**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-Q**









x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934**For the quarterly period ended:**September 30, 2008**oro
            **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: 0-32507
 
 **EGPI
        FIRECREEK, INC.**
 (Exact
        name of registrant as specified in its charter.)
 
 
 **NEVADA**
                **(State
                  or other jurisdiction of**
                **incorporation
                  or organization)**
              **8-0345961**
                **(I.R.S.
                  Employer Identification
                  No.)**
 
 
 6564
        Smoke Tree Lane
 Scottsdale,
        Arizona 85253
 (Address
        of principal executive offices)
 
 (480)
        948-6581
 (Issuer's
        telephone number)
 
 Energy
        Producers, Inc.
 (Former
        name, former address, and former fiscal year if changed since last
        report)
 
 Indicate
         by check mark  whether the  registrant  (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the  Securities
 Exchange  Act of 1934  during  the  preceding  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
        o




Large accelerated filer
            o
            
            Accelerated filer
            oNon-accelerated filer
            o
            
            Smaller reporting company
            x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). o Yes x No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date.





As
      of
      September 30, 2008, the registrant had 1,184,257,619 shares of its $0.001 par
      value common stock issued and outstanding. There are also -0- shares of Series
      A, or B preferred stock, and 20,000,000 shares of its Series C preferred stock,
      issued and outstanding, at $0.001 par value for each of the Series of Preferred,
      and no shares of non-voting common stock issued and outstanding.





Check
      whether the registrant has filed all documents and reports required to be filed
      by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court. x Yes o No





**EGPI
      FIRECREEK, INC**


**f/k/a
      Energy Producers, Inc.**


**10-QSB**


**September
      30, 2008**





**TABLE
      OF CONTENTS**





**PAGE**PART
                1:
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements - UnauditedConsolidated
                Balance Sheets
            3Consolidated
                Statement of Operations
            4Consolidated
                Statement of Cash Flows
            5Consolidated
                Statement of Changes in Shareholders' Equity
            6Notes
                to the Unaudited Consolidated Financial Statements
            7Item
                2.
            Management's
                Discussion and Analysis or Plan of Operation
            17Item
                3.
            Quantitative
                and Qualitative Disclosures About Market RiskItem
                4(T)
            Controls
                and Procedures
            22PART
                II:
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            23Item
                2.
            Unregisterd
                Sales of Equity Securities and Use of Proceeds
            24Item
                3.
            Defaults
                upon Senior Securities
            25Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            25Item
                5.
            Other
                Information
            25Item
                6.
            Exhibits
            25CertificationsSignature
            26




2




**PART
      I FINANCIAL INFORMATION**


**ITEM
      1 – FINANCIAL STATEMENTS**





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007**




**Unaudited****30-Sep-08**
            
            **31-Dec-07****ASSETS**Current
                assets:Cash
            
            $
            356,420
            
            $
            2,009,734Accounts
                receivable
            
            
            135,027
            
            
            76,348Deferred
                charges
            
            
            17,843
            
            
            13,739Total
                current assets
            
            $
            509,290
            
            $
            2,099,821Other
                assets:Investment
                in Star Energy, fair market value
            
            
            30,000
            
            
            382,200Deferred
                charges
            
            
            76,454
            
            
            116,934Fixed
                assets- net
            
            
            3,439,348
            
            
            2,234,930Total
                assets
            
            $
            4,055,092
            
            $
            4,833,885**LIABILITIES
                AND SHAREHOLDERS' DEFICIT**Current
                liabilities:Accounts
                payable & accrued expenses
            
            $
            734,725
            
            $
            866,110Notes
                payable- net of discount
            
            
            4,995,061
            
            
            4,753,349Total
                current liabilities
            
            $
            5,729,786
            
            $
            5,619,459Advances
                payable to shareholders
            
            
            271,826
            
            
            218,926Convertible
                debentures- net of discount
            
            
            1,194,542
            
            
            632,563Derivative
                liability
            
            
            2,215,512
            
            
            2,146,974Total
                liabilities
            
            $
            9,411,666
            
            $
            8,617,922Shareholders'
                deficit:Series
                A preferred stock, 20 million authorized, par value $0.001,one shareconvertible
                to one common share, no stated dividend, none outstanding
            
            $
            0
            
            $
            0Series
                B preferred stock, 20 million authorized, par value $0.001,one shareconvertible
                to one common share, no stated dividend, none outstanding
            
            
            0
            
            
            0Series
                C preferred stock, 20 million authorized, stated value $.001,one
                shareconvertible
                to ten common shares, no stated dividend. 20 million shares
                outstanding
            
            
            200,000
            
            
            200,000Common
                stock- $.001 par value, authorized 1,320,000,000 shares,issued
                and outstanding, 1,184,257,619 at December 31, 2007 andat
                September 30, 2008
            
            $
            1,184,257
            
            $
            1,184,257Additional
                paid in capital
            
            
            20,970,812
            
            
            20,970,812Other
                comprehensive loss
            
            
            (537,000
            )
            
            (184,800
            )Accumulated
                deficit
            
            
            (27,174,643
            )
            
            (25,954,306
            )Total
                shareholders' deficit
            
            
            (5,356,574
            )
            
            (3,784,037
            )Total
                Liabilities & Shareholders' Deficit
            
            $
            4,055,092
            
            $
            4,833,885




See
      the
      notes to the unaudited consolidated financial statements.




3




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**Nine Months**
            
            **Nine Months**
            
            **Three Months**
            
            **Three Months****30-Sep-08**
            
            **30-Sep-07**
            
            **30-Sep-08**
            
            **30-Sep-07**Gross
                Revenues from sales
            
            $
            1,305,748
            
            $
            254,414
            
            $
            485,114
            
            $
            174,198Cost
                of sales
            
            
            (808,030
            )
            
            (238,009
            )
            
            (285,211
            )
            
            (151,991
            )Net
                Revenues from sales
            
            $
            497,718
            
            $
            16,405
            
            $
            199,903
            
            $
            22,207General
                and administrative expenses:General
                administration
            
            $
            778,819
            
            $
            984,458
            
            $
            133,031
            
            $
            325,812Total
                general & administrative expenses
            
            
            778,819
            
            
            984,458
            
            
            133,031
            
            
            325,812Net
                gain (loss) from operations
            
            $
            (281,101
            )
            $
            (968,053
            )
            $
            66,872
            
            
            ($303,605
            )Other
                revenues and expenses:Gain
                (loss) on derivative liability
            
            
            (120,340
            )
            
            77,568
            
            
            573,190
            
            
            41,307Gain
                on sale of asset
            
            
            53,107
            
            
            667,000
            
            
            0
            
            
            667,000Interest
                income
            
            
            (12,717
            )
            
            0
            
            
            (16,404
            )
            
            0Interest
                expense
            
            
            (859,286
            )
            
            (1,166,525
            )
            
            (167,251
            )
            
            (376,022
            )Net
                loss before provision for income taxes
            
            $
            (1,220,337
            )
            $
            (1,390,010
            )
            $
            456,407
            
            $
            28,680Provision
                for income taxes
            
            
            0
            
            
            0
            
            
            0
            
            
            0Net
                loss
            
            $
            (1,220,337
            )
            $
            (1,390,010
            )
            $
            456,407
            
            $
            28,680Basic
                & fully diluted net loss per common share:Loss
                per share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            0.00
            
            $
            0.00Weighted
                average of common shares outstanding:Basic
                & fully diluted
            
            
            1,184,257,619
            
            
            410,103,767
            
            
            1,184,257,619
            
            
            211,884,694





See
      the
      notes to the unaudited consolidated financial statements.




