SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) : April 4, 2001
Commission File No. 0-18565
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SEMPER RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 93-0947570
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11150 West Olympic Blvd., #810, Los Angeles, California 90064
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(Address of principal executive offices)
(949) 857-1166
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(Issuer telephone number)
Item 4. Changes in Registrant's Certifying Accountant.
On April 4, 2001, the client-auditor relationship between Semper Resources
Corporation (the "Company") and Swart, Baumruk & Company, LLP ("Swart, Baumruk")
ceased as Swart, Baumruk resigned as the Company's auditor. The Company's board
of directors approved such resignation.
To the knowledge of the Company's current Board of Directors, Swart,
Baumruk's report of the financial statements of the Registrant for the last two
fiscal years ended December 31, 1999 and December 31, 1998 did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
audit scope or accounting principles.
The Company did not have any disagreements with Swart, Baumruk & Company,
LLP, for the two years ended December 31, 1999 and the subsequent period through
the date of resignation on April 4, 2001.
The Company requested that Swart, Baumruk furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements.
On April 4, 2001, the Registrant engaged Malone & Bailey PLLC as its
independent accountants for the fiscal year ended December 31, 2000. During the
two most recent fiscal years and any subsequent interim period prior to engaging
Malone & Bailey, the Company did not consult with Malone & Bailey regarding
either (i) the application of accounting principals to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K). Malone & Bailey PLLC has reviewed the
disclosure required by Item 304(a) before it was filed with the Commission and
has been provided an opportunity to furnish the Company with a letter addresssed
to the Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in response to Item 304(a). Malone & Bailey PLLC
did not furnish a letter to the Commission.
The Company has requested that Swart, Baumruk review the disclosure and
that firm has been given an opportunity to furnish the Registrant with a letter
addressed to the Commission containing any new information, clarification of the
Company's expression of its views, or the respect in which it does not agree
with the statements made by the Company herein. Such letter will be filed within
two days of receipt.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibits Description
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16.1 Letter from Swart, Baumruk & Company, LLP
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
M&A WEST, INC.
July 16, 2001 /s/ Mark F. Jordan
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Mark F. Jordan
Chief Executives Officer and Chief Financial Officer
July 16, 2001 /s/ Edwin H. Jones, III
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Edwin H. Jones, III
Director