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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

[X]    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
       of 1934 for the quarterly period ended March 31,2000
                                              -------------

[ ]    Transition  report  under  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the quarterly period from _______ to _______.

                         Commission file number 1-13162

                              EMPIRIC ENERGY, INC.
             (Exact name of registrant as specified in its charter)



                  Texas                                    75-2455467
     (State or other jurisdiction of           (IRS Employer Identification No.)
      incorporation or organization)

       12750 Merit Drive, Suite 750
               Dallas, Texas                                    75251
  (Address of principal executive offices)                    (Zip Code)

                                     (972) 387-4100
                  (Registrant's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                                        Yes      No X
                                                            ---    ---


As of May  10,  2000  the  aggregate  market  value  of  voting  stock  held  by
non-affiliates,  computed by reference to the closing  price on the OTC Bulletin
Board was $5,394,880. As of May 10, 2000 the number of shares outstanding of the
Registrant's common stock was 9,142,902.

Transitional Small Business Disclosure Format          Yes      No X
                                                           ---    ---

Page 1 of 9 pages contained in the sequential  number system.  The Exhibit Index
is on Page 2 of the sequential numbering system.

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                        EMPIRIC ENERGY, INC.
                        INDEX TO FORM 10-QSB

PART I                                                                                      PAGE
<S>                                                                             <C>         <C>

         Item 1.    Financial Statements..................................................  3
         Item 2.    Management's Discussion and Analysis of Financial Condition             7
                             and Results of Operations....................................
PART II

         Item 1.    Legal Proceedings.....................................................  9
         Item 2.    Changes in Securities.................................................  9
         Item 3.    Defaults Upon Senior Securities.......................................  9
         Item 4.    Submission of Matters to a Vote of Securities Holders.................  9
         Item 5.    Other Information.....................................................  9
         Item 6.    Exhibits and Reports on Form 8-K......................................  9
SIGNATURE PAGE............................................................................  9





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                                     PART I

ITEM 1.           FINANCIAL INFORMATION

           The financial  statements  included  herein have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  The financial statements reflect all adjustments which
are, in the opinion of management, necessary to fairly present such information.
Although  the Company  believes  that the  disclosures  are adequate to make the
information   presented  not  misleading,   certain   information  and  footnote
disclosure,  including  significant  accounting  policies,  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  It is  suggested  that  these  financial  statements  be  read  in
conjunction with the financial  statements and the notes thereto included in the
Company's latest annual report on Form 10-K, dated December 31, 1999.

                              EMPIRIC ENERGY, INC.
                                  BALANCE SHEET

                                                                               March 31, 2000         December 31,
                                  ASSETS                                         (Unaudited)              1999
                                  ------
<S>                                                                          <C>                    <C>

CURRENT ASSETS:

         Cash                                                                $               162    $            62,575
         Oil and gas sales receivable, net of allowance of doubtful
                  accounts of $24,244 and $24,244 respectively                            42,107                 45,047
                                                                             -------------------    -------------------
                  Total current assets                                                    42,269                107,622

PROPERTY AND EQUIPMENT:


         Oil and gas properties (full cost method):


            Unproved leasehold costs                                                     179,609                179,609

            Proved leasehold costs and well equipment                                  4,679,825              4,658,398

         Less accumulated depletion, depreciation and impairment                      (2,634,157)            (2,603,395)
                                                                             -------------------    -------------------
                  Net property and equipment                                           2,225,277              2,234,612

OTHER FURNITURE AND EQUIPMENT, net of accumulated
depreciation of $27,985 and $26,861 respectively                                           6,525                  7,649

DEPOSITS                                                                                   3,281                  3,281
                                                                             -------------------    -------------------
                           Total assets                                      $         2,277,352    $         2,353,164
                                                                             ===================    ===================

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                   LIABILITIES AND STOCKHOLDER'S EQUITY                          March 31, 2000          December 31,
                   ------------------------------------
                                                                                   (Unaudited)               1999
<S>                                                                          <C>                      <C>

CURRENT LIABILITIES

         Current portion of long-term debt, including related parties        $          477,397       $         371,602
         Accounts payable and accrued expenses                                          310,535                 298,250
         Accrued interest payable, including related parties                             41,303                  29,486
         Oil and Gas revenues payable                                                    16,986                  11,962
         Due to related parties                                                         146,113                 114,540
                                                                             -------------------      ------------------
                                    Total current liabilities                           992,334                 825,840
LONG- TERM DEBT, net of current portion, including related parties                      124,219                 223,849

