UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
 (X)  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

                                       OR

  ( ) 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 0-31357

                           EPIC ENERGY RESOURCES, INC.

            Colorado                                    94-3363969
   ----------------------------                    ---------------------
   (State or other jurisdiction                      (I.R.S. Employer
         of incorporation)                            Identification No.)

                           10655 Six Pines, Suite 210
                             The Woodlands, TX 77380
                            ---------------------------
                     Address of principal executive offices

                                 (281) 419-3742
                 --------------------------------------------------
                 Registrant's telephone number, including area code

                                       N/A
                         ---------------------------------
 Former name, former address and former fiscal year, if changed from last report

 Check whether the issuer: (1) filed all reports required to be filed by
  Section13 or 15 (d) of the Securities Exchange Act of 1934 during the
  proceeding 12 months
     (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                                 YES [X] NO [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):

                                 YES [ ] NO [X]

As of November 13, 2007, the Company had 37,219,586 outstanding shares of no par
value, common stock.

Transitional Small Business Format (check one): YES [ ] NO [X]


<PAGE>


                           EPIC ENERGY RESOURCES INC.
                Form 10-QSB for the Quarter Ended September 30, 2007


                                      INDEX


PART I.   FINANCIAL INFORMATION
                                                                        Page

Item 1.  Financial Statements

Consolidated Balance Sheets as of September 30, 2007
  (unaudited) and December 31, 2006                                      3

Consolidated Statements of Operations (unaudited) for
   the three and nine months ended September 30, 2007 and 2006           4

Consolidated Statements of Cash Flows (unaudited) for the nine
    months ended September 30, 2007 and 2006                             5

Notes to Consolidated Financial Statements (unaudited)                   6

Item 2. Management's Discussion and Analysis or Plan of Operations      14

Item 3. Controls and Procedures                                         20


PART II.  OTHER INFORMATION

Item 5.  Unregistered Sales of Equity Securities and
                Use of Proceeds                                         21

Item 6.  Exhibits                                                       21

Signatures



<PAGE>


                           EPIC ENERGY RESOURCES INC.
                           CONSOLIDATED BALANCE SHEETS


                                                 September 30,     December 31,
 ASSETS                                              2007              2006
                                                 (unaudited)
 CURRENT ASSETS
 Cash and cash equivalents                       $    700,909      $  590,172
 Accounts receivable:
     Billed, net of allowance of $0                 1,454,062           4,600
     Unbilled, at estimated net realizable value      330,597               -
 Accounts receivable from affiliates                    5,000               -
 Prepaid expenses and other                            16,250         120,219
                                                 ------------       ---------

 TOTAL CURRENT ASSETS                               2,506,818         714,991

 Oil and gas properties (full-cost method),
  net of accumulated depreciation, depletion,
  amortization and impairment
    Proved                                          6,075,984       7,354,511
    Unproved                                                -          60,000
 Other mineral reserves                               783,474         783,474
 Property and equipment, net                           27,473               -
 Investment in joint venture                           22,700               -
 Other assets                                         304,902               -
 Goodwill                                           9,967,252               -
                                                  ------------       ---------
 TOTAL ASSETS                                    $ 19,688,603     $ 8,912,976
                                                 ============     ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
 Accounts payable                                $    418,998     $    97,630
 Accrued liabilities                                  375,937           7,346
 Current portion of long term debt                    849,505         872,990
 Line of credit                                       362,000               -
                                                 ------------       ---------

 TOTAL CURRENT LIABILITIES                          2,006,440         977,966

 Asset retirement obligations                         151,555         142,343
 Long-term debt .                                   1,830,658       1,707,676
                                                 ------------       ---------
                TOTAL LIABILITIES                   3,988,653       2,827,985

 STOCKHOLDERS' EQUITY
   Common stock, no par value: 100,000,000
    authorized:
    36,939,586 and 53,441,601 shares issued
    and outstanding at September 30, 2007 and
    December 31, 2006, respectively                21,318,341       9,822,605
   Additional paid-in capital                         331,412         330,912
   Accumulated deficit                             (5,949,803)     (4,068,526)
                                                  ------------      ---------
 TOTAL STOCKHOLDERS EQUITY                         15,699,950       6,084,991

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  19,688,603     $ 8,912,976
                                                =============     ===========



            See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                           EPIC ENERGY RESOURCES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<S>                                       <C>          <C>           <C>                <C>

                                        For the three months         For the nine months
                                        ended September 30,          ended September 30,
                                      2007               2006        2007               2006
                                        -------------------         -------------------------
REVENUES
Consulting fees                    $  2,233,190    $       -    $ 2,328,032         $        -
Oil and gas revenue                           -            -          9,674                  -
     TOTAL REVENUES                   2,233,190            -      2,337,706                  -

OPERATING EXPENSES
    General and administrative          478,733      143,655      1,328,275            249,012
    Lease operating expenses             80,228            -        202,783                  -
    Professional and subcontracted
      services                          678,411            -        678,411                  -
    Compensation and benefits           258,740            -        258,740                  -
    Occupancy, communication and other  112,358            -        112,358                  -
    Depreciation, depletion and
       amortization                           -            -              -                  -
   Accretion expense                          -            -          9,212                  -
   Impairment of oil and gas properties       -            -      1,338,527                  -
     OPERATING EXPENSES               1,608,470      143,655      3,928,306            249,012

INCOME (LOSS) FROM OPERATIONS           624,720     (143,655)    (1,590,600)          (249,012)

OTHER INCOME (EXPENSE)
   Interest and other income                157          787          6,867              1,756
   Interest expense                    (217,280)           -       (297,544)                 -
     OTHER INCOME (EXPENSE)            (217,123)         787       (290,677)             1,756

NET INCOME (LOSS)                  $    407,597    $(142,868)  $ (1,881,277)       $  (247,256)

INCOME (LOSS) PER COMMON
       SHARE - Basic .             $       0.01    $   (0.00)  $      (0.05)       $     (0.01)
INCOME (LOSS) PER COMMON
SHARE - Diluted                    $       0.01    $   (0.00)  $      (0.05)       $     (0.01)
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING - Basic               33,901,262   49,260,000     38,946,918         34,109,817
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING - Diluted             34,796,571   49,260,000     38,946,918         34,109,817
</TABLE>



            See accompanying notes to consolidated financial statements.


