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<SEC-DOCUMENT>0000887396-01-000001.txt : 20010330
<SEC-HEADER>0000887396-01-000001.hdr.sgml : 20010330
ACCESSION NUMBER:		0000887396-01-000001
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010329

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICOMM RESOURCES CORP
		CENTRAL INDEX KEY:			0000887396
		STANDARD INDUSTRIAL CLASSIFICATION:	 [9995]
		IRS NUMBER:				731238709
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	000-20193
		FILM NUMBER:		1584116

	BUSINESS ADDRESS:	
		STREET 1:		9 E 4TH ST STE 305
		CITY:			TULSA
		STATE:			OK
		ZIP:			74135-3530
		BUSINESS PHONE:		9185870096

	MAIL ADDRESS:	
		STREET 1:		9 E 4TH ST STE 305
		CITY:			TUSLA
		STATE:			OK
		ZIP:			741035109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICOMM CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


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

                                  FORM 10-KSB

(Mark One)
[X]  Annual report under section 13 or 15(d) of the Securities Act of 1934
     for the fiscal year ended         December 31, 2000.
[ ]  Transition report under section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the transition period from ____________to______________.

Commission File Number       0-20193

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

          DELAWARE                                  73-1238709
(State or other Jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

15 E. 5th Street, Suite 4000, Tulsa, OK              74103-4346
(Address of principal executive offices)             (Zip Code)

                                                  (918) 587-8093
Securities registered under Section 12(b)   (Issuer's telephone number)
 of the Act:
                Title of each class         Name of each exchange on which
                                              registered
                       NONE

Securities 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 [X]                 NO [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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.           [ ]

State issuer's revenues for its most recent fiscal year: $3,080.

The aggregate market value of the voting stock held by non-affiliates on
March 15, 2001 was approximately $4,718,117.  On such date, the
average bid and ask price for the Registrant's Common Stock was $0.42
per share.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date:  16,984,574 shares of
Common Stock, par value $0.001 per share,  as of March 15, 2001.

Documents incorporated by reference:  NONE
Transitional Small Business Disclosure Format:
                 YES [ ]                 NO  [X]

                       TABLE OF CONTENTS


Part I                                                      Pages

     Item 1:     Business                                     4-8
     Item 2:     Properties                                     8
     Item 3:     Legal Proceedings                              9
     Item 4:     Submission of Matters to a Vote of Security
                 Holders                                        9

Part II

     Item 5:     Market for Registrant's Common Equity and
                 Related Shareholder Matters                    9
     Item 6:     Plan of Operations                          9-11
     Item 7:     Financial Statements                          11
     Item 8:     Changes in and Disagreements with
                 Accountants on Accounting and Financial
                 Disclosure                                    12

Part III

     Item 9:     Directors, Executive Officers, Promoters
                 And Control Persons; Compliance with
                 Section 16(a) of The Exchange Act          12-13
     Item 10:    Executive Compensation                     13-15
     Item 11:    Security Ownership of Certain Beneficial
                 Owners and Management                      15-16
     Item 12:    Certain Relationships and Related
                 Transactions                               16-17
     Item 13:    Exhibits and Reports on Form 8-K           17-18

Signatures                                                     19

Exhibit Index                                                  20


                                  PART I

ITEM 1. BUSINESS

Background

     Americomm Resources Corporation, a Delaware corporation (the
"Registrant" or the "Company"), was incorporated in the state of Utah
in August 1983 under the name Chambers Energy Corporation and
reincorporated in Delaware in March 1985 under the name Americomm
Corporation.  The corporate name was changed to Americomm Resources
Corporation in July 1995 and a one-for-three reverse stock split of
the Company's Common Stock was effected in June 1996.  All per share
numbers set forth in this Form 10-KSB have been adjusted to reflect such
reverse stock split.  The Registrant has no subsidiaries.  The Registrant
operates from leased office space at 15 East 5th Street, Suite 4000, Tulsa,
Oklahoma 74103-4346 with the telephone number shown on the front of this
report.

     The Registrant had no income producing oil and gas properties at
December 31, 2000.  However, an oil and gas test well was drilled in January
2001 on the Registrant's principal asset, the Cheyenne River Prospect
described below.  The test well encountered continual flows of oil and
natural gas during the drilling period and was subsequently completed as
an oil well.  See "Business-Oil and Gas Prospect" below.

     Forward-Looking Information.  All statements, other than statements of
historical fact contained in this Form 10-KSB, including statements in
"Plan of Operation," "Business," and "Properties" are forward-looking
statements.  Forward-looking statements generally are accompanied by words
such as "anticipate," "believe," "estimate," "expect," "potential,"
"project" or similar statements.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove correct.  Factors
that could cause the Company's results to differ materially from the results
discussed in such forward-looking statements include the need for additional
capital, the costs expected to be incurred in the exploration and
development of the Registrant's properties, unforeseen engineering,
mechanical or technological difficulties in drilling wells, uncertainty of
exploration results, operating hazards, competition from other mining and
natural resource companies, the fluctuations of prices for oil and gas,
the effects of governmental and environmental regulation and general economic
conditions. All forward-looking statements in this Form 10-KSB are
expressly qualified in their entirety by the cautionary statements in this
paragraph.

Oil and Gas Prospect

     In March 1998, the Registrant paid $234,500 to cover the initial
expenses of acquiring leases in an oil and gas prospect in the
Eastern Powder River Basin in the State of Wyoming (the "Cheyenne River
Prospect").  The Registrant also issued an aggregate of 566,000 shares of
Common Stock and agreed to grant overriding royalty interests to five
individuals as consideration for services performed and to be performed in
connection with the acquisition and exploration of the Cheyenne River
Prospect.  As of the date of this report the parties to the agreement have
obtained approximately 100,000 acres of oil and gas leases covering the
prospect.

     In November 2000, the Registrant entered into a Farmout Agreement
with Empire Petroleum Corporation ("Empire"), a Delaware corporation and
successor to Wells Gray Resort and Resources Ltd., which previously entered
into a Letter of Intent with the Registrant to test a portion of the
prospect.  Participating with Empire (50%) in this test are Maxy Resources,
LLC (25%), Big Horn Resources Ltd. (15%) and 74305 Alberta Ltd. (10%).

     Pursuant the Farmout Agreement, Empire commenced drilling of the
Registrant's Timber Draw 1-AH test well during December 2000 within the
25,000 acre Timber Draw Federal Drilling Unit included in the Registrant's
Cheyenne River Prospect.  Drilling of the Timber Draw 1-AH test well was
completed at a total measured depth of 10,578 feet of which the last
2,030 feet was drilled horizontally through the Newcastle "B" formation
(the"Muddy").  During horizontal drilling, flows of oil and gas were
encountered.  The well was then shut in for the removal of the drilling
rig and erection of oil storage tanks and an oil and gas separator, for
production testing.  On February 13, 2001, production was commenced
and continued until March 14, at which time production was shut in to
allow performance of pressure surveys and other tests.  During this period
the well continually flowed oil and gas, with no water, through a 20/64
inch diameter choke, with total production during this time of 4,383
barrels of 44 degree API gravity sweet crude oil and 12,537,000 cubic
feet of natural gas, with a BTU content of 1,493.  Empire is preparing a
production application on the well for submission to the U. S. Bureau of
Land Management in order for the well to be designated as a commercial
producer under BLM criteria for such designation.  With the completion of
this well, Empire and its partners have earned  a 100% working interest in
the test well spacing unit (600 acres), and a 50% working interest in
approximately 60,000 acres of the Registrant's Cheyenne River Prospect.
The Registrant reserves an overriding royalty interest (7%) until Empire
recovers its drilling and completion costs at which time the Registrant's
overriding royalty will convert to a 50% working interest.  Empire has an
option to drill a second test well on the farmout block within six (6)
months from completion of the first test well.  Should it drill the second
test, Empire and its participants will earn an interest in the balance of
the farmout lands (approximately 40,000 acres) on the same terms and
conditions as the first test well.

     In connection with the Farmout Agreement, the Registrant sold Empire
375,000 restricted shares of its Common Stock for U. S. $0.40 per share
for a total purchase price of U.S. $150,000.

Risks Inherent in Oil and Gas Exploration

     Exploration for oil and gas is highly speculative and involves greater
risks than many other businesses.  The odds against discovering commercially
exploitable hydrocarbons are substantial.  The Registrant may be required to
perform, in some cases, expensive geological and/or seismic surveys with
respect to its properties and even if the results of such surveys are
favorable, only subsequent drilling at substantial costs can determine
whether commercial development of the properties is feasible.  Oil and gas
drilling is frequently marked by unprofitable efforts, not only from
unproductive prospects, but also from productive prospects which do not
produce sufficient amounts to return a profit on the amount expended.  To
further test its Cheyenne River Prospect, the Registrant plans to continue
to utilize horizontal drilling, a technology which can drill underbalanced
wells horizontally thousands of feet into fractured reservoirs.  The
Registrant believes horizontal drilling, while more costly than conventional
drilling methods, could yield substantial and economic reserves.  However,
there can be no assurance that the Registrant will be able to discover,
develop or produce sufficient reserves to recover the expenses incurred in
connection with the exploration of its Cheyenne River Prospect and achieve
profitability.

     The Registrant's operations are subject to the substantial operating
hazards and risks normally incident to exploring for and developing oil and
gas, such as encountering unusual or unexpected formations, interruptions due
to adverse weather conditions, unforeseen technical difficulties and
equipment breakdowns.  The Registrant's oil and gas properties are subject
to all the risks normally incident to drilling for and producing oil and
gas, including blowouts, cratering and fires.  These risks could result in
damage to or loss of life and property. Prior to commencement of drilling
of the Timber Draw 1-AH test well, Empire obtained insurance coverage which
is customary for companies engaged in similar operations.  However, the
Registrant may not be fully insured against all possible risks.

Competition

     The oil and gas business is extremely competitive.  The Registrant
must compete with many long-established companies with greater financial
resources and technical capabilities.  The Registrant is not a
significant participant in the oil and gas industry.

