UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment Number 1
(Mark One)
[X] Quarterly Report Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003
[ ] 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) (Zip Code)
(Issuer's telephone number) (918) 488-8068
15 E. 5th Street, Suite 4000, Tulsa, Oklahoma 74103-4346
(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
August 8, 2003.
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 June 30, 2003 (Unaudited) 1
Statements of Operations for the three months and six months
ended June 30, 2003 and 2002 (Unaudited) 2
Statements of Cash Flows for the six months ended
June 30, 2003 and 2002 (Unaudited) 3
Notes to Financial Statements 4-6
Item 2. Plan of Operation 6-9
Item 3. Controls and Procedures 9
Part II. OTHER INFORMATION
Item 2. Changes in Securities 9-10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
Item 1. FINANCIAL STATEMENTS
EMPIRE PETROLEUM CORPORATION
BALANCE SHEET
June 30,
2003
ASSETS (Unaudited)
___________
Current assets:
Cash $ 3,743
Accounts receivable 2,351
___________
Total current assets 6,094
Property & equipment net,of accumulated
depreciation and depletion 373,821
___________
Total Assets $ 379,915
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 140,680
Accounts payable to related party 66,362
Note payable 66,997
___________
Total current liabilities 274,039
___________
Total liabilities 274,039
___________
Stockholders' equity:
Common stock at par value 35,830
Additional paid in capital 8,145,135
Accumulated deficit (8,075,089)
___________
Total stockholders' equity 105,876
___________
Total Liabilities and Equity $ 379,915
___________
See accompanying notes to financial statements.
-1-
EMPIRE PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
_________________ ________________
2003 2002 2003 2002
____________ __________ _________ ________
Revenue:
Oil and gas sales $ 32,774 $ 0 $ 32,774 $ 0
Gross production taxes 1,114 0 1,114 0
____________ __________ __________ __________
33,888 0 33,888 0
____________ __________ __________ __________
Costs and expenses:
Production & operating 21,882 0 39,117 0
General & administrative 72,727 125,814 100,854 251,765
Depreciation expense 30,000 1,054 31,028 2,098
Leasehold impairment 0 0 190,066 0
____________ __________ __________ __________
124,609 126,868 361,065 253,863
____________ __________ __________ __________
Operating loss (90,721) (126,868) (327,177) (253,863)
____________ __________ __________ __________
Other (income) and expense:
Miscellaneous income (19) (1,785) (2,043) (1,785)
Interest expense 0 14,993 0 20,378
Gain on sale of assets (2,201) 0 (2,201) 0
____________ __________ __________ __________
Total other(income) and expense (2,220) 13,208 (4,244) 18,593
____________ __________ __________ __________
Net loss $ (88,501) $ (140,076) $(322,933) $(272,456)
____________ __________ __________ __________
Net loss per common share $ .00 $ .01 $ .01 $ .01
____________ __________ __________ __________
Weighted average number of
common shares outstanding 35,830,190 24,459,906 31,205,630 24,103,424
____________ __________ __________ __________
See accompanying notes to financial statements
-2-
EMPIRE PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30, June 30,
2003 2002
_________ _________
Cash flows from operating activities:
Net loss $(322,933) $(272,456)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 31,028 2,098
Leasehold impairment 190,066 0
Gain on sale of assets (2,201) 0
Value of services contributed by employees 25,000 0
(Increase) decrease in assets:
Accounts receivable 182 127,710
Prepaid expenses 3,920 (533)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 65,916 (152,513)
________ ________
Net cash used in operating activities (9,022) (295,694)
________ ________
Cash flows from investing activities:
Proceeds from sale of property and equipment 7,311 70,224
________ ________
Net cash provided by investing activities 7,311 70,224
________ ________
Cash flows from financing activities:
Issuance of common stock 0 608
Proceeds of note payable - related party 0 170,000
Repayment of note payable - related party 0 121,025
Repayment of debenture payable 0 (96,000)
________ ________
Net cash provided by financing activities 0 195,633
________ ________
Net decrease in cash (1,711) (29,837)
Cash - Beginning 5,454 38,242
________ ________
Cash -Ending $ 3,743 $ 8,405
________ ________
Non-cash investing and financing activities:
Common stock issued for accounts payable
and accrued liabilities $278,441 $ 0
Common Stock issued for notes and
debentures payable $220,000 $ 0
See accompanying notes to financial statements
-3-
EMPIRE PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(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, 2003.
