UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                             Form 10-QSB/A

                            Amendment No. 1

(Mark One)

[X] Quarterly Report Under Section 13 OR 15(d) of the Securities
Exchange Act of 1934

              For the quarterly period ended March 31, 2005

[ ] 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

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 - 37,830,190 shares outstanding as of March 31,
2005.

Transitional Small Business Disclosure Format: [ ] Yes [X] No




                        EMPIRE PETROLEUM CORPORATION

                          INDEX TO FORM 10-QSB/A


Part I. FINANCIAL INFORMATION                               Page

Item 1. Financial Statements

Balance Sheet at March 31, 2005 (Unaudited)                    1
Statements of Operations for the three months
    ended March 31, 2005 and 2004 (Unaudited)                  2
Statements of Cash Flows for the three months ended
    March 31, 2005 and 2004 (Unaudited)                        3

Notes to Financial Statements                                4-8

Item 2. Management's Discussion and Analysis                8-10

Item 3. Controls and Procedures                            10-11

Part II. OTHER INFORMATION

Item 6. Exhibits                                              11


Signatures                                                    11


                             Explanatory Note

This Form 10-QSB/A is being filed by Empire Petroleum Corporation (the
"Company"), as Amendment No. 1 (this "Amendment" or "Form 10-QSB/A"),
to the Company's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2005 (the "Prior Form 10-QSB").

As previously reported in the Company's Current Report on Form 8-K
filed on November 21, 2005, the Board of Directors of the Company
concluded on November 16, 2005 that its previously issued annual and
quarterly financial statements for fiscal years 2003 and 2004 and quarterly
financial statements for the first two quarters of 2005
should not be relied upon because of errors in those financial
statements and that the Company would restate its previously issued
annual financial statements for fiscal year 2003, annual and quarterly
financial statements for fiscal year 2004 and quarterly financial
statements for the first two quarters of 2005 to make the necessary
accounting adjustments.  The restatement pertains to the Company's
accounting for exit activities in connection with its office space in
Canada, which was leased by the former management of the Company,
abandoned upon the resignation of such management and subleased by a
third party for a period of time thereafter.

This Amendment is being filed in connection with the restatement
described above.  Although this Amendment amends and restates the Prior
Form 10-QSB in its entirety, the information contained herein has not
been updated to reflect events or developments that may have occurred
subsequent to March 31, 2005, except to the limited extent as
specifically described in Items 2 and 3 of Part I below.



Item 1. FINANCIAL STATEMENTS

                        EMPIRE PETROLEUM CORPORATION

                               BALANCE SHEET


                                                            March 31,
                                                                2005
                                                            Restated
ASSETS                                                    (Unaudited)
                                                         ___________
Current assets:
  Cash                                                   $       952
  Accounts receivable (net of allowance of $3,750)             2,167
                                                         ___________
Total current assets                                           3,119

Property & equipment, net of accumulated
  depreciation and depletion                                 527,109
                                                         ___________
Total Assets                                             $   530,228
                                                         ___________

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    liabilities                                          $   404,639
  Accounts payable to related party                          249,501
  Note payable                                                94,046
                                                         ___________
Total current liabilities                                    748,186
                                                         ___________
Total liabilities                                            748,186
                                                         ___________

Stockholders' equity deficiency:
  Common stock at par value                                   37,830
  Additional paid in capital                               8,430,635
  Accumulated deficit                                     (8,686,423)
                                                         ___________
Total stockholders' deficiency                              (217,958)
                                                         ___________

Total Liabilities and Stockholder's Deficiency           $   530,228
                                                         ___________




See accompanying notes to financial statements.






