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 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

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                                4-6

Item 2. Management's Discussion and Analysis                 6-8

Item 3. Controls and Procedures                              8-9

Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                       9


Signatures                                                     9



































  Item 1. FINANCIAL STATEMENTS


                      EMPIRE PETROLEUM CORPORATION

                             BALANCE SHEET


                                                            March 31

                                                                2005

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' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued
    liabilities                                          $   338,346
  Accounts payable to related party                          249,501
  Note payable                                                94,046
                                                         ___________
Total current liabilities                                    681,893
                                                         ___________
Total liabilities                                            681,893
                                                         ___________

Stockholders' equity (deficit):
  Common stock at par value                                   37,830
  Additional paid in capital                               8,430,635
  Accumulated deficit                                     (8,620,130)
                                                         ___________
Total stockholders' equity (deficit)                        (151,665)
                                                         ___________

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

See accompanying notes to financial statements.







                                    -1-

                      EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF OPERATIONS

                             (Unaudited)


                                       Three Months Ended

                                           March 31
                                    ________________________

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

Costs and expenses:
  Production & operating                  23,888      22,128
  General & administrative                56,704      57,202
                                    ____________  __________
                                          80,592      79,330
                                    ____________  __________
  Operating loss                         (79,412)    (44,723)
                                    ____________  __________
Other (income) and expense:
  Miscellaneous income                         0         (25)
  Interest expense                         1,725       1,725
                                    ____________  __________

Total other(income) and expense            1,725       1,700
                                    ____________  __________

Net loss                            $    (81,137) $  (46,423)
                                    ____________  __________

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
                                              _________     _________
Cash flows from operating activities:
  Net loss                                    $ (81,137)    $ (46,423)

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          24,132        20,103
                                               ________      ________
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



                                 -4-
that such 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

                                       -5-
is also entitled to acquire 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 $4,400 (U.S.) 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 $158,400 in the
March 31, 2005 financial statements for payments due under the lease.

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.

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.


                            -6-

For all periods presented, the Company's effective tax rate is 0%.  The
Company has generated net operating losses since inception, which would
normally reflect a tax benefit in the statement of operations and a deferred
asset on the balance sheet.  However, because of the current uncertainty as
to the Company's ability to achieve profitability, a valuation reserve has
been established that offsets the amount of any tax benefit available
for each period presented in the statements of operations.

THREE MONTH PERIOD ENDED 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 $56,704 for the
three months ended March 31, 2005, from $57,202 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 $34,714 from $(46,423)
for the three months ended March 31, 2004, to $(81,137) 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


                                  -7-
(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 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
Prinicipal Financial Officer) of the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to Securities
                                  -8-
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).


                      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:  May 12, 2005                             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).



                                  -9-
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

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):


                                  -10-
       (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.


May 12, 2005                           /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.



May 12, 2005                                /s/ Albert E. Whitehead
                                            Albert E. Whitehead
                                            Chief Executive Officer and
                                               principal financial officer













                                  -11-