Markets; Price Volatility

     The market price of oil and gas is volatile, subject to speculative
movement and depends upon numerous factors beyond the control of the
Registrant, including expectations regarding inflation, global and
regional demand, political and economic conditions and production costs.
The Registrant's future profitability will depend substantially upon
the prevailing prices for oil and gas.  The market price for oil and gas
during the latter part of 1998 and the early part of 1999 was significantly
lower than the current price.  If the market price for oil and gas is
significantly depressed in the future, it could have a material adverse
effect on the Registrant's ability to raise the additional capital
necessary to finance its operations and to explore the Cheyenne River
Prospect.  Lower oil and gas prices may also reduce the amount of oil
and gas, if any, that can be produced economically from the Registrant's
properties.

Regulation

     The oil and gas industry is subject to extensive federal, state and
local laws and regulations governing the production, transportation and
sale of hydrocarbons as well as the taxation of income resulting therefrom.
Legislation effecting the oil and gas industry is under constant review for
amendment or expansion, frequently increasing the regulatory burden.
Numerous departments and agencies, both federal and state, are authorized
by statute to issue, and have issued, rules and regulations applicable to
the oil and gas industry that are often difficult and costly to comply with
and that may carry substantial penalties for failure to comply.  The
regulations also generally specify, among other things, the extent to which
acreage may be acquired or relinquished, permits necessary for drilling
of wells, spacing of wells, measures required for preventing waste of oil
and gas resources and, in some cases, rates of production.  The heavy and
increasing regulatory burdens on the oil and gas industry increase the
costs of doing business and, consequently affect profitability.

     A substantial portion of the leases which constitute the Cheyenne River
Prospect are granted by the federal government and administered by the
Bureau of Land Management ("BLM") and the Minerals Management Service
("MMS") of the U.S. Department of the Interior, both of which are federal
agencies.  Such leases are issued through competitive bidding, contain
relatively standardized terms and require compliance with detailed BLM and
MMS regulations and orders (which are subject to change by the BLM and the
MMS).  Leases are also accompanied by stipulations imposing restrictions on
surface use and operations.  Operations to be conducted by the Company on
federal oil and gas leases must comply with numerous regulatory restrictions,
including various nondiscrimination statutes.  Federal leases also generally
require a complete environmental impact assessment prior to the authorization
of an exploration or development plan.

     The Registrant's oil and gas properties and operations are subject to
numerous federal, state and local laws and regulations relating to
environmental protection. These laws govern, among other things, the
amounts and types of substances and materials that may be released into
the environment, the issuance of permits in connection with exploration,
drilling and production activities, the release of emissions into the
atmosphere, the discharge and disposition of generated waste materials,
the reclamation and abandonment of wells and facility sites and the
remediation of contaminated sites.  These laws and regulations may
impose substantial liabilities for the Company's failure to comply with
them or for any contamination resulting from the Company's operations.
In addition, the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), also known as the "Superfund" law, imposes
liability on certain classes of persons that are considered responsible
for the release of a "hazardous substance" into the environment, without
regard to fault or to the legality of the original conduct.
The persons include the owner or operator of the disposal site where
the release occurred and companies that disposed or arranged for the
disposal of hazardous substances found at the site.  Persons who are or
were responsible for releases of hazardous substances under CERCLA may
be subject to joint and several liability for the costs of cleaning up
the damages to natural resources, and it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury,
property damage and recovery of response costs allegedly caused by the
hazardous substances released into the environment.  The Federal Resource
Conservation and Recovery Act and comparable state statues regulate
the storage, treatment and disposal of wastes, including hazardous
wastes.

     Although the Registrant is not aware of any circumstances which
would cause the Registrant to be in violation of any regulation, if
the Registrant engages in the exploration of its oil and gas, substantial
costs are expected to be required to comply with applicable regulations
and costs and delays associated with such compliance could materially
affect the economics of a given project, cause material changes or delays
in the Registrant's intended activities or inhibit the development
of an oil or gas property.  The effect of any future regulation on the
Registrant's operations cannot be determined at this time, although
any increase in the cost of the Registrant's operations as a result of
future regulations could have a material adverse impact on the Registrant.

Employees

     The Registrant presently has three officers, (1) Mr. Albert E.
Whitehead, Chairman of the Board and Chief Executive Officer who devotes a
substantial part of his working time to the affairs of the Registrant,
(2) Mr. Thomas R. Bradley, its President, who devotes all of his working
time to the affairs of the Registrant, and (3) Mrs. Jane Bradley, Mr.
Bradley's wife, who serves as corporate Secretary and Treasurer of the
Registrant, is not compensated for so serving, has no active role and
devotes a de minimis amount of time to the Registrant's affairs.  The
Registrant also employs one full time secretary.

     The Registrant may enter into consulting agreements with
independent geologists and other consultants until the Registrant's
operations are sufficiently established to warrant expanding its management
team.  In addition, any exploration work, such as drilling, with respect to
the Registrant's properties would be performed by independent contractors.
The Registrant will be required to compete with companies with greater
financial resources for the qualified geologists, independent contractors
and other personnel necessary to operate its business.  There can be no
assurance that the Registrant will be able to attract and retain the
qualified personnel required for the successful exploration and development
of its properties.

ITEM 2. PROPERTIES

Cheyenne River Prospect
Powder River Basin, Wyoming

     The Cheyenne River Prospect consists of approximately 100,000 acres of
federal, state and fee leases within Campbell, Converse, Niobrara and
Weston Counties in Wyoming.  The Cheyenne River Prospect consists of
gently rolling ranch land with a substantial network of ranch roads which
permit easy access.  The prospect is located in a mature producing area
with an established pipeline and service network.

     Numerous wells were drilled within the project area in the 1950's through
the 1970's with initial potential flowing rates in the range of 200 to
1,500 barrels of oil per day.  Management believes that these wells may
identify a fractured reservoir with the potential for significant oil and gas
production.  Management seeks to employ horizontal drilling technology to
test the reservoir.  Horizontal drilling technology has been used
successfully to develop fractured oil bearing formations worldwide.

     Pursuant to a Farmout Agreement, a test well has been drilled on the
prospect using horizontal drilling technology, and the drilling participants
have earned interests in the prospect.  See "Business - Oil and Gas
Prospect."

     The Registrant's leases in the Cheyenne River Prospect are predominately
federal leases.  The Registrant's federal leases in the Timber Draw Federal
Drilling Unit (relating to approximately 20,661 acres) within the Cheyenne
River Prospect have been extended by the Timber Draw 1-AH oil well for so
long as it produces oil or gas.  There is a possibility of expanding the
Timber Draw Federal Drilling Unit which would allow the Registrant to
include additional of its federal leases in the Unit, thereby extending
their terms for so long as oil and gas is produced from the Unit.  The
balance of the Registrant's leases in the Cheyenne River Prospect are state
and fee leases most of which have initial terms of approximately five years,
with two to three remaining.  Although some of these could be protected by
drilling, it is unlikely that all could be drilled during the remaining
terms and some will expire.  The Registrant expects that leases critical
to the prospect will be renewed unless otherwise protected by drilling and
producing operations.

Net Smelter Interest

     Prior to 1995, the Registrant acquired interests in, and conducted
surface geology, mapping, sampling and staking of claims on, six gold
mining prospects.  During or before August 1999, the Registrant relinquished
its interest in all of its gold mining prospects, but retained a 1% net
smelter interest in two properties.

ITEM 3. LEGAL PROCEEDINGS

     The Registrant is not a party to any pending or threatened legal actions.

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

     Not applicable

                                       PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

     The Registrant's Common Stock was listed for trading effective December
21, 1992 by the OTC Bulletin Board and the National Quotation Bureau
"Pink Sheets."  The Registrant's trading symbol for the OTC Bulletin Board is
"AREC."  At the close of business on December 31, 2000, the holders of record
of the Registrant's Common Stock numbered 161.  High and low bid prices for
the Registrant's Common Stock for each quarter within the fiscal years ending
December 31, 2000 and 1999 as reported by the OTC Bulletin Board were as
follows:
<TABLE>
<CAPTION>
                                         LOW BID         HIGH BID
<S>                                      <C>             <C>
Quarter Ended March 31, 1999             0.2500          0.3750
Quarter Ended June 30, 1999              0.2500          0.3125
Quarter Ended September 30, 1999         0.2500          0.6563
Quarter Ended December 31, 1999          0.2812          0.6875
Quarter Ended March 31, 2000             0.3750          0.8750
Quarter Ended June 30, 2000              0.2188          0.4688
Quarter Ended September 30, 2000         0.2813          0.8438
Quarter Ended December 31, 2000          0.5313          0.8750
</TABLE>

     Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

     The Registrant has never paid any dividends and, due to the present
nature of its business activity, payment of dividends is not presently
anticipated.

ITEM 6. PLAN OF OPERATION

     As of March 15, 2001, the Registrant had approximately $130,421 cash
on hand, which amount includes the proceeds of a $150,000 sale
of its common stock which was effected in January 2001.  The Registrant
expects that its cash on hand will be sufficient to fund its operations for
the next 12 months.  The Registrant's material commitments consist of annual
lease payments on the Cheyenne River Prospect of approximately $142,882, of
which $102,942 were paid in March 2001, with $40,424 of this amount paid
by the Registrant and the balance of $62,518 paid by the parties to the
Farmount Agreement in the Cheyenne River Prospect. The Registrant's
additional commitments consist of office lease payments of
$3,568.58 per month, and the salary of one secretary.  In January 2000,
the Registrant sublet a portion of its office space at $1,000.00 per month.
Mr. Whitehead serves as an executive officer of the Registrant without
compensation.  Pending receipt of additional capital by the Registrant,
Mr. Bradley suspended his salary during 1999 and, effective January 1, 2000,
agreed to serve as an executive officer without compensation.  The Registrant
has a recorded an accrued liability of $55,339.00 as of December 31, 2000
which represents the amount of Mr. Bradley's suspended salary payments
during 1999.

