UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q


Amendment
No. 1




TQUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934




For
the quarterly period ended September 30, 2009




£TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE
ACT




For
the transition period from ____________ to____________




Commission
File No. 000-32507




EGPI
FIRECREEK, INC.


(Exact
name of Registrant as specified in its charter)





Nevada
              88-0345961(State
      or Other Jurisdiction of
                Incorporation
      or organization)
              (I.R.S.
      Employer Identification No.)





3400
Peachtree Road, Suite 111,


Atlanta,
Georgia 30326


(Address
of Principal Executive Offices)




(404)
421-1844


(Registrant’s
Telephone Number)




6564
Smoke Tree Lane


Scottsdale,
Arizona 85253


(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  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈ No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large Accelerated Filer   ̈
              Accelerated
      Filer   ̈Non-Accelerated
      Filer   ̈
              Smaller
      Reporting Company  x(Do not check if a smaller reporting
    company)





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


Yes  ̈ No x





As of September 30, 2009, the
registrant had 28,654,467 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
5,000 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.








EXPLANATORY
NOTE




EGPI
Firecreek, Inc. (referred to as “us,” “we,” the “Company,” ) is filing this
Amendment No. 1 (this “Amendment”) to amend certain items contained in our
Quarterly Report on Form 10-Q for our quarter ended September 30, 2009,
which was originally filed with the Securities Exchange Committee (the “SEC”) on
November 12, 2009 (the “Original Report”).




On March
1, 2010 our Board of Directors determined that we needed to restate the
financial statements contained in the Report and our Quarterly Reports on Form
10-Q for the quarterly period ended September 30, 2009. The determination
was made by our Board of Directors and our Chief Financial Officer based upon
comments from the staff (the “Staff”) of the Securities and Exchange Commission,
and following consultation with our senior management, legal advisor and
independent registered public accounting firm. This Amendment is in response to
such comments and to effectuate certain other changes that we believe are
appropriate.




The
changes to our financial statements contained in this Amendment did not result
in a change in our profit or loss for any period covered by this
Amendment.




The
purpose of this Amendment is to amend and restate the following Items in the
Original Report as amended including updating the Title Page:




•
            Part I, Item 1,
      “Consolidated Financial Statements,” to, among other
      things:




¡
            Restate our consolidated balance
      sheet as of December 31, 2006 and consolidated statements of
      stockholders’ deficit to conform with our Annual Report on Form 10-K,
      Amendment No. 3, for the period ended December 31,
      2009.




¡
            Amend Note 1, “The Organization
      of the Company and Significant Accounting Principles,” of the Notes to the
      Consolidated Financial Statements to clarify that the Company was the
      acquirer in the transaction with M3 Lighting, Inc.
      (M3).




¡
            Amend Note 5, “Preferred Stock
      Series,” of the Notes to Consolidated Financial Statements to update and
      clarify regarding the rights that are effective with respect to the Series
      C Preferred stock.




¡
            Amend Note 8, “Purchase of M3
      Lighting, inc.,” of the Notes to Consolidated Financial Statements to
      provide additional disclosure for the purchase of M3 Lighting which has
      been amended to show pro forma results for 2008 and
      2009..




¡
            Add Note 11, “Restatement of
      Previously Issued Financial Statements,” of the Notes to Consolidated
      Financial Statements noting Other Comprehensive Loss and Accumulated
      Deficit have been changed to conform to the figures on the Amended Form
      10-K/A, Amendment No. 3 for the period ended December 31,
      2008.




¡
            Changed Note 11, “Subsequent
      Events” and moved to new Note 12
added.




•
            Part I, Item 4(T), “Controls
      and Procedures,” to revise the discussion therein in light of this
      Amendment.




In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this
Amendment also includes as exhibits, currently dated certifications from our
Chief Executive Officer and Chief Financial Officer as required by Sections 302
and 906 of the Sarbanes-Oxley Act of 2002.







EGPI
FIRECREEK, INC


f/k/a
Energy Producers, Inc.


10-Q


September
30, 2009





TABLE
OF CONTENTS





PAGEPART
      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
                11Item
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                14Item
      4(T)
                
                Controls
      and Procedures
                14PART
      II:
                
                OTHER
      INFORMATIONItem
      1.
                
                Legal
      Proceedings
                15Item
      2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                15Item
      3.
                
                Defaults
      upon Senior Securities
                15Item
      4.
                
                Submission
      of Matters to a Vote of Security Holders
                15Item
      5.
                
                Other
      Information
                15Item
      6.
                
                Exhibits
                16CertificationsSignature
                16




2




PART
I FINANCIAL INFORMATION


ITEM 1 – FINANCIAL
STATEMENTS





EGPI
FIRECREEK, INC.


