UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 OR 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2004
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________to________________
Commission file number 001-16653
EMPIRE PETROLEUM CORPORATION
(Exact name of small business 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
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, $.001 Par Value - 37,830,190 shares outstanding as of
March 31, 2004.
Transitional Small Business Disclosure Format: [ ] Yes [X] No
EMPIRE PETROLEUM CORPORATION
INDEX TO FORM 10-QSB
Part I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheet at March 31, 2004 (Unaudited) 1
Statements of Operations for the three months
ended March 31, 2004 and 2003 (Unaudited) 2
Statements of Cash Flows for the three months ended
March 31, 2004 and 2003 (Unaudited) 3
Notes to Financial Statements 4-6
Item 2. Plan of Operation 6-9
Item 3. Controls and Procedures 9-10
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Item 1. FINANCIAL STATEMENTS
EMPIRE PETROLEUM CORPORATION
BALANCE SHEET
March 31
2004
ASSETS (Unaudited)
___________
Current assets:
Cash $ 1,224
Accounts receivable 37,706
___________
Total current assets 38,930
Property & equipment, net of accumulated
depreciation and depletion 527,109
___________
Total Assets $ 566,039
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 279,506
Accounts payable to related party 137,594
Note payable 87,146
___________
Total current liabilities 504,246
___________
Total liabilities 504,246
___________
Stockholders' equity:
Common stock at par value 37,830
Additional paid in capital 8,380,635
Accumulated deficit (8,356,672)
___________
Total stockholders' equity 61,793
___________
Total Liabilities and Equity $ 566,039
___________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31
________________________
2004 2003
____________ __________
Revenue:
Petroleum sales $ 34,607 $ 0
____________ __________
34,607 0
____________ __________
Costs and expenses:
Production & operating 22,128 17,234
General & administrative 57,202 28,127
Depreciation expense 0 1,028
Leasehold impairment 0 190,066
____________ __________
79,330 236,445
____________ __________
Operating loss (44,723) (236,445)
____________ __________
Other (income) and expense:
Miscellaneous income (25) (2,024)
Interest expense 1,725 0
____________ __________
Total other(income) and expense 1,700 (2,024)
____________ __________
Net loss $ (46,423) $ (234,431)
____________ __________
Net loss per common share $ .00 $ .01
____________ __________
Weighted average number of
common shares outstanding 37,830,190 26,529,686
____________ __________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31, March 31,
2004 2003
_________ _________
Cash flows from operating activities:
Net loss $(46,423) $(234,431)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 0 1,028
Leasehold impairment 0 190,066
Value of services contributed by employees 12,500 0
(Increase) decrease in assets:
Accounts receivable (16,643) 316
Prepaid expenses 2,651 3,920
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 20,103 34,106
________ ________
Net cash used in operating activities (27,812) (4,995)
________ ________
Cash flows from investing activities:
Proceeds from sale of property, plant
and equipment 0 0
________ ________
Net cash provided by investing activities 0 0
________ ________
Cash flows from financing activities:
Advances from related party 7,414 0
________ ________
Net cash provided by financing activities 7,414 0
________ ________
Net decrease in cash (20,398) ( 4,995)
Cash - Beginning 21,622 5,454
________ ________
Cash -Ending $ 1,224 $ 459
________ ________
Non-cash investing and financing activities:
Common stock issued for accounts payable
and accrued liabilities $ 0 $278,441
Common Stock issued for notes and
debentures payable $ 0 $220,000
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(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-QSB. 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
(consisting of only normal recurring 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.
Operating results for the interim period are not necessarily indicative
of the results that may be expected for the year ending December 31, 2004.
The information contained in this Form 10-QSB should be read in
conjunction with the audited financial statements and related notes for
the year ended December 31, 2003 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on March 30, 2004.
The continuation of the Company 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. The Company has been incurring significant
losses in recent years and has a significant working capital deficiency as
of March 31, 2004. The Company also recognized an impairment charge of
$6,496,614 on its oil and gas property in 2002 and an additional impairment
charge of $190,066 in the first quarter of 2003.
The Company believes it is the intention of the Company's Chief Executive
Officer, or a trust controlled by him, to continue funding the Company's
basic expenses through December 31, 2004, or until such time as the Company
secures other sources of financing. However, there can be no assurance
that such funds will be provided by Mr. Whitehead or an affiliate of Mr.
Whitehead. In 2003, the Company engaged a partner to explore its Cheyenne
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River Prospect, and signed an agreement to acquire a 10% interest in a block
of acreage in the Gabbs Valley Prospect of western Nevada. 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.