    On April 4, 2000, the Registrant sold 666,666 shares of its Common
Stock at a purchase price of $200,000 to one accredited investor in a
private placement under Section 4(2) of the Securities Act.  The
Registrant used the proceeds of this offering for working capital purposes.
A $150,000 sale of its common stock was made to Empire Petroleum
in January 2001 as a provision of the Farmout Agreement with Empire for
drilling the test well on the Registrant's Cheyenne River Prospect.  In
March 1999, the Registrant borrowed $105,000 from Albert E. Whitehead
Living Trust pursuant to a promissory note due March 15, 2000 earning
interest at the rate of 10% per annum (the "AEW Note").  The proceeds
of this loan were used to pay lease rentals on the Cheyenne River Prospect.
The AEW Trust also paid the Registrant's day-to-day operating expenses from
April through September 1999 including, without limitation, the monthly
office lease payments and the salary of the Registrant's secretary.
Amounts paid by Mr. Whitehead were added to the principal of the AEW Note
which was $172,754.00 as of December 31, 1999 and $185,508 as of March 15,
2000. On March 15, 2000, the Registrant issued a convertible promissory note
due March 15, 2001 in the principal amount of $295,508 to the AEW Trust,
bearing interest at the rate of 10% per annum and convertible into shares
of the Registrant's common stock at the price of $0.4370 per share, which
represented the market price of the Registrant's common stock on such date.
The convertible note was issued to the AEW Trust in consideration of the
surrender of the original AEW Note and the advancement of an additional
$110,000 to the Registrant by the AEW Trust.  The proceeds of this
additional loan were used to pay lease rentals on the Cheyenne River
Prospect.  On March 1, 2001, Albert E. Whitehead, as Trustee of the AEW Trust,
exercised the right to convert this note to shares of the Registrant's
common stock and received 748,319 restricted shares covering the principal
and interest due on this note at March 1, 2001.  Mr. Whitehead requested
that this new share issue be divided equally between AEW Trust and the
Lacy E. Whitehead Living Trust (Lacy E. Whitehead is Mr. Whitehead's spouse
and Mr. Whitehead disclaims any interest in her shares in the Registrant).

     In July 1999, the Registrant notified the lessors of 94 of the claims
in its Jessup gold exploration property in Nevada, that it was canceling its
lease agreement with them.  In August 1999, the Registrant transferred
its interest in the Verlee and Pancake Summit properties in Nevada to
third parties by quitclaim deed in exchange for a 1% net smelter interest
in those properties.  In August 1999, the Registrant relinquised the
remainder of its gold exploration properties to concentrate its activities
on its Cheyenne River Prospect.  As a result of the cancellation of
the leases on the Registrant's gold exploration property located in
Churchill County, Nevada (the "Jessup Property"), the transfer of its
interests in the Verlee and Pancake Summit Prospects and the decision
to relinquish its other gold exploration properties, the Registrant
wrote off $793,266.37 of its assets as of September 30, 1999.

     The Registrant funded its operations during 1998 through amounts received
from Echo Bay Exploration Inc. ("Echo Bay") a subsidiary of Echo Bay Mines
LTD., Denver, Colorado pursuant to a Heads of Agreement covering exploration
of its Jessup Property and by borrowing from, and stock issuances to,
directors of the Registrant.  In September 1997, the Registrant borrowed
$20,000 from the Albert E. Whitehead Living Trust pursuant to the terms of
a 6% Convertible Note due September 23, 1998.  In November 1997, Echo Bay
elected to continue its work program during 1998 and paid an additional
$100,000 to the Registrant.  In March 1998, the Registrant raised an
additional $275,000 through the issuance of 1,375,000 shares of Common
Stock to Mr. Whitehead and agreed to use substantially all of the proceeds
of this issuance to fund its acquisition of oil and gas leases on the
Cheyenne River Prospect.  On April 1, 1998, the Albert E. Whitehead Living
Trust converted its note into shares of Common Stock of the Registrant at
a purchase price of  $0.15 per share.  In June 1998, Messrs. Whitehead
and Plewes, directors of the Registrant purchased an aggregate of
533,332 shares of Common Stock upon exercise of previously issued stock
options at an exercise price of $0.68 per share, which provided
$362,499 in additional working capital to the Registrant.

     Exploration for oil and gas is highly speculative and involves greater
risks than many other businesses.  Oil and gas and development is
frequently marked by unprofitable efforts, not only from unproductive
prospects, but also from producing prospects which do not produce
sufficient amounts to return a profit on the amount expended.
Accordingly, there can be no assurance that the Registrant will be
able to discover, develop or produce sufficient reserves to recover the
expenses incurred in connection with the exploration of its properties,
to fund additional exploration or to achieve profitability.

     The Registrant does not at this time expect any significant change
in the number of its employees during 2001.  If the Registrant is successful
in raising additional capital, it will employ part-time or temporary persons
and consultants in situations where special expertise is required.

	During 2001, the Registrant intends to continue to work with Empire
to test and, if economically feasible, to exploit the Timber Draw 1-AH well
and to further evaluate the Cheyenne River Prospect.  Empire had indicated to
the Registrant that is may exercise its option to drill a second test well on
the Prospect to earn an interest in 40,000 acres of the prospect pursuant to
the Farmout Agreement.  If the results of tests being conducted on the Timber
Draw 1-AH well are satisfactory, drilling may commence on the second test well
in June or July of 2001.  However, there can be no assurance that a second
test well will be drilled or successfully completed.

ITEM 7.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                     AMERICOMM RESOURCES CORPORATION
                      INDEX TO FINANCIAL STATEMENTS

                                                          PAGE
<S>                                                       <C>
Independent Auditors' Report                              F-2

Balance Sheet - December 31, 2000                         F-3

Statements of Income - For the Years Ended
  December 31, 2000 and 1999                              F-4

Statements for Changes in Stockholders' Equity -
  For the Years Ended December 31, 2000 and 1999          F-5

Statements of Cash Flows - For the Years Ended
  December 31, 2000 and 1999                              F-6

Notes to Financial Statements                             F-7

All schedules are omitted as the required information is either
inapplicable or presented in the finacial statements or accompanying
notes
</TABLE>
                        MAGEE RAUSCH & SHELTON, LLP
                        Certified Public Accountants
                           1856 East 15th Street
                           Tulsa, Oklahoma  74159
                             PH: 918-744-0191
                            FAX: 918-744-5810


To the Board of Directors and Stockholders
Americomm Resources Corporation
Tulsa, Oklahoma

                            Independent Auditor's Report

We have audited the accompanying balance sheet of Americomm Resources
Corporation as of December 31, 2000 and the related statements of income,
changes in stockholders' equity (deficiency) and cash flows for the years
ended December 31, 2000 and 1999 respectively.  These financial statements
are the responsibility of Americomm Resources Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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 financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our 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 Americomm Resources
Corporation at December 31, 2000, and the results of its operations and its
cash flows for the years ended December 31, 2000 and 1999 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 a note to the
financial statements, the company has suffered recurring losses from
operations that raise substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to those matters are also
described in the note.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Magee Raush & Shelton LLP

February 9, 2001

<TABLE>
                            AMERICOMM RESOURCES CORPORATION

                                     BALANCE SHEET

                                   DECEMBER 31, 2000
<CAPTION>
                                        ASSETS
<S>                                       <C>
Current assets:
  Cash and cash equivalents               $ 13,000
  Accounts Receivable                       35,604
  Prepaid expenses                           3,569
                                       ___________

     Total Current Assets                   52,137
                                       ___________

Investments in prospects                   881,407
Property and equipment net of
  accumulated depreciation of $5,197         9,358
                                       ___________
                                           890,765
                                       ___________

                                          $942,938
                                       ___________

</TABLE>
<TABLE>
<CAPTION>
                         LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                       <C>
Current liabilities:
  Accrued payroll and payroll
    taxes                                 $ 55,339
  Accrued interest - related party          39,691
  Note payable - related party             282,754
                                           _________

     Total current liabilities            $377,784

Stockholders' equity:
  Common stock, $.001 par value;
    authorized 50,000,000 shares,
    14,879,721 shares outstanding,
    with 132 shares held in treasury        14,880
  Capital in excess of par value         2,365,528
  Retained earnings (deficit)           (1,815,254)
                                          __________
     Total stockholders' equity           $565,154
                                          __________
                                          $942,938
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
                             AMERICOMM RESOURCES CORPORATION

                                 STATEMENTS OF INCOME

                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<CAPTION>
                                         For the Years Ended December 31,
                                         _______________________________
                                              2000            1999
                                         ______________   ______________
<S>                                      <C>              <C>
Revenues:
  Interest income                              3,080              890
                                         ______________   ______________
     Total income                              3,080              890
                                         ______________   ______________

Costs and expenses:
  General and administrative expenses        138,098          184,850
  Disposal of assets                               -          793,266
  Interest expense                            26,015           13,676
                                         ______________   ______________
     Total costs and expenses                164,113          991,792
                                         ______________   ______________
     Net income (loss)                   $  (161,033)     $  (990,902)
                                         ______________   ______________

     Net income (loss) per common share  $      (.01)     $      (.07)
                                         ______________   ______________
Weighted average number of common
  shares outstanding                      14,712,921       13,962,921
                                         ______________   ______________
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
                             AMERICOMM RESOURCES CORPORATION

                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                      FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<CAPTION>
                 COMMON STOCK
                 _________________
                                             Capital in
                             Par             Excess of  Retained
                 Shares      Value  Amount   Par Value  Earnings   Total
                 ____________________________________________________________
<S>              <C>         <C>    <C>      <C>        <C>        <C>
BALANCES,
Jan. 1, 1999    $13,879,721 $.001   $13,879  $2,066,529 $(663,319) $1,417,089
  Net loss                                               (990,902)   (990,902)
  Issuance of
   Common Stock     333,334  .001       333      99,667               100,000
                  _________  ____    ______  __________  ________   _________
BALANCES
Dec. 31, 1999    14,213,055  .001    14,212   2,166,196(1,654,221)    526,187
  Net loss                                               (161,033)   (161,033)
  Issuance of
   Common Stock     666,666  .001       668     199,332               200,000
                 __________  ____   _______  __________ _________  __________

BALANCES
Dec. 31, 2000    14,879,721  .001   $14,880  $2,365,528 $(1,815,254)$ 565,154
                 __________  ____   _______  __________ ___________ __________

<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
                             AMERICOMM RESOURCES CORPORATION

                                 STATEMENTS OF CASH FLOWS

                      FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<CAPTION>
                                         For the Years Ended December 31,
                                         ____________________________________
                                               2000              1999
                                         _________________   ________________
<S>                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                $ (161,033)         $ (990,902)
  Adjustments to reconcile net loss
   to net cash provided by operating
   activities:
    Depreciation expense                       2,079               2,079
    Disposal of Assets                             -              793,266
 Changes in operating assets and
      liabilities:
      Accounts Receivable                    (35,604)                  -
      Prepaid expenses                          (325)                  -
      Deposits                                 3,244                   -
      Accruals                                25,329              67,019
                                         _________________   ________________
        Total adjustments                      5,277             862,364
        Net cash used by operating
           activities                    $  (166,310)        $  (128,538)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash payments for investments in
   prospects                                (153,843)           (195,286)
                                         ________________   _________________
       Net cash used in
           investing activities             (153,843)           (195,286)
                                         ________________   _________________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                   200,000             100,000
  Proceeds from note payable-related party   110,000             172,752
                                         ________________   _________________
      Net cash provided by financing
          activities                         310,000             272,752
                                         ________________   _________________
Net decrease in cash and cash
  equivalents                                (10,153)            (51,072)

Cash and cash equivalents, beginning
  of year                                     23,153              74,225
                                         ________________   _________________
Cash and cash equivalents, end of year   $    13,000         $    23,153
                                         ________________   _________________

Supplemental Disclosures
  Interest expense paid                            0                   0
                                         ________________   _________________
  Income taxes paid                                0                   0
                                         ________________   _________________
<FN>
See accompanying notes to financial statements.
</TABLE>
                             AMERICOMM RESOURCES CORPORATION

                              NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 2000 AND 1999

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General - Americomm Resources Corporation ("Company") was originally
incorporated in the State of Utah on the 22nd day of August 1983, as
Chambers Energy Corporation.  On the 7th day of March 1985, the state
of incorporation was changed to Delaware by means of a merger with
Americomm Corporation, a Delaware corporation formed for the purpose
of effecting the said change.  In July 1995, the Company changed its
name to Americomm Resources Corporation.  The Company is involved in
oil and gas exploration.

