UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2008
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________to________________
Commission file number 001-16653
EMPIRE PETROLEUM CORPORATION
(Exact name of registrant issuer as specified in its charter)
DELAWARE 73-1238709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8801 S. Yale, Suite 120, Tulsa, Oklahoma 74137-3575
(Address of principal executive offices)
(918) 488-8068
(Registrant's telephone number including area code)
Not Applicable
__________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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.
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer,
an accerlerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
Plan confirmed by a court.
[ ] Yes [ ] No
The number of shares of the registrant's common stock, $0.001 par value,
outstanding as of September 30, 2008 was 57,193,128.
EMPIRE PETROLEUM CORPORATION
INDEX TO FORM 10-Q
Part I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets at September 30, 2008 (Unaudited) and
December 31, 2007 1
Statements of Operations - Three months and Nine
months ended September 30, 2008 and 2007 (Unaudited) 2
Statements of Cash Flows - Nine months ended
September 30, 2008 and 2007 (Unaudited) 3
Notes to Financial Statements 4-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-10
Item 4. Controls and Procedures 11
Part II. OTHER INFORMATION
Item 6. Exhibits 11
Signatures 11
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
EMPIRE PETROLEUM CORPORATION
BALANCE SHEETS
September 30, December 31,
2008 2007
$ $
(Unaudited)
ASSETS ____________ ____________
Current assets:
Cash $ 188,672 $ 384,630
Accounts receivable
(net of allowance of $3,750
at September 30, 2008 and
December 31, 2007) 1,012 91,769
Prepaid expenses 0 11,058
___________ ____________
Total current assets 189,684 487,457
Property & equipment, net of accumulated
depreciation and depletion 969,842 973,317
___________ ____________
Total Assets $ 1,159,526 $ 1,460,774
___________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Account payable and accrued
liabilities $ 1,843 25,290
Account payable to related party - 274,682
___________ ___________
Total current liabilities 1,843 299,972
Long term liabilities:
Asset retirement obligation 52,200 52,200
___________ ____________
Total liabilities 54,043 352,172
___________ ____________
Stockholders' equity:
Common stock - $.001 par value,
authorized 100,000,000 shares,
issued 57,193,128 at September 30,
2008 and 55,080,190 at
December 31, 2007 57,193 55,080
Additional paid in capital 11,883,369 11,532,176
Accumulated deficit (10,835,079) (10,478,654)
___________ ___________
Total stockholders' equity 1,105,483 1,108,602
___________ ___________
Total liabilities and stockholders'
equity $ 1,159,526 $ 1,460,774
___________ ____________
See accompanying notes to financial statements.
-1-
EMPIRE PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
____________________________ ________________________
2008 2007 2008 2007
_____________ _____________ ____________ __________
Revenue:
Petroleum sales $ 5,350 $ 0 $ 14,993 $ 5,255
_____________ _____________ ____________ __________
5,350 0 14,993 5,255
_____________ _____________ ____________ __________
Costs and expenses:
Production & operating 50,249 21,024 146,298 67,849
General & administrative 45,397 70,388 229,529 193,497
Well abandonment expense 0 38,984 0 1,158,680
____________ _____________ ____________ _________
95,646 130,396 375,827 1,420,025
____________ _____________ ____________ _________
Operating loss ( 90,296) (130,396) (360,834) (1,418,221)
____________ _____________ ____________ _________
Other (income) and expense:
Miscellaneous income ( 4,409) ( 99,606) ( 4,409) ( 99,606)
Interest income 0 0 0 ( 71)
Interest expense 0 0 0 3,450
____________ _____________ ____________ _________
Total other expense ( 4,409) ( 99,606) ( 4,409) ( 96,227)
____________ _____________ ____________ _________
Net loss $ ( 85,887) $ ( 30,790) $ ( 356,425) (1,318,543)
____________ _____________ ____________ _________
Net loss per common
share, basic and
diluted $ (.00) $ (.00) $ (.01) $ (.02)
____________ _____________ ____________ _________
Weighted average number of
common shares outstanding,
basic and diluted 57,193,128 55,080,190 56,813,883 53,241,955
____________ _____________ ____________ __________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30, September 30,
2008 2007
$ $
_________ __________
Cash flows from operating activities:
Net loss $( 356,425) $(1,318,543)
Adjustments to reconcile net loss
to net cash used in operating activities:
Value of services contributed by employees 37,500 37,500
Well abandonment costs 0 1,158,680
Stock option plan expense 41,124 0
Gain on settlement of note obligation 0 ( 96,121)
(Increase) decrease in assets:
Accounts receivable 90,757 38,443
Prepaid expenses 11,058 0
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (23,447) ( 59,221)
________ ________
Net cash used in
operating activities ( 199,433) ( 239,262)
________ ________
Cash flows from investing activities:
Acquisition of lease acres ( 13,025) 0
Well drilling and testing costs 0 ( 341,910)
Sale of royalty interest 16,500 0
________ __________
Net cash provided by
(used in) investing activities 3,475 ( 341,910)
________ __________
Cash flows from financing activities:
Proceeds from private equity placement 0 1,000,000
Settlement of note 0 ( 10,000)
________ _________
Net cash provided by financing activities 0 990,000
________ _________
Net increase (decrease) in cash (195,958) 408,828
Cash - Beginning 384,630 60,786
________ ________
Cash -Ending $188,672 $469,614
________ ________
Conversion of Debt to Common Stock 274,682 0
________ ________
See accompanying notes to financial statements.