Compensation of Officers and Employees
The Company's executive officer serves without pay or other non-equity
compensation. The fair value of these services is estimated by management
and is recognized as a capital contribution. For the three months ended
March 31, 2004, the Company recorded $12,500 as a capital contribution by
its executive officer.
2. NOTES PAYABLE
In December 2001, the Company executed a note with Weatherford
U.S., L.P. to satisfy an outstanding indebtedness for service in
the drilling of the Timber Draw #1-AH well. The principal amount
of this note is $108,334 with interest payments at 10% per annum
commencing on May 27, 2001, until all interest and principal amounts
are paid in full. Timely payments were made in accordance with
the terms of this note through March 2002. In April 2002, the "payee"
of this note agreed to a revised payment schedule extending final payment
of $66,997 from April 10, 2002, until June 10, 2002. In connection
with this payment schedule, an initial payment of $10,000 was made in
April 2002, however, since that time, no further payments have been made.
In addition, on March 17, 2003, the Company issued 2,842,243 shares of
Company common stock as payment for notes payable to related parties
of $220,000 plus accrued interest of $22,601. Also, on March 17, 2003,
the Company issued 7,653,970 shares of Company common stock as payment
for accounts payable totaling $255,840. Of this amount, $238,986 was
payable to the Company's executive officer.
3. PROPERTY AND EQUIPMENT:
At December 31, 2002, the Company's management determined that an impairment
allowance of $6,496,614 was necessary to properly value the Company's oil
and gas properties bringing the net book value of the oil and gas properties
to $594,915. The basis for the impairment was the determination by the United
States Bureau of Land Management (BLM) that it does not consider the Timber
Draw #1-AH well economic. In other words, under the BLM's criteria for
economic determination, the well will not pay out the cost incurred to drill
and complete the well. The BLM also advised the Company that since it did
not commence another test well prior to August 12, 2002, the Timber Draw Unit
was terminated. Furthermore, a bottom hole pressure survey conducted in
April 2002 indicated a limited reservoir for the well. The value was calculated
using an estimated $10 per acre market price for the leases multiplied by the
Company's working interest.
In the first quarter 2003, the Company recorded an additional leasehold
impairment charge of $190,066 as a result of the assignment of the leases on
42,237 acres in the Cheyenne River Prospect (See Note 5).
On May 8, 2003, the Company entered into an agreement with O.F. Duffield
(Duffield Agreement) to acquire a ten percent (10%) 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%
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interest. The shares were issued in July 2003. This block of acreage in
the Gabbs Valley Prospect consists of federal leases covering approximately
45,000 acres in Nye and Mineral Counties, Nevada in which Mr. Duffield has
a 100% working interest. Pursuant to the Duffield Agreement, the Company
is also entitled to acquire up to a 10% interest in a block of 26,080 acres
also located in the Gabbs Valley Prospect should Duffield acquire an
interest in this block. The shares were valued at $.10 per share based on
the closing price of the Company's common stock on the date of issuance.
4. CONTINGENCIES
The Company's former management (Messrs. McGrain and Jacobsen) entered
into a lease agreement for office space in Canada. This office was closed
after Messrs. McGrain and Jacobsen resigned as officers of the Company.
This lease agreement calls for monthly lease and tax payments of
approximately $4,400 (U.S.) through April of 2006. No lease payment was
made subsequent to December of 2002 and, in January of 2003, the Company
was notified that the lease had been terminated without prejudice to the
landlord's right to hold the Company liable for future damages related to
lost rent. The Company has recorded a liability of $105,600 in the March
31, 2004 financial statements for payments due under the lease.
5. PAYMENT OF LEASE RENTALS
On March 28, 2003, a third party paid approximately $84,485 of the Company's
lease rentals on 42,237 acres in the Cheyenne River Prospect in return for
an assignment of such leases. In connection with this transaction, the
Company retained an overriding royalty of 1.5% on 33,597 of the acres and a
2% overriding royalty on 8,640 of the acres.
On March 31, 2003, a third party paid approximately $52,128 of the Company's
lease rentals on 32,243 acres in the Cheyenne River Prospect in exchange for an
option to drill a test well in order to earn an interest in the farmout block,
which option was subject to the third party first completing a seismic survey
covering 16 square miles in the Cheyenne River Prospect. This survey was
completed in September of 2003. The processing and interpreting of the data
from such survey was completed September 30, 2003, and earned the third party
a 25% interest in the #1-AH well and prospect acreage. This third party has
advised Empire it elects to drill a test well and a new Federal Drilling Unit
has been formed on which to test (utilize) the seismic properly. Preparations
are being made to drill a test well in the second or third quarter of 2004.
