8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2001

AMERICOMM RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-20193	73-1238709
(State or other jurisdiction of incorporation)	(Commission file Number)	(IRS Employer identification No.)

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

Registrant's telephone number, including area code: (918) 587-8093

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On May 29, 2001, Americomm Resources ("Americomm") announced today that it has acquired Empire Petroleum Corporation ("Empire"), a private company, which increases Americomm's working interest in the Cheyenne River Wyoming Prospect to 75%. The acquisition of Empire, which owns a 25% interest in the Cheyenne River Wyoming Prospect, was accomplished by the issue of 7,492,351 Americomm common shares or 30.6% of the total 24,476,925 shares now outstanding on a fully diluted basis.

        On June 5, 2001, Americomm filed a Form 8-K disclosing acquisition of Empire. Form 8-K/A filed herewith includes the financial statements required by Item 7 of Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Financial Statements of Business Acquired.

        Audited financial statements of Empire Petroleum Corporation for the two-month period ended December 31, 2000 and unaudited financial statements of Empire Petroleum Corporation for the three month period ended March 31, 2001 are filed herewith.

Pro Forma Financial Information.

        Pro forma financial information of Americomm and Empire are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized officer.

Date: July 24, 2001

Americomm Resources Corporation

By: /s/ John P. McGrain

John P. McGrain

Chief Executive Officer

EX-1

Financial Statements of

EMPIRE PETROLEUM CORPORATION

Year ended December 31, 2000

Independent Auditors' Report

To the Directors of

Empire Petroleum Corporation:

We have audited the balance sheet of Empire Petroleum Corporation as at December 31, 2000 and the statements of operations and deficit and cash flows for the two month period to December 31, 2000. These financial statements are the responsibility of the corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance 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 audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of the corporation as at December 31, 2000 and the results of its operations and cash flows for the two month period to December 31, 2000 in confirmity with United States generally accepted accounting principles.

(Signed) KPMG LLP

Chartered Accountants

Calgary, Canada

February 21, 2001

Empire Petroleum corporation

Balance Sheet

As at December 31, 2000

(United States Dollars)

Assets
Current assets:
Cash	$   465,260
Prepaid drilling costs	297,812
Accounts receivable	57,453
	820,525
Capital assets, at cost (note 3)	147,949
	$  968,474
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable (note 7)	$  564,004
Shareholders’ equity:
Share capital (note 4)	410,221
Deficit	(5,751)
	404,470
Commitments (note 6)
Subsequent event (note 10
	$  968,474

See accompanying notes to financial statements.

Approved on behalf of the Board:

(Signed) Tom Jacobsen Director

(Signed) John McGrain Director

Empire Petroleum corporation

Statement of Operations and Deficit

For the two month period to December 31, 2000

(United States Dollars)

General and administrative costs	$  5,751
Net loss and deficit for the period	$   5,751

Statement of Cash Flows

For the two month period to December 31, 2000

(United States Dollars)

Cash provided by (used in):
Operations:
Net loss	$  (5,751)
Cash flow from operations	(5,751)
Financing:
Issue of common shares	410,221
Investment:
Expenditures on capital assets	(147,949)
Change in non-cash working capital (note 8)	208,739
	60,790
Change in cash and cash, end of period	$  465,260

See accompanying notes to financial statements.

Empire Petroleum corporation

Notes to Financial Statements

For the two month period to December 31, 2000

(United States Dollars)

1. Incorporation and amalgamation:

Empire Petroleum Corporation (the "Corporation") was incorporated under the laws of the State of Delaware on December 13, 1996. On November 1, 2000, the Corporation commenced operations and began drilling and developing oil and gas properties in Wyoming. These financial statements are prepared in accordance with United States generally accepted accounting standards.

2. Significant accounting policies:

(a) Basis of presentation:

The Corporation’s activities during the two month period to December 31, 2000 are related to acquisition of, exploration for and development of petroleum and natural gas properties. The Corporation follows the full cost method of accounting for petroleum and natural gas operations. The Corporation’s current activities are considered to be in the pre-production state. All costs associated with such activities have been included as deferred petroleum and natural gas properties as a component of capital assets (note 3). The Corporation reviews this investment periodically for impairment. The ultimate recovery of the Corporation’s investment is dependent upon the discovery of petroleum and natural gas reserves in commercial quantities. All deferred costs will be transferred to the Corporation’s single United States cost centre when production at commercial levels are attained.

Once commercial production is attained, all future costs of exploring for and developing petroleum and natural gas properties and related reserves will be capitalized into this cost centre. Such costs include those related to lease acquisition, geological and geophysical activities, lease rentals on non-producing properties, drilling of productive and non-productive wells, tangible production equipment, and that portion of general and administrative expenses directly attributable to exploration and development activities. Proceeds received from the disposal of properties are normally deducted from the full cost pool without recognition of a gain or loss. When a significant portion of properties is sold, a gain or loss is recorded and reflected in the statement of earnings.

