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 June 30, 2009
[ ] 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 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) has 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Date File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter)during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated 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 July 15, 2009 was 57,193,128.
EMPIRE PETROLEUM CORPORATION
INDEX TO FORM 10-Q
Part I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets at June 30, 2009 (Unaudited) and
December 31, 2008 1
Statements of Operations - Three months and six months
ended June 30, 2009 and 2008 (Unaudited) 2
Statements of Cash Flows - Six months ended
June 30, 2009 and 2008 (Unaudited) 3
Notes to Financial Statements 4-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-11
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
June 30, December 31,
2009 2008
(Unaudited)
ASSETS ____________ ____________
Current assets:
Cash $ 155,707 $ 124,122
Accounts receivable
(net of allowance of $3,750
at March 31, 2009 and
December 31, 2008) 9,118 12,158
Prepaid expenses 3,025 9,075
___________ ____________
Total current assets 167,850 145,355
Property & equipment, net of accumulated
depreciation and depletion 888,025 969,842
___________ ____________
Total Assets $ 1,055,875 $ 1,115,197
___________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Account payable and accrued
liabilities $ 552 $ 19,392
___________ ___________
Total current liabilities 552 19,392
Long-term liabilities:
Asset retirement obligation 34,200 52,200
___________ ____________
Total liabilities 34,752 71,592
___________ ____________
Stockholders' equity:
Common stock - $.001 par value,
authorized 100,000,000 shares,
issued and outstanding
57,193,128 shares at
June 30, 2009 and
December 31, 2008 57,193 57,193
Additional paid in capital 11,926,722 11,901,722
Accumulated deficit (10,962,792) (10,915,310)
___________ ___________
Total stockholders' equity 1,021,123 1,043,605
___________ ___________
Total liabilities and stockholders'
equity $ 1,055,875 $ 1,115,197
___________ ____________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
____________________________ ________________________
2009 2008 2009 2008
_____________ _____________ ____________ __________
Revenue:
Petroleum sales $ 5,292 $ 9,643 $ 9,794 $ 9,643
_____________ _____________ ____________ __________
5,292 9,643 9,794 9,643
_____________ _____________ ____________ __________
Costs and expenses:
Production & operating 25,001 78,715 41,387 96,049
General & administrative 65,175 85,562 118,597 184,132
____________ _____________ ____________ __________
90,176 164,277 159,984 280,181
____________ _____________ ____________ __________
Operating loss (84,884) (154,634) (150,190) (270,538)
____________ _____________ ____________ __________
Other income and (expense):
Gain on sale of Cheyenne
River Prospect 102,708 0 102,708 0
Interest income 0 0 0 0
Interest expense 0 0 0 0
____________ _____________ ____________ __________
Total other income and
(expense) 102,708 0 102,708 0
____________ _____________ ____________ __________
Net income (loss) $ 17,824 $ (154,634) $ (47,482)$ (270,538)
____________ _____________ ____________ __________
Net income (loss) per common
share, basic and
diluted $ .00 $ (.00) $ (.00) $ (.00)
____________ _____________ ____________ __________
Weighted average number of
common shares outstanding,
basic and diluted 57,193,128 57,193,128 57,193,128 57,193,128
____________ _____________ ____________ ___________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30, June 30,
2009 2008
_________ __________
Cash flows from operating activities:
Net loss $ (47,482) $ (270,538)
Adjustments to reconcile net loss
to net cash used in operating activities:
Value of services contributed by employees 25,000 25,000
Stock option plan expense 0 41,124
Gain on sale of Cheyenne River Prospect (102,708) 0
(Increase) decrease in assets:
Accounts receivable 3,040 80,999
Prepaid expenses 6,050 6,636
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (18,839) (4,777)
________ ________
Net cash used in
operating activities (134,939) (121,556)
________ ________
Cash flows from investing activities:
Sale of Cheyenne River interests 166,524 0
________ __________
Net cash provided by
(used in) investing activities 166,524 0
________ __________
Cash flows from financing activities:
Sale of royalty interest 0 16,500
________ __________
Net cash provided by financing activities 0 16,500
________ __________
Net increase (decrease) in cash 31,585 (105,056)
Cash - Beginning 124,122 384,630
________ __________
Cash - Ending $155,707 $ 279,574
________ __________
Conversion of debt to common stock 0 274,682
________ __________
See accompanying notes to financial statements.
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EMPIRE PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 2009
(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, 2009.
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, 2008 which are contained in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the SEC) on March 31, 2009.