Basis of Accounting - Assets, liabilities, revenues and expenses are
recognized on the accrual method of accounting for financial statement
presentation.

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 reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reported period.  Actual results could differ from those estimates.

Property and Equipment - Property and equipment are carried at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the property and equipment.  When assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is reflected
in income for the period.  The cost maintenance and repairs is charged
to income as incurred, whereas significant renewals and betterments are
capitalized and deduction is made for retirements resulting from the
renewals or betterments.  Depreciation expense was $2,079 for
the years ended December 31, 2000 and 1999, respectively.

Income Taxes - The Company accounts for income taxes in accordance with the
asset and liability method of accounting for income taxes set forth in
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes.  Under the asset and liability method of Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carry forwards.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
the taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.

Cash and Cash equivalents - For purposes of the statement of cash flows,
the Company considers all cash in checking or savings accounts to be cash
equivalents.

NOTE PAYABLE - RELATED PARTY:

As of December 31, 2000 and 1999, the Company had a note payable of
$282,754 and $172,752 respectively, to a director/shareholder, including
the original amount of the note of $110,000 and $105,000, and additional
amounts of $67,752 of accrued operating expenses paid by the director/
shareholder.  Interest is accrued at 10 percent per annum and will be paid
upon maturity of the note on March 15, 2001.  The director/shareholder
as of December 31, 2000 has the option to convert the debt to common stock
at any time before to March 15, 2001 at $.4370 per share.  At December 31,
2000, the shareholder has not opted to convert the debt.  Accrued interest
as of December 31, 2000 was $39,691 and $13,676, respectively.

DISPOSAL OF ASSETS:

The Company relinquished its rights and terminated any remaining obligations
under the lease agreements of its various gold prospects, in order to
concentrate its resources on its oil and gas prospects.  The disposal of the
gold prospects resulted in a loss of $793,266 for the year ended December
31, 1999.

INCOME TAXES:

The Company has net operating loss carryovers of approximately
$856,000 that expire from the years 2005 to 2020.

The deferred tax assets related to these items are as follows:
<TABLE>
<S>                                                   <C>
     Net operating loss carryover                     $342,000

     Less valuation allowance                          342,000
                                                      ________
     Net deferred tax asset                           $      0
</TABLE>                                              ________

CAPITAL STOCK:

As outlined in these footnotes, the Company has outstanding options with
various parties to purchase its common stock.  Due to the stock's market
price, these shares have not been included in the weighted average shares
computation.

OPERATING LEASE:

The Company leases office space under an operating lease agreement with
an unrelated party which will expire in 2003.  The lease calls for monthly
lease payments of $3,244 for years one and two and then monthly lease
payments of $3,569 for year three, and $3,893 for years four and five.
The future minimum lease payments under the operating lease are as follows:

                2001                   $   44,769
                2002                       46,716
                2003                       23,358

The Company currently sublets part of its office space on a month-to-month
Basis for approximately $1,000 per month.

Rent expense for the year ended December 31, 2000 and 1999 was $29,877 and
$38,930, respectively.

STOCK OPTION PLAN:

The Company has a stock option plan.  Under the plan adopted in 1995, the
Company may grant options for up to 1,600,000 shares of common stock.  The
compensation committee of the Board of Directors has sole discretion for
the granting of these options.  The exercise price of these options is the
fair market value on the date of grant.  The following stock options are
Outstanding at December 31, 2000:
<TABLE>
<CAPTION>
                             Year        Shares Under
                             Granted     Options         Expiration
                             _______________________________________
<S>                          <C>        <C>              <C>
Officer/Employee             1995       66,666          06/14/05

Officer/Employee             1996      200,000          10/11/06

Others                       1996       10,000          11/28/06

Officer/Employee             1998      100,000          07/09/08

Directors                    1998      300,000          07/09/08

Others                       2000       25,000          03/15/10

Officer/Employee             2000       70,000          03/15/10

Directors                    2000      210,000          03/15/10
                                      _________

                                       981,666
                                      _________

The effect of the exercising of these options has not been included in the
calculation of earnings per share.
</TABLE>

CONCENTRATION OF CREDIT RISK:

The Company's financial instruments exposed to concentrations of credit
risk consist primarily of cash equivalents.  The Company maintains its
cash balances at one financial institution.  The balance is insured by
the Federal Deposit Insurance Corporation up to $100,000.  At December
31, 2000 and 1999, the Company's deposits were not in excess of the
amount insured by the Federal Deposit Insurance Corporation.

GOING CONCERN:

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  The Company has suffered
recurring losses from operations and has limited liquid assets that
raise substantial doubt about its ability to continue as a going concern.
Recurring net losses have resulted in the reported deficit of retained
earnings of $1,815,254 on the balance sheet at December 31, 2000.

As of February 2001, the Company raised an additional $150,000 through
the sale of 375,000 shares of common stock to one investor at $0.40
per share.  The Company expects the proceeds of this private placement
to finance it's operational expenses for approximately twelve months.
The Company will be required to raise additional capital, or enter into
arrangements with third parties, to finance the exploration of it's
properties.  During December 2000, the Company discovered oil and gas
on its Cheyenne River Prospect.  This property has the potential to
improve the Company's operating activity.  The Company's continued existence
is also dependent upon the cooperation and support of it's officers and
directors.

ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES.

         Not applicable.

                                   PART III

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

     The following table gives certain information concerning the directors
and executive officers of the Registrant.  Each person shown as a director
serves for a one-year term and until his successor is elected and qualified
and each person shown as an officer serves at the discretion of the board of
directors.
<TABLE>
<CAPTION>
Name                      Age   Position       Officer Since  Director Since
                          ___   _____________  _____________  ______________
<S>                       <C>   <C>            <C>            <C>
Albert E. Whitehead       71    Chairman of the
                                Board & Chief
                                Executive Officer,
                                Director       March, 1998    December, 1991

Thomas R. Bradley (1)     77    President and
                                Director       March, 1985    March, 1985

Jane Bradley (1)          77    Secretary/
                                Treasurer      December, 1991 N/A

John C. Kinard            67    Director       N/A            June, 1998

George H. Plewes          61    Director       N/A            May, 1995
________________________________________
(1)  The Bradley's are husband and wife
</TABLE>
     Mr. Bradley has served as President of the Registrant since December
1991 and served as Executive Vice President of the Registrant from March
1985 to December 1991.  Mr. Bradley is also the owner of Bradley & Associates
Marketing, a sole proprietorship consulting firm providing domestic and
foreign sales and marketing management services to small manufacturers.  From
January 1987 to March 1990, Mr. Bradley was also a partner in Capstone
Communications, an industrial advertising agency.

     Mrs. Bradley has not been employed for the past five years.

     Mr. Whitehead has served as Chairman of the Board since March 1998.
Mr. Whitehead is an investor and formerly served as the Chairman and Chief
Executive Officer of Seven Seas Petroleum Inc., a publicly held company
engaged in international oil and gas exploration from February 1995 to
May 1997.  From April 1987 through January 1995, Mr. Whitehead served as
Chairman and Chief Executive Officer of Garnet Resources Corporation, a
publicly held oil and gas exploration and development company.

     Mr. Kinard has served as President of the Remuda Corporation, a private
oil and gas exploration company, since 1967.  From 1990 through December 1995,
Mr. Kinard also served as President of Glen Petroleum, Inc., a private oil
and gas exploration company.  Mr. Kinard has also served as the Chairman of
Envirosolutions UK Ltd., a private industrial wastewater treatment company
since 1990.