CONSOLIDATED
BALANCE SHEETS


AS OF SEPTEMBER 30, 2009 AND DECEMBER
31, 2008





Restated
                
                
                Restated(Note 11)
                
                
                (Note 11)Unaudited30-Sep-09
                
                
                31-Dec-08ASSETSCurrent
      assets:Cash
                
                $
                116
                
                
                $
                2,230Accounts
      receivable
                
                
                489
                
                
                
                0Total
      current assets
                
                $
                605
                
                
                $
                2,230Other
      assets:Deposits
                
                
                20,000
                
                
                
                0Total
      assets
                
                $
                20,605
                
                
                $
                2,230LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable & accrued expenses
                
                $
                322,742
                
                
                $
                549,367Note
      payable
                
                
                50,849
                
                
                
                47,565Total
      current liabilities
                
                $
                373,591
                
                
                $
                596,932Advances
      & notes payable to shareholders
                
                
                8,372
                
                
                
                307,096Total
      liabilities
                
                $
                381,963
                
                
                $
                904,028Shareholders'
      deficit:Series
      A preferred stock, 20 million authorized, par value $0.001,one
      share convertible to one common share, no stated dividend, none
      outstanding
                
                $
                0
                
                
                $
                0Series
      B preferred stock, 20 million authorized, par value $0.001,one
      share convertible to one common share, no stated dividend, none
      outstanding
                
                
                0
                
                
                
                0Series
      C preferred stock, 20 million authorized, stated value $.001,one
      share convertible to ten common shares, no stated dividend. 5,000
      shares outstanding
                
                
                0
                
                
                
                0Common
      stock- $0.20 par value, authorized 1,300,000,000 shares, issued and
      outstanding, 6,921,288 at December 31, 2008 and 28,654,467 at September
      30, 2009
                
                $
                1,405,990
                
                
                $
                1,384,257Additional
      paid in capital
                
                
                22,066,906
                
                
                
                20,970,812Other
      comprehensive loss- discontinued component
                
                
                0
                
                
                
                0Accumulated
      deficit
                
                
                (23,834,354
                )
                
                
                (23,256,867
                )Total
      shareholders' deficit
                
                
                (361,358
                )
                
                
                (901,798
                )Total
      Liabilities & Shareholders' Deficit
                
                $
                20,605
                
                
                $
                2,230




See
the notes to the unaudited consolidated financial statements.


3





EGPI
FIRECREEK, INC.


UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2009 AND SEPTEMBER 30, 2008





Unaudited
                
                
                Unaudited
                
                
                Unaudited
                
                
                UnauditedNine Mos.
                
                
                Nine Mos.
                
                
                Three Mos.
                
                
                Three Mos.30-Sep-09
                
                
                30-Sep-08
                
                
                30-Sep-09
                
                
                30-Sep-08General
      and administrative expenses:General
      administration
                
                $
                1,211,673
                
                
                $
                450,073
                
                
                $
                714,570
                
                
                $
                133,031Total
      general & administrative expenses
                
                
                1,211,673
                
                
                
                450,073
                
                
                
                714,570
                
                
                
                133,031Net
      loss from operations
                
                $
                (1,211,673
                )
                
                $
                (450,073
                )
                
                $
                (714,570
                )
                
                $
                (133,031
                )Other
      revenues and expenses:Miscellaneous
      income
                
                
                48,000
                
                
                
                0
                
                
                
                0
                
                
                
                0Interest
      income
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Interest
      expense
                
                
                (6,281
                )
                
                
                0
                
                
                
                (4,184
                )
                
                
                0Net
      income (loss) before provision for income taxes
                
                $
                (1,169,954
                )
                
                $
                (450,073
                )
                
                $
                (718,754
                )
                
                $
                (133,031
                )Provision
      for income taxes
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Loss
      from continuing operations
                
                
                (1,169,954
                )
                
                $
                (450,073
                )
                
                
                (718,754
                )
                
                $
                (133,031
                )Discontinued
      operations:Gain
      on disposal of discontinued component (net of tax)
                
                
                592,567
                
                
                
                0
                
                
                
                270,260
                
                
                
                0Gain
      (loss) from operations of discontinued component (net of
    tax)
                
                
                0
                
                
                
                (770,264
                )
                
                
                0
                
                
                
                589,438Net
      income (loss)
                
                $
                (577,387
                )
                
                $
                (1,220,337
                )
                
                $
                (448,494
                )
                
                $
                456,407Basic
      & fully diluted net income (loss) per common share:Basic
      income (loss) per share- continuing operations
                
                $
                (0.07
                )
                
                $
                (0.08
                )
                
                $
                (0.03
                )
                
                $
                (0.02
                )Basic
      income (loss) per share- discontinued operations
                
                $
                0.03
                
                
                $
                (0.13
                )
                
                $
                0.01
                
                
                $
                0.10Basic
      income (loss) per share
                
                $
                (0.04
                )
                
                $
                (0.21
                )
                
                $
                (0.02
                )
                
                $
                0.08Weighted
      average of common shares outstanding:Basic
                
                
                17,316,735
                
                
                
                5,921,288
                
                
                
                27,382,532
                
                
                
                5,921,288Fully
      diluted
                
                
                17,316,735
                
                
                
                5,921,288
                
                
                
                27,382,532
                
                
                
                5,921,288





See
the notes to the unaudited consolidated financial statements.