4




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**UNAUDITED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**30-Sep-08**
            
            **30-Sep-07**Operating
                Activities:Net
                loss
            
            $
            (1,220,337
            )
            $
            (1,390,010
            )Adjustments
                to reconcile net loss itemsnot
                requiring the use of cash:Depreciation
                & depletion expense
            
            
            144,174
            
            
            93,206Interest
                expense
            
            
            731,485
            
            
            1,115,172Consulting
                expense
            
            
            0
            
            
            58,784Amortization
                of deferred charges
            
            
            36,376Gain
                on sale of asset
            
            
            0
            
            
            (567,000
            )Gain
                on derivative liability
            
            
            120,340
            
            
            0Changes
                in other operating assets and liabilities :Accounts
                receivable
            
            
            (58,679
            )
            
            (39,337
            )Accounts
                payable and accrued expenses
            
            
            (436
            )
            
            (74,303
            )Net
                cash used by operations
            
            $
            (247,077
            )
            $
            (803,488
            )Investing
                activities:Purchase
                of lease & equipment
            
            $
            (1,406,237
            )
            $
            (1,500,000
            )Net
                cash used for investing activities
            
            
            (1,406,237
            )
            
            (1,500,000
            )Financing
                Activities:Credit
                equity line
            
            $
            0
            
            $
            435,000Convertible
                debentures
            
            
            0
            
            
            1,900,000Shareholder
                advances received (paid)
            
            
            0
            
            
            50,874Net
                cash provided by financing activities
            
            
            0
            
            
            2,385,874Net
                increase (decrease) in cash during the period
            
            $
            (1,653,314
            )
            $
            82,386Cash
                balance at December 31st
            
            
            2,009,734
            
            
            14,955Cash
                balance at September 30th
            
            $
            356,420
            
            $
            97,341Supplemental
                disclosures of cash flow information:Interest
                paid during the period
            
            $
            0
            
            $
            0Income
                taxes paid during the period
            
            $
            0
            
            $
            0





See
      the
      notes to the unaudited consolidated financial statements.




5




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**UNAUDITED
      CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**


**AS
      RESTATED**





**Other****Preferred**
            
            **Preferred**
            
            **Common**
            
            **Par**
            
            **Paid in**
            
            **Accumulated**
            
            **Comprehensive****Shares**
            
            **Value**
            
            **Shares**
            
            **Value**
            
            **Capital**
            
            **Deficit**
            
            **Loss**
            
            **Total**Balance
                at December 31, 2007
            
            
            20,000,000
            
            $
            200,000
            
            
            1,184,257,619
            
            $
            1,184,257
            
            $
            20,970,812
            
            $
            (25,954,306
            )
            $
            (184,800
            )
            $
            (3,784,037
            )Loss
                on investment (Star Energy)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (352,200
            )
            
            (352,200
            )Net
                loss for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,220,337
            )
            
            
            
            
            (1,220,337
            )Balance
                at September 30, 2008
            
            
            20,000,000
            
            $
            200,000
            
            
            1,184,257,619
            
            $
            1,184,257
            
            $
            20,970,812
            
            $
            (27,174,643
            )
            $
            (537,000
            )
            $
            (5,356,574
            )




**Other****Preferred**
            
            **Preferred**
            
            **Common**
            
            **Par**
            
            **Paid in**
            
            **Accumulated**
            
            **Comprehensive****Shares**
            
            **Value**
            
            **Shares**
            
            **Value**
            
            **Capital**
            
            **Deficit**
            
            **Income**
            
            **Total**Balance
                at December 31, 2006
            
            
            0
            
            $
            0
            
            
            395,367,446
            
            $
            395,367
            
            $
            18,887,168
            
            $
            (24,480,256
            )
            $
            0
            
            $
            (5,197,721
            )Issued
                shares to pay equity line
            
            
            
            
            
            
            
            
            24,239,568
            
            
            24,240
            
            
            119,236
            
            
            
            
            
            
            
            
            143,475Shares
                issued to pay consultants
            
            
            
            
            
            
            
            
            10,142,858
            
            
            10,143
            
            
            48,643
            
            
            
            
            
            
            
            
            58,786Gain
                on investmen in Star Energy
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            63,000
            
            
            63,000Net
                loss for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,390,010
            )
            
            
            
            
            (1,390,010
            )Balance
                at September 30, 2007
            
            
            0
            
            
            0
            
            
            429,749,872
            
            $
            429,749
            
            $
            19,055,047
            
            $
            (25,870,266
            )
            $
            63,000
            
            $
            (6,322,470
            )





See
      the
      notes to the unaudited consolidated financial statements.




6


**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**1.
      ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING
      PRINCIPLES**




EGPI
      Firecreek, Inc. (the “Company”) was incorporated in the State of Nevada in
      October 1995. Effective October 13, 2004, the Company, previously known as
      Energy Producers Inc., changed its name to EGPI Firecreek, Inc.




The
      Company is a 50% non controlling owner of three gas wells in Sweetwater County,
      Wyoming, and owns other controlling oil and gas interests located in Knox and
      Ward Counties, Texas.




In
      December 2006, the Company increased its authorized common stock to
      1,320,000,000 shares with par value of $.001. Twenty million of these shares
      are
      non-voting.




*Consolidation-* the
      accompanying unaudited consolidated financial statements include the accounts
      of
      the Company and its wholly owned subsidiary, Firecreek Petroleum, Inc.  All
      significant inter-company balances have been eliminated.




*Use
      of Estimates* -
      The
      preparation of the financial statements in conformity with generally accepted
      accounting principles requires management to make reasonable estimates and
      assumptions that affect the reported amounts of the assets and liabilities
      and
      disclosure of contingent assets and liabilities and the reported amounts of
      revenues and expenses at the date of the consolidated financial statements
      and
      for the period they include.  Actual results may differ from these
      estimates.




*Revenue
      and Cost Recognition-* Revenue
      is recognized from oil and gas sales at such time as the oil and gas is
      delivered to the buyer *.* For
      its
      producing activities, the Company uses successful efforts costing.




*Properties
      and Equipment-* The
      Company uses the successful efforts method of accounting for oil and gas
      producing activities. Under this method, acquisition costs for proved and
      unproved properties are capitalized when incurred. Exploration costs, including
      geological and geophysical costs, the costs of carrying and retaining unproved
      properties and exploratory dry hole drilling costs, are expensed. Development
      costs, including the costs to drill and equip development wells, and successful
      exploratory drilling costs to locate proved reserves are capitalized.




Exploratory
      drilling costs are capitalized when incurred pending the determination of
      whether a well has found proved reserves. A determination of whether a well
      has
      found proved reserves is made shortly after drilling is completed. The
      determination is based on a process which relies on interpretations of available
      geologic, geophysic, and engineering data. If a well is determined to be
      successful, the capitalized drilling costs will be reclassified as part of
      the
      cost of the well. If a well is determined to be unsuccessful, the capitalized
      drilling costs will be charged to expense in the period the determination is
      made. If an exploratory well requires a major capital expenditure before
      production can begin, the cost of drilling the exploratory well will continue
      to
      be carried as an asset pending determination of whether proved reserves have
      been found only as long as: i) the well has found a sufficient quantity of
      reserves to justify its completion as a producing well if the required capital
      expenditure is made and ii) drilling of the additional exploratory wells is
      under way or firmly planned for the near future. If drilling in the area is
      not
      under way or firmly planned, or if the well has not found a commercially
      producible quantity of reserves, the exploratory well is assumed to be impaired,
      and its costs are charged to expense.




In
      the
      absence of a determination as to whether the reserves that have been found
      can
      be classified as proved, the costs of drilling such an exploratory well is
      not
      carried as an asset for more than one year following completion of drilling.
      If,
      after that year has passed, a determination that proved reserves exist cannot
      be
      made, the well is assumed to be impaired, and its costs are charged to expense.
      Its costs can, however, continue to be capitalized if a sufficient quantity
      of
      reserves is discovered in the well to justify its completion as a producing
      well
      and sufficient progress is made in assessing the reserves and the well’s
      economic and operating feasibility.




