UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-QSB/A

(Amendment No. 1)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934.



For the quarterly period ended June 30, 2005



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) | 88-0345961(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 [  ]



State the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date:

As of June 30, 2005, the issuer had 112,769,403 shares of its $0.001 par value common stock issued and outstanding. There are also 2,566,831 shares of Series A Preferred Stock, $0 .001 par value; 9,500,000 shares of Series B Preferred Stock, $.001 par value; and 900,000 Series C Preferred Stock, $0.001 par value; and no shares of non-voting common stock outstanding.



1



---



EGPI FIRECREEK, INC

f/k/a Energy Producers, Inc.



10-QSB

June 30, 2005



Table of Contents



PART 1: FINANCIAL INFORMATION



Item 1. Financial Statements - Unaudited



Consolidated Balance Sheets.

3



Consolidated Statement of Operations

4



Consolidated Statement of Cash Flows

5



Consolidated Statement of Changes in Shareholders' Equity

6



Notes to the Unaudited Consolidated Financial Statements

7



Item 2. Management's Discussion and Analysis

or Plan of Operation

13



Item 3. Controls and Procedures

17



PART II: OTHER INFORMATION



Item 1 - Legal Proceedings

17



Item 2  Unregisterd Sales of Equity Securities and Use of Proceeds

17



Item 3 - Defaults upon Senior Securities

20



Item 4 - Submission of Matters to a Vote of Security Holders

20



Item 5 - Other Information

21



Item 6  Exhibits

24



Certifications



Signature

26



2



---

EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Balance Sheets

As of June 30, 2005 and December 31, 2004

(unaudited)

|                                                                            |                                          |     |          |             |              |             | Unaudited   |           | Audited
|--------------------------------------------------------------------------- | ---------------------------------------- | --- | -------- | ----------- | ------------ | ----------- | ----------- | --------- | -------
|ASSETS                                                                      |                                          |     |          |             |              | 30-Jun-05   |             | 31-Dec-04
|                                                                            |                                          |     |          |             |              |             |             |           |        
|Current assets:                                                             |                                          |     |          |             |              |             |            
|Cash & interest bearing deposits                                            |                                          |     |          | $573,314    |              | $5,538     
|Total current assets                                                        |                                          |     |          |             | 573,314      |             | 5,538      
|                                                                            |                                          |     |          |             |              |             |             |           |        
|Other assets:                                                               |                                          |     |          |             |              |             |             |          
|Fixed assets- net                                                           |                                          |     |          |             | 81,015       |             | 0          
|                                                                            |                                          |     |          |             |              |             |             |           |        
|                                                                            |                                          |     |          |             |              |             |             |           |        
|                                                                            | Total assets                             |     |          |             |              | $654,329    |             | $5,538   
|                                                                            |                                          |     |          |             |              |             |             |           |        
|                                                                            |                                          |     |          |             |              |             |             |           |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                        |                                          |     |          |             |             
|                                                                            |                                          |     |          |             |              |             |             |           |        
|Current liabilities:                                                        |                                          |     |          |             |              |             |            
|Accounts payable & accrued expenses                                         |                                          |     | $283,811 |             | $787,876    
|Notes payable- shareholders                                                 |                                          |     |          | 0           |              | 653,990    
|Notes payable                                                               |                                          |     |          |             | 0            |             | 3,000      
|Convertible debentures payable-net                                          |                                          |     |          | 3,990,826   |              | 0          
|Capital lease payable- current portion                                      |                                          |     | 0        |             | 4,745       
|                                                                            | Total current liabilities                |     |          |             | 4,274,637    |             | 1,449,611  
|                                                                            |                                          |     |          |             |              |             |             |           |        
|Advances payable to shareholders                                            |                                          |     |          | 602,915     |              | 564,803    
|Notes payable- shareholders                                                 |                                          |     |          | 371,857     |              | 0          
|Capital lease payable- non current portion                                  |                                          |     | 0        |             | 4,531       
|Convertible debentures payable-net                                          |                                          |     |          | 0           |              | 214,441    
|                                                                            | Total liabilities                        |     |          |             |              | 5,249,409   |             | 2,233,386
|                                                                            |                                          |     |          |             |              |             |             |           |        
|Shareholders' equity:                                                       |                                          |     |          |             |              |             |            
|Series A preferred stock, 20 million authorized, par value $0.001,one share |                                          |     |         
|convertible to one common share, no stated dividend, 2,566,831 issued       | $2,567                                   |     | $2,567  
|Series B preferred stock, 20 million authorized, par value $0.001,one share |                                          |     |         
|convertible to one common share, no stated dividend, 9,500,000 issued       | 9,500                                    |     | 9,500   
|Series C preferred stock, 20 million authorized, stated value $1,one share  |                                          |     |         
|convertible to ten common shares, no stated dividend, 900 issued            |                                          | 900 |          | 0          
|Common stock- $.001 par value, authorized 900,000,000 shares,               |                                          |     |          |            
|issued and outstanding, 112,769,403 at June 30, 2005 and                    |                                          |     |          |            
|                                                                            | 75,247,968 shares at December 31, 2004   |     |          | 112,769     |              | 75,248     
|Additional paid in capital                                                  |                                          |     |          | 8,399,063   |              | 6,388,767  
|Accumulated deficit                                                         |                                          |     |          |             | (13,179,155) |             | (8,726,593)
|Accumulated other comprehensive loss                                        |                                          |     | 59,276   |             | 22,663      
|                                                                            | Total shareholders' equity (deficit)     |     |          | (4,608,047) |              | (2,239,915)
|                                                                            |                                          |     |          |             |              |             |             |           |        
|                                                                            | Total Liabilities & Shareholders' Equity |     |          | $654,329    |              | $5,538     
|                                                                            |                                          |     |          |             |              |             |             |           |        
|See the notes to the financial statements.                                  |                                          |     |          |            