                                       4
<PAGE>



                           EPIC ENERGY RESOURCES INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                Nine Months Ended September 30,
                                                 2007                    2006
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                     $  (1,881,277)     $   (247,256)
 Adjustments to reconcile net loss to net
    cash used in operating activities:
 Depreciation, depletion and amortization                 -                 -
 Impairment of oil and gas properties             1,338,527                 -
 Accretion expense                                    9,212                 -
 Shares issued for compensation                     276,128                 -
 Imputed interest on acquisition                    115,000                 -
 Amortization of prepaid assets                      99,349                 -
 Changes in operating assets and liabilities:
   Accounts receivable                             (577,176)                -
   Prepaid expenses and other                        30,191                 -
   Accounts payable                                  11,812            (3,098)
   Accrued liabilities                              366,950            21,005
                                                ------------       ----------
      Net cash used in operating activities        (211,284)         (229,349)
                                                ------------       ----------
 CASH FLOWS FROM INVESTING ACTIVITIES
 Investment in joint venture                        (22,700)
 Acquisition of oil and gas properties and
   property and equipment                            (1,031)                -
 Acquisition of Carnrite, net of cash received       48,227                 -
 Increase in other assets                          (304,902)
                                                ------------       ----------
   Net cash used in investing activities           (280,406)                -
                                                ------------       ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on debt .                                (114,950)                -
 Proceeds from debt                                 193,777                 -
 Proceeds from issuance of common stock             523,600               440
 Capital contributed by stockholders                      -           305,021
                                                ------------       ----------
      Net cash provided by financing activities     602,427           305,461
                                                ------------       ----------
 NET INCREASE IN CASH AND CASH EQUIVALENTS          110,737            76,112
 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     590,172                 -
                                                ------------       ----------
 CASH AND CASH EQUIVALENTS, END OF PERIOD         $ 700,909        $   76,112
                                                ============       ==========

 SUPPLEMENTAL CASH FLOW DISCLOSURES:
      Interest paid                            $     5,978        $        -
 NON-CASH INVESTING AND FINANCING ACTIVITIES:
      Acquisition of Carnrite with stock       $10,696,508                 -



            See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                           EPIC ENERGY RESOURCES INC.
                   Notes to Consolidated Financial Statements
                                   (unaudited)

1.    Basis of Presentation

      The accompanying consolidated financial statements of Epic Energy
      Resources, Inc. ("Epic" or "the Company") at September 30, 2007 have been
      prepared without audit, pursuant to the rules and regulations of the
      Securities and Exchange Commission. Certain information and footnote
      disclosures normally included in financial statements prepared in
      conformity with generally accepted accounting principles have been omitted
      or condensed pursuant to such rules and regulations. These statements
      should be read in conjunction with Epic's audited financial statements and
      notes thereto included in Epic's Form 10-KSB for the year ended December
      31, 2006. In management's opinion, these interim consolidated financial
      statements reflect all adjustments (consisting of normal and recurring
      adjustments) necessary for a fair presentation of the consolidated
      financial position and results of operations for each period presented.
      The accompanying unaudited interim financial statements for the nine
      months ended September 30, 2007 are not necessarily indicative of the
      results which can be expected for the entire year.

      Epic was in the development stage until the acquisition of The Carnrite
      Group L.L.C. ("Carnrite") on August 13, 2007. As a result, 2007 is the
      first year during which the Company is considered an operating company and
      is no longer in the development stage.

      Use of Estimates

      The preparation of financial statements in conformity with US GAAP
      requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and expenses during the reporting periods.
      Actual results could differ from those estimates.

      Cash and cash equivalents

      For purposes of the statement of cash flow, cash and cash equivalents
      include demand deposits, time deposits and short-term liquid investments
      such as certificates of deposit with a maturity of three months or less
      when purchased. The Company maintains deposits at one financial
      institution, the balance of which may at times exceed amounts covered by
      insurance provided by the U.S. Federal Deposit Insurance Corporation
      ("FDIC"). However, the Company has not experienced any losses in such
      accounts and does not believe it is exposed to any significant credit
      risks from these excess deposits.

      Receivables From Clients

     Billed  receivables  from clients are presented at their billed amount less
     an allowance for doubtful accounts.  Unbilled receivables are stated at net
     realizable  value less an allowance for non-billable  amounts.  The Company


                                       6
<PAGE>

     provides  an  allowance  for  doubtful  accounts  on  receivables  based on
     historical  collection  experience and a specific review of each customer's
     receivable balance. As of September 30, 2007, management determined that no
     allowance  for  doubtful   accounts  was  required  based  on  management's
     assessment of the collect  ability of these items. No accounts were written
     off during the nine months ended September 30, 2007.

      Property and Equipment

      Property and equipment consists of office equipment and furniture and are
      stated at cost. Depreciation is computed on a straight-line basis over
      estimated useful lives ranging from three to five years.

      Revenue Recognition

      Revenue includes fees primarily generated from consulting services
      provided. The Company recognizes revenue from these consulting engagements
      when hours are worked, either on a time-and-materials basis or on a
      fixed-fee basis, depending on the terms and conditions defined at the
      inception of an engagement with a client. The terms of the contracts with
      clients are fixed and determinable and may change based upon agreement by
      both parties. Individual consultants' billing rates are principally based
      on a multiple of salary and compensation costs. Revenue recognized in
      excess of billings is recorded as unbilled accounts receivable. Cash
      collections and invoices generated in excess of revenue recognized are
      recorded as deferred revenue until the revenue recognition criteria are
      met. Client reimbursable expenses, including those relating to travel,
      other out-of-pocket expenses and any third-party costs, are included in
      revenue, and an equivalent amount of reimbursable expenses are included in
      professional and subcontracted services as a cost of revenue.

      Fair Value of Financial Instruments

      In accordance with the reporting requirements of SFAS No. 107,
      "Disclosures About Fair Value of Financial Instruments", the Company
      calculates the fair value of its assets and liabilities which qualify as
      financial instruments under this statement and includes this additional
      information in the notes to the financial statements when the fair value
      is different than the carrying value of those financial instruments. The
      estimated fair value of cash, accounts receivable and accounts payable
      approximate their carrying amounts due to the short maturity of these
      instruments. The carrying value of short and long-term debt also
      approximates fair value since their terms are similar to those in the
      lending market for comparable loans with comparable risks. None of these
      instruments are held for trading purposes.

      Earnings Per Share

     The Company  applies the  provisions  of Statement of Financial  Accounting
     Standards No. 128 "Earnings per Share" which requires the  presentation  of
     basic  earnings  per share  which  excludes  dilution  and is  computed  by


                                       7
<PAGE>

     dividing  net  income  (loss)  available  to  common  stockholders  by  the
     weighted-average  number  of shares of  common  stock  outstanding  for the
     period.  The provisions also require dual presentation of basic and diluted
     earnings per share on the face of the statement of operations  and requires
     a  reconciliation  of the numerators and  denominators of basic and diluted
     earnings per share.

      Recent Accounting Pronouncements

      In September 2006, the Financial Accounting Standards Board ("FASB")
      published Statement of Financial Accounting Standards No.157, "Fair Value
      Measurements" (FAS 157). FAS 157defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting
      principles and expands disclosures about fair value measurements. FAS 157
      applies under other accounting pronouncements that require or permit fair
      value measurements and accordingly, does not require any new fair value
      measurements. FAS 157 is effective for fiscal years beginning after
      November 15, 2007. The company does not believe the adoption of FAS 157
      will have a material impact on its financial statements.

      In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"),
      "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109"("FAS 109"), which clarifies the accounting for
      uncertainty in income taxes recognized in an enterprise's financial
      statements in accordance with FAS No. 109,"Accounting for Income Taxes."
      FIN 48 prescribes a recognition threshold and measurement attribute for
      the financial statement recognition and measurement of a tax position
      taken or expected to be taken in a tax return. This Interpretation also
      provides guidance on de-recognition, classification, interest and
      penalties, accounting in interim periods, disclosure, and transition. This
      Interpretation is effective for fiscal years beginning after December 15,
      2006 so it will be effective for the company in first quarter of fiscal
      year 2008, which begins on January 1, 2008. The Company does not believe
      the adoption of FIN 48 will have a material impact on its financial
      statements.

