Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1 to Form 10-K)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
___________________________________________________
or
[ ] 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.)
4444 E. 66th Street, Lower Annex, Tulsa, OK 74316-4207
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 488-8068
__________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
Registered
NONE N/A
__________________________________ _________________________________
Securities registered pursuant to 12(g) of the Act:
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of class)
--------------------------------------------------------------------------------
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[] Yes [X] No
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Indicate by check mark 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 Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, indefinitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
[X]
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 Act). [] Yes [X] No
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 registrant's
Common Stock on the last business day of the registrant's most recently
completed second fiscal quarter was $9,606,836.
The number of shares outstanding of the registrant's Common Stock, as of March
23, 2011, was 83,129,235.
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EMPIRE PETROLEUM CORPORATION
FORM 10-K
TABLE OF CONTENTS
ITEM NUMBER AND CAPTION PAGE NUMBER
PART I
Item 1. Business 4-7
Item 2. Properties 7-8
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8-9
Item 9A Controls and Procedures 9-10
PART IV
Item 15. Exhibits, Financial Statement Schedules 10-12
Signatures 12
Explanatory Note
This Form 10-K/A is being filed by Empire Petroleum Company (the "Company") as
Amendment No. 1 (this "Form 10-K/A") to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2011 (the "Previous Form 10-K"). This Form 10-
K/A amends and restates Item 1, Item 2, Item 5, Item 9A and Item 15 of the
Previous Form 10-K in their entirety. No other information contained in the
Previous Form 10-K is being amended. Accordingly, this Form 10-K/A should be
read in conjunction with the Previous Form 10-K and the Company's filings made
with the Securities and Exchange Commission subsequent to the filing of the
Previous Form 10-K, including any amendments to those filings. The purpose of
filing this Form 10-K/A is to (a) provide all information required by Subpart
1200 of Regulation S-K, (b) revise the disclosure in the Previous Form 10-K
relating to the market for the common stock of the Company, (c) revise the
Company's disclosure relating to its internal controls over financial reporting,
(d) remove certain statements regarding the potential for oil recovery in the
South Okie Prospect, (e) add a material contract as an exhibit, and (f) file as
exhibits certain items that were not correctly filed as exhibits with the
Previous Form 10-K.
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PART I
ITEM 1. BUSINESS.
Background
Empire Petroleum Corporation, a Delaware corporation (the "Company"), was
incorporated in the State of Utah in August 1983 under the name Chambers Energy
Corporation and domesticated in Delaware in March 1985 under the name Americomm
Corporation. The Company's name was changed to Americomm Resources Corporation
in July 1995. On May 29, 2001, Americomm Resources Corporation acquired Empire
Petroleum Corporation, which became a wholly owned subsidiary of Americomm
Resources Corporation. On August 15, 2001, Americomm Resources Corporation and
Empire Petroleum Corporation merged and the Company's name was changed to Empire
Petroleum Corporation. The Company operates from leased office space at 4444 E.
66th Street, Lower Annex, Tulsa, OK 74136-42017, and its telephone number is
(918) 488-8068.
During the past three fiscal years, the Company has focused on developing the
Gabbs Valley and South Okie Prospects as further described below.
Gabbs Valley Prospect
The Company owns a working interest in oil and gas leases in Nye and Mineral
Counties, Nevada (the "Gabbs Valley Prospect"). Initially, the Company's working
interest was 10% and the Gabbs Valley Prospect consisted of 44,604 acres.
As of December 31, 2005, there had been no wells drilled on the Gabbs Valley
Prospect. However, in November 2005, the Company received the results of a
19-mile 2-D swath seismograph survey conducted on the prospect and, based on the
results of the survey, the Company and its partners determined that a test well
should be drilled on the prospect. The Company also elected to increase its
interest in the prospect by taking a farm-in from Cortez Exploration LLC
(formerly O. F. Duffield). Empire agreed to pay Cortez $675,000 in lease costs
plus 45% of the costs associated with the drilling of a test well to earn an
additional 30% working interest which made its total working interest 40%. The
lease block of 44,604 acres was increased to 75,521 acres by the acquisition of
an additional 30,917 acres from the Department of the Interior (Bureau of Land
Management) in June 2006. The block was reduced to 75,201 acres due to the
expiration of one 320 acre lease during 2007. In 2008 and 2009, the Company
acquired leases on 17,624 additional acres through federal lease sales.
