UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

_________________

FORM
10-Q/A

(Amendment No. 1 to
Form 10-Q)

_________________

[X]     QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended: June 30, 2011

or

[ ]     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from: _____________ to _____________

_________________

EMPIRE PETROLEUM CORPORATION

(Exact
name of registrant as specified in its charter)

_________________

|DELAWARE                          | 001-16653    | 73-1238709         
|--------------------------------- | ------------ | -------------------
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

4444 E. 66TH STREET, LOWER ANNEX, TULSA,
OKLAHOMA 74136-4207(Address of Principal Executive Offices) (Zip Code)

918-488-8068(Registrant’s
telephone number, including area code)

N/A(Former
name or former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.     Yes  [x]     No  [ ]

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     Yes  [x]  No  [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.

|Large accelerated filer  [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company  [x]
|---------------------------- | --------------------- | ------------------------- | ------------------------------

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes [
]      No  [x]

APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark
whether the registrant has filed all documents and reports required to be filed by SectionS 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.     Yes [ ]      No  [ ]

APPLICABLE
ONLY TO CORPORATE ISSUERS

Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of August 12, 2011 was 83,564,235.









|
|

Explanatory Note

|
|
|

This Form 10-Q/A is being filed by Empire
Petroleum Company (the “Company”) as Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on
Form 10-Q for the period ended June 30, 2011 (the “Previous Form 10-Q”). This Form 10-Q/A amends and restates
Item 6 of the Previous Form 10-Q in its entirety. No other information contained in the Previous Form 10-Q is being amended.
Accordingly, this Form 10-Q/A should be read in conjucntion with the Precious Form 10-Q and the Company’s filings made
with the Securities and Exchange Commission subsequent to the filing of the Previous Form 10-Q, including any amendments to
those filings. The purpose of filing this Form 10-Q/A is to provide a date on the certifications required by Exchange Act Rule
13a-14(a) or 15d-14(a) and Exchange Act Rule 13a-14(b) or 15d-14(b).

|
|






PART II. OTHER INFORMATION





Item 6. Exhibits





|31 | Certification of Chief Executive Officer (and
    principal financial officer) pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated under the
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|   | Securities Exchange Act of 1934, as amended, and Item 601(1) (31) of                                                                                 
|   | Regulation S-K, as adopted pursuant to
    Section 302 of the Sarbanes-                                                                              
|   | Oxley Act of 2002 (submitted herewith).                                                                                                              
|   |                                                                                                                                                      
|32 | Certification of Chief Executive Officer (and principal financial
    officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
|   | of the Sarbanes - Oxley Act of 2002 (submitted herewith).                                                                                            
|   |                                                                                                                                                      
|   |                                                                                                                                                      
|  





EMPIRE PETROLEUM
CORPORATION

SIGNATURES



Pursuant to
the requirements of the Securities Exchange Act of 1934, the

registrant
has duly caused this report to be signed on its behalf by the

undersigned
thereunto duly authorized.





|                         | EMPIRE PETROLEUM CORPORATION                   
|------------------------ | -----------------------------------------------
|                         |                                                
|                         |                                                
|Date: September 30, 2011 | By: /s/ Albert E. Whitehead                    
|                         | Albert E. Whitehead                            
|                         | Chairman, Chief Executive Officer and Principal
|                         | Financial Officer                              
|                         |                                                
|                         |                                                
|                         |