The
      impairment of unamortized capital costs is measured at a lease level and is
      reduced to fair value if it is determined that the sum of expected future net
      cash flows is less than the net book value. The Company determines if impairment
      has occurred through either adverse changes or as a result of the annual review
      of all fields. During 2008 and 2007, the Company did not record any
      impairment.


7





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**





**1.
      ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES
      (CONTINUED)**




Development
      costs of proved oil and gas properties, including estimated dismantlement,
      restoration and abandonment costs and acquisition costs, are depreciated and
      depleted on a field basis by the units-of-production method using proved
      developed and proved reserves, respectively. The costs of unproved oil and
      gas
      properties are generally combined and impaired over a period that is based
      on
      the average holding period for such properties and the Company's experience
      of
      successful drilling.




Costs
      of
      retired, sold or abandoned properties that make up a part of an amortization
      base (partial field) are charged to accumulated depreciation, depletion and
      amortization if the units-of-production rate is not significantly affected.
      Accordingly, a gain or loss, if any, is recognized only when a group of proved
      properties (entire field) that make up the amortization base has been retired,
      abandoned or sold.




*Cash-* For the
      purpose of calculating changes in cash flows, cash includes all cash balances
      and highly liquid short-term investments with original maturity dates of three
      months or less.




*Deferred
      costs-* Deferred
      costs are the costs of obtaining the equity line of credit discussed in Note
      10
      and are amortized over the life of the loan.




*Long
      Lived Assets* -
      The
      Company reviews for the impairment of long-lived assets whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not
      be recoverable. An impairment loss would be recognized when estimated future
      cash flows expected to result from the use of the asset and its eventual
      disposition is less than its carrying amount.




*Income
      taxes-* The
      Company accounts for income taxes in accordance with the Statement of Accounting
      Standards No. 109 (SFAS No. 109), " *Accounting
      for Income Taxes* ".
       SFAS No. 109 requires an asset and liability approach to financial
      accounting and reporting for income taxes.  Deferred income tax assets and
      liabilities are computed annually for differences between financial statement
      and income tax bases of assets and liabilities that will result in taxable
      income or deductible expenses in the future based on enacted tax laws and rates
      applicable to the periods in which the differences are expected to affect
      taxable income.  Valuation allowances are established when necessary to
      reduce deferred tax assets and liabilities to the amount expected to be
      realized.  Income tax expense is the tax payable or refundable for the
      period adjusted for the change during the period in deferred tax assets and
      liabilities.




**2.
      GOING CONCERN**




The
      accompanying unaudited consolidated financial statements have been presented
      in
      accordance with generally accepted accounting principals, which assume the
      continuity of the Company as a going concern. The
      Company continues to rely on borrowings from its creditors to support its
      operations and has incurred net losses since its inception.This
      situation raises the doubt of the Company’s ability to continue as a going
      concern.




Management’s
      plans with regard to this matter are as follows:




·
            Raise
                interim and long term finance in addition to its present equity line
                to
                assist expansion-development and acquisition programs for oil and
                gas,
                corporate operations, and for the purpose of building on the current
                revenue base.


·
            Obtain
                asset based project finance or develop joint ventures to fund work
                programs for oil and gas projects domestically and
                overseas.


·
            Pursue
                formation of strategic alliances with more firmly established peer
                groups
                to assist acquisition activities.


·
            Initiate
                search for experienced oil and gas personnel to add to our
                staff.




8





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**3.
      Net Loss per Share**




The
      Company applies SFAS No. 128, *Earnings
      per Share* to
      compute net loss per share *.* In
      accordance with SFAS No. 128, basic net loss per share has been computed based
      on the weighted average of common shares outstanding during the years. Diluted
      net loss per share gives the effect of outstanding common stock equivalents
      in
      the form of warrants, convertible preferred stock, and convertible debentures.




The
      effects on net loss per share of the common stock equivalents, however, are
      not
      included in the calculation of net loss per share since their inclusion would
      be
      anti-dilutive.




Net
      loss
      per common share has been computed as follows:




**9 Months**
            
            **9 Months**
            
            **3 Months**
            
            **3 Months****30-Sep-08**
            
            **30-Sep-07**
            
            **30-Sep-08**
            
            **30-Sep-07**Net
                loss
            
            $
            (1,220,337
            )
            $
            (1,356,116
            )
            $
            456,407
            
            $
            28,680Total
                shares outstanding
            
            
            1,184,257,619
            
            
            429,749,872
            
            
            1,184,257,619
            
            
            429,749,872Weighted
                average
            
            
            1,184,257,619
            
            
            410,103,767
            
            
            1,184,257,619
            
            
            211,884,694Loss
                per share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            0.00
            
            $
            0.00





**4.
      COMMON STOCK TRANSACTIONS**




During
      the first quarter of 2007, the Company issued 4,021,500 shares of common stock
      to pay down the equity line of credit.




**5.
      PREFERRED STOCK SERIES**




*Series
      A preferred stock* :
      Series
      A preferred stock has a par value of $0.001 per share and no stated dividend
      preference.  The Series A is convertible into common stock at a conversion
      ratio of one preferred share for one share of common stock.
  Preferred A has liquidation preference over Preferred B stock and
      common stock.




*Series
      B preferred stock* :
      Series
      B preferred stock has a par value of $0.001 per share and no stated dividend
      preference.  The Series B is convertible into common stock at a conversion
      ratio of one preferred share for one share of common stock.  The Series B
      has liquidation preference over Preferred C stock and common stock.




*Series
      C preferred stock* :
      The
      Series C Preferred stock has a stated value of $0.001 and no stated dividend
      rate and is non-participatory.  One share of preferred is convertible into
      10 shares of common stock.  The Series C has liquidation preference over
      common stock.




9





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**6.
      Common Stock Warrants**




A
      listing
      of common stock warrants outstanding is as follows:




Weighted Average
            
            Weighted AverageAmount
            
            Exercise Price
            
            Years to MaturityOutstanding
                at December 31, 2006
            
            
            41,562,000
            
            $
            0.40
            
            
            2.72Issued
            
            
            0Exercised
            
            
            0Expired
            
            
            (5,800,000
            )Outstanding
                at December 31, 2007
            
            
            35,762,000
            
            $
            0.36
            
            
            1.61Issued
            
            
            0Exercised
            
            
            0Expired
            
            
            0Outstanding
                at September 30, 2008
            
            
            35,762,000
            
            $
            0.36
            
            
            0.86




**7.
      Fixed Assets- Net**




The
      following is a detailed list of fixed assets:




**30-Sep-08**
            
            **31-Dec-07**Well
                leases
            
            $
            2,313,325
            
            $
            1,068,650Well
                equipment
            
            
            1,472,035
            
            
            1,316,710Accumulated
                depreciation & depletion
            
            
            (346,012
            )
            
            (150,430
            )Fixed
                assets- net
            
            $
            3,439,348
            
            $
            2,234,930





In
      January 2008, the Company, through it’s wholly owned subsidiary, Firecreek
      Petroleum, Inc, purchased a certain 40 acre tract of land and leases with first
      right for an additional 40 acre lease located in Ward County, Texas, more
      commonly known as the J.B. Tubb Leasehold Estate. The Company paid $1,400,000
      for the lease, equipment and a Participation Agreement which provides for
      turnkey drilling, re-entry and includes multiple wells.




**8.
      Promissory Notes**




The
      following is the schedule of the promissory notes payable at September 30,
      2008:




Matured
                in September 2006, effective interest of 18.55%
            
            $
            1,041,626Matured
                in November 2006, effective interest of 22.12%
            
            
            1,488,215Matured
                in December 2006, effective interest of 22.12%
            
            
            129,885Matured
                in April 2007, effective interest of 22.12%
            
            
            581,603Matured
                in December 2007, effective interest of 17.34%
            
            
            1,042,651Matured
                in March 2008, effective interest of 25.68%
            
            
            711,082Total
                equity line of credit
            
            $
            4,995,061




At
      September 30, 2008, the Company is in default of the promissory note
      agreement(s). The note agreements provide for interest and penalties in the
      event of a default.