The Company has incurred 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 the ability of the Company
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. The Cheyenne River
prospect which included oil wells and leasehold interests was sold during
this reporting period. 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 December 15, 2009 (extended from the previous date of March 15, 2009) at
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an exercise price of $0.25 per share. 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 75,201 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
at an exercise price of $0.50 per share 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 which have an exercise price of
$0.50 per share which expires December 15, 2009. On August 2, 2007, the
Company acquired an additional 17% interest, which increased its interest in
the Gabbs Valley Prospect and leases to 57% (See Note 3). The Company
acquired an additional 9,943.91 acres of leases at a September 2008 lease
sale bringing the total acreage in which it has a 57% interest to 85,145
acres. The Company was encouraged by the data it acquired in connection with
the drilling, logging and testing of the well. Such data, additional studies
of such data, the assistance of geological and engineering consultants and an
Advanced Geochemical Imaging Survey conducted in December 2008 led the Company
to determine that further drilling is warranted.
As of June 30, 2009, the Company had $155,707 of cash on hand. In order
to sustain the Company's operations on a long-term basis, the Company
continues 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 six months ended June 30, 2009, the
Company recorded $25,000 as a capital contribution by its executive officer.
Fair Value Measurements
Statement of Financial Accounting Standards No. 157, Fair Value Measurements
("SFAS 157") defines fair value, establishes a consistent framework for
measuring fair value and establishes a fair value hierarchy based on the
observability of inputs used to measure fair value. The Company's primary
marketable asset is cash, and it owns no marketable securities.
2. PROPERTY AND EQUIPMENT:
CHEYENNE RIVER PROSPECT
The Company owned a working interest in approximately 20,764 acres of oil
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and gas leases located in Niobrara County, Wyoming (the "Cheyenne River
Prospect"). 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.
On April 4, 2008 the Company sold a portion of its ORR interest on the
Cheyenne River Prospect. The Company's portion of the proceeds were $16,500.
The Company accepted a cash offer for all of its interest in this prospect
and the sale was completed in April 2009. The Company received approximately
$170,000 for its interest in the oil wells and leases. The Company's book
value of its Cheyenne River interests was $81,817.
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 on 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 75,201 acres by the acquisition of 30,917 acres from the U. S.
Department of the Interior on June 14, 2006. Additional leases of 9,943.91
acres were acquired from the BLM at a September 2008 lease sale bringing the
lease total to 85,145 acres.
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 less than 1.00%
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 is estimated to be
approximately $34,200. Mr. Whitehead retired from his position as
Chairman/Director of Coastal Energy Company on February 6, 2008.
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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.
The Company is attempting to raise the necessary funds to pay its 57% share
of a new well's cost which likely would be located in close proximity to the
1-12 well. Subject to appropriate documentation being executed, an industry
partner has committed to a 25% participating interest which is to be earned
by taking a farmin from the Company's 43% partners. The Company is hopeful
additional funds will be raised and a new test well commenced by late
September or early October 2009.
3. EQUITY
On February 19, 2008, the Company's Board of Directors approved the conversion
to stock for 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 its
directors and its employee at $0.13 per share. The options 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. At June 30, 2009,
the Company had 1,070,000 and 4,312,500 options and warrants outstanding,
respectively, that were not included in the calculation of earnings per share
for the periods then ended. Such financial instruments may become dilutive
and would then need to be included in future calculations of diluted EPS. At
June 30, 2009, the outstanding options and warrants were considered
antidilutive since the strike prices were below market price and since the
Company has incurred losses year to date.
On January 30, 2009 the Company extended all of its outstanding warrants to
December 15, 2009. 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
..51%, volatility factor of the expected market price of the Company's
common stock of 208%, no dividend yield, and a weighted average expected
life of the warrants of 11 months. As a result of the extension, the
outstanding warrants were valued at $48,319, which had no income statement
effect.
-7-
4. SUBSEQUENT EVENTS
On August 4, 2009, the Company purchased, for $25,000 and payment of lease
rentals of $4,680,a six month option to purchase 2,630 net acres of oil and
gas leases known as the South Okie Prospect in Natrona County, Wyoming. The
Tensleep Sand at depths from 3,300 feet to 4,500 feet is the primary target.
The Tensleep is an excellent oil reservoir with the potential of 700 barrels
of oil per acre foot recovery. The Company plans to supplement current
studies of the prospect with a seismograph evaluation to verify the potential
of the prospect. The option allows the Company to purchase the leasehold
interests for $35,000.
The Company has evaluated events subsequent to the balance sheet date (June
30, 2009) through August 13, 2009, the date financial statements were issued.