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY

         Series A Convertible preferred stock, no par value, $575,000
                  liquidation preference                                                 43,168                  43,168
         Common stock, $.01 par value, 20,000,000 shares authorized;
                  9,102,902 and 9,046,027 issued and                                     91,029                  90,461
                  outstanding, respectively
         Common stock subscribed, 56,475 shares                                             -                       469
         Additional paid-in capital                                                   5,882,146               5,882,146
         Receivables                                                                    (99,061)                (99,061)
         Obligation to repurchase treasury stock                                        (11,875)                (11,875)
         Accumulated deficit                                                         (4,744,608)             (4,601,833)
                                                                             -------------------      ------------------
                                    Total stockholders' equity                        1,160,799               1,303,475
                                                                             -------------------      ------------------
                           Total liabilities and stockholders' equity        $        2,277,352       $       2,353,164
                                                                             ===================      ==================

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                              EMPIRIC ENERGY, INC.
                       CONDENSED STATEMENTS OF OPERATIONS

                                                                                      Three Months Ended

                                                                            March 31, 2000         March 31, 1999

                                                                              (Unaudited)             (Unaudited)
                                                                              -----------             -----------
<S>                                                                      <C>                    <C>

REVENUE:

   Oil and gas sales                                                     $             31,820   $               46,376

COSTS AND EXPENSES:

         Production Expense                                                            20,250                   20,650
         Depletion and Depreciation                                                    31,885                   44,783
         General and Administrative                                                   103,193                  106,658
                                                                         ---------------------    ---------------------
                           Total Costs and Expenses                                   155,328                  172,091


OTHER INCOME (EXPENSE):


         Consulting Income                                                                -                        945

         Other Income                                                                     -                     25,118

         Interest Expense                                                             (19,267)                 (22,674)
                                                                         ---------------------    ---------------------
                           Total other income (expense)                               (19,267)                   3,389



NET LOSS                                                                 $           (142,775)    $           (122,326)
                                                                         =====================    =====================


BASIC AND DILUTED NET LOSS PER SHARE                                     $              (0.02)    $              (0.02)
                                                                         =====================    =====================


WEIGHTED AVERAGE SHARES OUTSTANDING                                                 9,096,920                7,872,390
                                                                         =====================    =====================

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                                     Page 5

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<CAPTION>

                              EMPIRIC ENERGY, INC.
                             STATEMENT OF CASH FLOWS

                                                                                           Three Months Ended
                                                                                    March 31, 2000    March 31, 1999
                                                                                     (Unaudited)       (Unaudited)
                                                                                     -----------       -----------
<S>                                                                               <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss                                                                      $        (142,775)  $      (122,326)
    Adjustments to reconcile net loss to net cash from operating activities:
        Depletion, depreciation and impairment                                               31,885            44,783
        Amortization of debt discount                                                         6,539               -
        Common stock, warrants and options issued for services                                  -               6,963
    Changes in assets and liabilities:
            Accounts receivable                                                               2,940            18,811
            Accounts payable and accrued expenses                                            24,102           (20,900)
            Oil and gas revenues payable                                                      5,024             1,353
            Due to related parties                                                           31,573            (3,750)
            Other                                                                               133             1,875
                                                                                  ------------------  ----------------
                  Net cash used by operating activities                                     (40,579)          (73,191)



CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of oil and gas properties                                                      (21,427)          (36,738)



CASH FLOWS FROM FINANCING ACTIVITIES:


    Proceeds from long-term debt                                                                -              82,900
    Repayments of long-term debt                                                               (407)          (85,437)
    Proceeds from sales of common stock                                                         -             143,377
                                                                                  ------------------  ----------------
                  Net cash (used) provided by financing activities                             (407)          140,840
                                                                                  ------------------  ----------------

NET INCREASE (DECREASE) IN CASH                                                             (62,413)           30,911
CASH, beginning of the period                                                                62,575               721
                                                                                  ------------------  ----------------


CASH, end of the period                                                           $             162   $        31,632
                                                                                  ==================  ================


SUPPLEMENTAL INFORMATION
    Cash paid during period for interest                                          $             197   $        22,674
                                                                                  ==================  ================
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NOTES TO FINANCIAL STATEMENTS

See notes to financial  statements  included in the Company's 1999 Annual Report
on Form 10-KSB.



                                     Page 6

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ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.

COMPARISON OF MARCH 31, 2000 QUARTER TO MARCH 31, 1999 QUARTER

      Revenues of $31,820 were $14,556 or 31% lower than 1999. The reduction was
due to lower  production  from South Texas  properties  even though  average oil
prices were higher.

      Production  expense  of  $20,250  was  $400  or 2%  less  than  1999.  The
production expense was approximately the same for the two quarters.

      Depletion and  depreciation  expenses of $31,885 were $12,898 or 29% lower
than 1999. The reduction was also due to lower  production  from the South Texas
properties.

      General and  Administrative  expense of  $103,193 was  $3,465 or 3%  lower
than  1999.  The  expenses  of the  quarters  were  similar  and  there  were no
administrative differences between the periods.

