UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _____________________ Title of each class Trading Symbol(s) Name of each exchange on which registered None EMPR None FORM 10-Q _________________ (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ___ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ FORM 10-K _________________ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number 001-16653 EMPIRE PETROLEUM CORPORATION (Exact name ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _____________________ Title of each class Trading Symbol(s) Name of each exchange on which registered None EMPR None FORM 10-Q _________________ (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ...

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements and management's discussion and analysis for the period ended June 30, 2020 [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the period ended June 30, 2020, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2020, total assets more than doubled to $23.1 million from $11.0 million at year-end 2019, resulting in an increased stockholders' deficit of $5.8 million Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$23,123,289** | **$11,014,580** | | Total Current Assets | $2,715,364 | $1,588,660 | | Total Property and Equipment, net | $19,795,114 | $9,307,743 | | **Total Liabilities** | **$28,938,364** | **$15,953,235** | | Total Current Liabilities | $12,127,554 | $2,238,066 | | Asset Retirement Obligations | $15,652,761 | $5,788,280 | | **Total Stockholders' Deficit** | **$(5,815,075)** | **$(4,938,655)** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2020, net loss increased to $3.0 million, while for the six-month period, it narrowed significantly to $1.4 million due to derivative gains Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Oil and Gas Sales | $994,529 | $1,996,758 | $2,308,929 | $2,320,968 | | Net (Loss)/Gain on Derivatives | $(402,374) | $500,728 | $2,106,671 | $432,369 | | Total Revenue | $592,155 | $2,497,486 | $4,415,600 | $2,753,337 | | Impairment of Properties | $— | $— | $800,452 | $— | | **Net Loss** | **$(2,973,185)** | **$(2,006,060)** | **$(1,385,170)** | **$(2,593,562)** | | **Net Loss per Share** | **$(0.14)** | **$(0.10)** | **$(0.07)** | **$(0.14)** | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash used in operating activities was $294,287, with financing activities providing $775,700, resulting in $285,813 cash at period end Cash Flow Summary (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net Cash (Used in)/Provided by Operating Activities | $(294,287) | $54,611 | | Net Cash Used in Investing Activities | $(195,600) | $(5,720,986) | | Net Cash Provided by Financing Activities | $775,700 | $5,581,744 | | **Net Change in Cash** | **$285,813** | **$(84,631)** | | **Cash - End of Period** | **$285,813** | **$—** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies, recent acquisitions, and key financial items, highlighting a going concern risk and an $800,452 impairment charge - The company's continuation as a going concern is dependent on its ability to achieve profitable operations or secure additional financing, and management believes the going concern assumption is appropriate[27](index=27&type=chunk) - Due to a significant decline in oil prices, the company recorded an impairment expense of **$800,452** on its oil and natural gas properties for the six months ended June 30, 2020[28](index=28&type=chunk)[52](index=52&type=chunk) - The company acquired oil and gas properties from Pardus Oil & Gas, LLC in Texas on April 6, 2020, and terminated a purchase agreement with Ovintiv USA, Inc., recording a **$725,000** allowance for the potential loss of its deposit[57](index=57&type=chunk)[58](index=58&type=chunk) - As of June 30, 2020, the company was not in compliance with the funded debt to EBITDAX covenant of its Senior Revolver Loan Agreement with CrossFirst Bank[82](index=82&type=chunk) - Subsequent to the quarter's end, on August 6, 2020, the company entered into a joint development agreement and a securities purchase agreement with Petroleum & Independent Exploration, LLC (PIE)[92](index=92&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational results, financial condition, and liquidity, explaining drivers behind changes in revenue, expenses, and net loss, and outlining risks from commodity price volatility and COVID-19 [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For Q2 2020, oil and gas sales revenue fell to $0.99 million, while H1 2020 net loss improved to $1.4 million due to a $2.1 million gain on derivatives Q2 2020 vs Q2 2019 Results | Metric | Q2 2020 | Q2 2019 | | :--- | :--- | :--- | | Oil & Gas Sales | $994,529 | $1,996,758 | | Net (Loss)/Gain on Derivatives | $(402,374) | $500,728 | | Net Loss | $(2,973,185) | $(2,006,060) | H1 2020 vs H1 2019 Results | Metric | H1 2020 | H1 2019 | | :--- | :--- | :--- | | Oil & Gas Sales | $2,308,929 | $2,320,968 | | Net Gain on Derivatives | $2,106,671 | $432,369 | | Impairment Expense | $800,452 | $0 | | Net Loss | $(1,385,170) | $(2,593,562) | Production and Pricing Data (H1 2020 vs H1 2019) | Metric | H1 2020 | H1 2019 | | :--- | :--- | :--- | | Total Production (Boe) | 83,704 | 46,381 | | Avg. Price per Boe | $39.72 | $51.66 | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2020, the company had $285,813 in cash and a $9.4 million working capital deficit, facing challenges from volatile oil prices and COVID-19 - The company had **$285,813** in cash as of June 30, 2020, and expects to raise additional capital for future investments and working capital[110](index=110&type=chunk) - The COVID-19 pandemic has caused significant oil price volatility. While derivative positions have helped mitigate the impact for 2020 production, future uncertainty remains[112](index=112&type=chunk) - The company warns that reduced demand and potential storage capacity issues due to COVID-19 could force production shut-ins, which would materially and adversely affect operating results and debt covenant compliance[115](index=115&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this item is not applicable - The company has indicated that this section is not applicable[121](index=121&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2020 - The company's President (and principal financial officer) concluded that disclosure controls and procedures were effective as of the end of the period covered by this report[122](index=122&type=chunk) [PART II. OTHER INFORMATION](index=28&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, defaults upon senior securities, mine safety disclosures, other information, and exhibits [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - The company reports no legal proceedings[125](index=125&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company states that this item is not applicable, referring to its Form 10-K for material risks - The company has indicated that this section is not applicable[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - The company reports none[127](index=127&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities, despite a disclosed non-compliance with a debt covenant in the financial statement notes - The company reports no defaults upon senior securities[128](index=128&type=chunk) - Contradicting the 'None' statement in this section, Note 9 of the financial statements indicates the company was not in compliance with the funded debt to EBITDAX covenant of its Senior Revolver Loan Agreement as of June 30, 2020[82](index=82&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company states that this item is not applicable - The company has indicated that this section is not applicable[129](index=129&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The company reports none[130](index=130&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and President/CFO and financial statements in XBRL format - Lists certifications from the CEO and President/CFO pursuant to Sarbanes-Oxley Sections 302 and 906[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - Includes financial statements in XBRL format[133](index=133&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _____________________ Title of each class Trading Symbol(s) Name of each exchange on which registered None EMPR None FORM 10-Q _________________ (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ___ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ _________________ FORM 10-K _________________ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ 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 a ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ FORM 10-Q _________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 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 sp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ FORM 10-Q _________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 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 specifi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ FORM 10-Q _________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 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 specif ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ _________________ _________________ _________________ FORM 10-K _________________ ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ 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 a ...