     Mr. Plewes has served as Chairman of Southwestern Gold Corporation, Inc.
since 1992 and as Chairman of Trans Atlantic Petroleum Corp., a Canadian
Public oil exploration and production company in the United States, since
1990.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth for each of the last three fiscal years
information concerning all compensation received by the Registrant's
executive officers for all services rendered to the Registrant.  No other
compensation was received by such person or by any other person for services
as an executive officer of the Corporation.
<TABLE>
<CAPTION>
                             Summary Compensation Table

                                               Annual Compensation

                                                               Long Term
                                                               Compensation

                                                               Securities
                                               Other Annual    Underlying
Name & Principal Position    Year    Salary    Compensation    Options
_________________________    ____  __________  _______________ ______________
<S>
                             <C>   <C>         <C>             <C>
Albert E. Whitehead          2000  $  -0-      -0-              70,000
Chairman and Chief Executive 1999  $  -0-      -0-              -0-
Officer                      1998  $  -0-      -0-             100,000

Thomas R. Bradley            2000  $  -0-      -0-              70,000
President                    1999  $13,542(1)  -0-              -0-
                             1998  $50,500     -0-             100,000

(1)Does not include $55,339 of accrued salary for services rendered in 1999
   which amount has been accrued by the Registrant and may be paid if the
   Registrant is successful in raising additional capital.
</TABLE>

                             Option Grants in Last Fiscal Year

	The following table sets forth information regarding the grant of
options in the last fiscal year to the Company's executive officers.
<TABLE>
<CAPTION>
                            Individual Grants

                      Number of
                      Securities   % of Total
                      Underlying   Options Granted  Exercise or
                      Option       to Employees in  Base Price   Expiration
Name                  Granted (1)  Fiscal Year      ($/Share)    Date
<S>                   <C>          <C>              <C>          <C>
Albert E. Whitehead   70,000        50%             .04370       3/15/10

Thomas R. Bradley     70,000        50%             .04370       3/15/10

_____________________________
(1)  These options were fully exercisable as of the date of grant.
</TABLE>

               Aggregated Option Exercises in Last Fiscal Year
                    and Fiscal Year-End Option Values

     The following table sets forth option exercise activity in the last
fiscal year and fiscal year-end option values with respect to the
Registrant's only executive officers at year end.
<TABLE>
<CAPTION>
                                                          Value of Unexercised
                                    No. of Unexercised    In-the-Money Options
                                    Options at FY-End (#) at FY-End ($)
                                    _____________________ ____________________

           Shares
           Acquired on  Value
Name       Exercise     Realized($)  Exercis Unexercis    Exercis Unexercis
<S>        <C>          <C>          <C>     <C>          <C>     <C>

Albert E.
 Whitehead  -            -          170,000   -           $26,250  -
Thomas R
 Bradley    -            -          436,666   -           $61,533  -

________________________________
(1) Value of unexercised in-the-money options at December 31, 2000 is
    Calculated based on the average of the closing bid and asked prices
    Per share of the Registrant's common stock of $0.812 per share on
    the last trading day of 2000, less the option exercise price.

</TABLE>

Director's Fees

     No director's fees were paid during the fiscal year ended December 31,
2000.  On March 15, 2000, each director was granted a stock option entitling
him to purchase 70,000 shares of the Registrant's Common Stock at an exercise
price of $0.4370 per share.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities and Exchange Act of 1934 requires
Directors and executive officers of the Registrant and persons who
beneficially own more than 10% of the Registrant's common stock to file
reports of ownership and changes in ownership of the Registrant's common
stock with the Securities and Exchange Commission.  The Registrant is
required to disclose delinquent filings of reports by such persons except
as follows.  Albert E. Whitehead, Chairman, Chief Executive Officer and a
director of the Company, was late in Filing one report with respect to one
transaction.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows certain information, as of March 15, 2001,
concerning ownership of the Registrant's only class of outstanding securities,
common stock, by each of the Registrant's directors, and executive officers,
and by the Registrant's directors and executive officers as a group and by
other persons known to the Registrant to beneficially own more than five
percent thereof:

<TABLE>
<CAPTION>
Name and Address             Amount and Nature
of Beneficial Owner        of Beneficial Ownership(1)  Percent of Class(1)
___________________        _______________________     ________________

<S>                        <C>                         <C>
Albert E. Whitehead        3,539,537 (2)               20.8%
2440 S. Terwilleger Blvd.
Tulsa, OK  74114

George H. Plewes             436,666 (3)                2.6%
The Regency
Margaret Suite
22 Cavendish Road
Pembroke HM19
Bermuda

Thomas R. Bradley            970,000 (4)                5.7%
6617 South New Haven
Tulsa, OK  74136

John C. Kinard               481,331 (5)                2.8%
240 Cook Street
Denver, CO  80206-0590

Directors and Executive Officers as a Group:

(4 persons)                5,376,105 (6)               31.7%

Other Five Percent Owners:

Southwestern Gold          1,333,333 (7)                7.9%
   Corporation
P. O. Box 10102
#1650-701 West Georgia Street
Vancouver, B.C.  V7Y 1C6
Canada

Louis Marx, Jr.            1,000,000                    5.9%
667 Madison Avenue
New York, New York 10021
_________________________________
(1) Except as set forth below, to the best of the Registrant's knowledge,
    each beneficial owner has sole voting power and sole investment power.
    For each individual, the beneficial ownership information set forth
    above includes shares currently issuable upon exercise of outstanding
    stock options granted to such individuals.  Percentage ownership is
    based on 16,984,574 shares outstanding as of March 15, 2001.  Shares of
    common stock issuable within 60 days of March 15, 2001 upon exercise of
    stock options or conversion of convertible securities are deemed to be
    outstanding and to be beneficially owned by the person holding the
    option or convertible security for the purpose of computing the
    percentage ownership of such person but are not treated as outstanding
    for the purpose of computing the percentage ownership of any other person.
(2) Includes 876,111 shares owned by Mr. Whitehead's spouse in which he
    disclaims any interest, and 170,000 shares issuable upon exercise of a
    vested stock options.
(3) Includes 170,000 shares issuable upon exercise of a vested stock options.
    Does not include shares beneficially owned by Southwestern Gold
    Corporation, of which Mr. Plewes is the Chairman.
(4) Includes 436,666 shares issuable upon exercise of a vested stock options.
(5) Includes 150,000 shares owned by Mr. Kinard's spouse in which he disclaims
    interest and 170,000 shares issuable upon exercise of a vested stock
    options.
(6) Includes shares issuable upon exercise of a vested stock option.
(7) Shares are held by Southwestern Gold U.S.A., Inc., a wholly-owned
    subsidiary of Southwestern Gold Corporation.
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In March 1999, the Registrant borrowed $105,000 from the Albert E.
Whitehead Living Trust pursuant to a promissory note due March 15, 2000
earning interest at the rate of 10% per annum (the "AEW Note").  The AEW
Trust is a revocable trust for the benefit of Mr. Whitehead's spouse. Mr.
Whitehead, a director, executive officer and significant shareholder of the
Registrant, is the settlor and trustee of the AEW Trust.  The proceeds
of this loan were used to pay lease rentals on the Cheyenne River Prospect.
The AEW Trust also paid the Registrant's day-to-day operating expenses
from April through September 1999 including, without limitation, the
monthly office lease payments and the salary of the Registrant's secretary.
Amounts paid by Mr. Whitehead were added to the principal of the AEW Note
which was $172,754.00 as of December 31, 1999 and $185,508 as of March 15,
2000.  On March 15, 2000, the Registrant issued a convertible promissory note
due March 15, 2001 in the principal amount of $295,508 to the AEW Trust,
bearing interest at the rate of 10% per annum and convertible into shares of
the Registrant's common stock at a price of $0.4370 per share, which
represented the market price of the Registrant's common stock on such date.
The convertible note was issued to the AEW Trust in consideration of the
surrender of the original AEW Note and the advancement of an additional
$110,000 to the Registrant by the AEW Trust.  The proceeds of this additional
loan were used to pay lease rentals on the Cheyenne River Prospect.  On
March 1, 2001 Albert E. Whitehead, as trustee of the AEW Trust, exercised
the right to convert this note to shares of the Registrant's common stock
and received 748,319 shares covering the principal and interest due on this
note at March 1, 2001.  Mr. Whitehead requested that this new share issue be
divided equally between the AEW Trust and the Lacy E. Whitehead Living Trust
(Lacy E. Whitehead is Mr. Whitehead's spouse and Mr. Whitehead disclaims any
interest in her shares in the Registrant).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

(a)  Exhibits

Exhibit                                          Page(s) of this Form or
Number     Exhibit Description                   Report Previously Filed*
______     ___________________                   ________________________
<S>        <C>                                   <C>
3          Articles of Incorporation, as
           amended, and Bylaws

           (a) Articles of Incorporation,        Form 10-QSB for quarter
               as amended                        ended September 30, 1995
                                                 as filed November 6, 1995

           (b) Bylaws, as amended                Form 10-QSB for quarter
                                                 ended March 31, 1998
                                                 as filed May 15, 1998

4          Instruments defining the rights of
           security holders including
           debentures

           (a) Excerpts from Articles of         Form 10-QSB for quarter
               Incorporation, as amended         ended September 30, 1995
                                                 as filed November 6, 1995

           (b) Excerpts from Bylaws, as          Form 10-QSB for quarter
               amended                           ended March 31, 1998
                                                 as filed May 15, 1998

10         Material Contracts

           (a) 1995 Stock Option Plan**          Proxy Statement dated
                                                 June 13, 1995
                                                 as filed June 14, 1995

           (b) Form of Stock Option Agreement**  Form 10-KSB for the year
                                                 ended December 31, 1995
                                                 as filed March 29, 1996

           (c) Americomm Cheyenne River          Form 10-QSB for the
               Prospect Agreement by and         quarter ended June 30,
               among the Registrant, Fred        1998
               S. Jensen, Richard A. Bate,       as filed August 12, 1998
               A. R. Briggs and Thomas L.
               Thompson

           (d) Promissory Note date March 15,    Form 10-QSB/A for
               2000 issued to Albert E.          the quarter ended March
               Whitehead Living Trust            31, 2000
                                                 as filed November 14, 2000

           (e) Farmout Agreement dated           Filed herewith
               November 15, 2000 among
               the Registrant and the
               other parties named therein

28         Common stock certificates             Amendment No. 2 Form 10
                                                 Registration Statement filed
                                                 September 17, 1992

*          Incorporated herein by reference
**         Compensatory plan or arrangement

(b)        Reports on Form 8-K

           No reports on Form 8-K were filed during the last quarter of the
           period covered by this report.
</TABLE>

                             AMERICOMM RESOURCES CORPORATION

                                      SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized.