-3-
EMPIRE PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:
The accompanying unaudited financial statements of Empire Petroleum
Corporation (Empire, or the Company) have been prepared in accordance
with United States generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by
United States generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation of the Company's financial
position, the results of operations, and the cash flows for the interim
period are included. All adjustments are of a normal, recurring nature.
Operating results for the interim period are not necessarily indicative of
the results that may be expected for the year ending December 31, 2008.
The information contained in this Form 10-Q should be read in
conjunction with the audited financial statements and related notes for
the year ended December 31, 2007 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on March 31, 2008.
The Company has been incurring significant losses in recent years.
The continuation of the Company as a going concern is dependent upon the
ability of the Company to attain future profitable operations. These
financial statements have been prepared on the basis of United States
generally accepted accounting principles applicable to a company with
continuing operations, which assume that the Company will continue in
operation for the foreseeable future and will be able to realize its assets
and discharge its obligations in the normal course of operations. Management
believes the going concern assumption to be appropriate for these financial
statements. If the going concern assumption were not appropriate for these
financial statements, then adjustments might be necessary to adjust the
carrying value of assets and liabilities and reported expenses.
The Company continues to explore and develop its oil and gas interests.
The ultimate recoverability of the Company's investment in its oil and gas
interests is dependent upon the existence and discovery of economically
recoverable oil and gas reserves, confirmation of the Company's interest in
the oil and gas interests, the ability of the Company to obtain necessary
financing to further develop the interests, and upon the ability to attain
future profitable production.
In 2003, the Company engaged a partner to explore its Cheyenne River Prospect,
Wyoming, and signed an agreement to acquire a 10% interest in a block of
acreage in the Gabbs Valley Prospect of western Nevada. In June 2005, the
Company completed a private placement of 5,000,000 shares of its common stock
along with warrants to purchase 1,250,000 shares of its common stock for an
aggregate purchase price of $500,000. Subject to certain restrictions, the
warrants may be exercised until March 15, 2009 (extended from the previous
date of November 15, 2008) at exercise prices of $0.25 and $0.50 per share.
-4-
Proceeds of the private placement were allocated $67,875 to common stock
warrants and $432,125 to common stock and paid-in capital. These funds were
used for general corporate purposes and to pay the Company's share of the
costs associated with its then 10% interest in the Gabbs Valley Oil Prospect
in Nevada. By subsequent agreement with Cortez Exploration, LLC (formerly
O. F. Duffield) dated May 8, 2006, Empire acquired an additional 30% interest
by agreeing to pay $675,000 in land and related costs to Cortez and 45% of the
drilling and completion costs on a test well to be known as the Empire Cobble
Cuesta 1-12-12-34E, Nye County, Nevada. When combined with the original 10%
working interest in the well and lease block which was expanded to 75,806
gross acres by the acquisition of an additional 30,917 acres from the U. S.
Department of the Interior on June 14, 2006, the Company's working interest
increased to 40%, after paying 55% of the drilling and completion costs of the
Empire Cobble Cuesta 1-12-12N-34E test well. To fund this increased interest,
the Company initiated a private placement of common stock along with warrants
to purchase common stock in June 2006. In connection with this private
placement, the Company issued 7,250,000 shares of common stock and warrants to
purchase 1,812,500 shares of its common stock for an aggregate purchase price
of $1,450,000. In April, 2007 the Company raised $1,000,000 through a private
placement of 5,000,000 shares of its common stock along with warrants to
purchase 1,250,000 shares of its common stock. On August 2, 2007, the Company
acquired a further 17% interest, which increased its interest in the Gabbs
Valley Prospect and leases to 57% (See Note 3). The Company is planning to
drill another well in the Gabbs Valley Prospect. The Company is currently
seeking an industry partner to drill such well.