                                  -1-


                        EMPIRE PETROLEUM CORPORATION

                          STATEMENTS OF OPERATIONS

                                (Unaudited)


                                       Three Months Ended

                                           March 31
                                    ________________________

                                            2005        2004
                                        Restated    Restated
                                    ____________  __________
Revenue:
  Petroleum sales                   $      1,180  $   34,607
                                    ____________  __________
                                           1,180      34,607
                                    ____________  __________

Costs and expenses:
  Production & operating                  23,888      22,128
  General & administrative                43,504      44,002
                                    ____________  __________
                                          67,392      66,130
                                    ____________  __________
  Operating loss                         (66,212)    (31,523)
                                    ____________  __________
Other (income) and expense:
  Miscellaneous                           (2,269)     (2,184)
  Interest expense                         1,725       1,725
                                    ____________  __________

Total other(income) and expense             (544)       (459)
                                    ____________  __________

Net loss                            $    (65,668) $  (31,064)
                                    ____________  __________

Net loss per common share           $        .00  $      .00
                                    ____________  __________

Weighted average number of
  common shares outstanding           37,830,190  37,830,190
                                    ____________  __________




See accompanying notes to financial statements.







                                  -2-


                        EMPIRE PETROLEUM CORPORATION

                          STATEMENTS OF CASH FLOWS

                                (UNAUDITED)

                                                Three Months Ended

                                               March 31,     March 31,
                                                   2005          2004
                                               Restated      Restated
                                              _________     _________
Cash flows from operating activities:
  Net loss                                    $ (65,668)    $ (31,064)

Adjustments to reconcile net loss to
  net cash used in operating activities:

  Value of services contributed by employees     12,500        12,500

(Increase) decrease in assets:
  Accounts receivable                             7,042       (16,643)
  Prepaid expenses                                    0         2,651
Increase (decrease) in liabilities:
  Accounts payable and accrued expenses           8,663         4,744
                                               ________      ________
Net cash used in operating activities           (37,463)      (27,812)
                                               ________      ________
Cash flows from financing activities:

  Advances from related party                    35,009         7,414


                                               ________      ________
Net cash provided by financing activities        35,009         7,414
                                               ________      ________

Net decrease in cash                             (2,454)      (20,398)

Cash - Beginning                                  3,406        21,622
                                               ________      ________
Cash -Ending                                   $    952      $  1,224
                                               ________      ________




See accompanying notes to financial statements.










                                  -3-


                         EMPIRE PETROLEUM CORPORATION

                        NOTES TO FINANCIAL STATEMENTS

                               MARCH 31, 2005

                                (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 (consisting of only normal
recurring 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, 2005.

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, 2004 which are contained in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission (the SEC) on March
31, 2005.

The continuation of the Company 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. The Company has been incurring significant
losses in recent years and has a significant working capital deficiency as of
March 31, 2005. The Company also recognized an impairment charge of
$6,496,614 on its oil and gas property in 2002 and an additional impairment
charge of $190,066 in the first quarter of 2003.

The Company believes it is the intention of the Company's Chief Executive
Officer, or a trust controlled by him, to continue funding the Company's basic
expenses through December 31, 2005, or until such time as the Company secures
other sources of financing. However, there can be no assurance that such


                                  -4-

funds will be provided by Mr. Whitehead or an affiliate of Mr. Whitehead. 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 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.

Compensation of Officers and Employees

The Company's executive officer serves without pay or other non-equity
compensation. The fair value of these services is estimated by management and
is recognized as a capital contribution. For the three months ended March 31,
2005, the Company recorded $12,500 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, an initial payment of $10,000 was made in April 2002,
however, since that time, no further payments have been made. at March 31,
2005, $94,046 was due under this note.

3. PROPERTY AND EQUIPMENT:

At December 31, 2002, the Company's management determined that an impairment
allowance of $6,496,614 was necessary to properly value the Company's oil and
gas properties bringing the net book value of the oil and gas properties to
$594,915. The basis for the impairment was the determination by the United
States Bureau of Land Management (BLM) that it does not consider the Timber
Draw #1-AH well economic. In other words, under the BLM's criteria for
economic determination, the well will not pay out the cost incurred to drill
and complete the well. The BLM also advised the Company that since it did not
commence another test well prior to August 12, 2002, the Timber Draw Unit was
terminated. Furthermore, a bottom hole pressure survey conducted in April 2002
indicated a limited reservoir for the well. The value was calculated using an
estimated $10 per acre market price for the leases multiplied by the Company's
working interest.

