officer and
  director for payment of cash
  advances in the amount of
  $19,000 and for services
  rendered in the amount of
  $10,000, September 1, 1994,
  at $.05 per share                  0         0         580,000      29,000             0            0           0
Net loss for the year ended
  Dec. 31, 1994                      0         0               0           0             0      (22,926)          0
                                  -----      -----    -----------   ---------   -----------  -----------   --------
Balance at December 31, 1994         0         0       2,874,279     143,713     2,760,727   (2,916,336)          0

</TABLE>



                                   (Continued)
                   The accompanying notes are an integral part
                          of these financial statements

                                      F-5
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                 Consolidated Statement of Stockholders' Equity
                    January 1, 1992 through December 31, 1998
<TABLE>

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

Stock issued to an officer
  for payment of cash advances
  in the amount of $4,850 March
  30, 1995, at $.075 per share        0        0         65,000       3,250        1,600            0           0
Stock issued to officer for
  payment of cash advances in
  the amount of $22,000 June 30,
  1995, at $.05 per share             0        0        440,000      22,000            0            0           0
One for twenty reverse stock
  split and change in par
  value to $.005                      0        0     (3,210,315)   (168,118)     168,118            0           0
Stock issued to acquire a
  subsidiary on September 7,
  1995 at $.005 per share             0        0     22,219,000     111,095            0            0           0
Stock issued to acquire joint
  venture timber concessions
  on October 10, 1995, at
  $5.258 per share                    0        0      1,350,000       6,750    7,092,198            0           0
Net loss for year ended
  Dec.  31, 1995                      0        0              0           0            0     (105,042)          0
                                   -----     -----   ----------   ---------   -----------  -----------   --------
Balance at  December 31, 1995         0        0     23,737,964  $   18,690  $10,022,643  $(3,021,378)    $     0
Change in par value
  to $.001 on May 17,  1996           0        0              0     (94,952)      94,952            0           0
Sale of preferred stock on
  May 30, 1996, at $1,000
  per share                         20   200,000              0           0            0            0           0
Stock issued to acquire
  a marketing contract
  on May 31, 1996, at
  $.001 per share                     0        0      1,350,000       1,350            0            0           0
Sale of preferred stock
  on June 15, 1996, at
  $1,000 per share                   30   30,000              0           0            0            0           0
Sale of common stock on
  July 16, 1996, at
  $1.50 per share                     0        0         10,000          10       14,990            0           0
Conversion of preferred
  stock on August 12, 1996         (100)(100,000)        66,667          66       99,934            0           0
Sale of common stock on
  September 1, 1996 at
  $3.00 per share                     0        0         41,667          42      124,958            0           0
Sale of common stock on
  September 15,1996, at
  $1.50 per share                     0        0         10,000          10       14,990            0           0
Sale of common stock on
  September 30,1996, at
  $3.00 per share                     0        0         41,667          42      124,958            0           0
Net loss for year ended
  December 31,1996                    0        0              0           0            0     (406,818)          0
                                   -----     -----   ----------   ---------   -----------  -----------   --------
Balance at December 31, 1996        130  130,000     25,257,965      25,258   10,497,425   (3,428,196)          0
Stock issued for services
  in September, 1997                  0        0        150,000         150            0            0           0
Net loss for year ended
  December 31, 1997                   0        0              0           0            0     (256,769)          0
                                   -----     -----   ----------   ---------   -----------  -----------   --------
Balance at December 31, 1997        130  130,000     25,407,965      25,408   10,497,425   (3,684,965)          0
Conversion of preferred
  stock in January, 1998            (60) (60,000)        40,000          40       59,960            0           0
Stock issued for services
  in September, 1998                  0        0         50,000          50            0            0           0
Net loss for year ended
  December 31, 1998                   0        0              0           0            0     (131,270)          0
                                   -----     -----   ----------   ---------   -----------  -----------   --------
Balances at December 31, 1998        70 $ 70,000     25,497,965  $   25,498  $10,557,385  $(3,816,235)    $     0
                                   =====  ========   ==========   =========   ===========  ===========   ========

</TABLE>


                   The accompanying notes are an integral part
                          of these financial statements
                                      F-6
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   Years ended December 31, 1998 and 1997 and
              the period January 1, 1992 through December 31, 1998
<TABLE>

                                                                        Cumulative from
                                                                         Jan. 1, 1992
                                                                            through
                                              1998          1997         Dec. 31, 1998
                                             ------        ------       -----------------
<S>                                        <C>            <C>           <C>