10





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**9.
      Income Tax Provision**




Provision
                for income taxes is comprised of the following:
            
            **30-Sep-08**
            
            **30-Sep-07**Net
                loss before provision for income taxes
            
            $
            (1,220,337
            )
            $
            (1,390,010
            )Current
                tax expense:Federal
            
            $
            0
            
            $
            0State
            
            
            0
            
            
            0Total
            
            $
            0
            
            $
            0Less
                deferred tax benefit:Timing
                differences
            
            
            (1,082,171
            )
            
            (1,656,947
            )Allowance
                for recoverability
            
            
            1,082,171
            
            
            1,656,947Provision
                for income taxes
            
            $
            0
            
            $
            0





A
      reconciliation of provision for income taxes at the statutory rate to provision
      for income taxes at the Company's effective tax rate is as follows:





Statutory
                U.S. federal rate
            
            
            34
            %
            
            34
            %Statutory
                state and local income tax
            
            
            10
            %
            
            10
            %Less
                allowance for tax recoverability
            
            
            -44
            %
            
            -44
            %Effective
                rate
            
            
            0
            %
            
            0
            %Deferred
                income taxes are comprised of the following:Timing
                differences
            
            $
            1,082,171
            
            $
            1,656,947Allowance
                for recoverability
            
            
            (1,082,171
            )
            
            (1,656,947
            )Deferred
                tax benefit
            
            $
            0
            
            $
            0





Note:
      The
      deferred tax benefits arising from the timing differences begin to expire in
      fiscal years 2007 and 2028 and may not be recoverable upon the purchase of
      the
      Company under current IRS statutes.




11




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**





**10.
      RESTATEMENT**




During
      2007, the Company discovered errors made in its financial statements. The
      Company adjusted subsequent period financial statements to reflect the
      following:




Balance
      Sheet Restatements:




*Equity
      Line Notes Payable:*




The
      equity line notes payable were issued with incentive debentures attached to
      the
      host contract.  In accordance with EITF 00-19 and SFAS 133, the derivative
      liabilities were bifurcated from the host contract at fair market value.
 The corresponding debt discount is amortized over the life of the equity
      line note payable to interest expense on the statements of operations.  As
      of September 30, 2007, the debt discount associated with the issuance of the
      incentive debenture and the embedded conversion feature within the incentive
      debenture were $217,895.




*Convertible
      Debenture:*




The
      incentive convertible debentures attached to the equity line notes payable
      were
      bifurcated at fair market value as of the issuance date.  In accordance
      with SFAS 133, these debentures are marked to market at each balance sheet
      date.
 As of September 30, 2007, the fair value of the incentive debentures were
      $386,794.




*Derivative
      Liability:*




The
      Company identified conversion features embedded within the incentive debentures.
       In accordance with SFAS 133 and EITF 00-19, these conversion features were
      bifurcated from the incentive debentures and recorded at fair market value
      as of
      the issuance date.  In accordance with SFAS 133, the conversion features
      are marked to market at each balance sheet date, with the corresponding gain
      or
      loss recorded in the statements of operations.  As of September 30, 2007,
      the fair value of the conversion features are $3,118,825.




The
      fair
      value of the conversion options are estimated at each balance sheet date
      utilizing the Black Scholes Option Pricing Model utilizing the following
      assumptions:




**Sept
                30,**
              **2007**Dividend
                yield
            
            
            0Risk-free
                interest rate
            
            
            4.0
            %Straight
                bond yield
            
            
            5.0
            %Expected
                volatility
            
            
            20
            %Market
                price
            
            $
            0.003





Additional
      Paid in Capital and Other Comprehensive Income




The
      Company previously misapplied the guidance of EITF 00-19 and SFAS 133 and
      bifurcated the incentive debentures from the host contract at intrinsic value
      to
      paid in capital and other comprehensive income.  The application was
      reversed and the Company correctly applied the accounting guidance as set forth
      in EITF 00-19 and SFAS 133.  The change resulted in a ($1,563,039) decrease
      to paid in capital for the quarter ended September 30, 2007.




12





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED JUNE 30, 2008 AND JUNE 30, 2007**





**10.
      RESTATEMENT (CONTINUED)**




Statements
      of Operations Restatements:




General
      and Administrative:




The
      Company previously recorded the face amount of the incentive debentures to
      general and administrative expenses during the quarter ended September 30,
      2007.
 These incentives debentures were reclassified to at fair market value as a
      debt discount to the equity credit line. The change resulted in a decrease
      of
      $277,494 to general and administrative expenses during the quarter ended
      September 30, 2007.




Interest
      Expense:




The
      Company previously misapplied the guidance of EITF 00-19 and SFAS 133.  The
      Company re-evaluated the application and recorded the incentive debentures
      and
      the conversion features at fair market value to debt discount.  The debt
      discount will be amortized over the life of the equity credit line to interest
      expense.  This change resulted in a $388,956 increase to interest expense
      during the quarter ended September 30, 2007.




Gain
      on
      Derivative Liability:




The
      Company accounted for the incentive debentures and conversion features utilizing
      the accounting guidance in EITF 00-19 and SFAS 133.  Both the incentive
      debentures and the conversion features were recorded at the fair market value
      on
      the date of issuance, and are marked to market on each balance sheet date.
       The Company realized a gain on derivative liability in the amount of
      $3,118,825 for the quarter ended September 30, 2007.




13





**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**EGPI
      Firecreek, Inc.**


**Consolidated
      Balance Sheet**




**Unaudited**
              **As Restated**
            
            **Adjustment**
            
            **Unaudited**
              **As Filed****30-Sep-07**
            
            **30-Sep-07**
            
            **30-Sep-07****ASSETS**Current
                assets:Cash
            
            $
            97,341
            
            $
            —
            
            $
            97,341Accounts
                receivable
            
            
            39,890
            
            
            
            
            
            39,890Deferred
                charges
            
            
            130,879
            
            
            —
            
            
            130,879Total
                current assets
            
            
            268,110
            
            
            —
            
            
            268,110Other
                assets:Investment
                in Star Energy at market
            
            
            630,000
            
            
            
            
            
            630,000Deferred
                Charges
            
            
            95,659
            
            
            —
            
            
            95,659Fixed
                assets, net
            
            
            2,275,663
            
            
            —
            
            
            2,275,663Total
                assets
            
            $
            3,269,432
            
            $
            —
            
            $
            3,269,432**LIABILITIES
                AND SHAREHOLDERS' DEFICIT**Current
                liabilities:Accounts
                payable & accrued expenses
            
            $
            765,070
            
            $
            —
            
            $
            765,070Convertible
                debentures payable, net
            
            
            —
            
            
            (171,875
            )
            
            171,875Equity
                line notes payable, net of debt discount $217,895
            
            
            5,102,288
            
            
            207,359
            
            
            4,894,929Total
                current liabilties
            
            
            5,867,358
            
            
            35,484
            
            
            5,831,874Advances
                payable to shareholders
            
            
            218,926
            
            
            —
            
            
            218,926Convertible
                debenture, net of debt discount $1,550,206
            
            
            386,794
            
            
            (1,870,590
            )
            
            2,257,384Derivative
                liability
            
            
            3,118,825
            
            
            3,118,825
            
            
            —Total
                liabilities
            
            
            9,591,903
            
            
            1,283,719
            
            
            8,308,184Shareholders'
                deficit:Series
                A preferred stock, 20 million authorized, parvalue
                $0.001, one share convertible to one commonshare,
                no stated dividend, none outstanding
            
            
            —
            
            
            —
            
            
            —Series
                B preferred stock, 20 million authorized, parvalue
                $0.001, one share  convertible to one commonshare,
                no stated dividend, none outstanding
            
            
            —
            
            
            —
            
            
            —Series
                C preferred stock, 20 million authorized, parvalue
                $0.001, one share convertible to ten commonshare,
                no stated dividend
            