     In September  2006,  the SEC released  Staff  Accounting  Bulletin No. 108,
     "Considering  the  Effects of Prior  Year  Misstatements  When  Quantifying
     Misstatements  in Current Year  Financial  Statement"  ("SAB  108"),  which
     provides  guidance on how companies  should  quantify  financial  statement
     misstatements.  SAB 108 requires that the effect of misstatements that were
     not  corrected at the end of the prior year be  considered  in  quantifying
     misstatements in the current-year financial statements. Two techniques were
     identified  as being  used by  companies  in  practice  to  accumulate  and
     quantify  misstatements  -- the "rollover"  approach and the "iron curtain"
     approach.  The rollover  approach  quantifies a  misstatement  based on the
     amount  of  the  misstatement   originating  in  the  current-year   income
     statement.  Thus,  this  approach  ignores  the effects of  correcting  the
     portion of the current-year  balance sheet  misstatement that originated in


                                       8
<PAGE>

     prior years. The iron curtain approach  quantifies a misstatement  based on
     the  effects of  correcting  the  cumulative  misstatement  existing in the
     balance  sheet  at  the  end  of  the  current  year,  irrespective  of the
     misstatement's year(s) of origination.  SAB 108 permits companies to adjust
     for the cumulative  effect of misstatements  relating to prior years in the
     carrying  amount of  assets  and  liabilities  as of the  beginning  of the
     current fiscal year,  with an offsetting  adjustment to the opening balance
     of  retained  earnings  in the year of  adoption.  In  February  2007,  the
     Financial Accounting Standards Board (the "FASB") issued FASB Statement No.
     159, The Fair Value Option for Financial  Assets and Financial  Liabilities
     --  Including an Amendment of FASB  Statement  No. 115 ("SFAS  159").  This
     standard permits an entity to choose to measure many financial  instruments
     and certain other items at fair value.  Most of the  provisions in SFAS 159
     are elective;  however, the amendment to FASB Statement No. 115, Accounting
     for  Certain  Investments  in Debt and  Equity  Securities,  applies to all
     entities with available-for-sale and trading securities.  The FASB's stated
     objective in issuing  this  standard is as follows:  "to improve  financial
     reporting by providing entities with the opportunity to mitigate volatility
     in reported  earnings  caused by measuring  related assets and  liabilities
     differently without having to apply complex hedge accounting provisions."

      The fair value option established by SFAS 159 permits all entities to
      choose to measure eligible items at fair value at specified election
      dates. A business entity will report unrealized gains and losses on items
      for which the fair value option has been elected in earnings (or another
      performance indicator if the business entity does not report earnings) at
      each subsequent reporting date. The fair value option: (i) may be applied
      instrument by instrument, with a few exceptions, such as investments
      otherwise accounted for by the equity method; (ii) is irrevocable (unless
      a new election date occurs); and (iii) is applied only to instruments and
      not to portions of instruments.

      SFAS 159 is effective as of the beginning of an entity's first fiscal year
      that begins after November 15, 2007. Early adoption is permitted as of the
      beginning of the previous fiscal year provided that the entity makes that
      choice in the first 120 days of that fiscal year and also elects to apply
      the provisions of FASB Statement No. 157, Fair Value Measurements ("SFAS
      157"). The Company is currently assessing the impact of SFAS 159 on its
      financial statements.

2.    Business Combination

     On August 13, 2007, Epic acquired Carnrite,  an energy consulting  company,
     for 3,177,810 shares of its restricted  common stock valued at $10,486,773.
     Up to  1,673,036  additional  shares  have been  awarded  to  employees  of
     Carnrite as retention shares.  These shares will be required to be returned
     to  the  Company  if  the  employees  of the  consulting  firm  voluntarily
     terminate their employment prior to March 28, 2009. In accordance with EITF
     No. 95-8 "Accounting for Contingent  Consideration Paid to the Shareholders
     for an  Acquired  Enterprise  in a Business  Combination",  the  contingent
     consideration  is  considered   compensation   cost  for   post-combination
     recognition and not additional purchase price  consideration.  In addition,
     Epic issued 63,556 shares of its restricted common stock valued at $209,735


                                       9
<PAGE>

     as a transaction fee to an individual  that assisted with the  acquisition.
     The  consolidated  statement  of  operations  includes  the  operations  of
     Carnrite  for the period  from July 1, 2007  through  September  30,  2007.
     Because the actual purchase date for Carnrite was August 13, 2007,  imputed
     interest in the amount of $115,000 was recorded as of September 30, 2007.

      The acquisition and related transactions will be treated as a purchase
      business combination for accounting purposes, and Carnrite's assets
      acquired and liabilities assumed will be recorded at their fair value. The
      allocations of the purchase price to Carnrite's assets and liabilities are
      only preliminary allocations based on estimates of fair value and will
      change when the actual fair values are determined. Among the provisions of
      Statement of Financial Accounting Standards No. 141, "Business
      Combinations" criteria have been established for determining whether
      intangible assets should be recognized separately from goodwill. Statement
      of Financial Accounting Standards No. 142 "Goodwill and Other Intangible
      Assets" provides, among other guidelines, that goodwill and intangible
      assets with indefinite lives will not be amortized, but rather are tested
      for impairment at least on an annual basis.

      The aggregate purchase price of $10,696,508 consisted of 3,241,366 shares
      of common stock valued at $3.30 per share, the closing price on the day of
      acquisition. The following table presents the allocation of the
      acquisition cost to the assets acquired and liabilities assumed, based on
      fair values:

                                                       Amount

            Cash                                $       48,227
             Receivables from clients                1,207,883
             Property and equipment, net                26,442
             Other assets                                4,901
             Goodwill                               10,082,252
                       Total assets acquired        11,369,705
                                                 -------------
            Accounts payable                          (311,197)
                                               ---------------
             Line of credit                           (362,000)
                  Total liabilities assumed           (673,197)
                   Net assets acquired            $ 10,696,508

      Carnrite commenced its operations on March 28, 2007. Summarized below is
      the pro forma statement of operations for the nine months ended September
      30, 2007 had the acquisition of Carnrite taken place as of January 1,
      2007:

                                                       Amount

            Revenues                              $  3,560,318
            Operating expenses                       4,535,806
            Other income (expense)                    (292,783)
                                                --------------
                       Net loss                   $ (1,268,271)
                                                  ============
                       Net loss per share        $       (0.03)
                                                  ============


                                       10
<PAGE>

     The pro forma information is presented for informational  purposes only and
     is not  necessarily  indicative of the results of operations  that actually
     would have been achieved had the  acquisition  been  consummated as of that
     time, nor is it intended to be a projection of future results.

3.    Oil and Gas Properties

       In December 2006, Epic acquired a 100% working interest (approximately
      82% net revenue interest) in 28,600 acres in Rush County, Kansas. Located
      on the acreage were 58 producing gas wells with total proved reserves at
      December 31, 2006 of 3,717 barrels of oil and 2,793,000 Mcf of gas.