3



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statements of Operations

For the Six and Three Months Ended June 30, 2005 and June 30, 2004

(unaudited)



|                                                |                                         |             |           |             |              | 6 Months    |              | 6 Months    |              | 3 Months   |            | 3 Months 
|----------------------------------------------- | --------------------------------------- | ----------- | --------- | ----------- | ------------ | ----------- | ------------ | ----------- | ------------ | ---------- | ---------- | ---------
|                                                |                                         |             |           |             |              | 30-Jun-05   |              | 30-Jun-04   |              | 30-Jun-05  |            | 30-Jun-04
|Revenues:                                       |                                         |             |           |             |              |             |              |             |              |            |           
|                                                | Gross revenues                          |             |           |             | $0           |             | $320,714     |             | $0           |            | $320,506  
|                                                | Less cost of revenues                   |             |           | 0           |              | (62,699)    |              | 0           |              | (15,033)  
|                                                | Net revenues                            |             |           |             | 0            |             | 258,015      |             | 0            |            | 305,473   
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|General and administrative expenses:            |                                         |             |           |             |              |             |              |            
|                                                | General administration                  |             |           | 2,796,264   |              | 1,546,764   |              | 2,456,357   |              | 1,075,261 
|                                                | Total general & administrative expenses |             | 2,796,264 |             | 1,546,764    |             | 2,456,357    |             | 1,075,261   
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Net loss from operations                        |                                         |             |           | (2,796,264) |              | (1,288,749) |              | (2,456,357) |              | (769,788) 
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Other revenues and expenses:                    |                                         |             |           |             |              |             |              |             |             
|                                                | Other income                            |             |           |             | 0            |             | 34,903       |             | 0            |            | 34,903    
|                                                | Interest expense                        |             |           |             | (1,656,298)  |             | (222,361)    |             | (1,639,137)  |            | (206,785) 
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Net loss before provision for income taxes      |                                         | (4,452,562) |           | (1,476,207) |              | (4,095,494) |              | (941,670)  
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Provision for income taxes                      |                                         |             | 0         |             | 0            |             | 0            |             | 0           
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Net loss                                        |                                         |             |           |             | ($4,452,562) |             | ($1,476,207) |             | ($4,095,494) |            | ($941,670)
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Basic & fully diluted net loss per common share |                                         |             |           |             |              |             |              |            
|Loss per share                                  |                                         |             |           | ($0.05)     |              | ($0.04)     |              | ($0.04)     |              | ($0.02)   
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|Weighted average of common shares outstanding:  |                                         |             |           |             |              |             |             
|Basic & fully diluted                           |                                         |             |           | 98,222,204  |              | 39,018,718  |              | 110,032,050 |              | 42,185,790
|                                                |                                         |             |           |             |              |             |              |             |              |            |            |          
|See the notes to the financial statements.      |                                         |             |           |             |              |            