Depletion of petroleum and natural gas properties and depreciation of production equipment are calculated using the unit-of-production method based upon estimated proved reserves, before royalties, as determined by an independent engineer. For purposes of the calculation, natural gas reserves and production are converted to equivalent volumes of petroleum based upon relative energy content.

2. Significant accounting policies:

(a) Basis of presentation (continued):

The Corporation annually applies a "ceiling test" wherein the carrying value of petroleum and natural gas properties and related facilities, net of future or deferred income taxes, is limited to the present value of after-tax future net revenue from proven reserves, discounted at 10 percent (based on prices and costs at the balance sheet date), plus the lower of cost and fair value of unproven properties.

Substantially all of the Corporation’s exploration and development activities are conducted jointly with others and, accordingly, the financial statements reflect only the Corporation’s proportionate interest in such activities.

(b) Future site restorations and abandonment costs:

Once full commercial production is achieved, the Corporation will make a provision for future site restoration and abandonment costs, based on the unit-of-production method. The provision will be included in depletion, depreciation and amortization in the statement of earnings, and recorded as a reduction of capital assets on the balance sheet.

(c) Income taxes:

Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. 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.

(d) Measurement uncertainty:

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and expenses for the period reported. Actual results could differ from those estimates.

3. Capital assets:

	Cost	Accumulated Depletion	Net BookValue
Petroleum and natural gas assets	$  147,949	$  -	$  147,949

4. Share capital:

(a) Authorized:

Unlimited number of common shares.

(b) Issued and outstanding:

	Number of Shares	Amount
For cash as initial private capital	279,070	$  410,221
Balance, end of period	279,070	$  410,221

5. Income taxes:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2000 are as follows:

Tax expenses (benefit) computed by applying statutory rate for       net operating loss carryforward	$  (2,300)
Valuation allowance	2,300
Net deferred income tax	$                -

6. Commitments:

The Corporation has entered into a Farmout Agreement with Americomm Resources Corporation ("Americomm"). Pursuant to this agreement the Corporation has committed to drill one well to earn a 50% production interest in 100,000 acres of land in the State of Wyoming. The costs to drill and complete the well is estimated at approximately $1.9 million of which $0.4 million was incurred at December 31, 2000. The Corporation’s share of these costs is approximately 33 percent.

7. Related party transactions:

Certain shareholders provide exploration and drilling services to the Corporation on terms similar to transactions with unrelated parties. During the year, $26,400, of which $5,600 is included in accounts payable, of exploration and drilling services were charged to the Corporation and their proportionate share is included in capital assets.

8. Change in non-cash working capital:

Prepaid drilling costs	$ (297,812)
Accounts receivable	(57,453)
Accounts payable	564,004
	$ 208,739

9. Financial instruments:

The fair values of accounts receivable and accounts payable approximate their carrying value due to their short-term nature.

10. Subsequent event:

On January 5, 2001, the Corporation purchased 375,000 common shares of Americomm at $0.40 per share for total consideration of $150,000, pursuant to the Farmout Agreement dated November 15, 2000.

EX-2

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EMPIRE PETROLEUMCORPORATION

BALANCE SHEET

(UNAUDITED)

March 31, 2001

ASSETS
Current assets:
Cash and cash equivalents	$ 183,196
Accounts receivable Prepaid expenses	44,527 480
Total current assets	228,204
Investments in prospects	731,553
	$ 959,757
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$ 422,087
Total current liabilities	422,087
Stockholders' equity:
Common stock	523,558
Retained earnings	14,111
Total stockholders' equity	537,670
	$ 959,757

EMPIRE PETROLEUMCORPORATION

INCOME STATEMENT

(UNAUDITED)

Three Months Ended March 31, 2001

Revenues: Oil and Natural Gas, net of $10,537 in royalties	$ 42,150
Costs and expenses - General and Administrative Expenses	22,288
Net income	$ 19,862

EX-3

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Following are the unaudited consolidated condensed pro forma financial statements of Americomm that reflect the acquisition of Empire by Americomm. The unaudited pro forma consolidated condensed financial statements have been prepared utilizing the historical financial statements of Americomm which are incorporated herein by reference to previous filings made with the Securities and Exchange Commission and the historical financial statements of Empire included in this filing. The unaudited pro forma consolidated condensed financial statements should be read in conjunction with the historical financial statements of Americomm and the attached historical financial statements of Empire.

The following unaudited pro forma consolidated condensed statements of operations for the year ended December 31, 2000 and for the three month period ended March 31, 2001 and the unaudited pro forma consolidated condensed balance sheet as of March 31, 2001 give effect to the acquisition of Empire including the related pro forma adjustments described in the notes thereto. The unaudited pro forma consolidated condensed statements of operations for the year ended December 31, 2000 and for the three month period ended March 31, 2001 give effect to the acquisition of Empire by Americomm as if the acquisition, accounted for as a purchase, had occurred on January 1, 2000 and January 1, 2001, respectively. The unaudited pro forma consolidated condensed balance sheet as of March 31, 2001 gives effect to the acquisition as if it had occurred on March 31, 2001. The pro forma financial statements reflect the preliminary allocation of the purchase price.