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, 2002 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on April 16, 2003.
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 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 June 30, 2003. 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.
Management plans to continue to support the Company financially during
the next several months. During the six months ended June 30, 2003, the
Company engaged a partner to explore its Cheyenne River Project,
and signed an agreement to acquire a 10% interest in a block of acreage
-4-
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 six months ended
June 30, 2003, the Company recorded $25,000 as a capital contribution by
its executive officer.
New Accounting Standard
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity."
SFAS No. 150 establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many
of those were previously classified as equity. SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. Management does not expect the adoption of
SFAS No. 150 to have a significant impact on the Company as the Company has
not issued any financial instruments falling within the scope of SFAS
No. 150.
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 10,496,213 shares of
Company common stock as payment for accounts payable of $314,886.
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 Timber Draw #1-AH was completed as an oil 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 had been terminated.
Furthermore, a bottom hole pressure survey conducted in April 2002 indicated
-5-
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.
For the three months ended March 31, 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 Project (See Note 5).
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.
The Company attempted but was not able to formally sublease this office
space. No lease payment was made through June 2003, and the Company has
been notified that the lease has been terminated without prejudice to the
landlord's right to hold the Company liable for future damages related to
lost rent. This lease agreement calls for monthly lease and tax payments
of approximately $4,400 (U.S.) and expires in April of 2006.
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 Project 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 $51,693 of the Company's
lease rentals on 32,243 acres in the Cheyenne River Project in exchange
for an option to drill a test well in order to earn an interest in the
farmout block, which option is subject to the third party first completing
a seismic survey covering 16 square miles in the Cheyenne River Project.
This survey is underway and is expected to be completed in August of 2003.
The Company anticipates that processing and interpreting the data from such
survey will take approximately two months.
6. STOCK OPTIONS
On May 9, 2003, the Board granted 150,000 options to a director and 50,000
options to an employee of the Company under the 1995 Stock Option Plan. The
exercise price is $.10 per share. As the exercise price exceeded the closing
price of the Company's Common Stock on the date of grant, no compensation
cost was recorded.
7. SUBSEQUENT EVENT
In July 2003, the Company issued 2,000,000 shares of its Common Stock to
O.F. Duffield in exchange for a 10% interest in the Gabbs Valley Prospect
Pursuant to an agreement entered into on May 8, 2003.
Item 2. PLAN OF OPERATION
The Company has no continuous income producing oil and gas properties at
June 30, 2003. 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.
-6-
From 1998 to 1999, the Company entered into leases covering an aggregate
of approximately 102,000 acres located primarily in Niobrara County,
Wyoming (the "Cheyenne River Project"). 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
Project. 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 Company encountered flows of oil and gas
during the horizontal drilling. 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. Once the well is placed on production for a prolonged
period of time, a more definitive calculation of reserves can be made.
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. At June 30, 2003, the Company
owns a fifty (50%) percent working interest in the Timber Draw #1-AH well.
The Company's working interest is convertible to a seventy-five (75%) percent
working interest after its partners recover their drilling and completion
costs. The Company reserves an overriding royalty interest of seven (7%)
percent proportionally reduced. Beginning in April of 2003, the Company
initiated testing of the well for 10 days per month for a three month period
by authority of the BLM. During a initial seven day test period in April the
well produced 1,335 barrels of oil, in June it produced 1,421 barrels over
a ten day test period, and in July it produced 1,321 barrels of oil in a ten
day test period.