4



---

EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2005 and June 30, 2004

(Unaudited)



|                                                    |                                               |  |           |             |           |              | 30-Jun-05 |              | 30-Jun-04
|--------------------------------------------------- | --------------------------------------------- |  | --------- | ----------- | --------- | ------------ | --------- | ------------ | ---------
|Operating Activities:                               |                                               |  |           |             |           |              |          
|Net loss                                            |                                               |  |           |             |           | ($4,452,562) |           | ($1,476,207)
|Adjustments to reconcile net income items           |                                               |  |           |             |          
|not requiring the use of cash:                      |                                               |  |           |             |           |             
|                                                    | Depreciation expense                          |  |           |             | 459       |              | 189,604  
|                                                    | Amortization of beneficial conversion feature |  | 1,320,358 |             | 222,361  
|                                                    | Consulting expense                            |  |           |             |           | 229,280      |           | 644,150     
|Changes in other operating assets and liabilities : |                                               |  |           |            
|                                                    | Accounts receivable                           |  |           |             |           | 0            |           | (379,136)   
|                                                    | Accounts payable and accrued expenses         |  |           | (350,067)   |           | 471,384     
|                                                    | Deferred revenues                             |  |           |             |           | 0            |           | (123,649)   
|Net cash used by operations                         |                                               |  |           | (3,252,532) |           | (451,493)   
|                                                    |                                               |  |           |             |           |              |           |              |          
|Investing activities:                               |                                               |  |           |             |           |              |          
|                                                    | Purchase of equipment                         |  |           |             | (81,474)  |              | (18,758) 
|Net cash used by investing activities               |                                               |  |           | (81,474)    |           | (18,758)    
|                                                    |                                               |  |           |             |           |              |           |              |          
|Financing Activities:                               |                                               |  |           |             |           |              |          
|                                                    | Issuance of common stock                      |  |           |             | 215,345   |              | 0        
|                                                    | Issuance of preferred stock                   |  |           |             | 900       |              | 0        
|                                                    | Payment of bank loan                          |  |           |             | (3,000)   |              | 0        
|                                                    | Payment of capital lease                      |  |           |             | (9,276)   |              | 0        
|                                                    | Payment of notes payable                      |  |           |             | 0         |              | (18,198) 
|                                                    | Issuance of convertible debentures            |  |           | 4,000,000   |           | 500,000     
|                                                    | Proceeds of shareholder advances              |  |           | 0           |           | 249,981     
|                                                    | Payment of shareholder notes                  |  |           |             | (302,187) |              | 0        
|Net cash provided by financing activities           |                                               |  | 3,901,782 |             | 731,783  
|                                                    |                                               |  |           |             |           |              |           |              |          
|Net increase in cash during the period              |                                               |  | 567,776   |             | 261,532  
|                                                    |                                               |  |           |             |           |              |           |              |          
|Cash balance at beginning of the fiscal year        |                                               |  | 5,538     |             | 45,155   
|                                                    |                                               |  |           |             |           |              |           |              |          
|Cash balance at end of the period                   |                                               |  |           | $573,314    |           | $306,687    
|                                                    |                                               |  |           |             |           |              |           |              |          
|Supplemental disclosures of cash flow information:  |                                               |  |           |            
|Interest paid during the period                     |                                               |  |           | $1,574      |           | $2,100      
|Income taxes paid during the period                 |                                               |  | $0        |             | $0       
|                                                    |                                               |  |           |             |           |              |           |              |          
|See the notes to the financial statements.          |                                               |  |           |            







5



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Unaudited Consolidated Statement of Changes in Shareholders Equity

