Empire Petroleum Corporation (EMPR)

[RIGATONI]

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

As of March 31, 2008, the Company had $369,870 of cash on hand. The Company believes that its cash on hand will allow it to finance its operations for the next twelve months, and to participate in further exploration of the Gabbs Valley Prospect. In order to sustain the Company's operations on a long term basis, the Company intends to continue to look for merger opportunities and consider public or private financings. The Company does not plan to undertake further exploration of the Gabbs Valley or Cheyenne River Prospects without an industry partner or additional equity placement.