SC 13G 1 r13g-ghp02112009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Empire Petroleum Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 030910 20 2 (CUSIP Number) February 11, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 030910 20 2 13G Page 2 of 4 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) George H. Plewes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 3,507,500 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING 3,507,500 PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,507,500 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.13% 12 TYPE OF REPORTING PERSON IN CUSIP NO. 030910 20 2 13G Page 3 of 4 Item 1. (a) Name of Issuer: Empire Petroleum Corporation (b) Address of Issuer's Principal Executive Offices: 8801 S. Yale, Suite 120 Tulsa, Oklahoma 74137-3575 Item 2. (a) Name of Person Filing: George H. Plewes (b) Address of Principal Business Office: P.O. Box HM 1431 Hamilton HMFX Bermuda (c) Citizenship: Canada (d) Title of Class of Securities: Common Stock, par value $.001 (e) CUSIP Number: 030910 20 2 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not Applicable Item 4. Ownership. (a) Amount Beneficially Owned: 3,507,500* (b) Percent of Class: 6.13% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 3,507,500 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 3,507,500 (iv) shared power to dispose or to direct the disposition of: -0- * Includes 70,000 shares subject to stock options which are exercisable within 60 days and also includes 687,500 shares subject to warrants which are exercisable within 60 days. CUSIP NO. 030910 20 2 13G Page 4 of 4 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 2009 /s/ George H. Plewes ____________________ George H. Plewes