4





EGPI
FIRECREEK, INC.


UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008




Unaudited
                              
                              
                              Unaudited30-Sep-09
                              
                              
                              30-Sep-08Operating
      Activities:Net
      income (loss)
                              
                              
                              
                              $
                              (577,387
                              )
                              
                              $
                              (1,220,337
                              )Adjustments
      to reconcile net loss items not requiring the use of
      cash:Interest
      expense
                              
                              
                              
                              
                              3,284
                              
                              
                              
                              0Consulting
      expense and other fees
                              
                              
                              
                              
                              484,244
                              
                              
                              
                              0Impairment
      expense
                              
                              
                              
                              
                              554,176
                              
                              
                              
                              0Gain
      on disposal of Firecreek
                              
                              Discontinued
      component
                              
                              
                              (592,567
                              )
                              
                              
                              0Depreciation
      & depletion expense
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              144,174Interest
      expense
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              731,485Amortization
      of deferred charges
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              36,376Gain
      on derivative liability
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              120,340Changes
      in other operating assets and liabilities :Accounts
      receivable
                              
                              
                              
                              
                              (489
                              )Accounts
      receivable
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              (58,679
                              )Accounts
      payable and accrued expenses
                              
                              
                              
                              
                              100,492
                              
                              
                              
                              (436
                              )Net
      cash used by operations
                              
                              
                              
                              $
                              (28,247
                              )
                              
                              $
                              (247,077
                              )Investing
      activities:Cash
      acquired in purchase of M3 Lighting, Inc.
                              
                              
                              
                              $
                              46,133
                              
                              
                              $
                              0Security
      deposit
                              
                              
                              
                              
                              (20,000
                              )
                              
                              
                              0Purchase
      of lease & equipment
                              
                              Discontinued
      component
                              
                              
                              0
                              
                              
                              
                              (1,406,237
                              )Net
      cash used for investing activities
                              
                              
                              
                              
                              26,133
                              
                              
                              
                              (1,406,237
                              )Net
      increase (decrease) in cash during the period
                              
                              
                              
                              $
                              (2,114
                              )
                              
                              $
                              (1,653,314
                              )Cash
      balance at January 1st
                              
                              
                              
                              
                              2,230
                              
                              
                              
                              2,009,734Cash
      balance at September 30th
                              
                              
                              
                              $
                              116
                              
                              
                              $
                              356,420Supplemental
      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.


UNAUDITED
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008


As
Restated (note 11)





OtherPreferred
                                        
                                        
                                        Preferred
                                        
                                        
                                        Common
                                        
                                        
                                        Par
                                        
                                        
                                        Paid in
                                        
                                        
                                        Accumulated
                                        
                                        
                                        ComprehensiveShares
                                        
                                        
                                        Value
                                        
                                        
                                        Shares
                                        
                                        
                                        Value
                                        
                                        
                                        Capital
                                        
                                        
                                        Deficit
                                        
                                        
                                        Loss
                                        
                                        
                                        TotalBalance
      at December 31, 2008
                                        
                                        
                                        0
                                        
                                        
                                        $
                                        0
                                        
                                        
                                        
                                        6,921,288
                                        
                                        
                                        $
                                        1,384,257
                                        
                                        
                                        $
                                        20,970,812
                                        
                                        
                                        $
                                        (23,256,867
                                        )
                                        
                                        $
                                        0
                                        
                                        
                                        $
                                        (901,798
                                        )Issued
      shares for consulting services
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        7,012,361
                                        
                                        
                                        
                                        7,012
                                        
                                        
                                        
                                        469,298
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        476,310Issued
      shares to pay debt
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        400,000
                                        
                                        
                                        
                                        400
                                        
                                        
                                        
                                        60,350
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        60,750Issued
      warrants to consultant
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        7,934
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        7,934Issued
      shares to purchase M3 Lighting, Inc.
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        14,320,818
                                        
                                        
                                        
                                        14,321
                                        
                                        
                                        
                                        558,512
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        572,833Net
      loss for the period
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (577,387
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (577,387
                                        )Balance
      at September 30, 2009
                                        
                                        
                                        0
                                        
                                        
                                        $
                                        0
                                        
                                        
                                        
                                        28,654,467
                                        
                                        
                                        $
                                        1,405,990
                                        
                                        
                                        $
                                        22,066,906
                                        
                                        
                                        $
                                        (23,834,254
                                        )
                                        