A 28,783 acre federal drilling unit on the Gabbs Valley Prospect, the Cobble
Cuesta Unit, was approved by the Bureau of Land Management and expanded to
44,964 acres on April 28, 2006. In 2006, a test well, the Empire Cobble Cuesta
1-12-12N-34E, Nye County, Nevada was drilled to a depth of 5,195 feet. The well
encountered a volcanic formation at 1,760 feet and scattered oil shows from
2,000 feet to total depth.
After reaching 5,195 feet, the Company and its partners elected to suspend
operations on the well, release the drilling rig, and associated equipment and
personnel to evaluate the drilling and logging data. After the study was
completed, Empire and its partners decided to conduct a thorough testing program
on the well. The Company re-entered the well on April 17, 2007 and
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conducted a series of drill stem tests and recovered only drilling
mud. It was then determined after considerable study that the formation
is likely very sensitive to mud and water used in drilling which may have
caused clays in the formation to swell preventing any oil that might be
present to flow into the wellbore. During 2007, the Company increased its
interest in the prospect leases to 57% when one of the joint participants
elected to surrender its 30% share of the prospect. The Company and its joint
owners assumed liabilities of approximately $68,000 to acquire this interest.
Other than a 5,000 barrel-per-day refinery located approximately 200
miles from the Gabbs Valley Prospect, there are no pipelines or service
networks located near the prospect. A small refinery located about 115 miles
from the prospect has now shut down.
In 2008, the Company and its partners engaged W. L. Gore and Associates to
carryout an Amplified Geochemical Imaging Survey which covered approximately
sixteen square miles. The survey was concentrated along the apex of the large
Cobble Cuesta structure which included the areas around the Empire Cobble Cuesta
1-12 exploratory test and the other test well drilled in the immediate area.
Both of these tests encountered oil shows and the geochemical survey indicated
potential hydrocarbons beyond the two well bores.
During 2010, the Company had a new Federal Drilling Unit named the "Paradise
Unit" formed and approved by the Bureau of Land Management ("BLM"). The Paradise
Unit consisted of 40,073.39 acres. This unit was formed according to the
Company's plans to drill a second test well on the prospect to be known as the
Empire Paradise Unit 2-12. This test well was to be drilled pursuant to the
terms of the Paradise Unit to 6,000 feet, or 500 feet into the Triassic
formation or into a zone that establishes commercial production at a lesser
depth. Drilling operations were commenced July 19, 2010 and ceased on November
5, 2010. During the drilling phase the Company had several zones where oil shows
were observed. During its test from 3,698' to 3,786' a small amount of oil was
recovered. Drilling continued to 4,248', encountering additional oil shows and
the decision was made to set 7" production casing to 4,225'. A further attempt
to deepen the hole failed when a heavy water flow was encountered at 4,248'. One
further test through the pipe at 4,140' to 4,167' tested water. It was then
decided to test the area between 3,700' to 3,782'. Oil was recovered from this
interval and was swabbed at the rate of three (3) to five (5) barrels of oil per
day. The recovered oil contained a significant amount of paraffin, which could
have restricted the oil production. The Company then made the decision to plug
the well, considering it to be non-commercial. One of the parties which had
farmed out their interest to Empire for drilling the 2-12 test well asked for an
assignment of the lease on which the well was drilled. Empire agreed to this
subject to such party's assumption of the plugging liabilities of both the 1-12
and 2-12 wells, plus the reclaiming and seeding of the two well sites and
replacing Empire's $25,000 drilling bond. The acquiring party is planning to do
additional testing of the well and is expected to commence the operations in
2011. The Company is offering the well data it has obtained to encourage the
further testing. Although the Company is not optimistic that further testing
will improve this well, it is encouraged in that it has proven there is
producible oil in the very large Cobble Cuesta Structure which is located 150
miles from the nearest oil production. Because of this the Company is conducting
additional geological studies with the expectation it will likely participate in
the drilling of another test on the prospect. The Company's leasehold has been
reduced from 92,825 acres to 48,541 acres due to lease expirations. The
Company's ownership is now 50%.
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South Okie Prospect
On August 4, 2009, the Company purchased, for $25,000 and payment of lease
rentals of $4,680, a nine month option to purchase 2,630 net acres of oil and
gas leases known as the South Okie Prospect in Natrona County, Wyoming.
The option allowed the Company to purchase the leasehold interests for $35,000.
The Tensleep Sand at depths from 3,300 feet to 4,500 feet is the primary target.
As of December 31, 2009, the Company acquired 11 miles of seismic data and
studies of this data were completed in early January 2010. An additional
geological study was also completed early January 2010. Based on these studies,
the Company exercised its option in 2010. The Company plans to drill or cause to
be drilled a test well in 2011.