Cash flows from operating
  activities
      Net loss                           $ (131,270)    $ (256,769)      $ (1,344,244)
      Adjustments to reconcile
        net loss to net cash used
        by operating activities
           Depreciation and amortization      7,407          7,407             28,191
           Recognition of deferred
             income                               0              0           (100,000)
           Assumption of assets and
             liabilities by President
             of Company                           0              0            55,949
           Issuance of stock in payment
               of accrued liabilities and
               cash advances                     50            150           112,050
           Decrease in accounts, other
             and notes receivable                 0              0           150,000
           Decrease in other assets          87,996         80,665           406,161
           Increase (decrease) in
             accounts payable and
             related party advances          18,522        (11,255)          (35,138)
           Increase (decrease) in
             accrued expenses                15,079        117,352           133,105
                                            --------     ----------       -----------
Net cash used by operating
    activities                               (2,216)       (62,450)         (593,926)

</TABLE>


                                   (Continued)
                   The accompanying notes are an integral part
                          of these financial statements

                                      F-7
<PAGE>


                          Semper Resources Corporation
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                   Years ended December 31, 1998 and 1997 and
              the period January 1, 1992 through December 31, 1998
                                   (Continued)
                                                                 Cumulative from
                                                                  Jan. 1, 1992
                                                                    through
                                             1998        1997     Dec. 31, 1998
                                            ------      ------   ---------------
Cash flows from investing activities
      Proceeds from sale of property
        and equipment                          0           0            1,052
      Proceeds from sale of
        marketable securities                  0           0              626
      Payments for marketable
        securities                             0           0             (391)
      Advances made                            0           0         (109,995)
      Deposits made                            0           0          (57,316)
                                         --------   ---------      -----------
Net cash provided by
        investing activities                   0           0         (166,024)
Cash flows from financing activities
      Proceeds from notes payable              0      50,000          200,077
      Proceeds from preferred stock
       issuance                                0           0          230,000
      Proceeds from common stock
        Issuance                               0           0          298,750
      Payments on notes payable, long-
        term debt, and capital lease
        obligations                            0           0        (106,077)
                                         --------   ---------      -----------
Net cash provided by financing
      activities                               0      50,000         627,750
                                         --------   ---------      -----------
Increase (decrease) in cash               (2,216)    (12,450)       (132,200)
Cash at beginning of year                  3,596      16,046         133,580
                                         --------   ---------      -----------
Cash at end of year                       $1,380    $  3,596      $    1,380
                                         ========   =========      ===========
Supplemental disclosure of cash
      flow information
        Cash paid during the year for
        Interest                          $    0    $    569      $   35,815
        Income taxes                      $    0    $      0      $        0




                   The accompanying notes are an integral part
                          of these financial statements

                                      F-8
<PAGE>


                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

1.   Summary of Significant Accounting Policies
     ------------------------------------------
     Organization and consolidation
     ------------------------------
     The  financial   statements   presented  are  those  of  Semper   Resources
     Corporation (the Company) and Resources of the Pacific,  Inc.  (Resources),
     its wholly owned subsidiary.

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

     The  Company  was  organized  under  the laws of the  State of Nevada as 10
     Minute Pit Stop USA, Inc. in April,  1987.  On April 30, 1987,  the Company
     merged  with  Value  Funding  Corporation,  a public  corporation,  and the
     Company  was  designated  as  the  surviving  corporation.   Value  Funding
     Corporation  also owned a subsidiary,  6 Minute Pit Stop USA, Inc. The name
     of the Company was changed in April 1990 to Pit Stop Auto Centers, Inc., in
     September 1995 to Resources of the Pacific Corporation, then in May 1996 to
     Semper Resources Corporation.  The Company's subsidiary,  6 Minute Pit Stop
     USA, Inc.,  filed for Chapter 7 bankruptcy in 1988. The Company  acquired a
     controlling  interest in Grease N' Go  International,  Inc.,  during  1987.
     During 1991,  the Company  disposed of its entire  interest in Grease N' Go
     International, Inc. The Company is currently considered a development stage
     company as defined in SFAS No. 7. The  Company  reentered  the  development
     stage during 1992 after  disposing of all its  operations  during 1991 (see
     Note 10). The Company  currently has no operations,  and intends to sell or
     otherwise  dispose of the joint venture  timber  concessions it acquired in
     1995 (see Note 13).

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

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

                                      F-9
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------
     Loss per share
     --------------
     The  computation of loss per share of common stock is based on the weighted
     average number of shares  outstanding  during the period  presented  giving
     retroactive  effect  to the 1 for 20  reverse  stock  split.  Common  stock
     equivalents  were not  included in the earnings  per share  computation  as
     their effect was antidilutive.