                                        $
                                        0
                                        
                                        
                                        $
                                        (361,358
                                        )OtherPreferred
                                        
                                        
                                        Preferred
                                        
                                        
                                        Common
                                        
                                        
                                        Par
                                        
                                        
                                        Paid
      in
                                        
                                        
                                        Accumulated
                                        
                                        
                                        ComprehensiveShares
                                        
                                        
                                        Value
                                        
                                        
                                        Shares
                                        
                                        
                                        Value
                                        
                                        
                                        Capital
                                        
                                        
                                        Deficit
                                        
                                        
                                        Loss
                                        
                                        
                                        TotalBalance
      at December 31, 2007
                                        
                                        
                                        20,000,000
                                        
                                        
                                        $
                                        200,000
                                        
                                        
                                        
                                        5,921,288
                                        
                                        
                                        $
                                        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
                                        
                                        
                                        
                                        5,921,288
                                        
                                        
                                        $
                                        1,184,257
                                        
                                        
                                        $
                                        20,970,812
                                        
                                        
                                        $
                                        (27,174,643
                                        )
                                        
                                        $
                                        (537,000
                                        )
                                        
                                        $
                                        (5,356,574
                                        )




6




EGPI
FIRECREEK, INC.


NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008




1.
ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES




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




Prior to
December 2008, the Company had interests in various gas & oil wells located
in the Wyoming and Texas area. In December 2008, the Company’s major creditor,
Dutchess Private Equities Ltd. (Dutchess), foreclosed on the assets of the
Company.  As a result, all of the Company’s oil and gas properties
were transferred to Dutchess in satisfaction of debt owed. See financial
statement Note 9 for further discussion.




In
October 2008, the Company effected a 1 share for 200 shares reverse split of its
common stock. See financial statement Note 4 for a further
discussion.




In May
2009 the Company acquired M3 Lighting, Inc. (“M3”) as a wholly owned subsidiary
via reverse triangular merger. The Company was determined to be the acquirer in
the transaction for accounting purposes. M3 is a distributor of commercial and
decorative lighting to the trade and direct to retailers.  As part of the
Merger the Company effected a name change for its wholly owned subsidiary Malibu
Holding, Inc. to Energy Producers, Inc. (“EPI”) as a conduit for its oil and gas
activities.




Consolidation- the
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary.  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-
Revenues are recognized when all services have been performed and collection of
the revenues is assured.




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




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.




The
Company applied SFAS No. 144,Accounting for the Impairment or Disposal of Long Lived Assets, to
account for the sale of the oil & gas properties in December 2008 as more
fully discussed in financial statement note 9.  Accordingly, the
results of operations and cash flows from these assets for both 2008 and 2007
are separately recorded in the consolidated statements of operations and cash
flows as a discontinued component.




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.


7





EGPI
FIRECREEK, INC.


NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008





2.
GOING CONCERN




The
accompanying consolidated financial statements have been presented in accordance
with generally accepted accounting principals, which assume the continuity of
the Company as a going concern.  However, in December 2008 all of the
producing assets of the Company were foreclosed on by Dutchess to pay down loans
owed.  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 to assist new M3 Lighting, Inc. and Energy
Producers, Inc. (oil and gas rehabilitation and development) subsidiary
acquisitions.


-Raise
6-12 months working capital for corporate operations.


-Pursue
asset based project finance or develop joint ventures to fund work programs for
oil and gas domestically.


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


-Initiate
search for experienced personnel related to the M3 and oil and gas activities to
add to our staff.





3.  NET
INCOME (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. Net income (loss) per common share
has been computed as follows:




30-Sep-09
                  
                  
                  30-Sep-08Net
      income (loss) from continuing operations
                  
                  $
                  (1,169,954
                  )
                  
                  $
                  (450,073
                  )Net
      income (loss) from discontinued operations
                  
                  
                  592,567
                  
                  
                  
                  (770,264
                  )Net
      income (loss)
                  
                  $
                  (577,387
                  )
                  
                  $
                  (1,220,337
                  )Total
      shares outstanding
                  
                  
                  28,654,467
                  
                  
                  
                  5,921,288Basic
      weighted average of shares outstanding
                  
                  
                  17,316,735
                  
                  
                  
                  5,921,288Fully
      diluted weighted average of shares outstanding
                  
                  
                  17,316,735
                  
                  
                  
                  5,921,288Basic
      income (loss) per share- continuing operations
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.08
                  )Basic
      income (loss) per share- discontinued operations
                  
                  $
                  0.03
                  
                  
                  $
                  (0.13
                  )Basic
      income (loss) per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.21
                  )Fully
      diluted income (loss) per share- continuing operations
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.08
                  )Fully
      diluted income (loss) per share- discontinued operations
                  
                  $
                  0.03
                  
                  
                  $
                  (0.13
                  )Fully
      diluted income (loss) per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.21
                  )




All
amounts for fiscal year 2008 have been adjusted for the 1 for 200 reverse stock
split more fully discussed in financial statement Note 4.