            
            —
            
            
            —
            
            
            —Common
                stock, $0.001 par value, authorized 1,320,000,000shares,
                issued and outstanding, 429,749,872 atSeptember 30,
                2007
            
            
            429,749
            
            
            —
            
            
            429,749Additional
                paid in capital
            
            
            19,055,046
            
            
            (1,563,039
            )
            
            20,618,085Other
                comprehensive income
            
            
            63,000
            
            
            —
            
            
            63,000Accumulated
                deficit
            
            
            (25,870,266
            )
            
            279,320
            
            
            (26,149,586
            )Total
                shareholders' deficit
            
            
            (6,322,471
            )
            
            (1,283,719
            )
            
            (5,038,752
            )Total
                Liabilities & Shareholders' Deficit
            
            $
            3,269,432
            
            $
            —
            
            $
            3,269,432




14




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**




**EGPI
      Firecreek, Inc.**


**Consolidated
      Statement of Operations**




**Unaudited**
              **Nine Months**
              **As Restated**
            
            **Adjustment**
            
            **Unaudited**
              **Nine Months**
              **As Filed****30-Sep-07**
            
            **30-Sep-07**
            
            **30-Sep-07**Gross
                revenues from sales
            
            $
            254,414
            
            $
            —
            
            $
            254,414Cost
                of sales
            
            
            (238,009
            )
            
            —
            
            
            (238,009
            )Net
                revenue from sales
            
            
            16,405
            
            
            —
            
            
            16,405General
                and administrative expenses:General
                administration
            
            
            984,458
            
            
            (277,494
            )
            
            1,261,952Total
                general & administrative expenses
            
            
            984,458
            
            
            (277,494
            )
            
            1,261,952Net
                loss from operations
            
            
            (968,053
            )
            
            277,494
            
            
            (1,245,547
            )Other
                revenue and expenses
            
            
            
            
            
            —Gain
                on sale of asset
            
            
            667,000
            
            
            
            
            
            667,000Interest
                Expense
            
            
            (1,166,525
            )
            
            (388,956
            )
            
            (777,569
            )Gain
                on derivative liability
            
            
            77,568
            
            
            77,568
            
            
            —Net
                loss before provision for income taxes
            
            
            (1,390,010
            )
            
            (33,894
            )
            
            (1,356,116
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —Net
                loss before extraordinary item
            
            
            (1,390,010
            )
            
            (33,894
            )
            
            (1,356,116
            )Extraordinary
                item - extinguishment of debt (net of tax)
            
            
            —
            
            
            —
            
            
            —Net
                loss from continuing operations
            
            
            (1,390,010
            )
            
            (33,894
            )
            
            (1,356,116
            )Loss
                from discontinued operations (net of tax)
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (1,390,010
            )
            $
            (33,894
            )
            $
            (1,356,116
            )Basic
                & fully diluted net loss per common share:Loss
                from continuing operations
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            —Loss
                from discontinued operations
            
            
            —
            
            
            —
            
            
            —Gain
                from extraordinary item
            
            
            —
            
            
            —
            
            
            —Loss
                per share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            —Weighted
                average common shares outstanding:Basic
                & Fully diluted
            
            
            410,103,767
            
            
            —
            
            
            410,103,767




15




**EGPI
      FIRECREEK, INC.**


**(FORMERLY
      ENERGY PRODUCERS, INC.)**


**NOTES
      TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      (CONTINUED)**


**FOR
      THE QUARTERS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30,
      2007**





**11.
      COMMITMENTS AND CONTINGENCIES**





***Background***





As
      previously reported by EGPI Firecreek, Inc. in its Current Report on Form 8-K,
      dated August 9, 2007, EGPI Firecreek through its wholly owned subsidiary,
      Firecreek Petroleum, Inc. (collectively, the “Company”) entered into a Letter
      Agreement with Star Energy Corp. (“Star”) relating to the purchase and sale of
      all of the Company’s rights to and interest in certain projects in Ukraine (the
“Agreement”). Pursuant to the Agreement, the Company received 2,100,000 shares
      of Star’s restricted Common Stock (“Company Shares”) and one hundred thousand
      dollars ($100,000) in cash upon execution of the Agreement (“Cash Payment”). As
      previously reported in the March 2008 Form 8-K, the Company received a Demand
      for Arbitration (the “Arbitration”) from Star against the Company and Double
      Coin Ltd. (“Double Coin”), an entity co-owned in part by a former Director of
      the Company. Pursuant to the Arbitration, Star sought: (i) to have the Agreement
      declared null and void; (ii) the return of the Company Shares; and (iii) the
      Company to return the $100,000 Cash Payment.




***Settlement***





On
      June
      30, 2008, the Company entered into a Settlement Agreement with Star to resolve
      all disputes relating to the Arbitration (the “Settlement”). Pursuant to the
      Settlement: (i) the Company shall be entitled to retain the Cash Payment; (ii)
      the Company shall retain 1,000,000 of the Company Shares (“Retained Shares”);
      (iii) the Company agreed that the Retained Shares may only be sold pursuant
      to a
      leak-out, as provided in the Settlement; and (iv) the Company and Star agreed
      to
      dismiss the Arbitration with prejudice in its entirety as against the Company.
      Furthermore, Star and the Company executed and delivered to one another General
      Releases.





**12.
      SUBSEQUENT EVENTS**


Effective
        on October 8th 2008 per the Company's Definitive Information Statement on
        Schedule 14C (“Information Statement”) filed September 5, 2008, that among other
        things formally approved an amendment to the Company’s Articles of Incorporation
        to effect a one (1) for two hundred (200) reverse stock split. For further
        information see the Company’s Current Report on Form 8-K filed on October 14,
        2008, incorporated herein by reference.





On
      October 24, 2008, the Company received a default notice pursuant to the Loan
      Documents stating that the Company is in default of their obligations to
      Dutchess, including, but not limited to, failure to pay interest and principal
      when due. The aggregate amount owed to Dutchess, as provided in the Default
      Notice, is $9,304,962; such amount is to be paid within five (5) days of the
      Default Notice.





The
      Company and Mr. Alexander have opened a dialogue regarding his resignation
      and
      are working toward a resolution.





On
      October 30, 2008, the Company and Newport Oil Corporation (NOC) entered into
      an
      Agreement for Sale of Mineral Rights and an Assignment and Bill of Sale relating
      to the Company’s sale, and NOC’s purchase, of the Company’s fifty percent (50%)
      undivided interest in the mineral rights created by oil and gas leases on the
      TMD real property, as described in the Agreements (“Mineral Rights”). For
      further information please see the Company’s Current Report on Form 8-K filed on
      October 31, 2008, incorporated herein by reference.





16





**ITEM
      2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




You
      should read the following discussion and analysis in conjunction with the
      Consolidated Financial Statements in Form 10-KSB, and Form 10-Q, as amended,
      and
      the other financial data appearing elsewhere in this Form 10-Q
      Report.




The
      information set forth in Management’s Discussion and Analysis of Financial
      Condition and Results of Operations (“MD&A”) contains certain
“forward-looking statements” within the meaning of Section 27A of the Securities
      Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
      as
      amended, and the Private Securities Litigation Reform Act of 1995, including,
      among others (i) expected changes in the Company’s revenues and profitability,
      (ii) prospective business opportunities and (iii) the Company’s strategy for
      financing its business. Forward-looking statements are statements other than
      historical information or statements of current condition. Some forward-looking
      statements may be identified by use of terms such as “believes”, “anticipates”,
“intends” or “expects”. These forward-looking statements relate to the plans,
      objectives and expectations of the Company for future operations. Although
      the
      Company believes that its expectations with respect to the forward-looking
      statements are based upon reasonable assumptions within the bounds of its
      knowledge of its business and operations, in light of the risks and
      uncertainties inherent in all future projections, the inclusion of
      forward-looking statements in this report should not be regarded as a
      representation by the Company or any other person that the objectives or plans
      of the Company will be achieved. In light of these risks and uncertainties,
      there can be no assurance that actual results, performance or achievements
      of
      the Company will not differ materially from any future results, performance
      or
      achievements expressed or implied by such forward-looking statements. The
      foregoing review of important factors should not be construed as exhaustive.
      The
      Company undertakes no obligation to release publicly the results of any future
      revisions it may make to forward-looking statements to reflect events or
      circumstances after the date hereof or to reflect the occurrence of
      unanticipated events.




