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, 2004

[ ] 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,
2004.

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, 2004 (Unaudited)                    1
Statements of Operations for the three months
   ended March 31, 2004 and 2003 (Unaudited)                   2
Statements of Cash Flows for the three months ended
   March 31, 2004 and 2003 (Unaudited)                         3
Notes to Financial Statements                                4-8

Item 2. Plan of Operation                                   8-11

Item 3. Controls and Procedures                            11-12

Part II. OTHER INFORMATION

Item 6. Exhibits                                              12


Signatures                                                    12

                            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, 2004 (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, 2004, 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

                                                                2004
                                                            Restated
ASSETS                                                    (Unaudited)
                                                         ___________
Current assets:
  Cash                                                   $     1,224
  Accounts receivable                                         37,706
                                                         ___________
Total current assets                                          38,930

Property & equipment, net of accumulated
  depreciation and depletion                                 527,109
                                                          ___________
Total Assets                                             $   566,039
                                                          ___________

LIABILITIES AND STOCKHOLDERS' DEFICIENCY


Current liabilities:
  Accounts payable and accrued
    liabilities                                          $   382,964
  Accounts payable to related party                          137,594
  Note payable                                                87,146
                                                         ___________
Total current liabilities                                    607,704
                                                         ___________
Total liabilities                                            607,704
                                                         ___________

Stockholders' deficiency:
  Common stock at par value                                   37,830
  Additional paid in capital                               8,380,635
  Accumulated deficit                                     (8,460,130)
                                                         ___________
Total stockholders' deficiency                               (41,665)
                                                         ___________

Total Liabilities and Deficiency                         $   566,039
                                                         ___________




See accompanying notes to financial statements.





                                  -1-

                        EMPIRE PETROLEUM CORPORATION

                          STATEMENTS OF OPERATIONS

                                 (Unaudited)


                                       Three Months Ended

                                           March 31
                                    ________________________

                                            2004        2003
                                        Restated    Restated
                                    ____________  __________
Revenue:
  Petroleum sales                   $     34,607  $        0
                                    ____________  __________
                                          34,607           0
                                    ____________  __________

Costs and expenses:
  Production & operating                  22,128      17,234
  General & administrative                44,002     207,034
  Depreciation expense                         0       1,028
  Leasehold impairment                         0     190,066
                                    ____________  __________
                                          66,130     415,362
                                    ____________  __________
  Operating loss                         (31,523)   (415,362)
                                    ____________  __________
Other (income) and expense:
  Miscellaneous                           (2,184)      4,864
  Interest expense                         1,725           0
                                    ____________  __________

Total other(income) and expense             (459)      4,864
                                    ____________  __________

Net loss                            $    (31,064) $ (420,226)
                                    ____________  __________

Net loss per common share           $        .00  $      .02
                                    ____________  __________

Weighted average number of
  common shares outstanding           37,830,190  26,529,686
                                    ____________  __________




See accompanying notes to financial statements.






                                  -2-

                        EMPIRE PETROLEUM CORPORATION

                          STATEMENTS OF CASH FLOWS

                                (UNAUDITED)


                                                Three Months Ended

                                               March 31,     March 31,
                                                   2004          2003
                                               Restated      Restated
                                              _________     _________
Cash flows from operating activities:
  Net loss                                    $(31,064)      (420,226)

Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation                                        0         1,028
  Leasehold impairment                                0       190,066
  Value of services contributed by employees     12,500             0

 (Increase) decrease in assets:
  Accounts receivable                           (16,643)          316
  Prepaid expenses                                2,651         3,920
Increase (decrease) in liabilities:
  Accounts payable and accrued expenses           4,744       219,901
                                               ________      ________
Net cash used in operating activities           (27,812)       (4,995)
                                               ________      ________
Cash flows from investing activities:
  Proceeds from sale of property, plant
    and equipment                                     0             0
                                               ________      ________
Net cash provided by investing activities             0             0
                                               ________      ________
Cash flows from financing activities:

  Advances from related party                     7,414             0


                                               ________      ________
Net cash provided by financing activities         7,414             0
                                               ________      ________

Net decrease in cash                            (20,398)      ( 4,995)

Cash - Beginning                                 21,622         5,454
                                               ________      ________
Cash -Ending                                   $  1,224      $    459
                                               ________      ________

Non-cash investing and financing activities:
  Common stock issued for accounts payable
     and accrued liabilities                   $      0      $278,441
  Common Stock issued for notes and
     debentures payable                        $      0      $220,000

See accompanying notes to financial statements.

