DELAWARE
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001-16653
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73-1238709
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation or Organization)
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File Number)
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Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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(Do not check if a smaller reporting company)
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Emerging growth Company ☐
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PART I.
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FINANCIAL INFORMATION
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Page No.
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Item 1.
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Financial Statements
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Item 2.
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||
Item 3.
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||
Item 4.
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PART II.
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OTHER INFORMATION
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Item 1.
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||
Item 1A.
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||
Item 2.
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Item 3.
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Item 4.
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||
Item 5.
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||
Item 6.
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||
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March 31, 2018
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December 31, 201
7
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|||||||
ASSETS
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(UNAUDITED)
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|||||||
Current assets:
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||||||||
Cash
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$
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59,238
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$
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77,780
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||||
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||||||||
Total current assets
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59,238
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77,780
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||||||
Investment in Masterson West II
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300,000
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300,000
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||||||
Total assets
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$
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3
59,238
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$
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377,780
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable and accrued liabilities
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$
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151,999
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$
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64,964
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||||
Current portion of convertible notes, net
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150,777
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137,256
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||||||
Total current liabilities
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302,776
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202,220
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||||||
Convertible notes, net
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49,573
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47,366
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Stockholders' equity:
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Common stock-$.001 par value authorized 150,000,000 shares,
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||||||||
issued and outstanding
9,993,942 and
8,803,942
r
espectively
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9,993
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8,803
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||||||
Common stock subscribed not yet issued (
3,235
,000 shares)
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3,235
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3,225
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||||||
Stock subscriptions receivable
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(5,000
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)
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||||||
Additional paid in capital
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1
6,351,181
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16,232,381
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||||||
Accumulated deficit
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(1
6,357,520
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)
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(
16,111,215
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)
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||||
Total stockholders' equity
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6,889
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128,194
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||||||
Total liabilities and stockholders' equity
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$
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3
59,238
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$
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377,780
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Three Months Ended
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||||||||
March 31
,
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||||||||
201
8
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2017
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Revenue:
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Petroleum sales
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$
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0
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0
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|||||
Costs and expenses:
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General and administrative
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226,677
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86,084
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||||||
226,677
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86,084
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|||||||
Operating loss
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(
226,677
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)
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(
86,084
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)
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Other expense:
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Interest expense
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19,628
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18,286
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||||||
Total other expense
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19,628
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18,286
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Net loss
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$
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(
246,305
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)
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(
104,370
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)
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Net loss per common share, basic & diluted
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$
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(0.0
2
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)
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(0.0
1
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)
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Weighted average number of common shares outstanding basic and diluted
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10,890,740
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8,710,609
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Three
Months Ended
March 31
,
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||||||||
201
8
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2017
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Cash flows from operating activities:
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Net loss
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$
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(
246,305
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)
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$
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(
104,370
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Amortization of warrant value and conversion feature on convertible notes
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15,728
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15,492
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Change in operating assets and liabilities:
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Prepaids
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(28,000
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)
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Accounts payable and accrued liabilities
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83,135
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48,502
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Accrued interest payable
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3,900
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4,056
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Net cash used in operating activities
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(
143,542
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)
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(
64,320
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)
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Cash flows from financing activities:
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Proceeds from convertible notes issued
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0
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62,500
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Proceeds from stock issuance
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125,000
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0
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Net cash provided by financing activities
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1
25,000
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62,500
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Net change in cash
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(
18,542
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)
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(
1,820
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)
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Cash - Beginning of period
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77,780
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68,743
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Cash - End of period
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$
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59,238
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$
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66,923
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2018
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Current
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Long Term
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Total
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Convertible Notes Outstanding
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$
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195,000
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$
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65,000
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$
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260,000
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Debt Issue Costs – Warrants and Conversion Feature
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(44,223
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)
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(15,427
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)
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(59,650
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)
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Convertible Notes Outstanding, Net
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$
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150,777
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$
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49,573
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$
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200,350
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Item 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 4.
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CONTROLS AND PROCEDURES
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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Empire Petroleum Corporation
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Date: May 14, 2018
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By:
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/s/ Michael R. Morrisett
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Michael R. Morrisett
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President
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(principal
financial officer
)
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Date: May 14, 2018
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By:
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/s/ Thomas Pritchard
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Thomas Pritchard
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10‑Q of Empire Petroleum Corporation;
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2.
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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;
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3.
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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 registrant as of, and for, the periods presented in this report;
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4.
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The registrant'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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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 registrant, 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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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 registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 14, 2018
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/s/ Thomas Pritchard | ||
Thomas Pritchard
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|||
Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10‑Q of Empire Petroleum Corporation;
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2.
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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;
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3.
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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 registrant as of, and for, the periods presented in this report;
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4.
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The registrant'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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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 registrant, 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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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 registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 14, 2018
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/s/ Michael R. Morrisett | ||
Michael R. Morrisett
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|||
President (principal financial officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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May 14, 2018
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/s/ Thomas Pritchard | ||
Thomas Pritchard
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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May 14, 2018
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/s/ Michael R. Morrisett | ||
Michael R. Morrisett | |||
President (principal financial officer)
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