**Overview**




The
      Company is currently focused on oil and gas activities for development of
      interests acquired in Knox and Ward Counties, Texas and Sweetwater County,
      Wyoming for the production of oil and natural gas. During 2007 we limited and
      wound down the pursuit of and potential completion of projects overseas in
      Central Asian and European countries, but reserve the right to re-enter these
      activities at a future date.




The
      Company has been making presentations to asset-based lenders and other financial
      institutions for the purpose of expanding and supporting our growth potential
      by
      development of our oil and gas operations in 2008 with a goal to increase our
      revenue base and cash flow; however, the Company makes no guarantees and can
      provide no assurances that it will be successful in these endeavors.




One
      of
      the ways our plans for growth could be altered if current opportunities now
      available become unavailable:




The
      Company would need to identify, locate, or address replacing current potential
      acquisitions or strategic alliances with new prospects or initiate other
      existing available projects that may have been planned for later stages of
      growth and the Company may therefore not be ready to activate. This process
      can
      place a strain on the Company. New acquisitions, business opportunities, and
      alliances, take time for review, analysis, inspections and negotiations. The
      time taken in the review activities is an unknown factor, including the business
      structuring of the project and related specific due diligence
      factors.




**General**




The
      Company historically derived its revenues primarily from retail sales of oil
      and
      gas field inventory equipment, service, and supply items primarily in the
      southern Arkansas area, and from acquired interests owned in revenue producing
      oil wells, leases, and equipment located in Olney, Young County, Texas. The
      Company disposed of these two segments of operations in 2003. The Company
      acquired a marine vessel sales brokerage and charter business, International
      Yacht Sales Group, Ltd. of Great Britain in December 2003 later disposing of
      its
      operations in late 2005. We accounted for the segments as discontinued
      operations in the consolidated statements of operations for the related fiscal
      year.




17




Effective
      July 1, 2004, we acquired Firecreek Petroleum, Inc., and its subsidiary
      Firecreek Romania, SRL. Firecreek was focused on exploration and development
      specializing in the niche market of rehabilitation and enhancement of existing
      oilfields through modern management and state of the art technological
      applications internationally. Throughout 2004 and 2005, the Firecreek unit
      developed relationships, pursued and prepared for potential acquisitions in
      Romania and Libya, and through its strategic alliances developed other potential
      projects for acquisition located in Russia, Romania, Kazakhstan, Ukraine, and
      Turkey. Firecreek’s business was subsequently restructured in the first quarter
      of 2006. This process undertook closing our Firecreek subsidiary Ft. Worth
      Texas
      offices, eliminating or lowering many expenses including employees, consultants,
      telephones, long distance, cellular fees, travel, office supplies, data fees,
      and other. Books, accounting records and data were transferred to the Parent
      offices located in Scottsdale Arizona. The restructuring helped to decrease
      overall operating losses for the year 2006, and also to a lesser extent
      conserved existing cash flows. Through 2007 and first quarter 2008, Firecreek
      has focused primarily on development of U.S. based domestic oil and gas
      operations in Texas and Wyoming.




Effective
      November 15, 2005, Firecreek purchased a 50% undivided working interest in
      leases, wells, equipment, gas and to a lesser extent oil reserves, and other
      rights, located in Green River Basin, Sweetwater County, Wyoming. The project
      is
      listed under the prospect name “Ten Mile Draw” (“TMD”). Through our operator
      Newport Oil Corporation (“Newport”) having completed a successful workover
      program we commenced with gas production from two wells, the 16-1 and 7-16,
      in
      the first and second quarters of 2006, subsequently began a workover program
      for
      a third well, the 13-9, in July of 2006. The Company encountered and reported
      several technical issues with the 13-9 well, and in bringing the well online
      to
      satisfactory commercial production levels. During the second quarter of
      operations the Company reported that it may ultimately elect to shut the well
      if
      reasonable commercial production levels were not achieved in a reasonable amount
      of time. Due not achieving commercial levels of production, during September
      and
      October 2008 the Company and NOC elected to shut in the 13-9, and the Company
      thereafter recently elected to sell all of its remaining interests and rights
      held in the TMD to NOC (for further information please see our Current Report
      on
      Form 8-K filed October 31, 2008, incorporated herein by reference).




Effective
      July 1, 2007, Firecreek purchased a 100% working interest and related 75% net
      revenue interest in leases, wells, equipment, and oil reserves located in Knox
      County, Texas. The project is listed as the Fant Ranch Unit. Through our
      operator Success Oil Co. Inc., we took over operations, commenced with oil
      production in the third and fourth quarter of 2007, and implemented a phase
      one
      program to rehabilitate and bring two additional wells on line in the Fant
      Unit.
      For additional information related to acquisition of Fant Ranch Unit please
      see
      our Report on Form 8-K filed on July 16, 2007 incorporated herein by
      reference.




On
      August
      3, 2007, the Company through its Firecreek unit concluded a transaction for
      the
      sale of rights and opportunities for development works and projects located
      in
      the Ukraine. Through the agreement the purchaser acquired the rights to acquire
      licenses, permits and permissions to explore for and extract oil, natural gas
      or
      other natural resources on the territories referenced in the agreement. For
      additional information please see information and exhibits to a Report on Form
      8-K filed on August 13, 2007, incorporated herein by reference. Please also
      see
      Item 1, Legal Proceedings in this report for updated status.




In
      January, 2008, Firecreek commenced with an enhancement/rehabilitation phase
      2
      program for the Fant Ranch Unit located in Knox County, Texas. The program
      included cleaning out casing perforations, maintenance, paraffin removal, repair
      and acid stimulation for a majority of the oil wells in the unit. The purpose
      of
      the program has been to maintain the existing wells regularly, and to increase
      the overall well efficiency and production for the field.




In
      January, 2008, Firecreek entered into an Assignment and Bill of Sale (the
“Assignment”) with Success Oil Co., Inc. (“SOC”) relating to the purchase and
      sale of 75% working interests along with 56.25% corresponding net revenue in
      certain 40 acre tract of land and leases (the “North 40”), with and including a
      first right for an additional 40 acre lease (the “South 40”), located in Ward
      County, Texas, more commonly known as the J.B. Tubb leasehold estate (the “Tubb
      Lease”). The Company participated in a workover, drilling and development
      program, and has recently brought three wells online as a result. The Company
      paid $1,400,000 for the lease, equipment and a Participation Agreement which
      provided for turnkey drilling, re-entry, and included multiple wells on the
      North 40 Acres. Firecreek has subsequently acquired assignment of one Lower
      Clearfork formation in the Highland 2 Wellbore which is located on the South
      40
      of the J.B. Tubb Leasehold Estate (also see information contained in Current
      Report on Form 8-K/A filed on April 30, 2008). The Tubb Lease workover, drilling
      and development programs brought three wells online resulting in two of the
      three wells effectively producing and selling oil and gas. For further
      information please see our Current Report on Form 8-K, as amended, originally
      filed on January 9, 2008, and amended and filed on April 30, 2008, incorporated
      herein by reference.




18




The
      Company expects to incur an increase in operating expenses during the next
      year
      from commencing activities related to its plans for the Company and Firecreek
      oil and gas operations. The amount of net losses and the time required for
      the
      Company to reach and maintain profitability are uncertain at this time. There
      is
      a likelihood that the Company will encounter difficulties and delays encountered
      with business subsidiary operations, including, but not limited to uncertainty
      as to development and the time and timing required for the Company’s plans to be
      fully implemented, governmental regulatory responses to the Company’s plans,
      fluctuating markets and corresponding spikes, or dips in our products demand,
      currency exchange rates between countries, acquisition and development pricing,
      related costs, expenses, offsets, increases, and adjustments. There can be
      no
      assurance that the Company will ever generate significant revenues or achieve
      profitability at all or on any substantial basis.




