UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] Quarterly Report Under Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007 [ ] 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) (918) 488-8068 (Issuer's telephone number) (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 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] 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 55,080,190 shares outstanding as of September 30, 2007. 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 September 30, 2007 (Unaudited) 1 Statements of Operations for the three months and the nine months ended September 30, 2007 and 2006 (Unaudited) 2 Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (Unaudited) 3 Notes to Financial Statements 4-7 Item 2. Management's Discussion and Analysis 7-10 Item 3. Controls and Procedures 10 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS EMPIRE PETROLEUM CORPORATION BALANCE SHEET September 30, 2007 ASSETS (Unaudited) ___________ Current assets: Cash $ 469,614 Accounts receivable (net of allowance of $3,750) 51,702 ___________ Total current assets 521,316 Property & equipment, net of accumulated depreciation and depletion 1,017,102 ___________ Total Assets $ 1,538,418 ___________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 52,301 Accounts payable to related party 274,682 ___________ Total current liabilities 326,983 Long term liabilities: Asset retirement obligation 52,200 ___________ Total liabilities 379,183 ___________ Stockholders' equity: Common stock - $.001 par value, authorized 100,000,000 shares, issued 55,080,190 shares 55,080 Additional paid in capital 11,519,676 Accumulated deficit (10,415,521) ___________ Total stockholders' equity 1,159,235 ___________ Total liabilities and stockholders' equity $ 1,538,418 ___________ See accompanying notes to financial statements. -1- EMPIRE PETROLEUM CORPORATION STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ____________________________ ________________________ 2007 2006 2007 2006 _____________ _____________ ____________ __________ Revenue: Petroleum sales $ 0 $ 6,575 $ 5,255 $ 29,476 _____________ _____________ ____________ __________ 0 6,575 5,255 29,476 _____________ _____________ ____________ __________ Costs and expenses: Production & operating 21,024 31,403 67,849 127,524 General & administrative 70,388 86,757 193,497 214,728 Well abandonment expense 38,984 0 1,158,680 0 ____________ _____________ ____________ __________ 130,396 118,160 1,420,025 342,252 ____________ _____________ ____________ __________ Operating income (loss) (130,396) (111,585) (1,418,221) (312,776) ____________ _____________ ____________ __________ Other (income) and expense: Miscellaneous income (99,606) 0 ( 99,606) ( 43) Interest income 0 0 ( 71) ( 148) Interest expense 0 1,725 3,450 5,175 ____________ _____________ ____________ __________ Total other (income) expense (99,606) 1,725 ( 96,227) 4,984 ____________ _____________ ____________ _________ Net loss $ (30,790) $ (113,310) $ (1,318,543) $ (317,760) ____________ _____________ ____________ __________ Net loss per common share $ .00 $ .00 $ .02 $ .00 ____________ _____________ ____________ __________ Weighted average number of common shares outstanding 55,080,190 47,420,849 53,241,955 44,366,036 ____________ _____________ ____________ __________ See accompanying notes to financial statements. -2- EMPIRE PETROLEUM CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, September 30, 2007 2006 _________ _________ Cash flows from operating activities: Net loss $(1,318,543) $(317,760) Adjustments to reconcile net loss to net cash used in operating activities: Value of services contributed by employees 37,500 37,500 Well abandonment costs 1,158,680 0 Stock option plan expense 0 26,925 Gain on settlement of note obligation ( 96,121) 0 (Increase) decrease in assets: Accounts receivable 38,443 (420,043) Increase (decrease) in liabilities: Accounts payable and accrued expenses ( 59,221) 77,585 ________ ________ Net cash used in operating activities ( 239,262) (595,793) ________ ________ Cash flows from financing activities: Proceeds from private equity placement 1,000,000 1,450,000 Settlement of note ( 10,000) 0 ________ _________ Net cash provided by financing activities 990,000 1,450,000 ________ _________ Cash flows from investing activities: Lease interest acquisition-Gabbs Valley 0 (675,000) Well drilling and testing costs (341,910) (392,034) ________ __________ Net cash used by investing activities (341,910) (1,067,034) ________ ________ Net increase (decrease) in cash 408,828 (212,827) Cash - Beginning 60,786 369,292 ________ ________ Cash -Ending $469,614 $156,465 ________ ________ See accompanying notes to financial statements. -3- EMPIRE PETROLEUM CORPORATION NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2007 (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 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, 2007. 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, 2006 which are contained in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission (the SEC) on April 3, 2007. The Company has been incurring 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 upon the ability to attain future profitable production. In 2003, the Company engaged a partner to explore its Cheyenne River Prospect, and signed an agreement to acquire a 10% interest in a block of acreage in the Gabbs Valley Prospect of western Nevada. 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 May 15, 2008 (extended from the previous date of August -4- 2007) at 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 75,806 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 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 (See Note 4). On August 2, 2007, Empire acquired a further 17% interest which increased its interest in the Gabbs Valley Prospect and leases to 57% (See Note 3). The Company is planning to drill another well in the Gabbs Valley Prospect. To fund this well the Company is talking to potential industry partner(s) about drilling a well deep enough to penetrate 1,000 feet into the Triassic formation or 8,000 feet, whichever first occurs. As of September 30, 2007, the Company had $469,614 of cash on hand. 