For Six Months Ended June 30,2005









|                                           |  |               |  |           |  |            |  |               |  | Other         |  |             
|------------------------------------------ |  | ------------- |  | --------- |  | ---------- |  | ------------- |  | ------------- |  | ------------
|                                           |  | Common        |  | Common    |  | Paid in    |  | Accumulated   |  | Comprehensive |  |             
|                                           |  | Shares        |  | Par Value |  | Capital    |  | Deficit       |  | Loss          |  | Total       
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Balance at January 1, 2005                 |  | 75,247,968    |  | $75,248   |  | $6,388,767 |  | ($8,726,593)  |  | $22,663       |  | ($2,239,915)
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Issued shares for services                 |  | 9,700,000     |  | 9,700     |  | 219,580    |  |               |  |               |  | 229,280     
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Issued shares to pay notes                 |  | 770,435       |  | 770       |  | 19,639     |  |               |  |               |  | 20,409      
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Debentures converted to shares             |  | 27,051,000    |  | 27,051    |  | 328,459    |  |               |  |               |  | 355,510     
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Beneficial conversion feature              |  |               |  |           |  | 1,227,273  |  |               |  |               |  | 1,227,273   
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Detachable warrants issued                 |  |               |  |           |  | 215,345    |  |               |  |               |  | 215,345     
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Foreign currency                           |  |               |  |           |  |            |  |               |  |               |  |             
|translation adjustment                     |  |               |  |           |  |            |  |               |  | 36,613        |  | 36,613      
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Net loss for the period                    |  |               |  |           |  |            |  | (4,452,562)   |  |               |  | (4,452,562) 
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Balance at June 30, 2005                   |  | 112,769,403   |  | $112,769  |  | $8,399,063 |  | ($13,179,155) |  | $59,276       |  | ($4,608,047)
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  | Comprehensive |  |           |  |            |  |               |  |               |  |             
|                                           |  | Loss          |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Foreign currency                           |  |               |  |           |  |            |  |               |  |               |  |             
|translation adjustment                     |  | 36,613        |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Net loss for the period                    |  | (4,452,562)   |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|Comprehensive loss at June 30, 2005        |  | ($4,415,949)  |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|                                           |  |               |  |           |  |            |  |               |  |               |  |             
|See the notes to the financial statements.













6



---

EGPI Firecreek, Inc.

Unaudited Notes to the Consolidated Financial Statements

For the Six Months Ended June 30, 2005 and June 30, 2004





1.   Organization of the Company and Significant Accounting Principles



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



In August 1999 the Company acquired by Energy Producers Group Inc. and its wholly owned subsidiary, Producers Supply, Inc.(PSI), an oil and gas service company located in Stephens, Arkansas.  PSI was discontinued by management in fiscal year 2003.



Since August 1999, the Company has focused its activities on oil and gas exploration and development and production and acquisition of existing production facilities with proven reserves.  In November 2003, the Company sold its interest in its oil wells it had acquired since August 1999.



In November 2003, the Company acquired all of the issued and outstanding shares of International Group Holdings Inc. (IGHI) by issuing 17,015,156 shares of common stock.  IGHI became a wholly owned subsidiary of the Company.  IGHI is the owner of International Yacht Sales Group Ltd. (IYSG), a UK based on-line broker of luxury yachts, and other entities.  IYSG began its operations in April 2003.  In January 2004, the Company sold IGHI and its subsidiaries to another company.  However, the Company retained 100% of IYSG and received 10% of the issued and outstanding shares of the purchasing company in the transaction.



In July 2004, the Company acquired all of the issued and outstanding shares of Firecreek Petroleum Inc., a Delaware State corporation, for 20 million shares of common stock, 2,566,831 shares of preferred A stock, and 9,500,000 shares of preferred B stock.



On April 28, 2005, the Company increased its authorized common stock to 920,000,000 shares with par value of $.001. Twenty million of these shares are non-voting.



Consolidation-the accompanying consolidated financial statements include the accounts of the company and its wholly owned subsidiaries.  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 Recognition-Brokeragerevenues from on-line retail yacht sales are recognized upon the completion of the transaction.



For oil and gas revenues, the Company uses successful efforts costing.  Under successful efforts costing, certain identifiable costs associated with the acquisition of properties and extraction are capitalized and amortized upon depletion of the productive assets acquired.



7



---

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



Accounts receivable- The Company provides, through charges to income, a charge for bad debt expense, which is based upon management's evaluation of numerous factors.  These factors include economic conditions, a predictive analysis of the outcome of the current portfolio and prior credit loss experience, and the degree to which the receivable is secured by liens on assets.



Property & Equipment-Office and computer equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the asset. The following is a summary of the estimated useful lives used in computing depreciation expense:



Office equipment

3 years

Computer hardware

3 years

Software

3 years





Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized.  Minor repair expenditures are charged to expense as incurred.



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.



Comprehensive Income - Effective July 1, 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income.  SFAS No. 130 requires that, as part of a full set of financial statements, entities must present comprehensive income, which is the sum of net income and other comprehensive income.  Other comprehensive income represents total non-stockholder changes in equity.  The Company has included its presentation of comprehensive income in the accompanying consolidated statements of stockholders equity.