General
      Statement:  Factors that may affect future results:




With
      the
      exception of historical information, the matters discussed in Management’s
      Discussion and Analysis or Plan of Operation contain forward looking statements
      under the 1995 Private Securities Litigation Reform Act that involve various
      risks and uncertainties.  Typically, these statements are indicated by
      words such as “anticipates”, “expects”, “believes”, “plans”, “could”, and
      similar words and phrases.  Factors that could cause the company’s actual
      results to differ materially from management’s projections, forecasts, estimates
      and expectations include but are not limited to the following:




– Inability
      of the company to secure additional financing.


– Unexpected
      economic changes in the United States.


– The
      imposition of new restrictions or regulations by government agencies that affect
      the Company’s business activities.




To
      the
      extent possible, the following discussion will highlight the Company’s business
      activities for the quarters ended June 30, 2008 and June 30, 2007.




**I.
      Results of Operations**




**Nine
      months ended September 30, 2008 versus nine months ended September 30,
      2007.**





There
      was
      $1,305,748 in revenues generated from the Company’s oil and gas lease production
      activities for the first nine months of 2008 compared to $254,414 in revenues
      for the same nine month period of 2007. Revenues for the first nine months
      of
      2008 increased approximately 513% over the comparative nine month period.
      Revenues were attributed to i) producing oil wells on the Company’s Fant Ranch
      Unit interests located in Knox County, Benjamin, Texas, ii) recently acquired
      oil and gas interests, including re entry and workover programs, known as the
      J.B. Tubb Leasehold Estate located in the Amoco Crawar Field, Ward County,
      Texas, and iii) natural gas production located in Sweetwater County, Wyoming,
      known as the Ten Mile Draw project. Operating costs were $808,030 in the for
      the
      first nine months of 2008 compared to $238,009 for the same period in 2007,
      producing gross profits of $497,718 for the first nine months of 2008 compared
      gross profits of $16,405 for the first nine months of 2007.




General
      and administrative expense for the first nine months of operations in 2008
      decreased to $778,819 from $984,458 in the first nine months of 2007. The
      decrease was attributed to a decrease in well enhancement/rehabilitation costs
      for wells in the Fant Ranch Unit.




19




**Detail
      of general & administrative expenses:**




**30-Sep-08**
            
            **30-Sep-07**Advertising
                & promotion
            
            $
            12,088
            
            $
            2,956Administration
            
            
            29,442
            
            
            83,297Consulting
            
            
            51,250
            
            
            300,881Depreciation
            
            
            0
            
            
            0Investor
                incentives/commissions
            
            
            36,376
            
            
            0Professional
                fees
            
            
            314,069
            
            
            466,363Rent
                & storage
            
            
            0
            
            
            44,093Travel
                costs
            
            
            6,848
            
            
            0Well
                workover
            
            
            328,746
            
            
            86,868Total
            
            $
            778,819
            
            $
            984,458




Administration
      used $29,442 for corporate parent costs related to printing, office, postage,
      transfer agent, filing agent, and other costs.





Investor
      incentives/commissions of $36,376 were incurred related to financing
      activities.





Consulting
      fees of $51,250 were incurred for business advisory services.





Professional
      fees of $314,069 were incurred for management advisory, legal costs, accounting,
      and financial modeling.





Rent
      and
      storage was $0 compared to $44,093 as prior office lease expenses in Fort Worth,
      Texas for the historical Firecreek Petroleum operations expired and was not
      renewed.





Travel
      costs were $6,849 and was incurred in relation to business meetings and legal
      agenda held in Boston, and Texas.





Well
      workover costs of $328,746 were paid toward enhancement/rehabilitation program
      charges related to the Company’s interests owned in the Fant Ranch oil
      wells.





After
      deducting general and administrative costs, the Company experienced a loss
      from
      operations of $281,101 for the nine months ended September 30, 2008 compared
      to
      an operating loss of $968,053 for the same period in 2007.




Interest
      expense decreased for the nine months ended September 30, 2008 to $859,286
      compared to $1,166,525 for the same period in 2007. The decrease of
      interest was due to the corrected recording of the debt discount associated
      with
      prior and new debentures and accrued interest on outstanding notes and
      debentures.





Net
      loss
      for the first nine months in 2008 was $1,220,337 or ($0.00) per share compared
      to a loss of $1,390,010 or ($0.00) per share for the first nine months in 2007.
      Decreases in losses for the first nine months of 2008 are attributable primarily
      to disposal of assets.





**Three
      months ended September 30, 2008 versus Three months ended September 30,
      2007**





The
      Company had revenues of $485,114 for the three months ended September 30, 2008
      as compared with $174,198 in revenues for the same period in 2007. Net revenues
      for the period were $199,903 for the period as compared to net gain of $22,207
      for the same period in 2007.





General
      and administrative expense for the three months ended September 30, 2008
      decreased to $133,031 from $325,812 for the three months ended September 30,
      2007. The decrease was attributed to a decrease in well
      enhancement/rehabilitation costs for wells in the Fant Ranch
      Unit.





Interest
      expense decreased in the three months ended September 30, 2008 to $167,251
      compared to $376,022 for the same period in 2007. The decrease of interest
      was due to the corrected recording of the debt discount associated with prior
      and new debentures and accrued interest on outstanding notes and
      debentures.


20





Consulting
      and professional fees decreased approximately $149,177 to $3,555 for the three
      month period ended September 30, 2008 from $152,732 for the comparative three
      month period in 2007.




Net
      loss
      for the three month period ended September 30, 2008 was $456,407 or ($0.00)
      per
      share compared to a loss of $28,680, or ($0.00) per share for the same three
      month period in 2007.





**Discussion
      of Financial Condition:  Liquidity and Capital
      Resources**




At
      September 30, 2008 cash on hand was $356,420 as compared with $2,009,734 at
      December 31, 2007. Operations used $778,819 of cash and the company paid
      $1,400,000 to purchase its interest in the Tubbs field.




At
      September 30, 2008, the Company had working capital deficit of $5,220,496
      compared to a working capital deficit of $3,519,638 at December 31, 2007.
 Working capital decreased mainly as a result of operating losses and
      financing costs.




Total
      assets at September 30, 2008 were $4,055,092as compared to $4,833,885 at
      December 31, 2007. Decrease in total assets was attributable in part to decrease
      in value of Star Energy investment, and increased depreciation on oil and gas
      related assets.




The
      Company’s total stockholders’ deficit increased from $3,784,037 at December 31,
      2007 to $5,356,574 at September 30, 2008. The Stockholders’ deficit increased
      $1,572,537 due net losses incurred in the first nine months of 2008 which
      include the Company’s loss from operations of $281,101 along with a
      comprehensive loss of $537,000 form the Star Energy investment.


21


**ITEM
      4(T) – CONTROLS AND PROCEDURES**


(a)
              Evaluation
                  of Disclosure and Procedures


We
          carried out an evaluation of the effectiveness of the design and operation
          of
          our disclosure controls and procedures (as defined in Exchange Act Rules
          13a-15(e) and 15d-15(e)) as of September 30, 2008. This evaluation was
          carried
          out under the supervision and with the participation of our Principal Executive
          Officer and Principal Accounting Officer. Based upon that evaluation, our
          Principal Executive Officer and Principal Accounting Officer concluded
          that, as
          of September 30, 2008, our disclosure controls and procedures were effective.
          However, our Principal Executive Officer and Principal Accounting Officer
          is
          currently conducting a review and evaluation of the Company’s controls and
          procedures as a result of certain circumstances that transpired subsequent
          to
          September 30, 2008 as more fully described in the Company’s Current Report on
          Form 8-K, filed on October 30, 2008. The Principal Executive Officer and
          Principal Accounting Officer anticipates completing his review and evaluation
          as
          soon as possible.
 