In the first quarter 2003, the Company recorded an additional leasehold
impairment charge of $190,066 as a result of the assignment of the leases
on 42,237 acres in the Cheyenne River Prospect (See Note 5).

On May 8, 2003, the Company entered into an agreement with O.F. Duffield
(Duffield Agreement) to acquire a ten percent (10%) 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 approximately 45,000 acres in Nye and
Mineral Counties, Nevada in which Mr. Duffield has a 100% working interest.
Pursuant to the Duffield Agreement, the Company is also entitled to acquire

                                  -5-


up to a 10% interest in a block of 26,080 acres also located in the Gabbs
Valley Prospect should Duffield acquire an interest in this block. The shares
were valued at $.10 per share based on the closing price of the Company's
common stock on the date of issuance.

4. CONTINGENCIES:

The Company's former management (Messrs. McGrain and Jacobsen) entered into a
lease agreement for office space in Canada. This office was closed after
Messrs. McGrain and Jacobsen resigned as officers of the Company. This lease
agreement calls for monthly lease and tax payments of approximately $6,834
(Canadian) through April of 2006. No lease payment was made subsequent to
December of 2002 and, in January of 2003, the Company was notified that the
lease had been terminated without prejudice to the landlord's right to hold
the Company liable for future damages related to lost rent. The Company has
recorded a liability of $224,693 in the March 31, 2005 financial statements
for payments due under the lease.  The foreign exchange gain of $2,269
associated with the lease obligation has been recorded as miscellaneous income.

5. PAYMENT OF LEASE RENTALS:

On March 28, 2003, a third party paid approximately $84,485 of the Company's
lease rentals on 42,237 acres in the Cheyenne River Prospect in return for an
assignment of such leases. In connection with this transaction, the Company
retained an overriding royalty of 1.5% on 33,597 of the acres and a 2%
overriding royalty on 8,640 of the acres.

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 #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. This well has undergone testing using different choke and orfice sizes
during this reporting period and a stabilized flow rate of 15 barrels of oil
per day was achieved in mid April. Remedial work was carried out on the Timber
Draw #1-AH, however it did not improve this well. The producing procedure used
in the past whereby the well is shut-in 30 days then produced for about 10
days will be continued.

6. RESTATEMENT:

On November 11, 2005, the Company filed a Form 8-K with the SEC disclosing that
it would restate its previously issued financial statements for the year ended
December 31, 2003, annual and quarterly financial statements for 2004, and
quarterly financial statements for the first two quarters of 2005 after
determining that it had erroneously accounted for its exit activities in
connection with its former office space in Canada.

In the third quarter of 2003, the Company recorded an expense for its
obligation under the lease for the period up to the balance sheet date. It
continued to record an expense of $13,200 per quarter through March 31, 2005
related to the lease (see Note 4). After further review, the Company's

                                  -6-

management determined that it should have accrued an obligation for the lease
equal to total amounts owed from the "cease use date" (the date in January
2003 on which the Company's subtenant moved out of the office space) through
the end of the lease term. Additionally, since the lease obligation was in
Canadian dollars, the Company should have recorded a currency exchange gain or
loss on its obligation in each quarter. Based on this analysis, the Company
and its Board of Directors concluded that its previously issued financial
statements for the year ended December 31, 2003, annual and quarterly
financial statements for 2004 and quarterly financial statements for the
first two quarters of 2005 required adjustments of the amounts previously
reported for accounts payable and accrued liabilities, and general and
administrative expenses. The following table summarizes the adjustments
required to previously reported amounts included in these financial statements.