As of September 30, 2008, the Company had $188,672 of cash on hand. In order
to sustain the Company's operations on a long term basis, the Company intends
to continue to look for merger opportunities and consider public or private
financings. The Company anticipates that it has the funds necessary to
continue its operations through the next twelve months.
Compensation of Officers and Employees
The Company's only executive officer serves without pay or other compensation.
The fair value of these services is estimated by management and is recognized
as a capital contribution. For the nine months ended September 30, 2008, the
Company recorded $37,500 as a capital contribution by its executive officer.
2. PROPERTY AND EQUIPMENT:
CHEYENNE RIVER PROSPECT
The Company owns a working interest in approximately 20,764 acres of oil
and gas leases located in Niobrara County, Wyoming (the "Cheyenne River
Prospect"). The acreage total is down from last year due to lease expiries.
The Company originally acquired leases on this prospect in 1998 and during
the period from the original acquisition to 2008, it has caused a seismic
program and the drilling of two wells which resulted in small oil producers.
In 2005, the Company recorded an impairment charge of $188,507 on its
investment in the Cheyenne River Prospect as a result of a third party
earning an interest by conducting a seismic survey and drilling the Hooligan
Draw well.
In 2007, the Company entered into a Farmout and Partial Sale Agreement with a
third party. The third party purchased a one-half interest in the Timber Draw
#1-AH and the Hooligan Draw #1-AH and agreed to drill three test wells at
locations of its choice on the farmout lands. In return for drilling the
three test wells the third party will earn a 100% interest in the 480 acres
associated with the three wells subject to a small overriding royalty retained
-5-
by the Company together with a 50% interest in the balance of the farmout
block, or the remaining 20,764 acres in the Cheyenne River Prospect. The
Company currently has an 8.75% working interest in the Timber Draw #1-AH
Well and 13.39% working interest in the Hooligan Draw 1-AH well. After the
drilling of the three test wells, the Company's remaining interest will
be its overriding royalty on the drill site 480 acres and a 13.39% working
interest in the balance of the farmout lands. The third party commenced
drilling operations in August and has set pipe and is preparing to attempt
a completion of the well as an oil producer.
On April 4, 2008 the Company sold a portion of it's ORR interest on the
Cheyenne River Prospect. The Company's portion of the proceeds were $16,500.
GABBS VALLEY PROSPECT
On May 8, 2003, the Company entered into an agreement (Duffield Agreement)
with O.F. Duffield (now Cortez Exploration, LLC) to acquire a ten percent
(10%) working interest in a block of acreage in the Gabbs Valley Prospect by
agreeing to issue 2,000,000 shares of the Company's Common Stock to Mr.
Duffield for such 10% interest. The shares were issued in July 2003. This
block of acreage in the Gabbs Valley Prospect consisted of federal leases
covering 44,604 acres in Nye and Mineral Counties, Nevada in which Mr.
Duffield had a 100% working interest. The shares were valued at $.10 per
share based on the closing price of the Company's common stock on the date of
issuance.
During September 2005, surveyors laid out a 19.5 mile seismic program on the
Gabbs Valley Prospect, and a seismic survey was commenced in October 2005.
Field work was carried out and final interpretation of the data was completed
in November 2005. Based on the results of the seismic survey, the Company
increased its working interest in the prospect to 40% (See Note 1) and
contracted a drilling rig which commenced drilling the Empire Cobble Cuesta
1-12-12N-34E, Nye County, Nevada on September 14, 2006. Drilling operations
were suspended October 23, 2006 in order to give the Company time to evaluate
the drilling results. The total gross acres in this prospect was increased to
75,806 acres by the acquisition of 30,917 acres from the U. S. Department of
the Interior on June 14, 2006.
Coastal Energy Company Nevada (CECN)(formerly PetroWorld Nevada Corp.) was a
participant in the Gabbs Valley Prospect with a seismic option under which it
elected to drill a well and earn a 30% interest from Cortez Exploration, Inc.