      Interest  expense  of  $19,267  was  $3,407 or 15% lower  than  1999.  The
difference was due to a lower level of debt in the 2000 quarter.

      As noted in the annual  financial  statements,  the Company  has  suffered
recurring losses from operations.  Future positive results are a function of the
Company's  ability to raise capital or utilize  securities to acquire  producing
properties or drill  developmental  wells in order to generate  profits.  In the
event the Company is not able to raise capital or acquire  properties,  there is
doubt about the Company's ability to continue as a going concern.

LIQUIDITY

      Cash flows  provided a decrease of $62,413  leaving a cash balance of $162
at March 31,  2000.  Net cash  used by  operating  activities  was  $40,579  due
primarily  to the net loss of  $142,775,  offset  by non cash  expenses  and the
increases  in the  accruals of current  liabilities.  Net cash used by investing
activities was $21,427 which was primarily for the purpose of purchasing oil and
gas properties. Financing activities used $407 which was repayment of debt.

      At March 31, 2000, the Company had a working  capital  deficit of $950,065
and a debt to equity  ratio of  approximately  1 to 1. The Company  needs and is
seeking the infusion of working capital for expanded  drilling and developmental
programs,   for  further  debt  reduction  and  for  acquisition  of  production
properties to obtain improved cash flow.

YEAR 2000 COMPLIANCE

      The Company has not incurred any significant  expense related to Year 2000
compliance and  remediation.  Year 2000 compliance and remediation has not had a
material effect on the financial  position,  cash flows or results of operations
of the Company. There can be no assurance, however, as to the ultimate effect of
the Year 2000 issue on the Company.

SUBSEQUENT EVENTS

      The Company  signed an  investment banking contract with  M. H. Meyerson &
Co., Inc. to provide  investment banking services to the Company for a five year
period.  In April,  2000 the Company  issued 30,000 shares of restricted  common
stock to Meyerson for their  services  and also issued them 250,000  warrants to
purchase  stock at $1 per  share  for a period  of five  years  with half of the
warrants not exercisable until October, 2000.

      The Company  has also  entered  into a Security  Exchange  Agreement  with
Daedalus  Systems,  Inc. that involves the exchange of $1,500,000  face value of
Empiric convertible  preferred stock (convertible into 750,000 shares of Empiric
common stock) and 750,000  warrants to purchase a share of Empiric  common stock




                                     Page 7

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for $2 for a period of three years to Daedalus in exchange for 1,500,000  common
shares of Daedalus and 750,000  Daedalus  warrants to purchase a share of common
stock  for $2  for a  period  of  three  years.  If the  exchange  agreement  is
consummated,  management of the company plans to distribute  the majority of the
Daedalus  common  shares  received  to its  shareholders  as a dividend  after a
registration statement becomes effective.

STRATEGY, BUSINESS PLANS AND NEED FOR THE INFUSION OF CAPITAL

All  of  the  Company's  plans  to  strengthen  its  financial   capability  for
development  and growth  involve  the need for the  infusion  of capital  funds.
Sources of financing,  involving  the issuance of debt and equity  securities as
well as  acquisitions  and business  combinations  with companies in the related
energy  business,   are  being   investigated.   The  Company  has  drafted  for
consideration  before formal  release a Private  Placement  Offering  Memorandum
involving the issuance of up to $3,000,000  in equity  securities  consisting of
Convertible  Preferred  Stock,  convertible  into  restricted  common stock.  No
minimums will be included if this  financing  plan is  activated.  None of these
securities have been issued through the date of the filing of this Form 10-QSB.













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                                    PART II.

ITEM 1.          LEGAL PROCEEDINGS

      The  Company is  involved  in  litigation  in the  ordinary  course of its
business and operations.  The Company does not expect the outcome of any current
litigation  to have a material  impact on its  financial  position or results of
operations.

ITEM 2.          CHANGES IN SECURITIES

      During the Quarter ended March 31, 2000,  the Company issued 56,475 shares
of common stock,  $.01 par value that had been earlier  subscribed.  None of the
securities were registered.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

      The Company was in default on $325,500  principal  value of notes  payable
and $21,000 in accrued interest on these notes payable as of March 31, 2000.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There were no matters submitted to a vote of security holders.

ITEM 5.          OTHER INFORMATION

      None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      There were no reports filed on Forms 8-K.

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:  5/15/00

                            EMPIRIC ENERGY, INC.

                            By:  /S/   Clyde E. Skeen
                                 ----------------------------------------------
                                       Clyde E. Skeen
                                       Chief Financial Officer


                            By:  /S/   James J. Ling
                                 ----------------------------------------------
                                       James J. Ling
                                       Chairman and Chief Executive Officer


                            By:  /S/   R. Renn Rothrock, Jr.
                                       ----------------------------------------
                                       R. Renn Rothrock, Jr.
                                          President and Chief Operating Officer





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