                                  -3-
                        EMPIRE PETROLEUM CORPORATION

                       NOTES TO FINANCIAL STATEMENTS

                              MARCH 31, 2004

                                (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, 2004.

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, 2003 which are contained in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission (the SEC) on March
30, 2004.

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,
2004. 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, 2004, or until such time as the Company secures
other sources of financing. However, there can be no assurance 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


                                  -4-
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,
2004, 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 is $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.

In addition, on March 17, 2003, the Company issued 2,842,243 shares of
Company common stock as payment for notes payable to related parties of
$220,000 plus accrued interest of $22,601. Also, on March 17, 2003, the
Company issued 7,653,970 shares of Company common stock as payment for
accounts payable totaling $255,840. Of this amount, $238,986 was payable
to the Company's executive officer.

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

                                  -5-

Mineral Counties, Nevada in which Mr. Duffield has a 100% working interest.
Pursuant to the Duffield Agreement, the Company 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 $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 $209,058 in the March 31, 2004 financial statements for
payments due under the lease. The foreign currency gain of $2,159 associated
with the lease obligation is reported in Miscellaneous.

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, 2003, a third party paid approximately $52,128 of the Company's
lease rentals on 32,243 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 has
advised Empire it elects to drill a test well and a new Federal Drilling Unit
has been formed on which to test (utilize) the seismic properly. Preparations
are being made to drill a test well in the second or third quarter of 2004.

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
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
                                  -6-
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, 2004            March 31, 2003
                          Previously    As          Previously    As
                          Reported      Restated    Reported      Restated

Petroleum sales               34,607      34,607             -           -

Cost & Expenses:
Production & Operation        22,128      22,128        17,234      17,234
General & Administrative      57,202      44,002        28,127     207,034
Depreciation Expense               -           -         1,028       1,028
Leasehold Impairment               -           -       190,066     190,066
                             _______     _______      ________    ________
                              79,330      66,130       236,455     415,362
                             _______     _______      ________    ________
Operating loss               (44,723)    (31,523)     (236,455)   (415,362)
                             _______     _______      ________    ________
Other (income) expense:
Miscellaneous                    (25)     (2,184)       (2,024)      4,864
Interest Expense               1,725       1,725             -           -
                             _______     _______      ________    ________
                               1,700        (459)       (2,024)      4,864
                             _______     _______      ________    ________
Net loss                     (46,423)    (31,064)     (234,431)   (420,226)
                             _______     _______      ________    ________
Net loss per share               .00         .00          (.01)       (.02)
                             _______     _______      ________    ________

                                                         March 31, 2004
                                                  Previously      As
                                                  Reported        Restated
ASSETS

Current Assets:
Cash                                                   1,224         1,224
Accounts Receivable                                   37,706        37,706
                                                  __________    __________
Total Current Assets                                  38,930        38,930
Property, Plant & Equipment (net                     527,109       527,109
                                                  __________    __________
Total Assets                                         566,039       566,039
                                                  __________    __________
LIABILITIES & STOCKHOLDERS EQUITY

Current Liabilities:
Accounts payable & accrued expense                  279,506       382,964
Accounts payable - related party                    137,594       137,594
Note payable                                         87,146        87,146



                                  -7-
                                                 __________    __________
Total current liabilities                           504,246       607,704
                                                 __________    __________
Total liabilities                                   504,246       607,704

Stockholders' equity:
Common stock                                         37,830        37,830
Additional paid in capital                        8,380,635     8,380,635
Accumulated deficit                              (8,356,672)   (8,460,130)
                                                  _________     _________
Total stockholder's equity                           61,793       (41,665)
                                                  _________     _________
Total liabilities and stockholders' equity          566,039       566,039
                                                  _________     _________

Item 2. PLAN OF OPERATION

The Company has no significant on-going income producing oil and gas
properties at March 31, 2004. To date, the Company's operations have been
primarily financed through sales of its Common Stock and loans from related
parties. The Company's limited revenues have been generated by its Timber
Draw #1-AH well, which is further described below.