                           3 Months Ended          3 Months Ended
                           March 31, 2005          March 31, 2004
                           Previously   As         Previously   As
                           Reported     Restated   Reported     Restated

Petroleum sales                 1,180      1,180       34,607     34,607

Cost & Expenses:
Production & Operation         23,888     23,888       22,128     22,128
General & Administrative       56,704     43,504       57,202     44,002
                           __________   ________    _________   ________
                               80,592     67,392       79,330     66,130
                           __________   ________    _________   ________
Operating loss                (79,412)   (66,212)     (44,723)   (31,523)
                           __________   ________    _________   ________
Other (income) expense:
Miscellaneous                       -     (2,269)         (25)   (2,184)
Interest Expense                1,725      1,725        1,725     1,725
                           __________   ________    _________   _______
                                1,725       (544)       1,700      (459)
                           __________   ________    _________   _______
Net loss                      (81,137)   (65,668)     (46,423)  (31,064)
                           __________   ________    _________   _______
Net loss per  share               .00        .00          .00       .00
                           __________   ________    _________   _______


                                                     March 31, 2005
                                                     Previously   As
                                                     Reported     Restated

ASSETS

Current Assets:
Cash                                                        952        952
Accounts Receivable                                       2,167      2,167
                                                     __________   ________
Total Current Assets                                      3,119      3,119
Property, Plant & Equipment (net)                       527,109    527,109
                                                     __________   ________
Total Assets                                            530,228    530,228

LIABILITIES & STOCKHOLDERS DEFICIENCY


                                  -7-

Current Liabilities:
Accounts payable & accrued expenses                     338,346    404,639
Accounts payable - related party                        249,501    249,501
Note payable                                             94,046     94,046
                                                     __________   ________
Total current liabilities                               681,893    748,186
                                                     __________   ________
Total liabilities                                       681,893    748,186
                                                     __________   ________

Stockholders' deficiency:
Common stock                                             37,830     37,830
Additional paid in capital                            8,430,635  8,430,635
Accumulated deficit                                  (8,620,130)(8,686,423)
                                                      _________  _________
Total stockholder's deficiency                         (151,665)  (217,958)
                                                      _________  _________
Total liabilities and stockholders' deficiency          530,228    530,228
                                                      _________  _________

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
well 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.

RESTATEMENT

On November 11, 2005, the Company filed a Form 8-K with the SEC disclosing
that it would restate its previously issued financial statements for the year
ended December 31, 2003, annual and quarterly financial statements for 2004,
and quarterly financial statements for the first two quarters of 2005 after
determining that it had erroneously accounted for its exit activities in
connection with its former office space in Canada.

In the third quarter of 2003, the Company recorded an expense for its
obligation under the lease for the period up to the balance sheet date. It
continued to record an expense of $13,200 per quarter through March 31, 2005
related to the lease (see Note 4 to the financial statements). After further
review, the Company's management determined that it should have accrued an
obligation for the lease equal to total amounts owed from the "cease use date"
(the date in January 2003 on which the Company's subtenant moved out of the

                                  -8-

office space) through the end of the lease term. Additionally, since the lease
obligation was in Canadian dollars, the Company should have recorded a
currency exchange gain or loss on its obligation in each quarter. Based on
this analysis, the Company and its Board of Directors concluded that its
previously issued financial statements for the year ended December 31,2003,
annual and quarterly financial statements for 2004 and quarterly financial
statements for the first two quarters of 2005 required adjustments of the
amounts previously reported for accounts payable and accrued liabilities, and
general and administrative expenses. The effect of the restatement was to
decrease the previously reported net loss by $15,469 for the three months
ended March 31, 2005.

THREE MONTH PERIOD ENDED MARCH 31, 2005, COMPARED TO THREE MONTH PERIOD ENDED
MARCH 31, 2004.

For the three months ended March 31, 2005, sales revenue decreased $33,427 to
$1,180, compared to $34,607 for the same period during 2004. The decrease in
sales revenue was the result of a decrease in production for the Timber Draw
#1-AH, which is attributable to a limited reservoir. For the three months
ended March 31, 2005, sales volume decreased 1,253 barrels to 225 barrels,
compared to 1,478 barrels for the same period in 2004. The average realized
per barrel oil price increased 101% from $24.76 for the three months ended
March 31, 2004 to $49.68 for the three months ended March 31, 2005.