At such time, the Company's Chief Executive Officer was a member of the Board
of Directors of both CECN and its parent company Coastal Energy Company
(formerly PetroWorld Corporation) and he currently owns approximately 1.06%
of the parent company (CEN), which is traded on the AIM Exchange in London and
the Toronto Venture Exchange in Toronto. The Coastal interest was acquired on
August 2, 2007 by Empire (17%) and Cortez (13%), resulting in Empire's interest
being increased to 57%. To acquire the interest, Empire and Cortez agreed to
pay Coastal's share of the remaining costs related to abandonment of the
Cobble Cuesta test well. Empire's share of these costs are estimated to be
approximately $34,200. Mr. Whitehead retired from his position as
Chairman/Director of Coastal Energy Company on February 6, 2008.
On May 1, 2007 the Company announced it had re-entered and completed testing
on the Empire Cobble Cuesta 1-12-12N-34E, Nye County, Nevada well. As no
hydrocarbons were recovered, the Company has taken steps to partially plug and
abandon the well. The Company and its consultants have analyzed the data
obtained from the Cobble Cuesta 1-12 and have concluded another well should be
drilled on the prospect.
-6-
On March 3, 2008 the Company entered into a Farmout with another company
whereby it agreed to re-enter the Empire Cobble Cuesta 1-12-12N-34E located in
the Gabbs Valley Prospect, Nye and Mineral Counties, Nevada and deepen the
well to 200 feet into the Triassic Formation or 8,000 feet, whichever first
occurs. Unfortunately, the third party was unable to fulfill the contract
commitment and, therefore, the agreement terminated.
The Company is attempting to find an industry partner to drill a new test
well which likely would be located in close proximity to the 1-12 well.
The Company is proposing the well be drilled with air which has been
successful in other volcanic oil fields.
NORTH BOGGY CREEK DAKOTA PROSPECT
In October, 2007 the Company entered into a Participation Agreement with its
Chief Executive Officer whereby it invested $41,305 to receive a 6.25% interest
in the Gaskill #1 well located in the North Boggy Creek Dakota Prospect,
Niobrara County, Wyoming. In 2007, the well was re-entered and no oil and gas
reserves were determined to be present and, consequently, the initial
investment was written off in 2007.
In April 2008, the operator re-entered the well and after further testing
determined to plug and abandon the well. The Company has incurred costs of
$44,771 in 2008 for its 6.25% interest in the re-entry and deepening of the
Gaskill #1 well. In addition, the Company also is liable for certain costs
related to plugging and abandoning the well. The well operator has informed
the Company that it expects proceeds from the sale of equipment at the well
to offset the costs of plugging and abandoning the well. Therefore, the
Company has not accrued any additional liability for plugging and abandoning
the well.
3. EQUITY
On February 19, 2008 the Company's Board of Directors approved the conversion
to stock of the Company's liability to its Chief Executive Officer, A. E.
Whitehead. The liability of $274,682 was converted to 2,112,938 shares of
common stock at a price of $0.13 per share.
On February 19, 2008 the Company's Board of Directors approved granting
options to purchase 350,000 shares of the Company's common stock to
directors and employee at $0.13 per share. The options are immediately
vested and expire after ten years. The Company recorded an expense of
$41,124 for the fair market value of the options. Fair values were estimated
at the date of grant of the options, using the Black-Scholes Option Valuation
Model with the following weighted average assumptions: risk free interest
rate of 3.76%, volatility factor of the expected market price of the
Company's common stock of 147%, no dividend yield, and a weighted average
expected life of the options of 5 years. For the purpose of determining the
expected life of the options, the Company utilizes the Simplified Method as
defined in Staff Accounting Bulletin No. 107 issued by the Securities and
Exchange Commission.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period. The computation of Diluted EPS does not assume conversion,
exercise or contingent exercise of securities that would have an anti-dilutive
effect on losses. As a result, if there is a loss from continuing operations,
Diluted EPS is computed in the same manner as Basic EPS is computed. At
September 30, 2008 the Company has 905,000 and 4,312,500 options and warrants
outstanding, respectively, that were not included in the calculation of
-7-
earnings per share for the years then ended. Such financial instruments may
become dilutive and would then need to be included in future calculations of
Diluted EPS.
On April 16, 2008 the Company extended all of its outstanding warrants to
November 15, 2008. Fair values of the extended warrants were estimated at
the date of extension using the Black-Scholes Option Valuation Model with
the following weighted average assumptions: risk free interest rate of
1.49%, volatility factor of the expected market price of the Company's
common stock of 154%, no dividend yield, and a weighted average expected
life of the warrants of 7 months. As a result of the extension, the
outstanding warrants are valued at $42,325, which had no income statement
effect. On October 1, 2008, the Company extended all of the outstanding
warrants to March 15, 2009 (See Note 4).