8





EGPI
FIRECREEK, INC.


NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008





4.
COMMON AND PREFERRED STOCK TRANSACTIONS AND REVERSE STOCK SPLIT





In
October 2008, the Company effected a 1 share for 200 shares reverse split of its
common stock.  As a result, the issued and outstanding shares at
December 31, 2008 were decreased from 1,184,257,619 shares to 5,921,288 shares.
In addition, the par value of the common stock was increased from $0.001 to
$0.20.




During
the period from January 1, 2009 to September 30, 2009, the Company issued
7,012,361 shares of common stock to consultants for services rendered at a value
of $476,310.




In
February 2009, the Company issued 400,000 shares of common stock and retired
debt owed of $60,750.




In May
2009, the Company issued 14,320,818 shares to purchase M3 Lighting, Inc. the
transaction was valued at $572,833.  Also see discussion in financial
statement Note 8.




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 common share.   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 common share.  The Series B
has liquidation preference over Preferred C stock and common stock.




Series C preferred stock: The
Preferred C stock has a stated value of $.001 and no stated dividend rate and is
non-participatory.   The Series C has liquidation preference over
common stock. Effective May 20, 2009 i) Voting Rights for each share of Series C
Preferred Stock shall have 21,200 votes on the election of directors of the
Company and for all other purposes, and, ii) regarding Conversion to Common
Shares, Series C have no right to convert to common or any other series of
authorized shares of the Company.




In May
2009, the Company issued 5,000 shares of its Series C stock as part of the
acquisition of M3 Lighting, Inc.  See further discussion in financial
statement Note 8.





6.
 OPTIONS OUTSTANDING




The
Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to
account for option issues.  Accordingly, all options granted are recorded
at fair value using a generally accepted option pricing model at the date of the
grant.   There is no formal stock option plan for employees.




A listing
of options outstanding is as follows.  Options outstanding and their
attendant exercise prices have been adjusted for the 1 for 200 reverse split of
the common stock discussed in financial statement Note 4.







Weighted Average
                  
                  
                  Weighted AverageAmount
                  
                  
                  Exercise Price
                  
                  
                  Years to MaturityOutstanding
      at December 31, 2008
                  
                  
                  178,810
                  
                  
                  $
                  8.04000
                  
                  
                  
                  2.72Issued
                  
                  
                  500,000Exercised
                  
                  
                  0Expired
                  
                  
                  (112,500
                  )Outstanding
      at September 30, 2009
                  
                  
                  566,310
                  
                  
                  $
                  1.82451
                  
                  
                  
                  2.17




In
February 2009, the Company issued 500,000 options with an exercise price of $1
per share expiring in 2012.  The Company recorded an expense of $7,934
in the consolidated statement of operations as a result of the
issue.


9





EGPI
FIRECREEK, INC.


NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008




7.
INCOME TAX PROVISION




Provision for income taxes is comprised of the following:
                
                30-Sep-09
                
                
                30-Sep-08Net
      loss before provision for income taxes
                
                $
                (1,169,954
                )
                
                $
                (1,220,337
                )Current
      tax expense:Federal
                
                
                0
                
                
                
                0State
                
                
                0
                
                
                
                0Total
                
                $
                0
                
                
                $
                0Less
      deferred tax benefit:Timing
      differences
                
                
                (3,024,150
                )
                
                
                (1,082,171
                )Allowance
      for recoverability
                
                
                3,024,150
                
                
                
                1,082,171Provision
      for income taxes
                
                $
                0
                
                
                $
                0A
      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
                
                $
                3,024,150
                
                
                $
                1,082,171Allowance
      for recoverability
                
                
                (3,024,150
                )
                
                
                (1,082,171
                )Deferred
      tax benefit
                
                $
                0
                
                
                $
                0





Note:  The
deferred tax benefits arising from the timing differences begin to expire in
fiscal years 2028 and 2029 and may not be recoverable upon the purchase of the
Company under current IRS statutes.




8.  PURCHASE
OF M3 LIGHTING, INC.





In May
2009, the Company issued 14,320,818 common shares and 5,000 preferred C shares
to purchase M3 Lighting, Inc. The transaction was valued at
$572,833.  The Company recorded an impairment expense of $548,792 at
the date of the transaction as the future revenues associated with M3 could not
be assured.





Selected
pro forma financial data associated with the purchase of M3 assuming the
purchase occurred on January 1, 2009 is as follows.