                                         AMERICOMM RESOURCES
                                            CORPORATION


March 29, 2001                      By:  /s/Thomas R. Bradley
DATE                                     THOMAS R. BRADLEY
                                         President

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

March 29, 2001                      By:  /s/A. E. Whitehead
                                         A. E. WHITEHEAD, Chief Executive
                                         Officer and Director (Principal
                                         Executive Officer)


March 29, 2001                      By:  /s/Thomas R. Bradley
                                         THOMAS R. BRADLEY, President and
                                         Director (Principal Financial and
                                         Accounting Officer)


March 29, 2001                      By:  /s/George H. Plewes
                                         GEORGE H. PLEWES, Director


March 29, 2001                      By:  /s/John C. Kinard
                                         JOHN C. KINARD, Director

</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.E
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FARMOUT AGREEMENT
<TEXT>

                                FARMOUT AGREEMENT
                                _________________


     This Agreement, made and entered into this 15th day of November,
2000, by and between Americomm Resources Corporation ("Farmor"),
and Empire Petroleum Corporation ("Farmee"), and Nancy Davison Jensen,
individually and as Trustee of the Fred S. Jensen Testamentary Trust,
Richard H. Bate, A.R. Briggs and Thomas L. Thompson ("JBB&T");

     WITNESSETH:

     WHEREAS, Farmor is the owner of U.S. Federal, State of Wyoming and
Fee Lands Oil and Gas Leases covering approximately 100,000 acres of land
in Niobrara, Weston and Converse Counties, Wyoming, as more particularly
described in the lease schedule attached as Exhibit A hereto and in the
map attached as Exhibit B hereto; and

     WHEREAS the net revenue interests owned by Farmor in each of said
leases and the expiration dates thereof are as set forth in Exhibit
A; and

     WHEREAS Farmor has drilled no wells on said leases and there is
no production therefrom; and

     WHEREAS the lands and leases described in Exhibit A and depicted
in Exhibit B are within an area of mutual interest described in
Exhibit C attached hereto and defined by the outline shown in Exhibit
B hereto and known as the Cheyenne River Prospect; and

     WHEREAS Farmor's interest in the Cheyenne River Prospect is subject
to an Agreement dated March 4, 1998 ("Americomm Cheyenne River Prospect
Agreement") and an amendment thereto dated April 9, 1998 ("First Amendment
to Americomm Cheyenne River Prospect Agreement"), which were entered into
by and between Farmor and Fred S. Jensen (now deceased), Richard H. Bate,
A.R. Briggs and Thomas L. Thompson ("JBB&T") under the terms of which JBB&T
are entitled to an overriding royalty in all oil and gas leases acquired by
any party to the Agreement within the Cheyenne River Prospect as specified
in paragraph 1E of the Americomm Cheyenne River Prospect Agreement; and

     WHEREAS JBB&T were entitled to receive and did receive a total of
500,000 shares (125,000 shares each) of the common stock of  Farmor;
and

     WHEREAS Fred S. Jensen was entitled under Paragraph 1E of the Americomm
Cheyenne River Prospect Agreement to receive $1 per net acre prospect fee for
all leases obtained by any party to the agreements within the Cheyenne River
Prospect as a prospect fee which has been paid as to all leases obtained to
date but as to leases of land obtained in the future, such prospect fee, as
well as the overriding royalty to which Fred S. Jensen was entitled, will be
payable to the testamentary devisees of Fred S. Jensen, being Nancy Davison
Jensen (1/2) and Nancy Davison Jensen, Trustee Under the Last Will and
Testament of Fred S. Jensen, Deceased (1/2) and whereas the Agreement between
Farmor and JBB&T contains certain provisions in Paragraphs 6 and 7 thereof
which must be modified to conform to the Agreement between Farmor and Farmee
and

     WHEREAS, in order to permit Farmee to earn agreed interests in the
Cheyenne River Prospect, JBB&T have agreed to modify or waive certain of
their rights under said Paragraphs 6 and 7 of the Americomm Cheyenne River
Prospect Agreement; and

     WHEREAS, pursuant to an Agreement between Farmor and Lawton Clark
dated March 5, 1998, Clark is entitled to receive an overriding royalty
interest of 0.5% of 8/8ths as to all leases obtained by any party to the
Agreement within the Cheyenne River Prospect, subject to reduction for
excess burdens in the same manner as is the overriding royalty interests
of JBB&T; and

     WHEREAS Farmor has caused a federal exploratory unit known as the
Timber Draw Unit, to be formed, which Unit is pending approval by the
Bureau of Land Management, containing approximately 25,000 acres within
the Cheyenne River Prospect and the provisions of the Timber Draw Unit
Agreement require that a well, as more particularly described in Section
9 of the Unit Agreement, be drilled within the Unit within six months
following the approval of the Unit Agreement by the Bureau of Land
Management; and

     WHEREAS the parties recognize that such approval and timely drilling
of a well within the Timber Draw Unit are essential to hold certain leases
owned by Farmor which will otherwise expire, especially United States Oil
and Gas Lease WYW-122892 which includes land within the Timber Draw Unit
and expires December 31, 2000; and

     WHEREAS all parties have agreed that Farmee will commence drilling of
the Initial Earning Well (as hereafter defined) by December 15, 2000, or
as soon thereafter as a drilling rig is available; and

     WHEREAS Farmee has agreed to drill one well in the Timber Draw Unit
sufficient to validate the Timber Draw Unit so as to earn 50% of Farmor's
interest in part of the Cheyenne River Prospect and the parties have further
agreed that Farmee shall have the right, at its option, to drill a second well
as herein specified to earn 50% of Farmor's interest in the remainder of the
Cheyenne River Prospect; and the parties have entered into this Agreement to
define their rights and duties in connection with said wells and transfers of
ownership;

     NOW THEREFORE, in consideration of the payment of $10 and other good
and valuable considerations, receipt of which is acknowledged, and the
mutual promises herein contained, the parties agree as follows:

      1. Approval of Timber Draw Unit
         ____________________________
         Farmor agrees that it will use its best efforts to obtain approval
         of the Timber Draw Unit Agreement by the Bureau of Land Management
         prior to December 1, 2000.


      2. Initial Earning Well - Validating Timber Draw Unit
         __________________________________________________
         Farmee agrees that it will, at its sole cost, risk and expense,
         but with the assistance of Farmor, which shall be reimbursed by
         Farmee for expenses incurred, take all actions necessary to obtain
         drilling permits and other orders from the United States  Bureau of
         Land Management and the Wyoming Oil and Gas Conservation  Commission
         and will drill a well in the Timber Draw Unit as required by Section
         9 of the Timber Draw Unit Agreement at a location approved by  Farmor
         initial Earning Well").  Said well shall be drilled,  and if
         productive in paying quantities, completed for production, within
         such time and in such manner as to satisfy the requirements of
         Section 9 of the Unit Agreement and validate the Unit. Drilling will
         commence by December 15, 2000 or as soon thereafter as a drilling rig
         becomes available.


      3. Unavoidable Delays - Substitute Wells
         _____________________________________
         If, during the drilling of the Initial Earning Well, circumstances
         arise which prevent the drilling of said Well in such a manner as
         to comply with Section 9 of the Unit Agreement and Farmee can
         satisfy the Bureau of Land Management of that fact and obtain
         appropriate extensions of time and other consents necessary to
         permit substituted performance to satisfy the requirements of
         Section 9 of the Unit Agreement, Farmee may drill a substitute
         well or substitute such other performance as may satisfy the
         Bureau of Land Management; provided, however, that a well with a
         horizontal borehole at least 2,000 feet in length in the Newcastle
         and/or Mowry Formations, or such other formation or formations
         as may be agreed upon by Farmor and Farmee, shall be required for
         Farmee to earn rights under this Agreement.  Because Farmor will
         be the Unit Operator of the Timber Draw Unit while the Initial
         Earning Well is being drilled and completed, Farmee will drill
         the well as a sub-operator, subject to the requirements for
         indemnity and bonding hereinafter set forth.

      4. Rights Earned by Farmee From Drilling of Initial Earning Well
         _____________________________________________________________
     	   Prior to commencement of drilling of the Initial Earning Well,
         Farmor will assign to Farmee all of Assignor's operating rights
         in the oil and gas leases covering a 600 acre area which the
         parties estimate will comprise the Initial Participating Area
         under Section 11 of the Timber Draw Unit Agreement if the well
         is deemed to be a Paying Well, reserving, however, to Farmor, an
         overriding royalty interest until Payout (as hereinafter
         defined) equal to the difference between a net revenue interest of
         75% and all existing burdens of royalty, overriding royalty
         and other payments out of production including the overriding
         royalty interests of JBB&T, Lawton Clark and overriding royalty
         interests reserved by owners or their predecessors from whom
         assignment of leases may have been or may be obtained.  Such
         assignment will cover operating rights to all depths.


     	   At Payout, as hereinafter defined, or when the Initial Earning
         Well is plugged and abandoned, whichever occurs first, the
         overriding royalty reserved to Farmor shall terminate and Farmee
         shall reassign to Farmor 100% of the operating rights in the 600
         acre drillsite tract previously assigned by Farmor to Farmee.
         Farmor will thereupon,  upon proof that all costs of the Initial
         Earning Well have been paid and provided that a written request
         for assignment is delivered to Farmor within six months
         following the completion or plugging of the Initial Earning Well,
         assign to Farmee 50% of Farmor's record title interest in and to
         all oil and gas leases in which  Farmor owns an interest within
         that part of  the Cheyenne River Prospect south of a line running
         East and West along the north boundary of the Timber Draw Unit
         and extended East and West to the east and west boundaries
         of the Cheyenne River Prospect as depicted in Exhibit B hereto
         ("South Block").  This assignment shall extend to and cover
         record title to all depths and shall be subject to its
         proportionate share of all existing lease burdens, including
         royalties, overriding royalties (including those of JBB&T, Lawton
         Clark and those to which the leases were subject when  acquired by
         Farmor) and payments out of production to which the leases out
         of which the interests are assigned are subject. "Payout" means
         the point in  time at which Farmee has recovered out of production
         all costs of site preparation, drilling, completing and operating
         the well.


      5. North Block Optional Earning Well
         _________________________________
         Farmee shall have no obligation to drill any wells under this
         Agreement other than the Initial Earning Well, but Farmee shall
         have the right, at its option, within six months after the release
        of the drilling rig from the Initial  Earning Well, to drill an
        additional well ("North Block Optional Earning Well") to earn an
        assignment of 50% of Assignor's interest in the oil and gas leases
        owned by Farmor in that part of the Cheyenne River Prospect outside
        the South Block ("North Block"), subject to existing lease burdens.
        The North Block Optional Earning Well may be drilled at any
        location in the Cheyenne River Prospect, including the South Block
        and the Timber Draw Unit, but must be drilled to and depth
        sufficient to test the Turner or a deeper formation and have a
        horizontal wellbore in a potentially productive formation at least
        2000 feet in length.