Pursuant to that certain Americomm Cheyenne River Prospect Agreement dated
March 4, 1998, as amended (the "Prospect Agreement"), the Company paid $234,500
in March 1998 to cover the initial expenses of acquiring leases in an oil and
gas prospect in the Eastern Powder River Basin in the State of Wyoming (the
"Cheyenne River Prospect"). Also in accordance with the Prospect Agreement, the
Company issued an aggregate of 566,000 shares of Common Stock and agreed to
grant overriding royalty interests to five individuals as consideration for
services performed and to be performed in connection with the acquisition and
exploration of the Cheyenne River Prospect.

Prior to the Company acquiring Empire Petroleum Corporation, the Company
entered into that certain farmout agreement dated November 15, 2000 by and
among the Company, Empire Petroleum Corporation and certain other partners
(the "Farmout Agreement"). Pursuant to the Farmout Agreement, drilling of the
Timber Draw #1-AH well commenced during December of 2000 within the 25,000
acre Timber Draw Federal Drilling Unit included in the Cheyenne River Prospect.
The following parties participated with Empire Petroleum Corporation in the
drilling of the Timber Draw #1-AH well at the following participation levels:
Maxy Resources, LLC (25%), Enterra Energy Corp. (formerly Big Horn Resources
Ltd.) (15%) and 74305 Alberta Ltd. (10%). The drilling of the Timber Draw #1-AH
well was completed at a total measured depth of 10,578 feet, of which the last
2,030 feet were drilled horizontally through the Newcastle "B" formation. The
Timber Draw #1-AH encountered flows of oil and gas during the horizontal
drilling. Thereafter, the Company conducted a series of production methods on
its Timber Draw Unit #1-AH well during the period from February 13, 2001 to
June 22, 2001. During the test period, the well flowed 8,139 barrels of 44
degree light gravity sweet crude and 29,072,000 cubic feet of natural gas with
a BTU content of 1,493 and rich in natural gas liquids. Consulting engineers
calculated that the natural gas would yield natural gas liquids of approximately
70 barrels per day based on estimated gas production of 500,000 cubic feet per
day. The well was shut-in on June 22, 2001 to conserve the natural gas, which
was flared during the test period. A bottom hole pressure survey of the Timber
Draw #1-AH well conducted in April of 2002 indicated a limited reservoir for
this well.

The Bureau of Land Management ("BLM") advised the Company that it does not

                                  -8-
consider the Timber Draw Unit #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 Company planned on initiating
additional drilling during the second half of 2002; however, due to poor
financial market conditions, the Company was unable to raise the funds
necessary to complete such drilling. The BLM also advised the Company that
since it did not commence another test well prior to August 12, 2002, the
Timber Draw Unit had been terminated.

Beginning in April of 2003, the Company initiated testing of the well for 10
days per month for a extended period by authority of the BLM. During the test
periods indicated below, the #1-AH well produced the following number of
barrels in 2003 and 2004:

                           Days in                     Number
   Month                 Test Period                 Of Barrels

April (2003)                    7                      1,335
June                           10                      1,421
July                           10                      1,321
August                         10                      1,029
October                        10                        954
November                       10                        693
January (2004)                 13                        585
February                       11                        479
March                          17                        389

All of the Company's limited revenues in 2003 and 2004 were attributable to
the above described production from its #1-AH well. The Company
continued testing the #1-AH well through March 2004. The test results will
be evaluated to determine what future production practice might be utilized.