Competition
The oil and gas business is extremely competitive. The Company must compete with
many long-established companies with greater financial resources and technical
capabilities. The Company is not a significant participant in the oil and gas
industry.
Markets; Price Volatility
The market price of oil and gas is volatile, subject to speculative movement and
depends upon numerous factors beyond the control of the Company, including
expectations regarding inflation, global and regional demand, political and
economic conditions and production costs. Future profitability, if any, will
depend substantially upon the prevailing prices for oil and gas. If the market
price for oil and gas is significantly depressed in the future, it could have a
material adverse effect on the Company's ability to raise additional capital
necessary to finance operations and to explore the Gabbs Valley and South Okie
Prospects. Lower oil and gas prices may also reduce the amount of oil and gas,
if any, that can be produced economically from the Company's properties. While
the prices of oil and gas remain volatile, the oil and gas industry has recently
experienced historically high prices for oil and gas. The Company anticipates
that the prices of oil and gas will fluctuate somewhat in the near future.
Regulation
The oil and gas industry is subject to extensive federal, state and local laws
and regulations governing the production, transportation and sale of
hydrocarbons as well as the taxation of income resulting therefrom.
Legislation affecting the oil and gas industry is constantly changing. Numerous
federal and state departments and agencies have issued rules and regulations
applicable to the oil and gas industry. In general, these rules and regulations
regulate, among other things, the extent to which acreage may be acquired or
relinquished; spacing of wells; measures required for preventing waste of oil
and gas resources; and, in some cases, rates of production. The heavy and
increasing regulatory burdens on the oil and gas industry increase the Company's
cost of doing business and, consequently, affect profitability.
A substantial portion of the leases, which constitute the South Okie
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and Gabbs Valley Prospects are granted by the federal government and
administered by the Bureau of Land Management ("BLM") and the Minerals
Management Service ("MMS") of the U.S. Department of the Interior, both of which
are federal agencies. Such leases are issued through competitive bidding,
contain relatively standardized terms and require compliance with detailed BLM
and MMS regulations and orders (which are subject to change by the BLM and the
MMS). Leases are also accompanied by stipulations imposing restrictions on
surface use and operations. Operations to be conducted by the Company on federal
oil and gas leases must comply with numerous regulatory restrictions, including
various nondiscrimination statutes. Federal leases also generally require a
complete archaeology and environmental impact assessment prior to the
authorization of an exploration or development plan.
The Company's oil and gas properties and operations are also subject to numerous
federal, state and local laws and regulations relating to environmental
protection. These laws govern, among other things, the amounts and types of
substances and materials that may be released into the environment, the issuance
of permits in connection with exploration, drilling and production activities,
the reclamation and abandonment of wells and facility sites and the remediation
of contaminated sites. These laws and regulations may impose substantial
liabilities if the Company fails to comply or if any contamination results from
the Company's operations.
Employees
As of December 31, 2010, the Company had one employee, a full-time secretary.
Mr. Albert E. Whitehead, Chairman and Chief Executive Officer, devotes a
considerable amount of time to the affairs of the Company and receives no
compensation. For financial statement purposes, Mr. Whitehead's services have
been recorded as contributed capital and expense in the amount of $50,000 for
the years ended December 31, 2010 and 2009.
ITEM 2. PROPERTIES.
Gabbs Valley Prospect
As of December 31, 2010, the Gabbs Valley Prospect consisted of approximately
48,541 acres of federal leases located in Nye and Mineral Counties, Nevada, of
which the Company owns a 50% working interest.
As of December 31, 2010, two wells, the Empire Cobble Cuesta 1-12 and the Empire
Paradise 2-12, had been drilled and tested on this prospect, but the wells were
not completed. For more information regarding the Gabbs Valley Prospect, see
"Gabbs Valley Prospect" under Item 1. Business.