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 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 nine months ended September 30, 2007, the Company recorded $37,500 as a capital contribution by its executive officer. 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 was $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, the Company only made the initial payment of $10,000. At June 30, 2007, the Company had accrued a liability of $109,571 in connection with this note. In July, 2007 the Company and Weatherford settled the liability for a payment of $10,000 by the Company. The Company recorded the difference between the settlement amount and its previously recorded liability in the amount of $99,571 as other income in the period ending September 30, 2007. -5- 3. PROPERTY AND EQUIPMENT: The Company owns a working interest in approximately 27,900 acres of oil and gas leases located in Niobrara County, Wyoming (the "Cheyenne River Prospect") and an overriding royalty interest of between 1.5% and 2% in 40,758 acres of oil and gas leases located in or near the Cheyenne River Prospect. On March 31, 2004, a third party paid approximately $52,128 of the Company's lease rentals on 32,643 acres in the Cheyenne River Prospect in exchange for an option to drill a test well in order to earn an interest in the farmout block, which option was subject to the third party first completing a seismic survey covering 16 square miles in the Cheyenne River Prospect. This survey was completed in September of 2003. The processing and interpreting of the data from such survey was completed September 30, 2003, and earned the third party a 25% interest in the Timber Draw #1-AH well and prospect acreage. This third party commenced a test well in the NW/4NE/4 Section 15, Twp 39N, Rge 66W, Niobrara County, Wyoming, known as the Empire Hooligan Draw Unit #1-AH, on August 6, 2004. The well was drilled horizontally to a measured drilling depth of 9,332 feet. As a result of this earning well being drilled the Company's working interest in the Hooligan Draw #1-AH well and prospect acreage was reduced to 26.785% and to 17.5% of the Timber Draw #1-AH well. As a result of the reduction in the Company's working interest as described above, the Company recorded an impairment charge of $188,507 in 2005. The Company and the other interest owners of the Cheyenne River Prospect have agreed in principle with a third party whereby the third party agrees to drill three test wells, at no cost to the existing interest owners, on the Company's leases for a working interest in the three drilling units subject to an override and a 50% working interest in the balance of the leases. The third party would also take over operations on the two oil wells with the option to acquire a 50% working interest. This agreement is subject to formal agreements currently being prepared. On May 8, 2003, the Company entered into an agreement with O.F. Duffield (now Cortez Exploration, LLC)(Duffield Agreement) 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 consists 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 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 75,806 acres by the acquisition of 30,917 acres from the U. S. Department of the Interior on June 14, 2006. 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. The Company's Chief Executive Officer is a member of the Board of Directors of -6- both CECN and its parent company Coastal Energy Company (formerly PetroWorld Corporation) and owns approximately 1.63% of the parent Company 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 are estimated to be approximately $34,200. 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 this prospect. The Company is pursuing one or more industry partners to drill the next test well, the timing of which could be determined by the BLM's posting for sale certain unleased lands situated on the Gabbs Valley Structure. For the nine months ended September 30, 2007, based on the results of testing the well, the Company expensed $1,158,680 of equipment and intangible drilling costs which had been incurred to drill the test well, including $38,984 incurred in the three months ended September 30, 2007. 4. EQUITY In April, 2007 the Company completed a private placement of 5,000,000 shares of its common stock along with warrants to acquire up to 1,250,000 shares of its common stock for an aggregate purchase price of $1,000,000. The warrants have an exercise price of $.50 per share and, subject to certain restrictions, may be exercised until May 15, 2008. Proceeds of the placement were allocated $80,000 to common stock warrants, and $920,000 to common stock and paid in capital. Approximately $337,000 of the funds were used to pay for the Company's costs associated with the re-entry and testing of the Cobble Cuesta 1-12 well in the Gabbs Valley Prospect in Nevada and the remaining funds have been or will be used for general corporate purposes. On September 21, 2007 the Company extended all of its outstanding warrants to May 15, 2008. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 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 for all periods presented is 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. 