Through the period ended June 30, 2003, 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 of such problems, the Company entered into two separate transactions with
-7-
third parties in 2003. The first transaction entered into on
March 19, 2003 involved 42,237 acres in the Cheyenne River Project on which
another company agreed to pay the lease rentals totaling $84,485 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. In the second transaction entered into on March 26, 2003, a third
party agreed to pay approximately $51,693 in rental payments on 32,243 acres
in the Cheyenne River Project. In exchange for such payment, the Company
granted the third party a seismic option, under which the third
party had 90 days to advise the Company if it elected to carry out a seismic
survey covering 16 square miles. As of June 30, 2003, the third party was
proceeding with the seismic program and the Company has granted the third
party an option to drill a test well within the farmout block. The third
party will have until April 1, 2004 to drill the test well in order to earn
an interest in the farmout block, and the Company would reserve a 26.78%
working interest in such test well and prospect acreage.
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. 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. At June 30, 2003, the
Company had a working interest in 32,243 acres and an overriding royalty on
42,237 acres in the Cheyenne River Project.
As of June 30, 2003, the Company had $3,743 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
Messrs. McGrain and Jacobsen resigned as officers of the Company. The
Company has attempted, but has not been able, to formally sublease this
office space. No lease payment has been made in the six months ended June
30, 2003. In January, 2003, the Company was notified that the lease was
terminated without prejudice to the landlord's right to hold the Company
liable for future damages related to lost rent. This lease agreement calls
for monthly lease and tax payments of approximately $4,400 (U.S.) and
expires in April of 2006.
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 June 30, 2003, the Company owes approximately $56,997 plus
accrued interest to Weatherford U.S., L.P. for services rendered by
Weatherford.
-8-
Through the year ended December 31, 2002, 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,
2003, 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.
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,
2002, which was filed April 16, 2003.
Item 3. CONTROLS AND PROCEDURES
Based on his evaluation, the Company's Chief Executive Officer (and
principal financial officer) has concluded that the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered
by this report on Form 10-QSB are effective to ensure that information
required to be disclosed by the Company in reports that it files or
submits under the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms.
During the period covered by this report on Form 10-QSB, there have
been no changes in the Company's internal control over financial
reporting that have materially affected or are reasonably likely to
materially affect the Company's internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
On May 8, 2003, the Company entered into an agreement to acquire a ten
(10%) percent interest in the Gabbs Valley Prospect by agreeing to
issue 2,000,000 shares of the Company's Common Stock to O.F. Duffield
as consideration for such 10% interest (as of June 30, 2003 the shares
had not been issued). The details of this transaction are more fully
described in Part I, Item 2 of this Form 10-QSB.
-9-
The Company relied on the exemption set forth in Section 4(2) of the
Securities Act of 1933, as amended, in connection with the issuance of
the securities set forth above. Mr. Duffield is a sophisticated
person and there was no underwriting in connection with the
issuance of these securities and no commissions were paid to any party
upon such issuances.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
31.1 Certification of Chief Executive Officer (and
principal financial officer) pursuant to Rule 13a-14(a)
32.1 Certification pursuant to Rule 13a - 14(b) and
Section 906 of the Sarbanes-
Oxley Act of 2002
EMPIRE PETROLEUM CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EMPIRE PETROLEUM CORPORATION
Date: August 13, 2003 By: /s/ Albert E. Whitehead
___________________
Albert E. Whitehead
Chairman/CEO
-10-
EXHIBIT INDEX
NO. DESCRIPTION
31.1 Certification of Chief Executive Officer (and
principal financial officer) pursuant to Rule 13a-14(a)
32.1 Certification pursuant to Rule 13a - 14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.1
Exhibit 31.1
CERTIFICATION
I, Albert E. Whitehead, Chief Executive Officer and principal financial
officer of Empire Petroleum Corporation, certify that:
1. I have reviewed this 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 registrant as of, and for, the periods presented in this
report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the registrant and have;
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to me by others within those entities, particularly during the period
in which this report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report my 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 registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected,
or reasonably likely to materially affect, the registrant's internal
control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit
-11-
committee of 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.
August 13, 2003 /s/ Albert E. Whitehead
Albert E. Whitehead,
Chief Executive Officer and
Principal Financial Officer
EXHIBIT 32.1
Exhibit 32.1
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 June 30, 2003 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. ss. 1350,
as adopted pursuant to ss. 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.
/s/ Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer and
principal financial officer
August 13, 2003
-12-