Production and operating expenses increased $1,760 to $23,888 for the three
months ended March 31, 2005, from $22,128 for the same period in 2004. This
increase was primarily attributable to increased lease rental expenses on the
Company's Cheyenne River and Gabbs Valley Prospects.

General and administrative expenses decreased by $498 to $43,504 for the three
months ended March 31, 2005, from $44,002 for the same period in 2004. Expense
amounts were consistent with the prior year.

There was no depreciation expense attributable to the three months ended March
31, 2005 and 2004, because the depreciable assets were fully depreciated.

For the three months ended March 31, 2005, interest expense remained at $1,725
which is the same as for the three months ended March 31, 2004. The Company
accrued interest on the Weatherford note in both periods.

For the reasons discussed above, net loss increased $34,604 from $(31,064) for
the three months ended March 31, 2004, to $(65,668) for the three months ended
March 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

As of March 31, 2005, the Company had $952 of cash on hand. The Company's cash
on hand will not be sufficient to fund its operations for any length of time.
During the next twelve months, the Company expects to incur costs of
approximately $10,000 per month relating to administrative, office and other
expenses. In addition, the Company's other material commitments in the next
twelve months could include payments to be made and obligations that could
arise as further described below.

The Company's former management (Messrs. McGrain and Jacobsen) entered into a
lease agreement for office space in Canada. This office was closed after
Messrs. McGrain and Jacobsen resigned as officers of the Company. This lease
agreement calls for monthly lease and tax payments of approximately $4,400
                                  -9-
(U.S.) through April of 2006. No lease payment has been made subsequent to
December of 2002 and, in January of 2003, the Company was notified that the
lease had been terminated without prejudice to the landlord's right to hold
the Company liable for future damages related to lost rent. As of the period
ended March 31, 2005, the Company has recorded a liability of $158,400 in its
financial statements relating to the lease.

As of March 31, 2005, the Company owes approximately $94,046 including accrued
interest to Weatherford U.S., L.P. for services rendered by Weatherford.

ADVANCES FROM RELATED PARTY

The Company has had difficulty in obtaining financing from traditional
financing sources. 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. The Company believes it is the
intention of the Whitehead Trust to continue funding the Company's basic
expenses through December 31, 2005, or until such time as the Company secures
other sources of financing. However, there can be no assurance the Whitehead
Trust will continue to fund such expenses. In order to sustain the Company's
operations on a long term basis, management intends to continue to look for
merger opportunities and consider public or private financings. Through the
three months ended March 31, 2005, the Whitehead Trust has advanced $35,009
to the Company.

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, 2004, which was filed March 31, 2005.

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
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, 2004. 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 March 31, 2005, the Company carried out an evaluation under the
supervision of the Company's Chief Executive Officer (and principal

                                  -10-

financial officer) of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to the
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) concluded that the Company's disclosure controls and
procedures were effective at such time.  However, prior to the date of
the filing of this Form 10-QSB/A and as a result of the Company's
decision to restate its financial statements as described under the
"Explanatory Note" in this Form 10-QSB/A above, the Company completed a
second 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 as of March 31, 2005.  In connection with this
second evaluation and based upon the Company's decision to restate its
financial statements for the quarterly period ended March 31, 2005, the
Company's Chief Executive Officer (and principal financial officer)
concluded that the Company's disclosure controls and procedures were
not effective as of March 31, 2005.

During the quarter ended March 31, 2005, 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

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).

                       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:  February 8, 2006                         By: /s/ Albert E. Whitehead
                                                ___________________
                                                Albert E. Whitehead
                                                Chairman/CEO





                                  -11-

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, Chief Executive Officer (and principal financial
Officer) of Empire Petroleum Corporation, 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 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
                                  -12-
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.



February 8, 2006                       /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 March 31, 2005 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.



February 8, 2006                            /s/ Albert E. Whitehead
                                            Albert E. Whitehead
                                            Chief Executive Officer and
                                               principal financial officer


A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon
request.

The foregoing certification is being furnished to the Securities and
Exchange Commission as an exhibit to the Report and shall not be
considered filed as part of the Report.


                                  -13-