 Disclosure
          controls and procedures are controls and other procedures that are designed
          to
          ensure that information required to be disclosed in our reports filed or
          submitted under the Exchange Act are recorded, processed, summarized and
          reported, within the time periods specified in the SEC's rules and forms.
          Disclosure controls and procedures include, without limitation, controls
          and
          procedures designed to ensure that information required to be disclosed
          in our
          reports filed under the Exchange Act is accumulated and communicated to
          management, including our Principal Executive Officer and Principal Accounting
          Officer, to allow timely decisions regarding required disclosure.
 
 All
          internal control systems, no matter how well designed, have inherent limitations
          and may not prevent or detect misstatements. Therefore, even those systems
          determined to be effective can only provide reasonable assurance with respect to
          financial reporting reliability and financial statement preparation and
          presentation. In addition, projections of any evaluation of effectiveness
          to
          future periods are subject to risk that controls become inadequate because
          of
          changes in conditions and that the degree of compliance with the policies
          or
          procedures may deteriorate.
 
 (b)
                  Changes
                      in Internal Controls over financial
                      reporting
 
 There
          have been no changes in our internal controls over financial reporting
          during
          our last fiscal quarter, which has materially affected, or is reasonably
          likely
          to materially affect, our internal control over financial
          reporting.


22





**PART
      II.  OTHER INFORMATION**





**ITEM
      1 – LEGAL PROCEEDINGS**




**Texas
      Litigation**




***Hickman
      Investments, Ltd.***




***Settlement***





On
      July
      9, 2008, the Company entered into a Settlement Agreement with Hickman, effective
      July 1, 2008, to resolve all disputes relating to the Lawsuit (the
“Settlement”), which concludes the disputed litigation. For further information
      please see Current Report on Form 8-K, as amended, filed on July 10, 2008,
      incorporated herein by reference.




**New
      York Litigation**




***Star
      Energy Corp. Transaction***




***Settlement***





On
      June
      30, 2008, the Company entered into a Settlement Agreement with Star to resolve
      all disputes relating to the Arbitration (the “Settlement”). For further
      information please see Current Report on Form 8-K, as amended, filed July 2,
      3008, incorporated herein by reference.





During
      the quarter ended September 30, 2008, the Company was not a party to any legal
      proceedings requiring disclosure in this Report and none of the Company’s
      officers or directors are involved in any litigation in their capacities as
      such
      officers or directors of the Company.


23





**ITEM
      2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




Required
      information has been furnished in current Report on Form 8-K filings and other
      reports, as amended, during the period covered by this Report and additionally
      as listed and following.




On
      March
      27 and December 26 of 2007, the Company issued to Dutchess two convertible
      debentures one with a face value of $140,000 and the other with a face amount
      $500,000, to pay an incentive fee to the holder. The debentures became
      convertible at the date of the issuances and mature in March 27, 2012 and
      December 26, 2014, respectively. The Company claims an exemption from the
      registration requirements of the Securities Act of 1933, as amended (the “Act”)
      for the private placement of these securities pursuant to Section 4(2) of the
      Act and/or Rule 506 of Regulation D promulgated thereunder since, among other
      things, the transaction does not involve a public offering, the Investor is
      an
“accredited investor” and/or qualified institutional buyer, the Investor has
      access to information about the Company and its investment, the Investor will
      take the securities for investment and not resale, and the Company is taking
      appropriate measures to restrict the transfer of the securities. For terms
      of
      the debentures please see information furnished in our Current Reports and
      Exhibits thereto on Form 8-K filed on March 29, 2007 and January 7, 2008,
      respectively, incorporated herein by reference.




On
      June
      11, 2007 the Company issued to Dutchess a debenture in the face amount of
      $2,000,000 for acquisitions and working capital. The Debenture bears interest
      at
      12% per annum and matures on June 11, 2014. For terms of the debenture please
      see information furnished in our Current Report on Form 8-K, and Exhibits
      thereto filed on Jun 11, 2007, incorporated herein by reference.




On
      December 26, 2007, EGPI Firecreek, Inc. the Company issued to Dutchess a
      debenture in the face amount of $2,100,000. The Debenture bears interest at
      12%
      per annum and matures on December 26, 2014. The Company claims an exemption
      from
      the registration requirements of the Act for the private placement of these
      securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation
      D
      promulgated thereunder since, among other things, the transaction does not
      involve a public offering, the Investor is an “accredited investor” and/or
      qualified institutional buyer, the Investor has access to information about
      the
      Company and its investment, the Investor will take the securities for investment
      and not resale, and the Company is taking appropriate measures to restrict
      the
      transfer of the securities. For terms of the debenture please see information
      furnished in our Current Report on Form 8-K, and Exhibits thereto filed on
      January 7, 2008, incorporated herein by reference.




On
      April 21 and June 29 of 2006, the Company issued to Dutchess convertible
      debentures with a face value of $171,875 and $300,000 respectively, to pay
      an
      incentive fee to the holder. The debentures became convertible at the date
      of
      the issuances and mature in April and June of 2011. The Company claims an
      exemption from the registration requirements of the Act for the private
      placement of these securities pursuant to Section 4(2) of the Act and/or Rule
      506 of Regulation D promulgated thereunder since, among other things, the
      transaction does not involve a public offering, the Investor is an “accredited
      investor” and/or qualified institutional buyer, the Investor has access to
      information about the Company and its investment, the Investor will take the
      securities for investment and not resale, and the Company is taking appropriate
      measures to restrict the transfer of the securities. For terms of the debentures
      please see information furnished in Exhibit “A” to each of Exhibits 99.1 and
      99.2 to our Current Reports on Form 8-K filed on April 27, 2006 and June 7,
      2006, respectively, incorporated herein by reference.




On
      November 14 and December 15 of 2005, the Company issued to Dutchess convertible
      debentures with a face value of $375,000 and $82,500, respectively, to pay
      an
      incentive fee to the holder. The debentures became convertible at the date
      of
      the issuances and mature in November and December 2010. The Company claims
      an
      exemption from the registration requirements of the Act for the private
      placement of these securities pursuant to Section 4(2) of the Act and/or Rule
      506 of Regulation D promulgated thereunder since, among other things, the
      transaction does not involve a public offering, the Investor is an “accredited
      investor” and/or qualified institutional buyer, the Investor has access to
      information about the Company and its investment, the Investor will take the
      securities for investment and not resale, and the Company is taking appropriate
      measures to restrict the transfer of the securities. For terms of the debentures
      please see information furnished in Exhibit “A” to each of Exhibits 10.3, and
      99.1 to our Current Reports on Form 8-K filed on November and December 16,
      2005,
      respectively, incorporated herein by reference.


24




**ITEM
      3 – DEFAULTS UPON SENIOR SECURITIES**




None





**ITEM
      4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None





**ITEM
      5 – OTHER INFORMATION**




The
      Company and its Firecreek unit are presently in different stages of review
      and
      discussion, gathering data and information, and any available reports on other
      potential acquisitions in Texas, and other productive regions and areas in
      the
      U.S.




From
      time
      to time Management will examine oil and gas operations in other geographical
      areas for potential acquisition and joint venture development.





**ITEM
      6 – EXHIBITS**




**Exhibit No.**
            
            **Description**31.1
            
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                (3)32.1
            
            Certification
                Pursuant to 18 U.S.C. SECTION 1350
                (3)




25




**SIGNATURE**




Pursuant to
      the requirements of the Securities Exchange Act of 1934, the Registrant has
      duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.




Date:
       November 21, 2008





**EGPI
                FIRECREEK, INC.**By:
            /s/
                DOUG D’AGATAName
            Doug
                D’AgataTitle:
            Authorized
                Officer


26