Foreign Currency Translation -Balance sheet accounts of the Companys foreign operations are translated at the exchange rate in effect at year-end and income statement accounts are translated at the average exchange rate prevailing during the year.  Gains and losses arising from the translation of foreign subsidiary financial statements are included in other comprehensive income.





8



---

2.   Net Loss per Share



The Company applies SFAS No. 128, Earnings 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 year. Diluted net loss per share gives the effect of outstanding common stock warrants convertible into common stock. The treasury stock method is used to calculate the dilutive effect of the warrants, convertible debentures and convertible preferred stock outstanding.



The common stock equivalents of the warrants outstanding and the convertible debt and convertible preferred stock are not included in the computation of loss per share because their effect would be antidilutive.



Net loss per common share has been computed as follows:



|                                    |  |            |             | 30-Jun-05    |            | 30-Jun-04   
|----------------------------------- |  | ---------- | ----------- | ------------ | ---------- | ------------
|                                    |  |            |             |              |            |             
|Net loss                            |  |            |             | ($4,452,562) |            | ($1,476,207)
|                                    |  |            |             |              |            |             
|Total shares outstanding            |  |            | 112,769,403 |              | 43,376,668
|                                    |  |            |             |              |            |             
|Weighted average shares outstanding |  | 98,222,204 |             | 39,018,718  
|                                    |  |            |             |              |            |             
|Loss per share                      |  |            |             | ($0.05)      |            | ($0.04)     



3.   Common Stock Transactions



During the six months ended June 30, 2005, the Company issued 9,700,000 shares of common stock to pay $229,280 in fees for services rendered.



During the six months ended June 30, 2005, debenture holders converted $355,510 of debt to 27,051,000 shares of common stock.



During the six months ended June 30, 2005, the Company issued 770,435 shares of common stock to pay $20,409 of debt.



During the six months ended June 30, 2004, the Company issued 5,687,700 shares of common stock to pay $238,589 of accrued consulting fees and current consulting fees of $644,150.



In April and May 2004, holders of the convertible debt elected to convert $16,000 of the debt to 1,600,000 shares of common stock.



4.   Authorization of Preferred C Stock



In June 2005, the shareholders elected to authorize for issue 20,000,000 shares of preferred C stock.  The Preferred C stock has a stated value of $1 and no stated dividend rate and is non-participatory.  One share of preferred is convertible into 10 shares of common stock.

During June 2005, the Company issued 900 shares of preferred C stock and received proceeds of $900.



9



---



5.   Fixed Assets- Net



The following is a detailed list of fixed assets at June 30, 2005:





|Computer equipment & software |  |  | $61,327
|----------------------------- |  |  | -------
|Office equipment & furniture  |  |  |        
|Accumulated depreciation      |  |  |        
|                              |  |  |        
|Net property & equipment      |  |  |        





6.   Issuance of Convertible Debentures



In May 2005, the Company issued convertible debentures and received proceeds of $4,000,000.

The debentures become convertible in August 2005 and mature in May 2006.  The debentures are convertible into common stock at 80% the lowest bid price of the common stock for the five days preceding conversion.  The debentures carry an interest rate of 7.00%.



As a result of the issuance, the Company allocated $1,227,273 of the proceeds to the beneficial conversion feature of the debentures.  The beneficial conversion feature is being amortized to the statement of operations as interest expense over the period from issuance to the date the debentures become convertible.



The holders of the convertible debentures have secured a security interest in the assets and intellectual property of the Company.



Convertible debentures-net at June 30, 2005 is as follows:



|Proceeds received             |  |  |  | $4,000,000 
|----------------------------- |  |  |  | -----------
|                              |  |  |  |            
|Beneficial conversion feature |  |  |  | (1,227,273)
|                              |  |  |  |            
|Accrued interest              |  |  |  |            
|                              |  |  |  |            
|Allocated to interest expense |  |  |  | 1,185,880  
|                              |  |  |  |            
|Net convertible debt payable  |  |  |  | $3,990,826 