2009
                  
                  
                  2008Net
      revenues
                  
                  $
                  3,848
                  
                  
                  $
                  5,636General
      administration
                  
                  $
                  1,244,309
                  
                  
                  $
                  459,161Loss
      per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.21
                  )




10





9.  SALE
OF FIRECREEK INC.





In
February 2009, the Company sold all of its interest in its subsidiary, Firecreek
Petroleum Inc., to the former owner of the subsidiary.   All of
the assets and the liabilities of the subsidiary were transferred to the former
owner of the subsidiary and the Company recognized a book gain on the
transaction of $592,567.




10.
Promissory Notes





The
following is the schedule of the promissory notes to shareholder payable at
September 30, 2009:





Matures
      in December 2009, effective interest of 18% (shareholder)
                  
                  $
                  37,049Matures
      in February 2010, effective interest of 18% (related
party)
                  
                  
                  12,000Matures
      in February 2010, effective interest of 18% (related
party)
                  
                  
                  1,800Total
      Notes Payable
                  
                  $
                  50,849




11.
Restatement of Previously Issued Financial Statements





The
amounts listed under Other Comprehensive Loss and Accumulated Deficit have been
changed to conform to the figures on the Amended Form 10-K/A, Amendment No. 3
for the period ended December 31, 2008.








12.  SUBSEQUENT
EVENTS




In
October 2009, the Company issued 1,500,000 shares to an entity for investor and
public relations.





In
October 2009, the Company issued 1,150,000 shares to consultants for services
rendered.





In
November 2009, the Company issued 100,000 shares to consultants for services
rendered.





Effective
October 1, 2009, the Company acquired 100% of the stock of South Atlantic
Traffic Corporation. For additional information please see our Current Report on
Form 8-K filed on November 11, 2009,  incorporated herein by
reference.





Effective
October 3, 2009, the Company and SATCO established a four million ($4,000,000)
dollar accounts receivable line of credit. For additional information please see
our Current Report on Form 8-K filed on November 11, 2009 incorporated
herein by reference.





ITEM
2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.




You
should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements in Form 10-K, 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 has been focused on oil and gas activities for development of interests
held that were acquired in Texas and Wyoming for the production of oil and
natural gas through December 2, 2008. The Company throughout 2008 was seeking to
continue expansion and growth for oil and gas development in its core projects.
EGPI Firecreek Inc. was formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil and natural
gas. This strategy is centered on rehabilitation and production enhancement
techniques, utilizing modern management and technology applications in upgrading
certain proven reserves.





In its
2005 fiscal year, the Company initiated a program to review domestic oil and gas
prospects and targets.  As a result, EGPI acquired non-operating oil and
gas interests in a project titled Ten Mile Draw (“TMD”) located in Sweetwater
County, Wyoming USA for the development and production of natural gas. In July,
2007, the Company acquired and began production of oil at the 2,000 plus acre
Fant Ranch Unit in Knox County, Texas. This was followed by the acquisition and
commencement of oil and gas production at the J.B. Tubb Leasehold Estate located
in the Amoco Crawar Field in Ward County, Texas in March, 2008. The Company
successfully increased production and revenues derived from its properties and
in late 2008, the Company was able to retire over 90% of its debt through the
disposition of those improved properties.


11





In early
2009, based on the economic downturn, struggling financial markets and the
implementation of the federal stimulus package for infrastructure projects, the
Company embarked on a transition from an emphasis on the oil and gas focused
business to that of an acquisition strategy focused on the transportation
industry serving federal DOT and state/local DOT agencies. In addition, the
acquisition targets being reviewed by the Company also have a presence in the
telecommunications and general construction industries. The acquisition strategy
focuses on vertically integrating manufacturing entities, distributors and
construction groups. In May 2009, the Company acquired M3 Lighting Inc. (M3) as
the flagship subsidiary to begin this process.





Through
2009 we continued to limit and wind down the pursuit of oil and gas 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 its new line of operations for M3, and in addition to its oil and
gas operations in 2009 with a goal to re build 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. In 2009 we disposed of our wholly owned subsidiary
Firecreek Petroleum, Inc. (see further information in this report and in our
current Report on Form 8-K filed May 20, 2009, incorporated herein by
reference). We account for or have accounted for these segments as discontinued
operations in the consolidated statements of operations for the related fiscal
year.




Sale/Assignment
of 100% Stock of FPI Subsidiary





Having
disposed of all of the assets of FPI, on May 18, 2009, the Company and Firecreek
Global, Inc., entered into a Stock Acquisition Agreement effective the 18 th day
of May, 2009, relating to the Assignees acquisition of all of the issued and
outstanding shares of the capital stock of Firecreek Petroleum, Inc., a Delaware
corporation. Moreover, included and inherent in the Assignment was all of the
Company’s debt held in the FPI subsidiary. In addition, the Company, and
Assignee executed a right of first refusal agreement attached as Exhibit to the
Agreement, granting to the Company the right of first refusal, for a period of
two (2) years after Closing, to participate in certain overseas projects in
which Assignee may have or obtain rights related to Assignors’ previous
activities in certain areas of the world. For further information please see our
current Report on Form 8-K filed on May 20, 2009, incorporated herein by
reference.