Through the period ended March 31, 2004, the Company has been actively engaged
in seeking viable sources of financing to support continued operations and to
continue its drilling plan. As stated above, the Company anticipated drilling
additional wells prior to the quarter ended June 30, 2002. However, due to
poor financial market conditions, it has not been able to raise the funds
necessary to conduct its drilling program. As a result, the Company has
entered into arrangements with certain third parties in an attempt to
commercially exploit its properties. On March 19, 2003, another company
agreed to pay the lease rentals totaling $84,485 on 42,237 acres in the
Cheyenne River Prospect in return for an assignment of the leases. The Company
retained an overriding royalty of 1.5% on 33,597 acres and a 2% overriding
royalty on approximately 8,640 acres. The third party paid the lease rentals
on March 28, 2003.

As of March 31, 2004, the Company owns a thirty three and one-third percent
(33.33%) working interest in the Timber Draw #1-AH well. The Company's working
interest in the #1-AH well, was reduced from 50% by virtue of the terms of a
Farmout Agreement with a third party that is subject to final documentation
(the "2003 Farmout Agreement"), pursuant to which the third party completed a
16 square mile seismic program and earned a 25% interest in the #1-AH well
effective October 1, 2003. The third party also has the right to drill a new
test well on the farmout lands for which it will earn an additional interest
in the #1-AH. Upon the completion of this new test well, the Company's
interest in the #1-AH well will be reduced to 17.5% and its working interest
in the balance of the 36,410 gross acres of leases currently held by the
Company will be reduced to 26.8%. The Company will have no cost obligation


                                  -9-
associated with the new test well to be drilled by the third party. In order
to drill the test well, a new Federal Unit is being formed. The Company
anticipates that the new test well will be drilled in the second or third
quarter of 2004. Also, as of December 31, 2003, the Company retains an
overriding royalty on 42,237 acres.

On May 8, 2003, the Company entered into an agreement with O.F. Duffield
(the "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 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. The Company is in the process of forming a
Federal Unit for this property.

As of March 31, 2004, the Company had $1,224 of cash on hand. The Company
expects that its cash on hand will not be sufficient to fund its operations
for any material length of time. During the next twelve months, the Company's
material commitments include payments to be made and obligations that could
arise as further described below. In addition, the Company expects to incur
costs of approximately $10,000 per month relating to administrative, office
and other expenses.

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, 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 $209,058 in the financial statements relating to the
lease, including foreign exchange losses at March 31, 2004.

In Tulsa, Oklahoma, the Company leases office space under a sub-lease
agreement with an unrelated party which will expire in December 2004. The
lease calls for monthly lease payments of $1,009 for the years 2003 and 2004.

As of March 31, 2004, the Company owes approximately $85,421 including accrued
interest to Weatherford U.S., L.P. for services rendered by Weatherford.

Through the year ended December 31, 2003, 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, 2004, 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. For the three
months ended March 31, 2004, the Whitehead Trust has advanced $7,414 to the
Company.


                                  -10-
The Company employs one secretary in its Tulsa office and does not at this
time expect any significant change in the number of its employees during the
next twelve months. If the Company is successful in raising additional capital,
it will employ part-time or temporary persons and consultants in situations
where special expertise is required. Mr. Whitehead serves as an executive
officer of the Company without compensation.

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, 2003, which was filed March 30,
2004.

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 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 $15,359 for the three months ended March 31,
2004 and to increase the net loss reported by $185,795 for the three months
ended March 31, 2003. The restatement increased the loss per share from $(.01)
to $ (.02) for the three months ended March 31, 2003; it did not affect the
loss per share at March 31, 2004.

Item 3. CONTROLS AND PROCEDURES

As of March 31, 2004, the Company carried out an evaluation under the
supervision of the Company's Chief Executive Officer (and principal
financial officer) of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to 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


                                  -11-
"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, 2004.  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, 2004, 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, 2004.

During the quarter ended March 31, 2004, 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

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).



                                  -12-
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's,
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):

(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


                                  -13-
(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, 2004 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.













                                -14-