UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 7, 2009
EMPIRE PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-16653 73-1238709
(State or other jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
8801 S. Yale, Suite 120 74137-3575
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (918-488-8068)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 Changes in Registrant's Certifying Accountant.
On January 7, 2009, Tullius Taylor Sartain & Sartain LLP ("Tullius
Taylor"), the prior independent registered public accounting firm of Empire
Petroleum Corporation (the "Company"), and Hogan & Slovacek, P.C. merged their
operations to become HoganTaylor, LLP ("HoganTaylor"). The respective
employees, partners and shareholders of the merged firms have become
employees and partners of HoganTaylor which will continue the practices
of each of the merged firms. Consequently, HoganTaylor has assumed the
role of the independent registered public accounting firm of the Company,
subject to the approval or ratification of the Company's Board of Directors.
As this is a combination of the two existing accounting firms and their
respective practices, there was no resignation of the predecessor firm.
Also, as this is a newly created firm, there have been no pre-engagement
consultations or contacts with HoganTaylor.
The reports of Tullius Taylor regarding the Company's financial
statements for the fiscal years ended December 31, 2007 and 2006 did not
contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, but did
include an emphasis paragraph relating to an uncertainty as to the Company's
ability to continue as a going concern. During the years ended December 31,
2007 and 2006, and during the period from December 31, 2007 there were no
disagreements with Tullius Taylor on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Tullius Taylor
would have caused it to make reference to such disagreement in its report.
The Company provided HoganTaylor as the successor to Tullius Taylor
with a copy of this Current Report on Form 8-K prior to its filing with the
Securities and Exchange Commission and requested that HoganTaylor, as such
successor, furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with above statements and if it
does not agree, the respects in which it does not agree. A copy of the
letter, dated January 13, 2009, is filed as Exhibit 16.1 (which is
incorporated by reference herein) to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter to Securities & Exchange Commission
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 hereunto duly authorized officer.
Date: January 13, 2009
Empire Petroleum Corporation
BY: /s/Albert E. Whitehead
Chief Executive Officer
EXHIBIT 16.1
Letter to Securities & Exchange Commission
January 13, 2009
Securities and Exchange Commission
100 F. Street, NE
Washington DC 208549
Dear Ladies and Gentlemen:
We have read the Company's disclosure set forth in Item 4.01 "Changes in
Registrant's Certifying Accountants" of the Company's Current Report on Form
8-K dated January 7, 2009 (the "Current Report") and are in agreement with
the disclosure in the Current Report, insofar as it pertains to our firm.
Sincerely,
/s/ HoganTaylor, LLP