COMPANY UNDEVELOPED ACREAGE (LEASES)
GABBS VALLEY PROSPECT, NYE COUNTY, NEVADA
AS OF DECEMBER 31, 2010
Federal Undeveloped Acreage Productive Acreage Effective Remaining
Lease Gross Net Gross Net Date Term
Number Acres Acres Acres Acres (Years)
______ ________ ________ ________ _________ _________ _________
N-82180 1,274.33 637.17 - - 9-1-2006 6
N-82181 2,560.00 1,280.00 - - 9-1-2006 6
N-82182 2,560.00 1,280.00 - - 9-1-2006 6
N-82183 1,598.47 799.24 - - 9-1-2006 6
N-82184 680.00 340.00 - - 9-1-2006 6
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N-82185 1,927.00 963.50 - - 9-1-2006 6
N-82186 2,355.00 1,177.50 - - 9-1-2006 6
N-82187 760.00 380.00 - - 9-1-2006 6
N-82188 1,916.92 958.46 - - 9-1-2006 6
N-82189 2,476.04 1,238.02 - - 9-1-2006 6
N-82190 640.00 320.00 - - 9-1-2006 6
N-82191 1,119.60 559.80 - - 9-1-2006 6
N-82192 1,280.00 640.00 - - 9-1-2006 6
N-82446 2,000.00 1,000.00 - - 10-1-2006 6
N-82194 730.00 365.00 - - 9-1-2006 6
N-82195 2,560.00 1,280.00 - - 9-1-2006 6
N-82196 2,560.00 1,280.00 - - 9-1-2006 6
N-82197 1,920.00 960.00 - - 9-1-2006 6
N-85867 2,538.67 1,269.34 - - 11-1-2008 8
N-85871 2,544.24 1,272.12 - - 11-1-2008 8
N-85873 2,400.00 1,200.00 - - 11-1-2008 8
N-85876 2,461.00 1,230.50 - - 11-1-2008 8
N-86998 2,560.00 1,280.00 - - 11-1-2009 9
N-86999 2,560.00 1,280.00 - - 11-1-2009 9
N-87000 2,560.00 1,280.00 - - 11-1-2009 9
_________ _________
TOTALS 48,541.27 24,270.64
All leases listed above are located in Township 12 & 13 North, Range 35 & 36
East, Nye County, Nevada.
COMPANY UNDEVELOPED ACREAGE (LEASES)
OKIE DRAW PROSPECT, NATRONA COUNTY, WYOMING
AS OF DECEMBER 31, 2010
Federal Undeveloped Acreage Productive Acreage Effective Remaining
Lease Gross Net Gross Net Date Term
Number Acres Acres Acres Acres (Years)
______ ________ ________ ________ _________ _________ _________
WYW-0323746 240.00 30.00 - - 11-1-1972 HBP
WYW-036587 320.00 40.00 - - 11-1-1972 HBP
WYW-036587 40.00 40.00 - - 11-1-1972 HBP
WYW-153586 1,800.00 599.94 - - 9-1-2001 1
WYW-174467 720.00 239.98 - - 10-1-2007 7
________ ________
TOTALS 3,120.00 841.02
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
The Company's Common Stock is traded on the OTCQB under the symbol "EMPR".
The following table sets forth the high and low bid information for the
Company's common stock during the time periods indicated, as reported
by NASDAQ.
Year ending December 31, 2009:
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Quarter High Low
03/31/09 .075 .01
06/30/09 .095 .03
09/30/09 .05 .02
12/31/09 .10 .03
Year ending December 31, 2010:
Quarter High Low
03/31/10 .25 .065
06/30/10 .19 .05
09/30/10 .245 .01
12/31/10 .21 .03
Quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not represent actual transactions.
Number of Holders of Common Stock
At December 31, 2010, there were approximately 202 stockholders of record of the
Company's Common Stock.
Dividends
The Company has never paid cash dividends on its Common Stock. The Company
intends to retain future earnings for use in its business and, therefore, does
not anticipate paying cash dividends on its Common Stock in the foreseeable
future.
Recent Sales of Unregistered Securities
On or about February 24, 2011, the Company settled an outstanding invoice of a
third party service provider in the net amount of $54,900 by paying $25,000 in
cash and issuing 60,000 shares of Common Stock.
The offer and sale related to the shares described above were not registered
under the Securities Act of 1933, as amended, in reliance upon the exemption
from the registration requirements of that act provided by Section 4(2) thereof
and Regulation D promulgated by the SEC thereunder. The third party service
provider is a sophisticated investor with the experience and expertise necessary
to evaluate the merits and risks of an investment in the Company's stock and the
financial means to bear the risks of such an investment.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure 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.
Management's Annual Report on Internal Control Over Financial Reporting
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The Company's Chief Executive Officer (and principal financial officer) is
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended. The Company's internal controls
were designed to provide reasonable assurance as to the reliability of the
Company's financial reporting and the preparation of the financial statements
for external purposes in accordance with generally accepted accounting
principles in the United States.
Due to inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of control
effectiveness to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.