The unaudited pro forma consolidated condensed financial statements may not be indicative of the results that actually would have occurred if the acquisitions had been effective on the dates indicated or which may be obtained in the future.

AMERICOMM RESOURCES CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET

MARCH 31, 2001

	Unaudited			Pro Forma Adjustments	Unaudited     Pro Forma March 31, 2001
	Historical March 31, 2001
ASSETS	Americomm	Empire
Current assets:
Cash and cash equivalents	$        82,988	$     183,196		$               -	$        266,184
Accounts receivable	35,604	44,527		-	80,131
Prepaid expenses	-	481		-	481
Total current assets	118,592	228,204		-	346,796
Investments in prospects	926,946	731,553	B	3,583,123	5,241,622
Property & equipment, net	8,834	-		-	8,834
Total property & equipment	935,780	731,553		3,583,123	5,245,456
	$ 1,054,372	$      959,757		$ 3,583,123	$     5,597,252
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$               -	$     422,087		$                -	$       422,087
Accrued payroll	55,395	-		-	55,395
Payroll taxes payable	(112)	-		-	(112)
Total current liabilities	55,283	422,087		-	477,370
Stockholders' equity	999,089	537,670	A B	(537,670) 4,120,793	5,119,882
	$ 1,054,372	$      959,757		$ 3,583,123	$ 5,597,252

See notes to unaudited pro forma consolidated condensed financial statements.

AMERICOMM RESOURCES CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2000

	Historical		Pro Forma Adjustments	Unaudited     Pro Forma
	Americomm	Empire
Revenues:
Oil and natural gas, net	$                 -	$                 -	$                -	$                    -
Costs and expenses:
General and administrative	138,098	5,571	-	143,669
Other income and expense:
Interest income	3,080	-	-	3,080
Interest expense	(26,015)	-	-	(26,015)
	(22,935)	-	-	(22,935)
Net Loss	$ (161,033)	$ (5,571)	$                  -	$     (166,604)
Net loss per common share	$ (0.01)			$ (0.01)
Weighted average number of Common shares outstanding	14,712,921			22,405,272

See notes to unaudited pro forma consolidated condensed financial statements.

AMERICOMM RESOURCES CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2001

	Unaudited Historical		Pro Forma Adjustments	Unaudited     Pro Forma
	Americomm	Empire
Revenues:
Oil and natural gas, net	$                -	$         42,150	$                 -	$           42,150
Costs and expenses:
General and administrative	39,708	22,288	-	61,996
Other income and expense:
Interest income	1,199	-	-	1,199
Interest expense	(4,571)	-	-	(4,571)
	(3,372)	-	-	(3,372)
Net Loss	$     (43,080)	$       19,862	$                -	$     (23,218)
Net loss per common share	$ 0.00			$ 0.00
Weighted average number of common shares outstanding	16,003,040			23,495,391

See notes to unaudited pro forma consolidated condensed financial statements.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Acquisition of Empire

On May 29, 2001, Americomm acquired 100% of Empire. Americomm issued 7,492,351 common shares in exchange for all the issued and outstanding common stock of Empire. The purchase price for the stock is $ 4,120,793 based on a market price of $0.55 per Americomm share on the date of the transaction.

The purchase price results in an increase in the cost of the net assets of Empire of $3,583,123. Based on management's evaluation of the fair value of the assets acquired and liabilities assumed Americomm allocated this increase in cost to oil and gas properties.

Americomm uses the full cost method of accounting for oil and gas properties. This method of accounting requires that a ceiling test be performed periodically to compare the recorded cost of oil and gas properties to the value of those properties. Management believes that if a full cost ceiling test were performed at the date of this transaction, no impairment would result.

The unaudited pro forma adjustments are as follows:

A. To remove the equity of Empire upon the purchase by Americomm.

B. To record the acquisition of Empire under the purchase method:

Net assets acquired at fair value:
Current assets	$    228,204
Oil and gas properties	4,314,676
Current liabilities	(422,087)
Total	$ 4,120,793
Consideration comprised of 7,492,351 common shares of Americomm	$ 4,120,793

Earnings per share:

The following is a reconciliation of historical to pro forma weighted average shares outstanding:

	Year Ended December 31, 2001	Three Months Ended March 31, 2001
Historical	14,712,921	16,003,040
Shares issued to acquire Empire assumed to be at beginning of period)	7,492,351	7,492,351
Pro forma	22,205,272	23,495,391

Basic earnings per share of common stock was computed by dividing loss applicable to common stockholders, by the weighted average number of common shares outstanding for the year. Diluted loss per share is not presented because all potential common shares are anti-dilutive including those to be issued as replacement options and warrants.

AMERICOMM SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

Not Applicable