4. SUBSEQUENT EVENTS
On October 1, 2008 the Company's Board of Directors extended all of the
outstanding warrants to purchase common stock from November 15, 2008 to
March 15, 2009.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL TO ALL PERIODS
The Company's primary business is the exploration and development of oil and
gas interests. The Company has incurred significant losses from operations,
and there is no assurance that it will achieve profitability or obtain funds
necessary to finance its operations. Sales revenue for all periods presented
is attributable to the production of oil from the Company's Timber Draw #1-AH
and the Hooligan Draw #1-AH wells located in the Eastern Powder River Basin
in the State of Wyoming, otherwise known as the Cheyenne River Prospect.
For all periods presented, the Company's effective tax rate is 0%. The
Company has generated net operating losses since inception, which would
normally reflect a tax benefit in the statement of operations and a deferred
asset on the balance sheet. However, because of the current uncertainty as
to the Company's ability to achieve profitability, a valuation reserve has
been established that offsets the amount of any tax benefit available
for each period presented in the statements of operations.
THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008, COMPARED TO THREE MONTH PERIOD
ENDED SEPTEMBER 30, 2007.
For the three months ended September 30, 2008, sales revenue increased $5,350
from $0 for the same period during 2007. The increase in sales revenue was
the result of production from the Timber Draw #1-AH and the Hooligan Draw
#1-AH wells.
Well abandonment expenses decreased to $0 for the three months ended September
30, 2008 from $38,984 in 2007. The decrease is due to the determination to
partially plug and abandon the Cobble Cuesta test well in Nevada in 2007.
Production and operating expenses increased $29,225 to $50,249 for the
three months ended September 30, 2008, from $21,024 for the same period in
2007. The increase was primarily due to the Company's higher percentage of
Nevada lease rental costs.
-8-
General and administrative expenses decreased by $24,991 to $45,397 for the
three months ended September 30, 2008, from $70,388 for the same period in
2007. The decrease was primarily due to lower legal costs in 2008 compared
to 2007 when the Company incurred legal costs in connection with the
Weatherford note settlement and the 2007 private placement.
For the three months ended September 30, 2008, interest expense decreased
$1,725 to $0 due to the settlement of the Weatherford note payable in 2007.
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2008, COMPARED TO NINE MONTH PERIOD
ENDED SEPTEMBER 30, 2007.
For the nine months ended September 30, 2008, sales revenue increased $9,738
to $14,993 compared to $5,255 for the same period during 2007. The increase
in sales revenue was the result of higher production from the Timber Draw
#1-AH and the Hooligan Draw #1-AH wells.
Well abandonment expenses decreased to $0 for the nine months ended September
30, 2008 from $1,158,680 in 2007. In 2007, the Company recorded abandonment
costs related to the Cobble Cuesta well.
Production and operating expenses increased $78,449 to $146,298 for the
nine months ended September 30, 2008, from $67,849 for the same period in
2007. The increase was primarily due to costs related to the re-entry of
the North Boggy Creek Dakota Prospect and the Company's greater interest
in the Nevada lease rentals.
General and administrative expenses increased by $36,032 to $229,529 for
the nine months ended September 30, 2008, from $193,497 for the same period
in 2007. The increase was primarily due to stock options issued in 2008 and
expenses related to administration costs of the Company's leases partially
offset by a decrease in legal costs in 2008.
Interest expense decreased to $0 for the nine months ended September 30, 2008
from $3,450 for the same period in 2007. The decrease is due to the
settlement of the Weatherford note payable in 2007.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
As of September 30, 2008, the Company had $188,672 of cash on hand. The
Company believes that its cash on hand will allow it to finance its
operations for the next twelve months. In order to sustain the Company's
operations on a long term basis, the Company intends to continue to look for
merger opportunities and consider public or private financings. The Company
does not plan to undertake further exploration of the Gabbs Valley or Cheyenne
River Prospects without an industry partner or additional equity placement.
OUTLOOK
In 2007, the Company entered into a Farmout and Partial Sale Agreement with a
third party. The third party purchased a one-half interest in the Timber Draw
#1-AH and the Hooligan Draw #1-AH and agreed to drill three test wells at
locations of its choice on the farmout lands. In return for drilling the
three test wells the third party will earn a 100% interest in the 480 acres
associated with the three wells subject to a small overriding royalty retained
by the Company together with a 50% interest in the balance of the farmout
block, or the remaining 20,764 acres in the Cheyenne River Prospect. After
the drilling of the three test wells, the Company's remaining interest will
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be its overriding royalty on the drill site 480 acres and a 13.39% working
interest in the balance of the farmout lands.