      The acreage and wells were acquired for $100,000 in cash; a $2,500,000
      loan from the sellers of the property; and 3,200,000 shares of Epic's
      common stock valued at $8,480,000 using the closing price of Epic's common
      stock at the inception of the agreement. The $2,500,000 loan bears
      interest at 10% per year and is payable in 42 equal monthly installments
      of $72,000. The wells had an impairment charge of $3,062,265 at December
      31, 2006.

      In January 2007, the Rush County gas wells were shut in due to the closure
      of the plant which was purchasing the gas produced from Epic's wells. Epic
      does not know if the plant will reopen and is currently looking for an
      alternate buyer for the gas. There was minimal production from these
      properties during the nine month period ended September 30, 2007. Epic
      recorded an impairment charge of $1,338,527 during the first quarter of
      2007.

      In December 2006, Epic acquired a 50% working interest (approximate 40%
      net revenue interest) in 6,000 acres in Kay County, Oklahoma. Located on
      the leased acreage was one producing gas well and six shut-in gas wells.
      Epic estimated that it will cost approximately $7,000 (with Epic being
      responsible for its 50% share) to rework each shut-in well and place the
      wells back on production. Epic plans to begin reworking the six shut-in
      wells in the next few quarters. For its interest in this property, Epic
      paid $50,000 in cash and issued 3,846 shares of its common stock to the
      sellers valued at $10,000 using the closing price of Epic's common stock
      at the date of the agreement.

      In July 2007, Epic formed a subsidiary, Epic Exploration and Production,
      LLC for the purpose of acquiring and developing oil and gas assets. Epic
      will have a 50% ownership interest in this new entity with the remaining
      50% owned by a private investment company, UIV, LLC ("UIV"). Epic is the
      designated manager of this new entity and will provide operational,
      engineering and organizational support along with 100% responsibility for
      all day-to-day activities. UIV is a privately owned company and will
      provide the capital required for future acquisitions. The initial capital
      commitment is $15 to $25 million and the new entity will have the ability
      to leverage that amount through debt financing with institutional lenders.


                                       11
<PAGE>
4.    Long-Term Debt

      In December 2006, Epic borrowed $2,500,000 from the sellers secured by the
      Rush County Kansas property. The note is for a term of 42 months and bears
      annual interest of 10%. The monthly principal and interest payment of this
      note is approximately $72,000.

      Pursuant to the note agreement, if the cash flow from the property is less
      than the monthly principal and interest payment, the deficit is added to
      the principal amount of the note. If the cash flow from the property is
      greater than the monthly principal and interest, the additional amount
      reduces the principal of the note. Under these terms, during the three
      month period ended September 30, 2007, Epic incurred an additional $80,228
      in lease operating expense associated with the Rush County property as the
      property had minimal production during the three month period then ended.
      Expenses are paid by the lender and due to the lack of revenue in the
      current quarter these expenses resulted in an increase in the note.

      Long-term debt at September 30, 2007 consists of the following:

                                                      Amount

      Note payable secured by property acquired$     2,680,163
      Line of credit                                   362,000
      Less - current maturities                     (1,211,505)
                                                    ----------
                 Total                             $ 1,830,658
                                                   ===========

 5.    Stockholders' Equity

      Common Stock

      In December 2006, an employment agreement was initiated with the new
      President of the oil and gas operations that included the future issuance
      of 200,000 shares of restricted common stock for services to be provided
      over the next 36 months. The fair market value using the closing price of
      the Epic's stock on the measurement date, was $554,000 of which $46,168
      has been recorded as compensation expense. In addition, on March 26, 2007,
      20,000 shares of restricted common stock were issued to a consultant for
      services rendered. The fair market value of the services rendered for the
      common stock was approximately $61,000 using the closing price of Epic's
      stock on the March 26, 2007 measurement date and is included as
      compensation expense.

      On March 12, 2007, Epic's Chief Executive Officer and President
      surrendered to the Company a total of 23,200,000 shares of common stock.
      This action was taken in order to place the Company in a favorable
      position to attract the equity and debt financing required to continue to
      execute its business plan.


                                       12
<PAGE>

      In the first nine months of 2007, Epic issued unregistered restricted
      common stock for gross proceeds of $558,000 in private placements. There
      were $40,400 of finder's fee related to these offerings. Epic sold 279,000
      units with each unit consisting of 2 shares of Epic common stock and one
      Series A Warrant and one Series B Warrant. Each Series A Warrant entitles
      the holder to purchase one share of the Company's common stock at a price
      of $2.00 per share at any time prior to October 31, 2007. The expiration
      period for the purchase of the Series A Warrants has been extended to
      December 31, 2007, due to management's focus on raising capital to
      complete the acquisition of Pearl Investment Company (See Note 8). Each
      Series B Warrant entitles the holder to purchase one share of the
      Company's common stock at a price of $2.50 per share at any time prior to
      October 31, 2009. Both the shares and the shares associated with the
      warrants are restricted for a one year period. The relative fair value of
      the Common Stock and the Warrants was as follows:

                                               Shares    Relative Fair Value
                                               ------     ------------------

            Common Stock                       558,000       $   412,262
            Series A Warrants                  279,000            77,386
            Series B Warrants                  279,000            68,352
                                               -------    --------------
                 Total proceeds                                  558,000
            Placement fees                                       (40,400)
                                                          --------------
                  Net proceeds                              $    517,600
                                                            ============

      Proceeds raised in these private placements were used for due diligence
      costs associated with the acquisition of the Kansas oil and gas property,
      acquisition costs associated with the Kansas property, costs associated
      with investigating nitrogen and helium processing equipment for Kansas,
      legal and administrative costs associated with setting up the Joint
      venture in Kay County Oklahoma, initial well work and field maintenance
      costs in Kay county Oklahoma, due diligence costs associated with several
      ongoing acquisitions, working capital, and general and administrative
      costs.

      In August 2007, a total of 3,241,366 shares of restricted common stock
      were issued in conjunction with the Carnrite acquisition. In September
      2007, a total of 1,186,240 shares of restricted common stock were issued
      as contingency shares and in October 2007, a total of 300,000 shares were
      held in escrow associated with the acquisition of Pearl Investment Company
      ("Pearl"). See Note 8.

      A total of 43,500 shares were issued to consultants for services rendered
      with a value of $127,100 during the nine months ended September 30, 2007.