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 was 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, however, these
Properties have been sold for approximately $170,000. 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 JUNE 30, 2009, COMPARED TO THREE MONTH PERIOD
ENDED JUNE 30, 2008.
For the three months ended June 30, 2009, sales revenue decreased $4,351 to
$5,292 compared to $9,643 for the same period during 2008. The decrease in
sales revenue was the result of lower production and sale prices from the
Timber Draw #1-AH and the Hooligan Draw #1-AH wells, which have been sold.
Production and operating expenses decreased $53,714 to $25,001 for the
three months ended June 30, 2009, from $78,715 for the same period in
2008. The decrease was primarily due to re-entry costs associated with the
Gaskill well in 2008, which did not recur in 2009.
General and administrative expenses decreased by $20,387 to $65,175 for the
three months ended June 30, 2009, from $85,562 for the same period in
2008. The decrease was primarily due to lower expenses associated with
administration of leases in 2009.
Gain on sale of the Cheyenne River Prospect increased $102,708 to $102,708 for
the three months ended June 30, 2009 compared to $0 for the same period in
2008. The increase was due to the Sale of the Cheyenne River Prospect in
2009.
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SIX MONTH PERIOD ENDED JUNE 30, 2009, COMPARED TO SIX MONTH PERIOD
ENDED JUNE 30, 2008.
For the six months ended June 30, 2009, sales revenue increased $151 to $9,794
compared to $9,643 for the same period during 2008. As of June 30, 2009 the
Timber Draw #1-AH and the Hooligan Draw #1-AH wells have been sold.
Production and operating expenses decreased $54,662 to $41,387 for the
six months ended June 30, 2009, from $96,049 for the same period in
2008. The decrease was primarily due to re-entry costs associated with the
Gaskill well in 2008, which did not recur in 2009.
General and administrative expenses decreased by $65,535 to $118,597 for the
six months ended June 30, 2009, from $184,132 for the same period in
2008. The decrease was primarily due to lower expenses associated with
administration of leases in 2009 and stock options which were issued in 2008.
Gain on sale of the Cheyenne River Prospect increased $102,708 to $102,708 for
the six months ended June 30, 2009 compared to $0 for the same period in
2008. The increase was due to the Sale of the Cheyenne River Prospect in
2009.
Recently issued Accounting Standards
In May 2009, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 165, Subsequent
Events, which establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. It requires the
disclosure of the date through which an entity has evaluated subsequent
events. SFAS No. 165 is effective for interim and annual reporting periods
ending after June 15, 2009. The Company adopted the new disclosure
requirements in its June 30, 2009 consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing United States generally accepted accounting principles financial
statements. SFAS No. 162 categorizes accounting pronouncements in a descending
order of authority. In the instance of potentially conflicting accounting
principles, the standard in the highest category must be used. SFAS No. 162
became effective 60 days after the SEC approved the Public Company Accounting
and Oversight Board's related amendments on September 16, 2008. The adoption
of this standard did not have a material impact on the Company's financial
statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment to FASB Statement No. 133",
which requires additional disclosures about the objectives of the derivative
instruments and hedging activities, the method of accounting for such
instruments and related hedged items on our financial position, financial
performance, and cash flows. This statement became effective for the Company
on January 1, 2009. The adoption of this standard did not have a material
impact on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a consistent framework for measuring fair
value, expands disclosures about fair value measurements and establishes a fair
value hierarchy based on the observability of inputs used to measure fair
value. SFAS No. 157 does not require any new fair value measurements. This
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statement became effective for the Company on October 1, 2008. The adoption
of this standard did not have a material impact on the Company's financial
statements.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
As of June 30, 2009, the Company had $155,707 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 Prospect
without an industry partner or additional equity placement.
OUTLOOK
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. Such data,
additional studies of such data, the assistance of geological and
engineering consultants and an Advanced Geochemical Imaging Survey conducted
in December 2008 led the Company to determine 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. The Company is attempting to secure the necessary funds
to pay its 57% interest in a new test well which will be located 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-K for the period ended December 31, 2008, which was filed March 31,
2009.
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
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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-K for the fiscal year ended December 31,
2008. 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.
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: August 13, 2009 By: /s/ Albert E. Whitehead
___________________
Albert E. Whitehead
Chairman, Chief Executive
Officer and Principal
Financial Officer
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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).
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
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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 (the registrant's fourth fiscal quarter in
the case of an annual report) 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 the
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, 2009 /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 June 30, 2009 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.
August 13, 2009 /s/ Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer and
Principal Financial Officer
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