10



---



7.   Income Tax Provision



|Provision for income taxes is comprised of the following:                                                    |  | 30-Jun-05 |              | 30-Jun-04  
|------------------------------------------------------------------------------------------------------------ |  | --------- | ------------ | -----------
|                                                                                                             |  |           |              |            
|Net loss before provision for income taxes                                                                   |  |           | ($4,452,562) |            
|                                                                                                             |  |           |              |            
|Current tax expense:                                                                                         |  |           |              |            
|Federal                                                                                                      |  |           |              |            
|State                                                                                                        |  |           |              |            
|Total                                                                                                        |  |           |              |            
|                                                                                                             |  |           |              |            
|Less deferred tax benefit:                                                                                   |  |           |              |            
|Timing differences                                                                                           |  |           |              |            
|Allowance for recoverability                                                                                 |  |           |              | 5,061,183  
|Provision for income taxes                                                                                   |  |           |              | $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%        
|Statutory state and local income tax                                                                         |  |           | 10%          |            
|Less allowance for tax recoverability                                                                        |  |           | -44%         |            
|Effective rate                                                                                               |  |           |              |            
|                                                                                                             |  |           |              |            
|Deferred income taxes are comprised of the following:                                                        |  |           |              |            
|                                                                                                             |  |           |              |            
|Timing differences                                                                                           |  |           |              |            
|Allowance for recoverability                                                                                 |  |           |              | (5,061,183)
|Deferred tax benefit                                                                                         |  |           |              |            
|                                                                                                             |  |           |              |            
|Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2010 and
|may not be recoverable upon the purchase of the Company under current IRS statutes.                         



8.  Issuance of Warrants



The purchasers of the convertible debentures also received 2,000,000 warrants to purchase common stock over the next year at an exercise price equal to 80% of the average market value of the stock of the five days preceding exercise.  As a result, the Company allocated $21,594 of the debenture proceeds to paid in capital, representing the market value of the warrants issued.



In addition, the Company issued 30,575,000 warrants to purchase common stock for five years at an exercise price of $.043 to financial service companies and consultants in association with the sale of the convertible debentures.  The company recorded an expense of $193,750 in the statement of operations as a result of the issue.



The Company applied the Black-Scholes option pricing model to determine the fair value of the detachable stock warrants and common stock warrants issued in fiscal year 2005. The following assumptions were used in the model. The dividend yield is 0%, volatility is 20%, and a risk-free interest rate of 2%. The fair values generated by the Black-Scholes model may not be indicative of the future values, if any, that may be received by the warrant holder.



11



---



A list of warrants outstanding at June 30, 2005 is as follows:



|                               |  |  |  |            |  |            |  | Wgtd Avg       |  | Wgtd Years 
|------------------------------ |  |  |  | ---------- |  | ---------- |  | -------------- |  | -----------
|                               |  |  |  |            |  | Amount     |  | Exercise Price |  | to Maturity
|                               |  |  |  |            |  |            |  |                |  |            
|Outstanding at January 1, 2005 |  |  |  | 4,200,000  |  |            |  |               
|                               |  |  |  |            |  |            |  |                |  |            
|Issued                         |  |  |  |            |  | 32,575,000 |  |                |  |            
|Expired                        |  |  |  |            |  | (400,000)  |  |                |  |            
|                               |  |  |  |            |  |            |  |                |  |            
|Outstanding at June 30, 2005   |  |  |  | 36,375,000 |  | $0.44      |  | 3.90          







12



---



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview



You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements in Form 10-KSB, Form 10-QSB and Notes thereto, and the other financial data appearing elsewhere in this Form 10QSB 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.



The Company's revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: The risk of significant natural disaster, the inability of the Company to insure against certain risks, fluctuations in commodity prices, inflationary and deflationary conditions and cycles, currency exchange rates effecting product demand, changing government regulations domestically and internationally effecting the marine industry, including various taxing authorities, VAT, OSHA, and general market conditions, competition and pricing, changes in external competitive market factors, termination of certain agreements, protocol, or inability to enter into additional oil and gas project operating agreements, inability to satisfy anticipated working capital or other cash shortage requirements, changes in or developments under domestic or foreign laws, regulations, governmental requirements or in the oil and gas industry, changes in the Company's business strategy or an inability to execute its strategy due to unanticipated changes in the market. 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.



On December 1, 2003 through our exchange merger acquisition with International Group Holdings, Inc., as amended, we acquired summarily, a commercial and private leisure marine vessel sales brokerage and charter business, International Yacht Sales Group, Ltd. of United Kingdom (IYSG), as a wholly owned subsidiary of the Company.



Effective July 1, 2004 we acquired Firecreek Petroleum, Inc., and its subsidiary Firecreek Romania, SRL. actively deploying development and plans for our new oil and gas subsidiary operations. Firecreek has pursued an aggressive acquisition plan for potential oil and gas rehabilitation and development projects located in several project countries. After several months of efforts Firecreek is now in the latter stages of commencing with oil and gas operations initially targeted for programs located in Russia and Romania (see further description and information listed in The Business filed in our Form 10-KSB Report on April 12, 2005, incorporated herein by reference).