     Statement of cash flows
     -----------------------
     For purposes of the  statement  of cash flows,  the Company  considers  all
     highly liquid debt investments purchased with a maturity of three months or
     less to be cash equivalents.

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

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

2.   Acquisition
     -----------
     On September 7, 1996, the Company  acquired all of the  outstanding  common
     stock of Resources of the Pacific,  Inc. in exchange for 22,219,000  shares
     of the Company's common stock. The acquisition has been accounted for using
     the  purchase  method  and  accordingly,   the  accompanying   consolidated
     financial statements reflect this transaction at the date of acquisition.

3.   Property and Equipment
     ----------------------
     At December 31, 1998 and 1997 property and equipment  consisted entirely of
     office equipment at a cost of $2,000.  Accumulated  depreciation was $2,000
     at  December  31, 1998 and 1997.  Depreciation  expense for the years ended
     December  31,  1998 and 1997 was  recorded  in the  amount of $-0- and $-0-
     respectively.


                                      F-10
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

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

     The Company has  available at December 31, 1998 unused net  operating  loss
     carryforwards  of  approximately  $3,600,000  which may be applied  against
     future taxable  income and which expire in various years  beginning in 2005
     through 2013.  If certain  substantial  changes in the Company's  ownership
     should  occur,  there  could be an annual  limitation  on the amount of net
     operating  loss  carryforward  which  can be  utilized.  The  amount of and
     ultimate   realization   of  the  benefits  from  the  net  operating  loss
     carryforwards  for income tax purposes is dependent,  in part, upon the tax
     laws in effect,  the  future  earnings  of the  Company,  and other  future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance equal to the tax benefit of
     the loss  carryforwards.  The change in the valuation allowance is equal to
     the tax benefit of the current period's net loss.

5.   Related Party Transactions
     --------------------------
     At  December  31,  1998 and 1997 the  Company  owed  $14,323 and $4,290 for
     advances from related parties.

     The Company made various  issuances of common stock to related parties from
     1992 to 1996 (see Note 8).

     The Company  entered into a financing  agreement with  International  Bell,
     Inc. (Bell), a stockholder,  on September 7, 1995. At December 31, 1998 and
     1997 the unpaid balances were $50,000 and $50,000, respectively.

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

                                     F-11
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

5.   Related Party Transactions (Continued)
     --------------------------
     treasury stock to the  investment  group with 16,250 shares being issued to
     the  investment  firm,  7,500 shares issued to the wife of the president of
     the Company, and 1,250 shares issued to the Company's legal counsel.

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

6.   Going Concern
     -------------
     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles which contemplate  continuation of
     the  Company  as  a  going  concern.  However,  the  Company  has  incurred
     significant  losses of $131,270 and  $256,769 for the years ended  December
     31, 1998 and 1997 and has not yet established profitable  operations.  This
     raises  substantial doubt about the ability of the Company to continue as a
     going concern.

7.   Notes Payable
     -------------
                                                  1998     1997
                                                 -------  -------
        Note payable to International Bell,
        Inc., a stockholder, bearing interest
        at twelve percent, payable on demand     $50,000   $50,000
                                                 =======   ========
        Notes payable, unsecured, bearing
        interest at twelve percent, due and
        payable March 19, 1998. These notes
        were not paid when due and according
        to the terms of the note, the interest
        rate rose to eighteen percent. The note
        holders have demanded payment, but the
        Company has been unable to comply.       $50,000   $50,000
                                                 =======   ========

                                      F-12
<PAGE>

                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

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

     On May 17, 1996,  the Company also  designated  15,000  shares of Preferred
     Stock,  par value $.001 per share,  as Series A 12%  Convertible  Preferred
     Stock.  Holders of Series A stock are  entitled  to a dividend  of $120 per
     share per  year,  payable  semi-annually  in cash or in stock (at $1.50 per
     share),  at the Company's  option,  on November 15 and May 15 of each year.
     Series A stock has a liquidation  preference equal to $1,000 per share, are
     non-voting  shares,  and are  subject to  redemption,  at the option of the
     Company,  at any time after  December 31, 1997 at $1,000 per share plus any
     accrued  dividends.  Holders  of Series A stock  have the option to convert
     each share held into 667 shares of common  stock on or before  January  31,
     1998.  At December 31, 1998 and 1997  dividends in arrears were $36,188 and
     $27,788 respectively.

