UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G A/1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.1)

EMPEIRIA ACQUISITION CORP.

_____________________________________________

(Name of Issuer)

Common Stock, $0.0001 par value per share

___________________________

(Title of Class of Securities)

29158Y104

___________________________

(CUSIP Number)

December 31, 2012

(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)

þ 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. 29158Y203				13G A/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD CAPITAL LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				872,500
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				872,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*872,500
	*Includes 872,500 warrants exercisable to acquire 872,500 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.13%
12	TYPE OF REPORTING PERSON				LP

CUSIP NO. 29158Y203				13G A/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				872,500
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				872,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*872,500
	*Includes 872,500 warrants exercisable to acquire 872,500 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.13%
12	TYPE OF REPORTING PERSON				OO

CUSIP NO. 29158Y203				13G A/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD SPECTRUM TRADING LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				654,300
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				654,300
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*654,300
	*Includes 654,300 warrants exercisable to acquire 654,300 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					7.01%
12	TYPE OF REPORTING PERSON				CO

CUSIP NO. 29158Y203				13G A/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				WEXFORD CATALYST TRADING LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				218,200
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				218,200
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*218,200
	*Includes 218,200 warrants exercisable to acquire 218,200 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					2.45%
12	TYPE OF REPORTING PERSON				CO

CUSIP NO. 29158Y203				13G A/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				CHARLES E. DAVIDSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				872,500
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				872,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*872,500
	*Includes 872,500 warrants exercisable to acquire 872,500 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.13%
12	TYPE OF REPORTING PERSON				IN

CUSIP NO. 29158Y203				13G a/1
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON				JOSEPH M. JACOBS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  þ (b)  
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER				0
		6	SHARED VOTING POWER				872,500
		7	SOLE DISPOSITIVE POWER				0
		8	SHARED DISPOSITIVE POWER				872,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON						*872,500
	*Includes 872,500 warrants exercisable to acquire 872,500 shares of common stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					9.13%
12	TYPE OF REPORTING PERSON				IN

This Amendment No. 1 (this “Amendment”) modifies and supplements the 13G initially filed on June 24, 2011 (the “Statement”), with respect to the common stock, $0.0001 par value per share (the “Common Stock”), of Empeiria Acquisition Corp., a Delaware corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 1, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 2.(d) and Item 2(e) should be deleted in their entirety and replace with the following:

(d) Title of Class of Securities:

Common Stock, $0.0001 par value per share

(e) CUSIP Number:

29158Y112 (warrant)

29158Y104 (common stock)

Item 4. should be deleted in its entirety and replaced with the following:

Item 4 Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Information set forth below is on the basis of 8,685,700 Common Stock issued and outstanding as reported in the Company’s  Form 8K filed December 20, 2012.

(i) Wexford Catalyst Trading Limited

(a) Amount beneficially owned: 218,200

(b) Percent of class: 2.45%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 218,200

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 218,200

(ii) Wexford Spectrum Trading Limited

(a) Amount beneficially owned: 654,300

(b) Percent of class: 7.01%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 654,300

(iii) Sole power to dispose or to direct the disposition of: 0

(iv)   Shared power to dispose or to direct the disposition of: 654,300

(iii) Wexford Capital LP

(a) Amount beneficially owned: 872,500

(b) Percent of class: 9.13%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 872,500

(iii) Sole power to dispose or to direct the disposition of: 0

(iv)   Shared power to dispose or to direct the disposition of: 872,500

(iv) Wexford GP LLC

(a) Amount beneficially owned: 872,500

(b) Percent of class: 9.13%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 872,500

(iii)   Sole power to dispose or to direct the disposition of: 0

(iv)   Shared power to dispose or to direct the disposition of: 872,500

 (v) Charles E. Davidson

(a) Amount beneficially owned: 872,500

(b) Percent of class: 9.13%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 872,500

(iii)   Sole power to dispose or to direct the disposition of: 0

(iv)   Shared power to dispose or to direct the disposition of: 872,500

(vi) Joseph M. Jacobs

(a) Amount beneficially owned: 872,500

(b) Percent of class: 9.13%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 872,500

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 872,500

Wexford Capital LP ("Wexford Capital") is the sub-advisor to Wexford Catalyst Trading Limited and Wexford Spectrum Trading Limited (together, the “Wexford Entities”) and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Wexford Entities possess beneficial ownership. Wexford GP LLC (“Wex GP”) is the general partner of Wexford Capital and by reason of its status as such may be deemed to own beneficially the interest in the securities of which the Wexford Entities possess beneficial ownership. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") may, by reason of his status as a controlling person of Wex GP, be deemed to own beneficially the interests in the securities of which the Wexford Entities possess beneficial ownership. Each of Davidson, Jacobs, Wexford Capital and Wex GP shares the power to vote and to dispose of the interests in the securities beneficially owned by the Wexford Entities. Each of Wexford Capital, Wex GP, Davidson and Jacobs disclaims beneficial ownership of the securities owned by the Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of their interests in each member of the Wexford Entities.

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.

Date: February 11, 2013	Company Name
	WEXFORD SPECTRUM TRADING LIMITED
	By:	/s/ Arthur H. Amron
	Name:	Arthur H. Amron
	Title:	Vice President and Assistant Secretary
	WEXFORD CATALYST TRADING LIMITED
	By:	/s/ Arthur H. Amron
	Name:	Arthur H. Amron
	Title:	Vice President and Assistant Secretary
	WEXFORD CAPITAL LP
	By:	Wexford GP LLC, its General Partner
	By:	/s/ Arthur H. Amron
	Name:	Arthur H. Amron
	Title:	Vice President and Assistant Secretary
	WEXFORD GP LLC
	By:	/s/ Arthur H. Amron
	Name:	Arthur H. Amron
	Title:	Vice President and Assistant Secretary
	/s/ Joseph M. Jacobs
	JOSEPH M. JACOBS
	/s/ Charles E. Davidson
	CHARLES E. DAVIDSON