      Warrants

      A summary of warrant activity for 2007 is as follows:



                                       13
<PAGE>

                                         Number of Warrants        Weighted
                                         Outstanding and        Average Exercise
                                           Exercisable               Price

      Outstanding, December 31, 2006            897,100        $      2.38
         Granted ...                            558,000               2.25
                                              ---------
      Outstanding, September 30, 2007         1,455,100        $      2.33
                                              =========

      As of September 30, 2007, the range of warrant prices for shares under
      warrants and the weighted average remaining contractual life is as
      follows:

                                                              Weighted Average
                                                                  Remaining
                                    Exercise    Number of      Contractual Life
                                     Price       Warrants          (in months)
                                    --------    ---------     -----------------

          Series A Warrants        $    2.00     491,500             3.0
          Series B Warrants              .50     963,600            24.5
                                               ---------
                                               1,455,100

      Stock Options

      A summary of stock option activity for 2007 is as follows:

                                               Number of
                                                Options       Weighted Average
                                               Outstanding     Exercise Price

          Outstanding, December 31, 2006         600,000         $      1.75
             Granted                                   -                   -
                                                --------
          Outstanding, September 30, 2007        600,000         $      1.75
                                                ========


      As of September 30, 2007, the range of option prices and the weighted
      average remaining contractual life is as follows:

                  Exercise     Exercisable Remaining     Outstanding Life
                    Price        Number of Shares          (in months)
                  --------     ---------------------     -----------------

                   $ 0.50              300,000                15.0
                     3.00              300,000                15.0

      As of September 30, 2007, there was approximately $1.7 million of total
      unrecognized compensation cost related to unvested share-based
      compensation arrangements that is expected to be recognized over a
      weighted-average period of 1.7 years.


                                       14
<PAGE>

      Restricted stock grants consist of the Company's common stock and
      generally vest after three years, with the exception of grants under the
      Non-employee Director Stock Option Plan, which vest when granted due to
      the fact that they are granted in lieu of cash payments. All restricted
      stock grants are cliff-vested. Restricted stock awards are valued at the
      average market price of the Company's common stock at the date of grant.

6.    Segment reporting

      With the acquisition of Carnrite during the quarter, Epic has two distinct
      business segments, (1) engineering consulting and (2) oil and gas
      production. These operating segments were determined based on the nature
      of the products and services offered. Operating segments are defined as
      components of an enterprise about which separate financial information is
      available that is evaluated regularly by the chief operating
      decision-maker in deciding how to allocate resources and in assessing
      performance. The Company's chief executive officer and chief operating
      officer have been identified as the chief operating decision makers. The
      Company's chief operating decision makers direct the allocation of
      resources to operating segments based on the profitability and cash flows
      of each respective segment. The Company evaluates performance based on
      several factors, of which the primary measure is business segment
      operating income. The accounting policies are the same as those described
      in Note 1. The following information summarizes the operating results of
      these two segments for the nine months ended September 30, 2007:

                                        Engineering   Oil and Gas
                                           Segment     Segment     Consolidated

      Revenues                        $  2,328,032   $   9,674     $  2,337,706
      Operating expenses:
         General and administrative        641,676     945,339        1,587,015
          Lease operating expenses               -     202,783          202,783
          Professional and subcontracted
             services                      678,411           -          678,411
          Occupancy, communication
            and other                      112,358           -          112,358
          Depreciation, depletion
            and amortization                     -           -                -
          Accretion expense                      -       9,212            9,212
          Impairment of oil and gas
            properties                           -   1,338,527        1,338,527
                                       -----------   ---------       ----------

             Total operating expenses    1,432,445   2,495,861        3,928,306
       Income (loss) from operations  $    895,587 $(2,486,187)    $ (1,590,600)
                                      ============ ===========     ============

            Total assets              $ 12,619,034 $ 7,069,569     $ 19,688,603
                                      ============ ===========     ============

7.    Earnings Per Share

      We apply the provisions of Statement of Financial Accounting Standards No.
      128 "Earnings per Share" ("SFAS 128"). SFAS 128 requires the presentation
      of basic earning per share ("EPS") which excludes dilution and is computed
      by dividing net income (loss) available to common shareholders by the


                                       15
<PAGE>

      weighted average number of common shares outstanding for the period. SFAS
      128 requires dual presentation of basic EPS and diluted EPS on the face of
      the income statement and requires a reconciliation of the numerators and
      denominators of basic and diluted EPS.

      Employee stock options and stock warrants were not included in the
      computation of diluted earnings per share for the nine months ended
      September 30, 2007 and the quarter and nine months ended September 30,
      2006 because the effect od their assumed exercise would have an
      antidilutive effect on the computation of diluted loss per share. The
      assumed conversion of the outstanding employee stock options and stock
      warrants increased the weighted average number of common shares by 895,309
      for the three months ended September 30, 2007.

8.    Subsequent events

      On July 16, 2007, Epic Exploration and Production, LLC, signed a Purchase
      and Sale Agreement to purchase four oil and gas leases in Ft. Bend and
      Brazoria Counties, Texas. The transaction was scheduled to close
      subsequent to the completion of four well workover operations conducted by
      the Seller. Because of less than anticipated post-workover production
      results, Epic is negotiating to purchase a small number of producing wells
      and delayed a decision on the other wells until additional work is
      performed to satisfy production expectations. It is expected that this
      acquisition will be completed by November 30, 2007 pending the outcome of
      current workovers.

      In September 2007, Epic entered into an agreement to acquire Pearl
      Investment Company for 1,186,240 shares of restricted common stock (held
      in escrow) and $18,000,000 in cash. In September 2007 Epic paid Pearl
      $300,000 and issued 300,000 shares of its common stock to Pearl to extend
      the closing date to October 30, 2007. If the acquisition is completed, up
      to 3,313,760 additional shares will be made available as retention shares
      to be awarded to key employees and officers of Pearl subject to certain
      vesting requirements. The completion of the acquisition is subject to
      raising $18,000,000 for the cash component of the purchase price. The
      closing did not take place October 30, 2007 due to the inability of Epic
      to raise the entire $18,000,000 on acceptable terms. Epic, on a
      non-exclusive basis, is actively working with Pearl to raise the capital
      needed to complete this acquisition.



                                       16
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements and related notes,
and the other financial information included in this quarterly report. With
respect to this discussion, the terms "Epic," "Company", "we," "us," and "our"
refer to Epic Energy Resources, Inc. and our wholly-owned subsidiaries.

Forward-Looking Statements

The forward-looking statements contained in this discussion involve risks and
uncertainties. Our actual results may differ materially from those discussed
here due to factors such as, among others, limited operating history, difficulty
in developing, exploiting and protecting proprietary technologies, intense
competition and substantial regulation.

Risk Factors

There have been no material changes from the risk factors disclosed in the "Risk
Factors" section of our Annual Report on Form 10-KSB for the year ended December
31, 2006 except as shown below.

Competition for customers and personnel in the staffing business is intense, and
if we are not able to effectively compete, our financial results could be harmed
and the price of our securities could decline.

The staffing services industry is highly competitive, with limited barriers to
entry. Several large full-service and specialized companies, as well as small
local operations, compete with us in the staffing industry. Competition in some
markets is intense, particularly with regard to recruiting of personnel, and
these competitive forces limit our ability to raise prices to our customers. For
example, competitive forces may limit our ability to raise our prices to
immediately and fully offset increased costs of doing business, including
increased labor costs, costs for workers' compensation and state unemployment
insurance. As a result of these forces, we may face pressure on our operating
margins. Pressure on our margins could increase and may continue for an extended
period. If we are not able to effectively compete in our targeted markets, our
operating margins and other financial results will be harmed and the price of
our securities could decline.

We have significant working capital requirements.