As stated elsewhere in this Form 10-Q, on May 1, 2007, after further
testing of the Company's only well in the Gabbs Valley Prospect, the
Company decided to partially plug and abandon the well since no hydrocarbons
were recovered. However, the Company was encouraged by the data it acquired
in connection with the drilling, logging and testing of the well and
additional studies of such data, with the assistance of geological and
engineering consultants, determined that further drilling is warranted.
It is possible that excessive mud exposure in the hole for over five months
seriously impeded the process of recovering hydrocarbons. It was
determined that a new test well should be drilled using a different
method of drilling. In March, 2008 the Company entered into a farmout
agreement with a third party who had agreed to re-enter the Cobble Cuesta 1-12
well. Unfortunately, the third party was unable to fulfill the contract
commitment. Therefore, the agreement terminated by its own terms. The
Company is attempting to find an industry partner to drill a new test well in
close proximity to the Cobble Cuesta 1-12.
ADVANCES FROM RELATED PARTY
Through March 31, 2005, the Company financed its operations primarily through
advances made to the Company by the Albert E. Whitehead Living Trust, of which
the Company's Chairman of the Board and Chief Executive Officer, Mr. Whitehead,
is the trustee. At the end of 2007 the Company was indebted to the Albert E.
Whitehead Living Trust in the amount of $274,682. This loan was converted, on
February 19, 2008, into 2,112,938 shares of the Company's common stock at
$0.13 per share.
MATERIAL RISKS
The Company has incurred significant losses from operations and there is no
assurance that it will achieve profitability or obtain funds necessary to
finance continued operations. For other material risks, see the Company's
form 10-KSB for the period ended December 31, 2007, which was filed March 31,
2008.
FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-Q, including this section, includes certain
statements that may be deemed "forward-looking statements" within the meaning
of federal securities laws. All statements, other than statements of
historical facts, that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the future,
including future sources of financing and other possible business
developments, are forward-looking statements. Such statements are subject
to a number of assumptions, risks and uncertainties and could be affected by
a number of different factors, including the Company's failure to secure short
and long term financing necessary to sustain and grow its operations, increased
competition, changes in the markets in which the Company participates and the
technology utilized by the Company and new legislation regarding environmental
matters. These risks and other risks that could affect the Company's business
are more fully described in reports it files with the Securities and Exchange
Commission, including its Form 10-KSB for the fiscal year ended December 31,
2007. Actual results may vary materially from the forward-looking statements.
The Company undertakes no duty to update any of the forward-looking statements
in this Form 10-Q.
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Item 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out an
evaluation under the supervision of the Company's Chief Executive Officer (and
principal financial officer) of the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to Securities
Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, the
Company's Chief Executive Officer (and principal financial officer) has
concluded that the disclosure controls and procedures as of the end of the
period covered by this report are effective. During the period covered by this
report, there was no change in the Company's internal controls over financial
reporting that has materially affected or that is reasonably likely to
materially affect the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits
a) Exhibits
31 Certification of Chief Executive Officer (and principal
financial officer) pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as
amended, and Item 601(b)(31) of Regulation S-K, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(submitted herewith).
32 Certification of Chief Executive Officer (and principal
financial officer) pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (submitted herewith).
EMPIRE PETROLEUM CORPORATION
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, thereunto duly authorized.
EMPIRE PETROLEUM CORPORATION
Date: November 11, 2008 By: /s/ Albert E. Whitehead
___________________
Albert E. Whitehead
Chairman/CEO
EXHIBIT INDEX
NO. DESCRIPTION
31 Certification of Chief Executive Officer (and principal
financial officer) pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as
amended, and Item 601(b)(31) of Regulation S-K, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(submitted herewith).
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32 Certification of Chief Executive Officer (and principal
financial officer) pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (submitted herewith).
EXHIBIT 31
CERTIFICATION
I, Albert E. Whitehead, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Empire
Petroleum Corporation;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
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registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
November 11, 2008 /s/ Albert E. Whitehead
Albert E. Whitehead,
Chief Executive Officer and
Principal Financial Officer
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Empire Petroleum Corporation
(the "Company") on Form 10-Q for the period ending September 30, 2008 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Albert E. Whitehead, Chief Executive Officer (and principal
financial officer) of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
November 11, 2008 /s/ Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer and
Principal Financial Officer
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