Conner & Winters, LLP | |
J. Ryan Sacra | Attorney at Law | 4000 One Williams Center | Tulsa, OK 74172-0148 |
p (918) 586-8528 | f (918) 586-8628 | rsacra@cwlaw.com | p (918) 586-5711 | f (918) 586-8982 | cwlaw.com |
January 5, 2012
Mr. H. Roger Schwall, Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re:Empire Petroleum Corporation
Amendment No. 2 to Form 10-K for Fiscal Year Ended December 31, 2010
Filed December 14, 2011
File No: 1-16653
Dear Mr. Schwall:
In connection with your review of the above-captioned filing, we offer the following response to the comment and request contained in your December 27, 2011 letter to Albert E. Whitehead of Empire Petroleum Corporation (the “Company”). To facilitate your review of our response, we have restated your comment followed by our response.
Amendment No. 2 to Form 10-K for Fiscal Year Ended December 31, 2010
1. We note your response to comment 2 from our letter dated November 18, 2011. However, we also note that you have omitted from certain of the newly filed exhibits the schedules and exhibits to the relevant agreements. For example, we note that you have not filed the schedules to the agreements filed as Exhibits 10.16 and 10.17, or the exhibits to the agreement filed as Exhibit 10.20. Please re-file such agreements in full to include all schedules and exhibits.
The Company undertakes to file the relevant agreements in full with its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 to include all schedules and exhibits.
We would appreciate your earliest possible review of this letter in response to your comment. To expedite the conveyance of additional comments, please feel free to call me at (918) 586-8528 at any time.
Yours very truly,
/s/ J. Ryan Sacra
J. Ryan Sacra
cc: | Empire Petroleum Corporation |
Albert E. Whitehead |