Completion
of Recent Merger Acquisition with M3 Lighting, Inc.





On May
21, 2009, EGPI Firecreek, Inc., a Nevada corporation (the “Company” or
“Registrant”), Asian Ventures Corp., a Nevada corporation (the “Subsidiary”), M3
Lighting, Inc., a Nevada corporation (“M3”), and Strategic Partners Consulting,
L.L.C., a Georgia limited liability company (“Strategic Partners”) executed and
closed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby
M3 merged into the Subsidiary, a wholly-owned subsidiary of the registrant (the
“Merger”).  Further information can be found along with copy of the
Plan of Merger attached as an exhibit to our Current Report on Form 8-K, filed
with the Commission on May 27, 2009, as amended. Amendment No. 1 and No. 2 to
the May 27, 2009 current Report on Form 8-K were filed on June 24 and August 4,
2009, respectively, and incorporated herein by reference.





In
accordance with the Company’s plan of Merger, our plans are currently to develop
two lines of business, one line of business for its historical oil and gas
operations now reorganized into the Company’s wholly owned subsidiary unit,
Energy Producers, Inc. F/K/A Malibu Holding, Inc., this replacing Firecreek
Petroleum, Inc., and one for M3 Lighting, Inc., F/K/A Asian Ventures, Corp.
which is involved in distribution of commercial and decorative lighting to the
trade, and to direct retailers.  M3 specializes in the areas of
lighting industry sales, design, product development, and sourcing, contracting
and capital markets.  M3 is pursuing acquisitions for the Company in
the DOT construction industry on Federal and State levels in order to expand its
sales for lighting, guardrail, cameras, traffic management/signalization,
utility moves, variable message boards and other non-road construction
opportunities, as well as, its pursuit of light and traffic fixture
manufacturing plants both domestically and overseas.  Future
acquisitions in the DOT construction industry are expected to provide a labor
force for the maintenance and remediation services the Company plans on
providing.


12





The
Company expects to incur an increase in operating expenses during the next year
from commencing activities related to its plans for the Company’s oil and gas,
M3 operations, and new acquisitions. 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 September 30, 2009 and September 30,
2008.




I.
Results of Operations




Nine
months ended September 30, 2009 versus nine months ended September 30,
2008.




General
and administrative expense for the first nine months of operations in 2009
increased to $1,211,673 from $450,073 in the first nine months of 2008. The
increase was attributed to acquisition cost related to M3 Lighting, Inc.
operations.




Detail
of general & administrative expenses:




30-Sep-09
                    
                    
                    30-Sep-08Advertising
      & promotion
                    
                    $
                    49,507
                    
                    
                    $
                    12,088Administration
                    
                    
                    33,680
                    
                    
                    
                    29,442Consulting
                    
                    
                    263,676
                    
                    
                    
                    51,250Impairment
      expense (M3)
                    
                    
                    548,792
                    
                    
                    
                    0Investor
      incentives/commissions
                    
                    
                    51,000
                    
                    
                    
                    36,376Professional
      fees
                    
                    
                    265,018
                    
                    
                    
                    314,069Travel
                    
                    
                    0
                    
                    
                    
                    6,848Total
                    
                    $
                    1,211,673
                    
                    
                    $
                    450,073




Advertising
& promotion expense was $49,507 investor and public relations.





Administration
used $33,680 for corporate parent costs related to printing, office, postage,
transfer agent, filing agent, and other costs.





Consulting
fees of $263,676 were incurred for business advisory services.





Impairment
expense in the amount of $548,792 was incurred as a result of the merger of M3
into the Company’s wholly owned subsidiary.





Investor
incentives/commissions of $51,000 were incurred related to financing
activities.





Professional
fees of $265,018 were incurred for management advisory, legal costs, accounting,
and financial modeling.


13





After
deducting general and administrative costs, the Company experienced a loss from
operations of $1,211,673 for the nine months ended September 30, 2009 compared
to an operating loss of $450,073 for the same period in 2008.




Interest
expense increased for the nine months ended September 30, 2009 to $6,282
compared to $0 for the same period in 2008. .





Consulting
and professional fees increased approximately $150,694 to $528,694 for the nine
month period ended September 30, 2009 from $365,319 for the comparative nine
month period in 2008.





Net loss
for the first nine months in 2009 was $577,387 or ($0.04) per share compared to
a loss of $1,220,337 or ($0.02) per share for the first nine months in
2008.





Three
months ended September 30, 2009 versus Three months ended September 30,
2008





General
and administrative expense for the three months of operations ended September
30, 2009 increased to $714,570 from $133,031 in the three month months period
ended September 30 of 2008. The increase was attributed to acquisition cost
related to M3 Lighting, Inc. operations.