We require significant working capital in order to operate our business. We must
maintain cash reserves to pay our employees and  consultants  prior to receiving
payment from our  customers.  In addition,  we may be required to pledge certain
short-term  assets to secure  letters  of credit and to pledge  other  assets to
collateralize certain of our workers' compensation obligations. These collateral
requirements  may  increase  in future  periods,  which would  decrease  amounts
available for working  capital  purposes.  As a result of these factors,  if our
available cash balances and borrowing base under our existing credit  facilities


                                       17
<PAGE>

do not grow commensurate with the growth in our working capital requirements, we
could be required to explore  alternative  sources of  financing  to satisfy our
liquidity needs, including the issuance of additional equity or debt securities.
Any such issuances could result in dilution to existing shareholders.

Our  expansion  efforts  may not be  successful,  which may limit our  growth or
adversely affect our results of operations and financial condition.

As part of our business strategy, we have made acquisitions of other staffing
related businesses and we may continue to pursue such acquisitions in the
future. Unsuccessful acquisition efforts may result in significant additional
expenses that would not otherwise be incurred. Following an acquisition, we
cannot assure you that we will be able to integrate the operations of the
acquired business without significant difficulties, including unanticipated
costs, difficulty in retaining customers, failure to retain key employees and
the diversion of management attention. In addition, we may not realize the
revenues and cost savings that we expect to achieve or that would justify the
acquisition investment, and we may incur costs in excess of what we anticipate.
These circumstances could adversely affect our results of operations or
financial condition.

Any significant  economic downturn or increase in interest rates could result in
our clients using fewer outsourced  personnel,  which could harm our business or
cause the price of our securities to decline.

Because demand for personnel services is sensitive to changes in the level of
economic activity, our business may suffer during economic downturns. As
economic activity slows down, companies tend to reduce their use of outsourced
personnel before undertaking layoffs of their permanent employees, resulting in
decreased demand for our personnel. Even after the CYMRI acquisition, a
significant portion of our revenue is generated from work in the construction
industry. As interest rates rise, the amount of construction could decline,
which will cause a reduction in the demand for the use of temporary employees in
the construction industry. As a result, any significant economic downturn or
increase in interest rates could harm our business, financial condition or
results of operations, or cause the price of our securities to decline.

We may be  exposed  to  employment-related  claims and costs that could harm our
business, financial condition or results of operations.

We are in the business of employing people and placing them in the workplaces of
other  businesses.  As a result, we are subject to a large number of federal and
state  regulations  relating to  employment.  This  creates a risk of  potential
claims of  discrimination  and  harassment,  violations of health and safety and
wage and hour laws, criminal activity and other claims. From time to time we are
subject to audit by various state and governmental  authorities to determine our
compliance with a variety of these  regulations.  We may have been found to have
violated  regulations  or  other  regulatory   requirements  applicable  to  our
operations.  We may, from time to time, incur fines and other losses or negative
publicity with respect to any such violation.  In addition, some or all of these
claims  may give  rise to  litigation,  which  could be  time-consuming  for our
management  team,  costly and harmful to our business.  We currently  maintain a
policy with a deductible for these claims. We cannot assure you that we will not
experience these problems in the future or that our insurance will be sufficient


                                       18
<PAGE>

in amount or scope to cover any of these types of liabilities or that we will be
able to continue to secure  insurance  coverage for such events on terms that we
find commercially reasonable.

We are continually  subject to the risk of new regulation,  which could harm our
business.

In recent years, a number of bills have been introduced in Congress and various
state legislatures any one of which, if enacted, would impose conditions which
could harm our business. This proposed legislation, much of which is backed by
labor unions, has included provisions such as a requirement that our temporary
employees receive the same pay and benefits as our customers' permanent
employees, a requirement that we spend a certain portion of our revenues on
employee health care, and a requirement that our customers provide workers'
compensation insurance for our temporary employees. We may take a role and in
opposing proposed legislation adverse to our business and in informing policy
makers as to the social and economic benefits of our business. However, we
cannot guarantee that any of this legislation will not be enacted, in which
event demand for our service may suffer.

If we are not able to obtain  insurance on commercially  reasonable  terms,  our
financial condition or results of operations could suffer.

We are required to pay workers'  compensation  benefits  for our  temporary  and
permanent  employees.  The insurance markets have undergone  dramatic changes in
recent periods and several  insurers are  experiencing  financial  difficulties.
These  changes have  resulted in  significantly  increased  insurance  costs and
higher  deductibles,  including  those  applicable to our workers'  compensation
insurance  coverage.  Under our  workers'  compensation  insurance  program,  we
maintain  insurance,  which  covers any claims for a  particular  event  above a
deductible.  In the  event  we are not  able  to  obtain  workers'  compensation
insurance on commercially  reasonable terms, our ability to operate our business
would be  significantly  impacted  and our  financial  condition  and results of
operations could suffer.

Our operations  expose us to the risk of litigation,  which we try to manage but
could lead to significant potential liability.

From time to time we are a party to  litigation  in the  ordinary  course of our
business.  The claimants in certain  proceedings  could seek class action status
which poses higher risk than standard  commercial  litigation.  We cannot assure
you that such  litigation  will not disrupt our business or impact our financial
results,  due to the costs of defending  against such litigation,  any judgments
that may be  awarded  against  us and the loss of  significant  management  time
devoted to such litigation.

The loss of any of our key personnel could harm our business.

Our future  financial  performance  will depend to a  significant  extent on our
ability to motivate and retain  management and other key personnel.  Competition
for qualified management personnel is intense and we must successfully integrate
all new management and other key positions  within our  organization  to achieve
our operating objectives. We do not maintain key person life insurance on any of
our executive officers.


                                       19
<PAGE>


Organization and History

Epic was incorporated in Colorado on September 6, 1989. Following its formation,
Epic was inactive until April 2000, when Epic decided to become involved in the
mortgage business. Epic planned to generate mortgage loans, sell the loans to
financial institutions and service the loans on behalf of the financial
institutions. During the nine months ended September 30, 2001, Epic discontinued
its efforts to become involved in the mortgage business and until April 4, 2006,
was engaged primarily in the evaluation of acquisition targets.

On March 11, 2005, the shareholders of Epic approved a 20-for-1 forward split of
Epic's common stock. All per share data in this report has been revised to
reflect this stock split.

On December 1, 2006, Epic's shareholders approved an amendment to its Articles
of Incorporation which changed the corporate name to Epic Energy Resources, Inc.

On April 4, 2006, Epic sold 44,000,000 shares of its common stock to five
persons, including Rex P. Doyle and John Ippolito, both officers of Epic.
Following this transaction, Epic began operating in the oil and gas industry.

On May 15, 2006, Epic's shareholders:

o    approved  amendments  to its Articles of  Incorporation  which  changed the
     corporate name to Epic Capital Group, Inc., and

o    changed Epic's authorized  capitalization  to 100,000,000  shares of common
     stock and 10,000,000 shares of preferred stock.