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. -7- THREE MONTH PERIOD ENDED SEPTEMBER 30, 2007, COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 2006. For the three months ended September 30, 2007, sales revenue decreased $6,575 to $0 compared to $6,575 for the same period during 2006. The decrease in sales revenue was the result of no production from the Timber Draw #1-AH and the Hooligan Draw #1-AH wells. Well abandonment expenses increased to $38,984 for the three months ended September 30, 2007 from $0 in 2006. The increase is due to the determination to partially plug and abandon the Cobble Cuesta test well in Nevada. Production and operating expenses decreased $10,379 to $21,024 for the three months ended September 30, 2007, from $31,403 for the same period in 2006. The decrease was primarily due to no drilling activity in the current period. General and administrative expenses decreased by $16,369 to $70,388 for the three months ended September 30, 2007, from $86,757 for the same period in 2006. The decrease was primarily due to our partners paying their share of the lease rentals. Miscellaneous income increased $99,606 for the three months ended September 30, 2007 from the same period in 2006. The increase was attributable to the settlement of the Weatherford Note. NINE MONTH PERIOD ENDED SEPTEMBER 30, 2007, COMPARED TO NINE MONTH PERIOD ENDED SEPTEMBER 30, 2006. For the nine months ended September 30, 2007, sales revenue decreased $24,221 to $5,255, compared to $29,476 for the same period during 2006. The decrease in sales revenue was the result of lower production from the Timber Draw #1-AH and the Hooligan Draw #1-AH wells. Well abandonment expenses increased to $1,158,680 for the nine months ended September 30, 2007 from $0 in 2006. The increase is due to the determination to partially plug and abandon the Cobble Cuesta test well in Nevada. Production and operating expenses decreased $59,675 to $67,849 for the nine months ended September 30, 2007, from $127,524 for the same period in 2006. The decrease was primarily due to no drilling activity in the current period. General and administrative expenses decreased by $21,231 to $193,497 for the nine months ended September 30, 2007, from $214,728 for the same period in 2006. The decrease was primarily due to lower professional fees in the first quarter of 2007. Miscellaneous income increased $99,563 to $99,606 for the nine months ended September 30, 2007, from $43 for the same period in 2006. The increase was attributable to the settlement of the Weatherford Note. For the nine months ended September 30, 2007, interest expense decreased $1,725 to $3,450, compared to $5,175 for the same period in 2006. The decrease was due to settlement of the Weatherford note. LIQUIDITY AND CAPITAL RESOURCES -8- GENERAL As of September 30, 2007, the Company had $469,614 of cash on hand. In April, 2007 the Company raised $1,000,000 through a private placement of common stock along with warrants to purchase common stock. The Company believes that its cash on hand will allow it to finance its operations for the next twelve months, and to participate in further exploration of the Gabbs Valley Prospect. 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 anticipates that it has the funds necessary to continue its operations through the next twelve months. The Company does not plan to undertake further exploration of the Gabbs Valley or Cheyenne River Prospects without an industry partner or additional equity placement. OUTLOOK The Company and the other interest owners of the Cheyenne River Prospect have agreed in principle with a third party whereby the third party agrees to drill three test wells, at no cost to the existing interest owners, on the Company's leases for a working interest in the three drilling units subject to an override and a 50% working interest in the balance of the leases. The third party would also take over operations on the two oil wells with the option to acquire a 50% working interest. This agreement is subject to formal agreements currently being prepared. As stated elsewhere in this Form 10-QSB, 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 and additional studies of such data, with the assistance of geological and engineering consultants, determined 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 plans to engage an industry partner to drill the next test well and this effort is underway. 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 September 30, 2007 the Company is indebted to the Albert E. Whitehead Living Trust in the amount of $274,682. 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, 2006, which was filed April 3, 2007. FORWARD-LOOKING INFORMATION This quarterly report on Form 10-QSB, including this section, includes certain statements that may be deemed "forward-looking statements" within the meaning -9- 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 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-KSB for the fiscal year ended December 31, 2006. 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-QSB. Item 3. 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-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). -10- EMPIRE PETROLEUM CORPORATION SIGNATURES In accordance with the requirements of the Exchange Act, the small business issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMPIRE PETROLEUM CORPORATION Date: November 14, 2007 By: /s/ Albert E. Whitehead ___________________ Albert E. Whitehead Chairman/CEO 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-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). EXHIBIT 31 CERTIFICATION I, Albert E. Whitehead, certify that: 1. I have reviewed this quarterly 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 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 -11- 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 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 most recent 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. November 14, 2007 /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-QSB for the period ending September 30, 2007 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 -12- (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 14, 2007 /s/ Albert E. Whitehead Albert E. Whitehead Chief Executive Officer and Principal Financial Officer -13-