Item 2. PLAN OF OPERATION
The Company has no significant on-going income producing oil and gas
properties at March 31, 2004. To date, the Company's operations have been
primarily financed through sales of its Common Stock and loans from related
parties. The Company's limited revenues have been generated by its Timber
Draw #1-AH well, which is further described below.
Pursuant to that certain Americomm Cheyenne River Prospect Agreement dated
March 4, 1998, as amended (the "Prospect Agreement"), the Company paid $234,500
in March 1998 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"). Also in accordance with the Prospect Agreement,
the Company 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.
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Prior to the Company acquiring Empire Petroleum Corporation, the Company
entered into that certain farmout agreement dated November 15, 2000 by and
among the Company, Empire Petroleum Corporation and certain other partners
(the "Farmout Agreement"). Pursuant to the Farmout Agreement, drilling of
the Timber Draw #1-AH well commenced during December of 2000 within the
25,000 acre Timber Draw Federal Drilling Unit included in the Cheyenne
River Prospect. The following parties participated with Empire Petroleum
Corporation in the drilling of the Timber Draw #1-AH well at the
following participation levels: Maxy Resources, LLC (25%), Enterra
Energy Corp. (formerly Big Horn Resources Ltd.) (15%) and 74305
Alberta Ltd. (10%). The drilling of the Timber Draw #1-AH well
was completed at a total measured depth of 10,578 feet, of which
the last 2,030 feet were drilled horizontally through the Newcastle
"B" formation. The Timber Draw #1-AH encountered flows of oil and
gas during the horizontal drilling. Thereafter, the Company conducted a
series of production methods on its Timber Draw Unit #1-AH well during
the period from February 13, 2001 to June 22, 2001. During the test
period, the well flowed 8,139 barrels of 44 degree light gravity
sweet crude and 29,072,000 cubic feet of natural gas with a BTU
content of 1,493 and rich in natural gas liquids. Consulting
engineers calculated that the natural gas would yield natural gas
liquids of approximately 70 barrels per day based on estimated gas
production of 500,000 cubic feet per day. The well was shut-in on
June 22, 2001 to conserve the natural gas, which was flared during
the test period. A bottom hole pressure survey of the Timber Draw
#1-AH well conducted in April of 2002 indicated a limited reservoir for
this well.
The Bureau of Land Management ("BLM") advised the Company that it does not
consider the Timber Draw Unit #1-AH well economic. In other words, under
the BLM's criteria for economic determination, the well will not pay out
the cost incurred to drill and complete the well. The Company planned on
initiating additional drilling during the second half of 2002; however, due
to poor financial market conditions, the Company was unable to raise the
funds necessary to complete such drilling. The BLM also advised the Company
that since it did not commence another test well prior to August 12, 2002,
the Timber Draw Unit had been terminated.
Beginning in April of 2003, the Company initiated testing of the well for
10 days per month for a extended period by authority of the BLM. During the
test periods indicated below, the #1-AH well produced the following number
of barrels in 2003 and 2004:
Days in Number
Month Test Period Of Barrels
April (2003) 7 1,335
June 10 1,421
July 10 1,321
August 10 1,029
October 10 954
November 10 693
January (2004) 13 585
February 11 479
March 17 389
All of the Company's limited revenues in 2003 and 2004 were attributable
to the above described production from its #1-AH well. The Company
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continued testing the #1-AH well through March 2004. The test results
will be evaluated to determine what future production practice might
be utilized.
Through the period ended March 31, 2004, the Company has been actively
engaged in seeking viable sources of financing to support continued
operations and to continue its drilling plan. As stated above, the
Company anticipated drilling additional wells prior to the quarter ended
June 30, 2002. However, due to poor financial market conditions, it has not
been able to raise the funds necessary to conduct its drilling program.
As a result, the Company has entered into arrangements with certain third
parties in an attempt to commercially exploit its properties. On March 19,
2003, another company agreed to pay the lease rentals totaling $84,485 on
42,237 acres in the Cheyenne River Prospect in return for an assignment of
the leases. The Company retained an overriding royalty of 1.5% on 33,597
acres and a 2% overriding royalty on approximately 8,640 acres. The third
party paid the lease rentals on March 28, 2003.
As of March 31, 2004, the Company owns a thirty three and one-third percent
(33.33%) working interest in the Timber Draw #1-AH well. The Company's working
interest in the #1-AH well, was reduced from 50% by virtue of the terms of a
Farmout Agreement with a third party that is subject to final documentation (the
"2003 Farmout Agreement"), pursuant to which the third party completed a 16
square mile seismic program and earned a 25% interest in the #1-AH well
effective October 1, 2003. The third party also has the right to drill a new
test well on the farmout lands for which it will earn an additional interest in
the #1-AH. Upon the completion of this new test well, the Company's interest in
the #1-AH well will be reduced to 17.5% and its working interest in the balance
of the 36,410 gross acres of leases currently held by the Company will be
reduced to 26.8%. The Company will have no cost obligation associated with the
new test well to be drilled by the third party. In order to drill the test
well, a new Federal Unit is being formed. The Company anticipates that the new
test well will be drilled in the second or third quarter of 2004. Also, as of
December 31, 2003, the Company retains an overriding royalty on 42,237 acres.