The Company's Chief Executive Officer (and principal financial officer) made an
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2010. In making this assessment, the Company's
Chief Executive Officer (and principal financial officer) used the criteria
established in Internal Control- Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this
assessment, the Company's Chief Executive Officer (and principal financial
officer) concluded that as of December 31, 2010, the Company's internal control
over financial reporting is effective based on those criteria.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC, which only require management's report in this annual report.
Changes on Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting
identified in connection with the Company's evaluation of disclosure controls
and procedures, which occurred during the Company's last fiscal quarter (the
fourth fiscal quarter in the case of an annual report) that has materially
affected or that is reasonably likely to materially affect the Company's
internal control over financial reporting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The financial statements under this item are included in Item 8 of
Part II.
(2) Schedules
NONE
(3) Exhibits
Exhibit Description
No.
3.1 Articles of Incorporation of the Company, as amended (incorporated herein
by reference to Exhibit 3.1 of the Company's Form
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10-QSB for the period ended September 30, 1995, which was filed
November 6, 1995).
3.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 of
the Company's Form 10-QSB for the period ended March 31, 1998, which was
filed May 15, 1998).
10.1 1995 Stock Option Plan (incorporated herein by reference to Appendix A
of the Company's Form DEFS 14A dated June 13, 1995, which was filed June
14, 1995).
10.2 Form of Stock Option Agreement (incorporated herein by reference to
Exhibit 10(g) of the Company's Form 10-KSB for the year ended December 31,
1995, which was filed March 29, 1996).
10.3 Letter Agreement dated May 8, 2003 between the Company and O. F. Duffield
(incorporated herein by reference to Exhibit 10.6 of the Company's Form
10-KSB for the year ended December 31, 2003, which was filed March 30,
2004).
10.4 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit
A to the Company's 2006 Proxy Statement on Schedule 14A dated May 10,
2006).
10.5 Form of Non-qualified Stock Option Agreement (incorporated herein by
reference to Exhibit 10.2 to the Company's Form 8-K dated June 5, 2006,
which was filed on June 9, 2006).
10.6 Form of Non-qualified Stock Option Agreement for Non-employee Directors
(incorporated herein by reference to Exhibit 10.3 to the Company's Form
8-K dated June 5, 2006, which was filed on June 9, 2006).
10.7 Form of Restricted Stock Award Agreement (incorporated herein by reference
to Exhibit 10.4 to the Company's Form 8-K dated June 5, 2006, which was
filed on June 9, 2006).
10.8 Form of Securities Purchase Agreement entered into between Empire
Petroleum Corporation and certain accredited investors in connection with
2006 private placement (incorporated herein by reference to Exhibit 10.1
to the Company's Form 10-QSB for the period ended June 30, 2006, which was
filed on August 23, 2006).
10.9 Form of Securities Purchase Agreement entered into between Empire
Petroleum Corporation and certain accredited investors in connection with
2007 private placement (incorporated herein by reference to Exhibit 10.1
to the Company's Form 8-K dated April 4, 2007, which was filed on April
10, 2007).
10.10 Form of Securities Purchase Agreement entered into between Empire
Petroleum Corporation and certain accredited investors in connection with
the 2009 private placement (incorporated herein by reference to Exhibit
10.1 to the Company's Form 10-Q for the period ended September 30, 2009,
which was filed on November 16, 2009).
10.11 Form of securities purchase agreement entered into between Empire
Petroleum Corporation and certain accredited Investors in connection with
the June-July 2010 private Placement (incorporated herein by reference to
Exhibit 10.1
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to the Company's Form 10-Q for the period ended June 30,
2010, which was filed on August 13, 2010).
10.12 Form of common share warrant certificate issued by Empire Petroleum
Corporation in favor of certain accredited investors in connection with
the June-July 2010 private placement (incorporated herein by reference to
Exhibit 10.2 to the Company's Form 10-Q for the period ended June 30,
2010, which was filed on August 13, 2010).
10.13 Convertible Note Due February 1, 2012 (incorporated herein
by reference to Exhibit 10.1 to the Company's Form 8-K dated
February 1, 2011, which was filed on February 7, 2011).
10.14 Letter Agreement dated November 17, 2010 between the Company and Cortez
Exploration, LLC (submitted herewith).
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-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).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: September 30, 2011 By: /s/Albert E. Whitehead
Albert E. Whitehead
Chief Executive Officer
(principal executive officer,
principal financial officer
and principal accounting
officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 and Chief Executive
Albert E. Whitehead Officer September 30, 2011
/s/John C. Kinard Director September 30, 2011
John C. Kinard
/s/Montague H. Hackett, Jr. Director September 30, 2011
Montague H. Hackett, Jr.
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