Between October 1, 2006 and December 1, 2006, Epic raised $897,100 in two
private offerings. In the first offering, Epic sold 472,100 Units, at a price of
$1.00 per Unit, to a group of private investors. Each Unit consisted of one
share of Epic's common stock and one Series B warrant. Each Series B warrant
entitles the holder to purchase one share of Epic's common stock at a price of
$2.50 per share at any time prior to September 30, 2009. In the second offering
Epic sold 212,500 units, with each unit consisting of two shares of Epic's
common stock, one Series A Warrant and one Series B Warrant. Each Series A
Warrant entitles the holder to purchase one share of Epic's common stock at a
price of $2.00 per share at any time prior to October 31, 2007. Each Series B
Warrant entitles the holder to purchase one share of Epic's common stock at a
price of $2.50 per share at any time prior to October 31, 2009.

On March 12, 2007 Rex P. Doyle and John Ippolito each agreed to the cancellation
of 11,600,000 of their respective shares of Epic's common stock.

During the nine months ended September 30, 2007, Epic raised $558,000 from the
private sale of 279,000 units, with each unit consisting of two shares of Epic
common stock, one Series A Warrant and one Series B Warrant. Each Series A
Warrant entitles the holder to purchase one share of Epic's common stock at a
price of $2.00 per share at any time prior to December 31, 2007. Each Series B
Warrant entitles the holder to purchase one share of Epic's common stock at a
price of $2.50 per share at any time prior to October 31, 2009.


                                       20
<PAGE>

During the nine months ended September 30, 2007 Epic also sold 101,500 shares of
its common stock, at a price of $1.00 per share, to private investors. Epic paid
a $40,400 finder's fee in connection with the sale of these shares.

Proceeds from these private offerings were used for due diligence costs
associated with the acquisition of the Kansas oil and gas property, acquisition
costs associated with the Kansas property, costs associated with investigating
nitrogen and helium processing equipment for Kansas, legal and administrative
costs associated with setting up the Joint venture in Kay County Oklahoma,
initial well work and field maintenance costs in Kay county Oklahoma, due
diligence costs associated with several ongoing acquisitions, working capital,
and general and administrative costs.

A total of 43,500 shares were issued to consultants for services rendered with a
value of $127,100 during the nine months ended September 30, 2007.

All of the shares of common stock referred to above are restricted from sale in
the public market for one year after their sale. Any shares issued upon the
exercise of any warrants will be restricted from sale in the public market for
one year after the warrants are exercised.

Plan of Operations

In December 2006, Epic acquired a 100% working interest (approximately 82% net
revenue interest) in 28,600 acres in Rush County, Kansas. Located on the acreage
were 58 producing gas wells with total proved reserves at December 31, 2006 of
3,717 barrels of oil and 2,793,000 Mcf of gas.

The acreage and wells were acquired for $100,000 in cash; a $2,500,000 loan from
the sellers of the prospect; and 3,200,000 shares of Epic's common stock valued
at $8,480,000 using the closing price of Epic's common stock at the inception of
the agreement. The $2,500,000 loan bears interest at 10% per year and is payable
in 42 equal monthly installments of $72,000. In January 2007, the Rush County
gas wells were shut in due to the closure of the plant which was purchasing the
gas produced from Epic's wells. Epic does not know if the plant will reopen and
is currently looking for an alternate buyer for the gas. There was no production
from these properties during the nine-month period ended September 30, 2007.
Epic recorded an impairment charge of $3,062,265 at December 31, 2006 and an
additional impairment charge of $1,338,527 during the first quarter of 2007.

In December  2006,  Epic acquired a 50% working  interest  (approximate  40% net
revenue interest) in 6,000 acres in Kay County, Oklahoma.  Located on the leased
acreage was one  producing  gas well and six shut-in gas wells.  Epic  estimated
that it will cost approximately  $7,000 (with Epic being responsible for its 50%
share) to rework each shut-in well and place the wells back on production.  Epic
plans to begin  reworking  the six shut-in  wells as soon as  possible.  For its
interest in this prospect,  Epic paid $50,000 in cash and issued 3,846 shares of
its common  stock to the sellers  valued at $10,000  using the closing  price of
Epic's common stock at the inception of the agreement.


                                       21
<PAGE>

Management expects its Kay County, Oklahoma wells will start producing again by
April 2008. Epic also believes its wells in Rush County, Kansas will start
producing again by April 2008.

In July 2007, Epic formed a joint venture, Epic Exploration and Production LLC,
with a private investment firm to acquire oil and gas properties. Epic will
manage the operations of the joint venture. The private investment firm is
responsible for providing capital required to acquire oil and gas properties on
a project-by-project basis. Epic will receive 20% of the net income from any oil
and gas property acquired by the joint venture until the private investment firm
receives distributions equal to the amount contributed by the private investment
firm to acquire the oil and gas property. Thereafter, the net cash flow from the
oil and gas property will be allocated equally between Epic and the private
investment firm. The joint venture plans to finance up to 90% if the purchase
price for any property with a loan from the seller of the property or a third
party lender.

Subsequent to its formation, the joint venture signed an agreement to acquire
working interests, varying from 50% to 100%, in four producing oil wells, plus a
number of shut in wells and related leaseholds, in Fort Bend and Brazoria
Counties, Texas. The seller completed workover operations on the four producing
wells. Because the average daily production from the four wells did not exceed
26 barrels of oil per day over a two week period, the joint venture is
negotiating to purchase a small number of producing wells and expects to close
this transaction by November 30, 2007.

On August 13, 2007, Epic acquired Carnrite, an energy consulting company, for
3,177,810 shares of its restricted common stock valued at $10,486,773. Up to
1,673,036 additional shares hae been awarded to employees of Carnrite as
retention shares. These shares will be required to be returned to the Company if
the officers of the consulting firm voluntarily terminate their employment prior
to March 23, 2009. In addition, Epic issued 63,556 shares of its restricted
common stock valued at $209,735 as a transaction fee to an individual that
assisted with the acquisition.

In September 2007 Epic entered into a stock purchase agreement to acquire Pearl
Investment Company for 1,186,240 shares of restricted common stock (which was
issued in escrow), and $18,000,000 in cash. If the acquisition is completed, up
to 3,313,760 additional shares will be made available as retention shares to be
awarded to key employees and officers of Pearl subject to certain vesting
requirements. In September 2007 Epic paid Pearl $300,000 and issued 300,000
shares of its common stock to extend the closing date to October 30, 2007. The
completion of the acquisition is subject to raising $18,000,000 for the cash
component of the purchase price. The closing did not take place on October 30,
2007 due to the inability of Epic to raise the entire $18,000,000 on acceptable
terms. Epic, on a non-exclusive basis, is actively working with Pearl to raise
the capital needed to complete this acquisition.


                                       22
<PAGE>

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations
are based on our financial statements, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities and expenses and related disclosure of
contingent assets and liabilities. We review our estimates on an on going basis.
We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities. Actual results may differ from these estimates under different
assumptions or conditions. We believe the following accounting policies to be
critical to the judgments and estimates used in the preparation of our financial
statements:

Revenue Recognition. Oil and gas production sales and consulting fees are
recognized as revenue in accordance with Securities and Exchange Commission
Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition," when persuasive
evidence of an arrangement exists, fees are fixed or determinable, title has
passed (generally upon transmission of oil and gas production and completion of
engineering consulting services performed), and collection is reasonably
assured. We have no post-delivery obligations nor do our sales contain multiple
elements.

