UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1 to Form 10-KSB)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT UNDER 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
(Name of small business issuer in its charter)
Delaware 73-1238709
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
8801 S. Yale, Suite 120, Tulsa, OK 74137-3575
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (918) 488-8068
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)
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.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [ X ]
The issuer's gross revenues for the most recent fiscal year were $82,140.
The aggregate market value of the voting and non-voting common equity held
by non-affiliates, based upon the average bid and asked prices of the Common
Stock on March 15, 2005 was $2,366,217.
The number of shares outstanding of the issuer's Common Stock, as of March
15, 2005 was 37,830,190.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Explanatory Note
This Amendment No. 1 to Form 10-KSB is being filed by the Registrant to
correct certain disclosures included under Part I, Item 2, Description
of Property, of the Registrant's Annual Report on Form 10-KSB for the
period ended December 31, 2004, which was filed by the Registrant on March
31, 2005 (the "Form 10-KSB"). This Amendment No. 1 to Form 10-KSB amends
and restates such Part I, Item 2 in its entirety. There are no other
changes to the Form 10-KSB.
PART I
ITEM 2. DESCRIPTION OF PROPERTY
Cheyenne River Prospect - Powder River Basin, Wyoming
As of December 31, 2004, the Cheyenne River Prospect consists of approximately
36,810 gross acres of federal, state and fee leases, all of which are located in
Niobrara County, Wyoming. The land in the Cheyenne River Prospect consists
of gently rolling ranch land with a substantial network of ranch roads, which
permit easy access to most areas of the Prospect. The Prospect is located
near a mature producing area with an established pipeline and service network.
Numerous wells were drilled within the Prospect area in the 1950's through the
1970's, with initial potential flowing rates in the range of 200 to 1,500
barrels of oil per day. Management believes that these wells may identify a
fractured reservoir with the potential for significant oil and gas production,
which would be most effectively exploited utilizing horizontal drilling
technology.
Pursuant to the 2000 Farmout Agreement, the Timber Draw #1-AH well was drilled
on the Prospect using horizontal drilling technology. The Company has retained
a 33.33% interest in such well. For more information on the Timber Draw #1-AH
well and the 2000 Farmout Agreement see "Oil and Gas Development Prospects"
under Item 1, Description of Business.
The Company's leases in the Cheyenne River Prospect are predominately
federal leases with 10 year terms, most of which have three years
remaining. Since the Company did not commence drilling another well by
August 12, 2002, the BLM informed the Company the Timber Draw Unit was
terminated. Unless a new unit is formed, a well will need to be drilled on
each federal, state or fee lease in order to extend such lease for the life
of its producing capability. A new unit known as the Hooligan Draw Unit
was formed in 2004 consisting of leases covering 2,560 acres.
Pursuant to the 2004 Farmout Agreement, a third party carried out a seismic
program in 2003 and, based on the results of such survey, the third party
drilled a test well in 2004. For more information on this 2004 Farmout
Agreement and the test well, see "Oil and Gas Development Prospects" under
Item 1, Description of Business. The Company had approved a new federal
drilling unit based upon a favorable seismic survey and the drilling by a
third party of a new test well. The Company's state and fee leases had initial
terms of five years. As of December 31, 2003, the Company had retained two
state leases which expire in July 2005. Some of the Company's fee leases were
renewed for two (2) year terms and expire in April, 2007. Renewal efforts are
continuing on fee leases that expire in 2005.
Gabbs Valley Prospect - Nye and Mineral Counties, Nevada
As of December 31, 2004, the Gabbs Valley Prospect consists of approximately
45,000 acres of federal leases, which are located in Nye and Mineral Counties,
Nevada. Pursuant to the Duffield Agreement, the Company has acquired a ten
percent (10%) interest in 45,000 acres in the Gabbs Valley Prospect. As of
December 31, 2004, no wells had been drilled on the Gabbs Valley Prospect.
For more information regarding the Duffield Agreement, see "Oil and
Gas Development Prospects" under Item 1, Description of Business.
COMPANY UNDEVELOPED ACREAGE (LEASES)
AS OF DECEMBER 31, 2004
Undeveloped Acreage Productive Acreage Drilling Activity
Gross Net Gross Net Completed Oil Well
Prospect Acres Acres Acres Acres 2002 2003 2004
________ ________ _______ ________ _________ __________________
Cheyenne
River 36,810 10,600 240 80 -0- -0- 1
Gabbs
Valley 45,000 4,500 - - -0- -0- -0-
ITEM 13. EXHIBITS
Exhibit No. Description
31 Certification of Chief Executive Officer (and principal financial
officer) pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated
under the Securities Exchange Act of 1934, as amended, and Item 601(1)
(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)
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Empire Petroleum Corporation
(Registrant)
Date: April 11, 2005 By: /s/Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/Albert E. Whitehead Chairman, Chief Executive Officer April 11, 2005
Albert E. Whitehead
/s/John C. Kinard Director April 11, 2005
John C. Kinard
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 annual report on Form 10-KSB/A 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;
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,
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 disclosure 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 fourth 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.
April 11, 2005 /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 annual report of Empire Petroleum Corporation (the
"Company") on Form 10-KSB/A for the period ending December 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.
April 11, 2005 /s/ Albert E. Whitehead
Albert E. Whitehead, Chief Executive Officer
and principal financial officer
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange
Commission as an exhibit to the Report and shall not be considered filed as
part of the Report.