Interest
expense increased in the three months ended September 30, 2009 to $4,185
compared to no interest for the same period in 2008.





Consulting
and professional fees increased approximately $296,295 to $399,896 for the three
month period ended September 30, 2009 from $103,601 for the comparative three
month period in 2008.




Net loss
for the three month period ended September 30, 2009 was $448,494 or ($0.02) per
share compared to a gain of $456,407, or $0.08 per share for the same three
month period in 2008.The gain in 2008 was due to gains from the disposal of
assets.





Discussion
of Financial Condition:  Liquidity and Capital Resources




At
September 30, 2009 cash on hand was $116 as compared with $2,230 at December 31,
2008. All the cash was used in operations.




At
September 30, 2009, the Company had working capital deficit of $352,986 compared
to a working capital deficit of $547,137 at December 31, 2008.  Working
capital deficit decreased mainly as a result of the disposal of assets and
related debts in 2008 and 2009.




Total
assets at September 30, 2009 were $20,605 as compared to $2,230 at December 31,
2008. Increase in total assets was attributable in part to acquisition of M3
Lighting, Inc.




The
Company’s total stockholders’ deficit decreased from $901,798 at December 31,
2008 to $361,358 at September 30, 2009. The Stockholders’ deficit decreased
$592,567 due to gains on the disposal of Firecreek Petroleum, Inc. and the
acquisition of M3 Lighting Inc.





ITEM
3 – QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
Applicable.





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, 2009. 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 September30, 2009,  that there are material weaknesses in our
disclosure controls and procedures and they were not effective for the following
reasons:




•
            In connection with the
      preparation of the Original Report, we identified a deficiency in our
      disclosure controls and procedures related to the communications the
      appropriate personnel involved with our 2008 audit.  We are
      utilizing additional accounting consultants to assist us in improving our
      controls and procedures. We believe these measures will benefit us by
      reducing the likelihood of a similar event occurring in the
      future.




•
            Subsequent to the filing of the
      Original report, we determined that we needed to restate the financial
      statements contained in the Original Report and Quarterly Report on Form
      10-QSB that we filed for the quarterly period ended September 30,
      2009.




•
            Due to our relatively small size
      and not having present operations, we do not have segregation of duties
      which is a deficiency in our disclosure controls. We do not presently have
      the resources to cure this
deficiency.





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.


14





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.




PART
II.  OTHER INFORMATION





ITEM
1 – LEGAL PROCEEDINGS




None





ITEM
1A. RISK FACTORS.





Not
Applicable





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




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





Please
see information listed in the Part II, Item 5, under the sub heading Recent
Sales of Unregistered Securities, contained in our Annual Report on Form 10-K,
Amendment No. 2, filed on April 23, 2009, incorporated herein by
reference.





Please
see information listed in our current Reports on Form 8-K, as amended, filed on
May 27, June 24, July 31, August 4, and September 21, 2009,
respectively.





On
October 1, 2009, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following person for extension of financial obligations
rendered (see Items 1.01 and 2.03 above.).





Name
                        
                        Date
                        
                        Share Amount(***)
                        
                        Type of Consideration
                        
                        Fair Market Value of
                          ConsiderationWakabayashi
      Fund, L.L.C. (1)
                        
                        10/1/09
                        
                        
                        1,500,000
                        
                        Investor
      / Public Relations
                        
                        $
                        127,5004-13-20
      Mita Minato-Ku
                        
                        
                        
                        
                        
                        
                        servicesTokyo,
      Japan 108-0073




(*)
Issuances are approved, subject to such person being entirely responsible for
his own personal, Federal, State, and or relevant single or multi jurisdictional
income taxes, as applicable.





(**)
$127,500 of the financing proceeds in the immediately preceding table was used
primarily for Investor and Public Relations Services for the
Company.





(1)         Wakabayashi
Fund, L.L.C. is a shareholder of the Company, and is not acting as a director,
or officer of the Company.




(***) The
shares of common stock were issued pursuant to an exemption from registration as
provided by Section 4(2) of the Securities Act of 1933, as amended (the “1933
Act”). All such certificates representing the shares issued by the Company shall
bear the standard 1933 Act restrictive legend restricting resale.




ITEM
3 – DEFAULTS UPON SENIOR SECURITIES




None





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




None





ITEM
5 – OTHER INFORMATION





Please
see information listed under ITEM 9B, OTHER INFORMATION, contained in our Annual
Report on Form 10-K, Amendment No. 2, filed on April 23, 2009, incorporated
herein by reference.


15





The
Company and its Energy Producers 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.
              
              Description31.1
              
              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)




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 11, 2009





EGPI
      FIRECREEK, INC.By:
              /s/ Dennis AlexanderName
              Dennis
      AlexanderTitle:
              Chairman,
      CEO, and CFO


16