     6. Rights Earned by Farmee by Drilling North Block Earning Well
        ____________________________________________________________
        Prior to the commencement of drilling of the North Block Earning Well,
        Farmor will assign to Farmee all of Farmor's operating rights in the
        640 acre  tract which the parties estimate will comprise the
        participating area or expansion (if within the Timber Draw Unit, any
        enlargement of the Timber Draw Unit or another federal unit) or
        drilling and spacing unit for the Well, reserving, however, to the
        Farmor, an overriding royalty interest until Payout (as defined in
        Section 4 above) equal to the difference between a net revenue
        interest of 75% and all existing burdens of royalty, overriding
        royalty and other payments out of production.  If the North Block
        Earning Well is drilled in the South Block, the overriding royalty
        interest reserved by Farmor shall not be reduced by reason of the
        ownership interest of the Farmee in the South Block.

        At Payout, as defined in Section 4 above, or plugging and abandonment,
        whichever occurs first, of the North Block Optional Earning Well, the
        overriding royalty interest received by Farmor shall terminate and
        Farmee shall reassign to Farmor 100% of the operating rights in the
        640 acre drillsite previously assigned by Farmor to Farmee, and,
        provided that a written request for assignment is delivered to Farmor
        within six months following completion or plugging of the North Block
        Optional Earning Well, and upon proof that all of the costs of the
        said Well have been paid, Farmor shall assign to Farmee 50% of
        Farmor's interest in the oil and gas leases in which Farmor owns an
        interest in the South Block.  This assignment shall cover record title
        to all depths and shall be subject to its proportionate share of all
        rentals, royalties, overriding royalties and other payments out of
        production burdening said leases.


     7. Additional Wells
        ________________
        After the Initial Earning Well has been drilled and completed or
        Plugged and Farmee has received assignment of  50% of Farmor's
        interest in the South Block, additional wells other than the North
        Block Optional Earning Well drilled in the South Block shall be
        drilled by the parties pursuant to the Timber Draw Unit Operating
        Agreement if drilled in the Timber Draw Unit or any approved
        enlargement thereof, or if not drilled in  the Timber Draw Unit or
        any approved enlargement thereof or in any other unit which may be
        formed by the parties in the future, shall be drilled pursuant to
        an AAPL Form 610 Joint Operating Agreement to be entered into by the
        Farmor and Farmee when the need arises. The same procedure shall
        apply to the North Block if Farmee earns an interest therein.
        In the event of any conflict between the Unit Operating Agreement or
        Joint Operating Agreement and this agreement, this agreement shall
        prevail.

     8. Operatorship
        ____________
        Farmor shall be the initial Unit Operator of the Timber Draw Unit but
        at such time as Farmee may have earned and received the assignment
        to which it will be entitled as a result of drilling the Initial
        Earning Well, Farmee will succeed Farmor as Unit Operator and will
        assume all duties as Operator of any well which may be drilled in the
        South Block.  If Farmee should earn and receive assignment of 50% of
        Farmor's interest in the North Block, Farmee will assume all duties as
        Operator of any well which may be drilled in the North Block. Upon
        succeeding Farmor as Unit Operator, Farmee will post the bonds with
        the Bureau of Land Management and State of Wyoming required for a unit
        operator so that Farmor's $25,000 cash bond may be replaced.

     9. Area of Mutual Interest - New, Renewal and Extension Leases
        ___________________________________________________________
        By entering into this Agreement, Farmee shall be deemed to have
        agreed to be bound by the provisions of Paragraphs 1 and 2 of the
        Americomm Cheyenne River Prospect Agreement as amended.  Any
        oil and gas lease obtained by Farmee covering lands in the Cheyenne
        River Prospect shall be offered and assigned to Farmor at Farmee's
        cost and any oil and gas lease obtained by Farmor covering lands in
        the Cheyenne River Prospect shall be offered to Farmee at Farmor's
        cost. Farmee shall be deemed to have succeeded  to 1/2 of the rights
        and duties of Farmor under said Paragraph 1E,  and Farmee shall have
        the right to share equally in the working interest in all new,
        renewal and extension leases covering lands in the Prospect and all
        such working interests shall be subject to the overriding royalty
        interests of JBB&T and Lawton Clark.

    10. Prudent Operations - Indemnity - Insurance
        __________________________________________
        Farmee agrees to drill and operate all wells in an efficient and
        workmanlike manner and in strict compliance with the rules and
        regulations of the Bureau of Land Management, the Wyoming
        Oil and Gas Conservation Commission, the Wyoming Department of
        Environmental Quality and all requirements of applicable drilling
        permits and the relevant oil and gas leases, including any special
        stipulations attached to such leases.

        Farmee agrees to indemnify and hold harmless Farmor, its officers,
        directors, employees and shareholders, from any and all loss,
        damages and claims, including court costs and attorneys fees incurred
        by or awarded against Farmor, arising out of the acts or omissions of
        Farmee, its contractors, subcontractors and employees, in carrying out
        operations in the Cheyenne River Prospect and Farmee and its
        contractors will at all times carry such insurance and bonds as may
        be required by the Timber Draw Unit Operating Agreement or any
        applicable joint operating agreement with a loss payable clause
        extending coverage to Farmor.  Such insurance shall include at least
        the following minimum coverage:

               A. Workman's compensation insurance in an amount equal
                  to full liability as imposed by the laws of the State of
                  Wyoming.

               B. Employer's liability insurance with a limit of not less
                  than $1 million per occurrence.

               C. Commercial general liability insurance with a single
                  bodily injury or death limit of not less than $1 million
                  per occurrence.

               D. Automobile liability insurance with a limit not less
                  than $1 million per occurrence.

               E. Well control (blowout) insurance in a minimum
                  amount of  $1.5 million.

    11. Preparation for Drilling of Initial Earning Well
        ________________________________________________
        Farmor and Farmee will agree on a drilling block for the Initial
        Earning Well.  It is anticipated that this drilling block will
        Consist of 600 acres of land in Township 39 North, Range 66 West,
        6th P.M., Niobrara County, Wyoming, being the E/2 SE/4, SE/4 NE/4
        of Section 9, the SW/4, S/2 NW/4  of Section 10, the NW/4 of
        Section 15 and the E/2 NE/4  of Section 16 in the Timber Draw
        Unit.  Because all of this land is leased to Farmor, no working
        interest owner other than Farmor will have a right to participate
        in the drilling of this well.

        With the assistance of Farmor who shall be reimbursed by Farmee
        for expenses incurred, Farmee will do the following:

        Farmee will have prepared and furnished to Farmor a drilling title
        opinion covering the lands and leases in the Drilling Block.  If
        the drilling Block agreed upon by Farmor and Farmee is other than
        as set forth above and contains lands as to which the oil and gas
        leasehold or unleased mineral interest is owned by others, such
        owners will be offered an opportunity to participate in the well
        as required by the Timber Draw Unit Agreement and Unit Operating
        Agreement.

        Farmee will cause all curative work required by the drilling title
        opinion to be completed until title to the Drilling Block is
        acceptable to both Farmor and Farmee.  Farmee will obtain and
        pay for an appropriate surface use agreement and releases of
        surface damage claims from the owner of the surface where the
        Initial Earning Well will be spudded, and from the owners of the
        surface of any land which must be traversed to drill and complete
        the well not accessible by public roads.

        Farmee will obtain and pay for a drilling water agreement providing
        for the supply and delivery of water for drilling the Initial
        Earning Well.

        Farmee will prepare and furnish a copy  to Farmor (and other working
        interest owners within the Drilling Block, if any) of an authorization
        for expenditure (AFE) for the Initial Earning Well, estimating the
        cost of drilling and completing the Initial Earning Well, both as a
        producing well and as a dry hole.

        Farmee will prepare and submit for approval to the Bureau of Land
        Management (Newcastle, Wyoming Field Office) an Application for
        Permit to Drill (APD) for the Initial Earning Well.

        Farmee will prepare and submit for approval to the Wyoming Oil and
        Gas Conservation Commission an application for an order approving an
        exception well location for the Initial Earning Well (an exception
        well order is necessary for horizontal wells).

    12. Site Preparation for Initial Earning Well
        _________________________________________
        After approval of the Drilling Permit and exception well application
        and signature of the Surface Use Agreement, Farmee will cause the
        location for the Initial Earning Well to be constructed in strict
        compliance with the requirements of the Drilling Permit and the
        Surface Use Agreement.  Farmee shall be responsible for compliance
        with all requirements of the Permit and the Surface Use Agreement if
        the Initial Earning Well is not completed for production and is
        plugged and abandoned.

    13. Drilling of Initial Earning Well - Waiver of Right to Operate by
        JBB&T
        ________________________________________________________________
        Section 6 of the Americomm Cheyenne River Prospect Agreement
        provided for JBB&T to carry out the functions of Unit Operator for the
        drilling and completion of the first well.  JBB&T and Farmor waive
        this requirement but Farmee agrees that if it decides to employ a
        USA-based drilling supervisor for the well, it will use Directional
        Petroleum Corporation or another directional drilling supervisor
        Approved by Farmor and JBB&T.  Sections 6 and 7 of the Americomm
        Cheyenne River Prospect require Farmor to act as Unit Operator.
        Farmor and JBB&T waive this requirement to the extent that Farmee
        earns working interests under this Agreement, i.e., consent to
        Farmee becoming Unit Operator or Operator as to any lands in which
        Farmee owns an interest under this Agreement.

    14. Sharing of Information - Access to Operations and Reports
        _________________________________________________________
        Farmee shall promptly furnish to Farmor , by fax, or by overnight
        delivery, copies of all reports, records, observations and analyses
        prepared by Farmee and its contractors, and all run tickets, tank
        tables and sales receipts for oil and charts and meter readings for
        gas and receipts for sale of gas and liquids pertaining to the
        drilling, completion and production from the Initial Earning Well
        and the North Block Optional Earning Well until the wells reach
        payout or are plugged and abandoned.  During the period of time
        prior to Payout, Farmee will furnish monthly reports to Farmor
        showing the Payout status of each earning well.  Farmee shall have
        no power to enter into contracts for sale or forward sales of
        production without the consent of Farmor.  Farmor and its officers,
        employees, contractors and consultants, including all individuals
        of JBB&T, shall at any time and all times have access to the
        drilling and completion facilities for these wells while
        drilling and completion operations are underway.  In particular,
        Thomas L. Thompson, a member of JBB&T and Farmor's consulting
        geologist, shall have full access and be kept fully informed
        while such operations are ongoing.  Farmor and all of the individual
        members of JBB&T agree to keep all information which they receive or
        learn concerning the drilling and completion of and production from
        the Initial Earning Well and the North Block Optional Earning Well
        strictly confidential until and unless authorized by Farmee in
        writing to release or disclose the same to anyone. As to wells and
        operations other than for the Initial Earning Well and North Block
        Optional Earning Well, the right to access and reports shall be as
        set forth in the Unit Operating Agreement for the Timber Draw
        Unit or other appropriate unit or the Joint Operating Agreement for
        wells not in  a unit.