     Public offering
     ---------------
     On July 31, 1990, the Company  successfully  completed a public offering of
     400,000 units for $10 per unit. Each unit consisted of two shares of common
     stock and one common stock purchase  warrant,  which when  exercised,  will
     entitle the holder to purchase one share of the Company's  common stock for
     $7.50 per share.  Commencing  March 31,  1991,  the  exercise  price of the
     warrants  was reduced to $3.50 per share.  The warrants may be exercised at
     any time from July 31, 1991 through July 31, 1997.  No stock  warrants were
     exercised.

     Related party stock transactions
     --------------------------------
     In January 1997,  the Board of Directors  awarded the  Company's  President
     warrants to purchase  50,000 shares of common stock at an exercise price of
     $2.00 per share. The warrants may be exercised at any time over a five year
     period.

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

                                      F-13
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

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

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

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

9.   Non-cash investing and financing activities
     -------------------------------------------
     For the year ended December 31, 1998:

     The Company  issued  50,000  shares of its common stock valued at $.001 per
     share in payment for certain consulting services.

     The Company  issued  40,000  shares of its common stock valued at $1.50 per
     share in a conversion  of 60 shares of Series A 12%  convertible  preferred
     stock.

     For the year ended December 31, 1997:

     The Company  issued  150,000 shares of its common stock valued at $.001 per
     share in payment for certain consulting services.

10.  Development Stage Activity
     --------------------------
     The  Company  was  previously  involved  in the  operation  of car  service
     centers. In December of 1991 all remaining property,  inventories and other
     assets used in the  operations  of the service  centers  were sold.  During
     1992, the Company  reentered the development stage because it no longer had
     any planned principal operations. The sole business activity of the Company
     has been to acquire financing to develop the timber concessions it acquired
     in 1995.


                                      F-14
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997


11.  Commitments and Contingencies
     -----------------------------
     A claim  against  the  Company  was  settled on March 8, 1993.  The dispute
     involved  a claim by B & K Fleet  Supply,  Inc.  for unpaid  materials  and
     supplies  delivered to the Company.  The Company did not oppose their claim
     and an arbitration  award of approximately  $10,000 with costs and attorney
     fees  included  was granted.  The $10,000  judgment has been accrued and is
     included in accounts payable.  As of December 31, 1998, the amount owed had
     not been paid.

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

12.  Stock Option Plan
     -----------------
     The Company has a stock option plan.  Under the plan,  non-qualified  stock
     options may be granted to key employees,  directors and executive  officers
     designated  by the Board of  Directors  (or a  committee  appointed  by the
     Board),  at exercise prices equal to at least 100% of the fair market value
     of the common  stock on the date of grant.  In  addition to  selecting  the
     optionees,  the Board (or such  committee)  determines the number of shares
     subject to each option and otherwise administers the Plan. There is a total
     of 105,000  shares  reserved for this stock  option  plan.  At December 31,
     1998, 55,000 shares remained available to be granted.

                                      F-15
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

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

     The Company has not begun  operation  of these  joint  ventures  and has no
     plans to do so. It has not fulfilled certain  requirements of the agreement
     and intends to sell or otherwise dispose of the concessions.

14.  Advances to Joint Venture Partners/Discontinued Operations
     ----------------------------------------------------------
     During 1996,  the Company made  advances to its joint  venture  partners to
     cover certain  expenses in the amount of $109,995.  Some of these  advances
     were for 1997  operating  expenses and were expensed in 1997. The remaining
     advances of $79,330  were written off in 1998 and  classified  as loss from
     discontinued  operations  since the  Company has decided not to develop its
     joint venture timber concessions.

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


                                      F-16
<PAGE>
                          Semper Resources Corporation
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 1998 and 1997

16.  Forfeited Acquisition Deposits
     ------------------------------
     In September  1996,  the Company  entered  into an Asset  Purchase and Sale
     Agreement with Fremont Forest Products (Fremont) to purchase  substantially
     all of the assets  utilized  by Fremont  in the  operation  of a lumber and
     building products dock terminal business. A deposit of $100,000 was paid on
     execution  of  this  agreement.   The  Company  was  unable  to  close  the
     acquisition  by the  stipulated  closing date in December  1996, and had to
     forfeit $80,000 of the deposit paid on execution of the agreement.

     In November 1996, the Company entered into a Purchase  Agreement to acquire
     real property  timber tracts  located in Brazil and all related  timber and
     harvesting rights. The Company paid the seller a $40,000 refundable deposit
     plus an additional  $10,000 non refundable  payment giving it the option to
     acquire additional tracts of land.

     In  1997,  the  Purchase  Agreement  was  cancelled  due  to  the  seller's
     non-performance  of  certain  obligations  and the  various  options in the
     agreement  expired.  The $40,000  refundable  deposit was  determined to be
     uncollectible and the entire $50,000 deposit was written off in 1997.

                                      F-17