On May 8, 2003, the Company entered into an agreement with O.F. Duffield
(the "Duffield Agreement") to acquire a ten percent (10%) 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 consists of federal leases covering approximately
45,000 acres in Nye and Mineral Counties, Nevada in which Mr. Duffield has
a 100% working interest. Pursuant to the Duffield Agreement, the Company
is also entitled to acquire up to a 10% interest in a block of 26,080 acres
also located in the Gabbs Valley Prospect should Duffield acquire an
interest in this block. The shares were valued at $.10 per share based on
the closing price of the Company's common stock on the date of issuance.
The Company is in the process of forming a Federal Unit for this property.
As of March 31, 2004, the Company had $1,224 of cash on hand. The Company
expects that its cash on hand will not be sufficient to fund its
operations for any material length of time. During the next twelve months,
the Company's material commitments include payments to be made and
obligations that could arise as further described below. In addition, the
Company expects to incur costs of approximately $10,000 per month relating
to administrative, office and other expenses.
The Company's former management (Messrs. McGrain and Jacobsen) entered into
a lease agreement for office space in Canada. This office was closed after
-8-
Messrs. McGrain and Jacobsen resigned as officers of the Company. This lease
agreement calls for monthly lease and tax payments of approximately $4,400
(U.S.) through April of 2006. No lease payment was made subsequent to
December of 2002 and, January of 2003, the Company was notified that the lease
had been terminated Without prejudice to the landlord's right to hold the
Company liable for Future damages related to lost rent. The Company has
recorded a liability of $105,600 in the financial statements relating to the
lease for the period ended March 31, 2004.
In Tulsa, Oklahoma, the Company leases office space under a sub-lease
agreement with an unrelated party which will expire in December 2004.
The lease calls for monthly lease payments of $1,009 for the years
2003 and 2004.
As of March 31, 2004, the Company owes approximately $85,421 including
accrued interest to Weatherford U.S., L.P. for services rendered by
Weatherford.
Through the year ended December 31, 2003, 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.
The Company believes it is the intention of the Whitehead Trust
to continue funding the Company's basic expenses through December 31,
2004, or until such time as the Company secures other sources of
financing. However, there can be no assurance the Whitehead Trust will
continue to fund such expenses. In order to sustain the Company's
operations on a long term basis, management intends to continue to look
for merger opportunities and consider public or private financings.
For the three months ended March 31, 2004, the Whitehead Trust has
advanced $7,414 to the Company.
The Company employs one secretary in its Tulsa office and does not at
this time expect any significant change in the number of its employees
during the next twelve months. If the Company is successful in raising
additional capital, it will employ part-time or temporary persons
and consultants in situations where special expertise is required.
Mr. Whitehead serves as an executive officer of the Company without
compensation.
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,
2003, which was filed March 30, 2004.
Item 3. CONTROLS AND PROCEDURES
The Company carried out an evaluation under the supervision of the Company's
Chief Executive 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 on Form 10-QSB are effective. The design of any
system of controls is based in part upon certain assumptions about the
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likelihood of future events and there can be no assurance that any design will
succeed in adhering to its stated goals under all potential future conditions.
During the period covered by this report on Form 10-QSB, there have been no
material changes in the Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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-B, 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).
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EMPIRE PETROLEUM CORPORATION
SIGNATURES
In accordance with the requirements of the Exchange Act, the small
business issuer caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMPIRE PETROLEUM CORPORATION
Date: May 21, 2004 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-B, 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).
EXHIBIT 31
CERTIFICATION
I, Albert E. Whitehead, Chief Executive Officer (and principal financial
Officer) of Empire Petroleum Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB 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 small business issuer as of, and for, the periods
presented in this report;
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4. The small business issuer'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))
for the small business issuer 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
small business issuer's, 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) Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the controls
and procedures, as of the end of the period covered by this report
based on such evaluation; and
(c) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent
fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors
and the audit committee of small business issuer'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 small business
issuer'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
small business issuer's internal control over financial
reporting.
May 21, 2004 /s/ Albert E. Whitehead
Albert E. Whitehead,
Chief Executive Officer and
Principal Financial Officer
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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-QSB for the period ending March 31, 2004 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.
May 21, 2004 /s/ Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer and
principal financial officer
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