   	15. Area of Mutual Interest - Preferential Purchase Rights -
        Limitations on Assignment
        ________________________________________________________
        All of the parties to the Agreement shall be bound by the provisions
        of Paragraphs 1E and 2 of the Americomm Cheyenne River Prospect
        Agreement.  Prior to Farmee earning all rights which it can earn under
        this Agreement,  Farmor shall have the right to assign all or a part
        of its rights under this Agreement as to all of the Cheyenne River
        Prospect or as to the North Block or the South Block, but not as to
        any smaller tract.  Farmee shall have the right to assign its rights
        in this Agreement to no more than three other persons or entities who
        must have previously engaged in oil and gas exploration.  If Farmee's
        interest in this Agreement shall become owned by more than four
        persons or entities, such persons or entities will be required to
        appoint a trustee to represent them and Farmor shall be entitled to
        deal exclusively with such trustee who will be deemed to have been
        irrevocably appointed by such owners as their attorney in fact with
        regard to all of their rights in this Agreement.  Nothing
        in this Section shall be deemed a limitation on the right of any owner
        of any interest in an oil and gas lease which is the subject of this
        Agreement to assign all or part of its interests therein.  Such
        limitations and preferential purchase rights, if any, will be
        contained in the Unit Operating Agreements and Joint Operating
        Agreements which may be entered into among the owners of interests
        in the Cheyenne River Prospect.

    16. Annual Lease Rentals
        ____________________
        Farmee agrees that it will, within thirty days following the date of
        this Agreement, reimburse Farmor for all annual and delay rentals
        which Farmor has paid covering leases in the Cheyenne River Prospect
        beginning with rentals which are due November 1, 2000.  Thereafter,
        Farmee will, each month, reimburse Farmor for rentals paid in that
        month.  Such reimbursements shall continue until the following events
        shall have occurred:


               a. As to the South Block, until Farmee has earned
                  its 50% interest therein.  Thereafter, the parties
                  shall each be responsible for 50% of the rentals on
                  leases covering lands in the South Block.

               b. As to the North Block, until Farmee has earned its
                  50% interest therein or until Farmee delivers to
                  Farmor a release of its rights to earn interest
                  therein, whichever occurs first.  If Farmee earns
                  assignment of a 50% interest in the North Block, the
                  parties shall thereafter each be responsible for
                  50% of the rentals on leases covering lands in the
                  North Block.


        Until such time as Farmee earns assignment of 50% of  Farmor's
        rights in the entire Cheyenne River Prospect, Farmor will pay annual
        and delay rentals and shut-in gas royalty as to all leases in the
        Prospect and Farmee will promptly reimburse Farmor as provided above.
        Farmee will notify Farmor within seven days of shutting in any well.
        the parties agree, however, that Farmor shall have no liability of any
        kind or nature whatsoever for the loss of any lease or leases, whether
        through failure to pay rentals or shut-in gas royalties, or for any
        other reason, even if such a lease is producing or has on it a well
        capable of production.  At such time as Farmor earns assignment of
        50% of Farmor's rights in the entire Prospect, Farmee will become
        responsible for payment of rentals and shut-in gas royalty, subject
        to reimbursement by Farmor of its  proportionate share.

    17. No Warranties
        _____________
        Farmor makes no warranties of any kind or nature whatsoever to
        Farmee concerning any matter, including title to oil and gas leases
        and rights to drill wells and make use of the surface of the lands
        covered by Farmor's oil and gas leases.

    18. Well Takeover
        _____________
        Farmor shall have the right, at its option, to purchase at the
        salvage value of casing and equipment, any well drilled and/or
        completed by Farmee in the Cheyenne River Prospect which Farmee
        desires to plug and abandon.  Said option shall continue for 48
        hours following receipt by Farmor of a notice from Farmee stating
        its intent to plug and abandon a well, which notice shall include
        an inventory of the casing and equipment and the Farmee's estimate
        of its salvage value.  Upon receipt of an assignment of Farmee's
        interest in the well, Farmor shall assume all obligations to plug
        and abandon and reclaim the drillsite of any well which it elects
        to take over.

    19. Notices
        _______
        All notices authorized or required between the parties by any
        Provision Of this Agreement shall be given, if feasible, by
        facsimile transmission, confirmed forthwith by mail or overnight
        delivery, addressed as follows:

           If to Farmor:        Americomm Resources Corporation
                                First Place Tower
                                15 East 5th Street, Suite 4000
                                Tulsa, Oklahoma 74103-5109

                                Fax: (918) 587-1883


           If to Farmee:        Tom Jacobsen
                                700, 703 6th Ave. S.W.
                                Calgary, Canada T2P OT9

                                Fax: (403) 261-2704


                            Cc: Richard H. Bate, Attorney at Law
                                The Windsor
                                1777 Larimer Street , Suite 910
                                Denver, Colorado 80202-1544

                                Fax: (303) 620-9340

    20. No Partnership
        ______________
        It is understood that this Agreement is not intended to create a
        partnership or joint venture between any of the parties hereto, and
        the provisions of this Agreement shall not be construed as creating
        such a relationship.  For US Federal Income Tax purposes, each of
        the parties hereto elect to be excluded from the application of all
        provisions of Subchapter K of the Internal Revenue Code as permitted
        and authorized by Section 761 of said Code and the regulations
        promulgated hereunder.  Nothing in this Section, however, shall be
        deemed to prevent the Farmor and Farmee from entering into a
        partnership for US Federal Income Tax purposes by a separate
        instrument, should they deem it advisable to do so.

    21. Audits
        ______
        Farmor shall have the right, at its expense and at any reasonable
        time, to audit Farmee's accounts, contracts, books and records
        for the purpose of ascertaining the amount of production and sales
        and the cost of drilling, production and processing production of
        oil, gas and liquids from any wells in the Cheyenne River Prospect.

    22. Location for the Fred S. Jensen #1H Well
        ________________________________________
        Farmor has built a location for the Fred S. Jensen #1H Well
        (formerly known as the Timber Draw Unit #1H Well) in the
        NE/4 SW/4 of Section 8, Township 39 North, Range 65 West,
        6th P.M., Niobrara County, Wyoming at a cost of approximately
        $25,000.  If this location is used in the future by the parties for a
        well, Farmee will reimburse Farmor for 50% of these costs, or if used
        as an earning well hereunder, 100% of those costs.

    23. Sale of  375,000 Shares of Farmor's Stock
        _________________________________________
        As part of the consideration for this Agreement, Farmor is selling to
        Farmee 375,000 shares of its common stock for $.40 per share or a
        total of $150,000 US pursuant to the terms of a Common Stock Purchase
        Agreement between Farmor and purchaser.  These shares will be
        unregistered and restricted and the purchaser shall have such rights
        to register these shares as are set forth in the Common Stock
        Purchaser Agreement.

    24. Amendments to Agreement
        _______________________
        This Agreement  constitutes the entire understanding between the
        Parties with respect to the subject matter hereof, superceding all
        negotiations, prior discussions and prior agreements and
        understandings as relating to the subject matter hereof.

    25. Counterpart Execution
        _____________________
        This instrument may be executed in counterparts and delivered by
        Facsimile transmission with the same effect as if all parties had
        executed and delivered the same instrument in the presence of each
        other.

     IN WITNESS WHEREOF, the parties have hereunto caused their signatures
to be affixed effective the day and year first above written.


                                    Americomm Resources Corporation



                                    _____________________________________
                                    By: Albert E. Whitehead, Chairman
                                    Farmor



                                    Empire Petroleum Corporation



                                    _____________________________________
                                    By:
                                    Farmee




                                    _____________________________________
                                    /s/Nancy Davison Jensen




                                    _____________________________________
                                    /s/Nancy Davison Jensen,
                                    Trustee of the Fred S. Jensen
                                    Testamentary Trust



                                    ____________________________________
                                    /s/Richard H. Bate



                                    _____________________________________
                                    /s/A.R. Briggs


                                    ____________________________________
                                    /s/Thomas L. Thompson
</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.EXHIBITINDEX
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


Exhibit                                          Page(s) of this Form or
Number     Exhibit Description                   Report Previously Filed*
_______    ___________________                   ________________________

3          Articles of Incorporation, as
           amended, and Bylaws


           (a) Articles of Incorporation,        Form 10-QSB for quarter
               as amended                        ended September 30, 1995
                                                 as filed November 6, 1995

           (b) Bylaws, as amended                Form 10-QSB for quarter
                                                 ended March 31, 1998
                                                 as filed May 15, 1998

4          Instruments defining the rights of
           Security holders including
           debentures

           (a) Excerpts from Articles of         Form 10-QSB for quarter
               Incorporation, as amended         ended September 30, 1995
                                                 as filed November 6, 1995

           (b) Excerpts from Bylaws, as          Form 10-QSB for quarter
               amended                           ended March 31, 1998
                                                 as filed May 15, 1998

10         Material Contracts

           (a) 1995 Stock Option Plan**          Proxy Statement dated
                                                 June 13, 1995
                                                 as filed June 14, 1995

           (b) Form of Stock Option Agreement**  Form 10-KSB for the year
                                                 ended December 31, 1995
                                                 as filed March 29, 1996

           (c) Americomm Cheyenne River          Form 10-QSB for the quarter
               Prospect Agreement by and         Ended June 30, 1998
               among the Registrant, Fred        as filed August 12, 1998
               S. Jensen, Richard A. Bate,
               A. R. Briggs and Thomas L.
               Thompson

           (d) Promissory Note date March 15,    Form 10-QSB/A for
               2000 issued to Albert E.          the quarter ended March
               Whitehead Living Trust            31, 2000
                                                 as filed November 14, 2000

           (e) Farmout Agreement dated           Filed herewith
               November 15, 2000 among
               the Registrant and the
               other parties named therein


28         Common stock certificates             Amendment No. 2 Form 10
                                                 Registration Statement filed
                                                 September 17, 1992

*          Incorporated herein by reference

**         Compensatory plan or arrangement
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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