UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Empire Petroleum Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
030910 20 2
(CUSIP Number)
February 11, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 030910 20 2 13G Page 2 of 4
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George H. Plewes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,507,500
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,507,500
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,507,500
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.13%
12 TYPE OF REPORTING PERSON
IN
CUSIP NO. 030910 20 2 13G Page 3 of 4
Item 1. (a) Name of Issuer: Empire Petroleum Corporation
(b) Address of Issuer's Principal Executive Offices:
8801 S. Yale, Suite 120
Tulsa, Oklahoma 74137-3575
Item 2. (a) Name of Person Filing: George H. Plewes
(b) Address of Principal Business Office:
P.O. Box HM 1431
Hamilton HMFX
Bermuda
(c) Citizenship: Canada
(d) Title of Class of Securities: Common Stock, par value $.001
(e) CUSIP Number: 030910 20 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Not Applicable
Item 4. Ownership.
(a) Amount Beneficially Owned: 3,507,500*
(b) Percent of Class: 6.13%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,507,500
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
3,507,500
(iv) shared power to dispose or to direct the disposition
of: -0-
* Includes 70,000 shares subject to stock options which are exercisable
within 60 days and also includes 687,500 shares subject to warrants which are
exercisable within 60 days.
CUSIP NO. 030910 20 2 13G Page 4 of 4
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2009 /s/ George H. Plewes
____________________
George H. Plewes