Accounts Receivable. Accounts receivable represent amounts due from customers
for services performed. We extend various terms to our customers, with payment
terms generally 30 days, depending on the customer and country, and we do not
require collateral. We periodically assess the collectibility of our
receivables, as necessary, based on various considerations including customer
credit history, payment patterns, and aging of accounts. Once management
determines an account receivable is not collectible, the account is written off.
We have not experienced collectibility problems to date. If the collection
history or aging of accounts receivable deteriorates, we may have to record a
charge to operations to establish an allowance for doubtful accounts.

Stock-Based Compensation. We adopted FAS 123R on January 1, 2006. We amortize
stock-based compensation expense on a straight-line basis over the expected life
of the vesting period.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") published
Statement of Financial Accounting Standards No.157, "Fair Value Measurements"
(FAS 157). FAS 157defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. FAS 157 applies under other accounting pronouncements
that require or permit fair value measurements and accordingly, does not require
any new fair value measurements. FAS 157 is effective for fiscal years beginning
after November 15, 2007. The company does not believe the adoption of FAS 157
will have a material impact on its financial statements.



                                       23
<PAGE>

In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for  Uncertainty  in Income  Taxes - an  interpretation  of FASB  Statement  No.
109"("FAS 109"),  which clarifies the accounting for uncertainty in income taxes
recognized in an  enterprise's  financial  statements in accordance with FAS No.
109,  "Accounting  for Income Taxes." FIN 48 prescribes a recognition  threshold
and  measurement   attribute  for  the  financial   statement   recognition  and
measurement  of a tax  position  taken or  expected to be taken in a tax return.
This  Interpretation  also provides guidance on de-recognition,  classification,
interest  and  penalties,   accounting  in  interim  periods,   disclosure,  and
transition.  This  Interpretation  is effective for fiscal years beginning after
December  15, 2006 so it will be effective  for the company in first  quarter of
fiscal year 2008,  which begins on January 1, 2008. The Company does not believe
the adoption of FIN 48 will have a material impact on its financial statements.

In September 2006, the SEC released Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements When Quantifying
Misstatements in Current Year Financial Statement" ("SAB 108"), which provides
guidance on how companies should quantify financial statement misstatements. SAB
108 requires that the effect of misstatements that were not corrected at the end
of the prior year be considered in quantifying misstatements in the current-year
financial statements. Two techniques were identified as being used by companies
in practice to accumulate and quantify misstatements -- the "rollover" approach
and the "iron curtain" approach. The rollover approach quantifies a misstatement
based on the amount of the misstatement originating in the current-year income
statement. Thus, this approach ignores the effects of correcting the portion of
the current-year balance sheet misstatement that originated in prior years. The
iron curtain approach quantifies a misstatement based on the effects of
correcting the cumulative misstatement existing in the balance sheet at the end
of the current year, irrespective of the misstatement's year(s) of origination.
SAB 108 permits companies to adjust for the cumulative effect of misstatements
relating to prior years in the carrying amount of assets and liabilities as of
the beginning of the current fiscal year, with an offsetting adjustment to the
opening balance of retained earnings in the year of adoption.

In February 2007, the Financial Accounting Standards Board (the "FASB") issued
FASB Statement No. 159, The Fair Value Option for Financi al Assets and
Financial Liabilities -- Including an Amendment of FASB Statement No. 115 ("SFAS
159"). This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. Most of the provisions in
SFAS 159 are elective; however, the amendment to FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity Securities, applies to all
entities with available-for-sale and trading securities. The FASB's stated
objective in issuing this standard is as follows: "to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions."

The fair value option  established by SFAS 159 permits all entities to choose to
measure  eligible  items at fair value at specified  election  dates. A business
entity will report unrealized gains and losses on items for which the fair value
option has been  elected in earnings  (or another  performance  indicator if the


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<PAGE>

business entity does not report earnings) at each subsequent reporting date. The
fair value  option:  (i) may be applied  instrument  by  instrument,  with a few
exceptions,  such as investments  otherwise  accounted for by the equity method;
(ii) is  irrevocable  (unless a new election date occurs);  and (iii) is applied
only to instruments and not to portions of instruments.


SFAS 159 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of the previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the provisions of
FASB Statement No. 157, Fair Value Measurements ("SFAS 157"). The Company is
currently assessing the impact of SFAS 159 on its financial statements.

Results of Operations

During the nine months ended September 30, 2007 Epic had revenue of $2,337,706
and had a loss of $1,881,277. During the nine months ended September 30, 2006
Epic was developing its business plan and had limited operations. As a result, a
comparison of operations for the current period with the nine months ended
September 30, 2006 is not meaningful.

During the three months ended September 30, 2007 Epic had revenue of $2,233,190
and had net income of $407,597. During the three months ended September 30, 2006
Epic was developing its business plan and had limited operations. As a result, a
comparison of operations for the current period with the nine months ended
September 30, 2006 is not meaningful.

Liquidity and Capital Resources

During the nine months ended September 30, 2007, Epic's operations used $211,284
in cash. During this period working capital was provided primarily through the
cash flow generated from Carnrite, existing funds and the private placement of
Epic's common stock.

In the most current quarter, Epic had net income of $407,597. Epic expects that
its gas wells will begin producing again by April 2008, which will provide
additional cash to fund its operations. Although Epic is attempting to raise
additional capital, as of November 14, 2007, Epic did not have commitments from
any party to provide it with additional capital.

ITEM 3.   CONTROLS AND PROCEDURES

Rex P. Doyle, Epic's Chief Executive and Principal Financial Officer, evaluated
the effectiveness of Epic's disclosure controls and procedures (as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the
period covered by this report. Based upon that evaluation, Mr. Doyle concluded
that Epic's disclosure controls and procedures were effective to meet the
requirements to ensure that information required to be disclosed by Epic in the
reports that it files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

Epic  has  used  outsourced  bookkeeping  and part  time  consulting  accounting
personnel to help prepare its  financial  statements.  Epic plans to hire a full
time Chief  Financial  Officer as soon as necessary  funding is  obtained.  Epic
established an Audit Committee and obtained an Audit Committee Chairperson.  The
Chairperson has established a review process for the quarterly reports.


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<PAGE>

There  were no  significant  changes  in our  internal  control  over  financial
reporting  (as  defined in Rules  13a-15(f)  and  15d-15(f)  under the 1934 Act)
during the period ended September 30, 2007, that have materially affected or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      The Company did not sell any unregistered shares of its common stock
during the three months ended September 30, 2007.


ITEM 6.    EXHIBITS

      (a)   Exhibits

             Number    Exhibit

               31      Rule 13a-14(a) Certifications

               32      Section 1350 Certifications





<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on November 14, 2007.

                                 EPIC ENERGY RESOURCES, INC.



                                 By:  /s/ Rex P. Doyle
                                      -------------------------------------
                                      Rex P. Doyle,  Chief  Executive  Officer
                                        and Principal Financial and Accounting
                                         Officer






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