13



---

During fiscal year 2003, our prior segments, oil and gas leases and PSI, were disposed of.



The Company is currently focused on its oil and gas and marine segment of operations, and integration with the Company, making presentations to asset-based lenders and  other financial institutions for the purpose of expanding our growth potential by commencing with oil and gas operations in 2005 and increasing sales output of our marine operations based in United Kingdom.



Managements Discussion and Analysis of Financial Condition



The Company historically derived its revenues primarily from two segments of operations 1) retail sales of oil and gas field inventory equipment, service, and supply items primarily in the southern Arkansas area, and 2) from acquired interests owned in revenue producing oil wells, leases, and equipment located in Olney, Young County, Texas. In 2003 the Company disposed of these two segments of operations.



Effective July 1, 2004 we acquired Firecreek Petroleum, Inc., and its subsidiary Firecreek Romania, SRL. Firecreek is an international oil exploration and development company specializing in the niche market of rehabilitation and enhancement of existing oilfields through modern management and state of the art technological applications. Management individually has many years of experience and has one or more collectively been involved in oil and gas operations worldwide. Firecreek programs and activities throughout 2004 are in latter stages of preparation for commencement of oil and gas operations planned for fiscal mid year 2005: Through its alliance with Sahara, (see further discussion in The Business filed in our Form 10-KSB Report on April 12, 2005, incorporated herein by reference) parties have agreed to work exclusively with one another to carry out a systematic program of exploration and prospecting works and to implement projects of oil and gas field rehabilitation, development, construction, transport, and marketing and exporting of oil and gas reserves, associated with fields under control of the Ministry of Natural Resources and located in the Indol-Kuban Basin, Russia. There are no revenues attributable to sales of oil and natural gas for the fiscal year ended 2004 and through the second quarter 2005.



In December 2003, the Company acquired International Yacht Sales Group, Ltd. (IYSG), engaged in brokerage sales of private leisure and commercial marine vessels. We are working to expand and increase our revenue base in Fiscal Year 2005 for our commercial marine sales operations. In 2004 we began to cross over from private leisure sales more toward brokerage sales related to commercial shipping markets. In attempting this crossover we encountered unexpected difficulties. Our 2005 goal is to work on development and access to financing plans, improve our business strategy, competitive angle, and stimulate growth and recapture of sales activities related to the IYSG marine segments business plan and operations. Sales have not yet been redeployed in the second quarter of 2005.



The Company expects to incur an increase in operating expenses during the next year from commencing the described activities related to its plans for commencement of its Firecreek oil and gas and IYSG on-line marine retail operations.



General Statement:  Factors that may affect future results:



With the exception of historical information, the matters discussed in Managements Discussion and Analysis of Financial Condition and Results of Operations 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:





14



---



* 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 activities of the Companys business activities for the six and three months ended June 30, 2004 and June 30, 2005.



I. Results of Operations



Six months ending June 30, 2005 vs. six months ending June 30, 2004



The Company had no commission revenues from its on-line yacht sales in the six months ending June 30, 2005, compared to revenues of $320,714 in the same period in 2004. Net revenues for the period were $0 as compared to $258,015 for the same period in 2004.



There were no revenues from the Companys oil and gas lease activities in the six months ending June 30, 2005.



General and administrative expense for the six months ended June 30, 2005 was $2,717,029 compared to $1,546,764 for the same period in 2004.  Most of the increase was due to professional and consulting fees associated with the Companys on-going litigation and for consulting fees associated with the Companys endeavors to secure financing and investigation of acquiring profitable businesses.



Following is a breakdown of general and administrative costs for this period versus a year ago:





|                        |  |         | June-05    |         | June-04   
|----------------------- |  | ------- | ---------- | ------- | ----------
|                        |  |         |            |         |           
|Advertising & promotion |  | $42,610 |            | $18,933
|Bank charges            |  |         | 1,190      |         | 0         
|Debt procurement        |  |         | 616,008    |         | 0         
|Consulting              |  |         | 500,120    |         | 958,692   
|Data processing         |  |         | 19,219     |         | 0         
|Depreciation            |  |         | 459        |         | 189,604   
|Engineering             |  |         | 354        |         | 1,500     
|Administration          |  |         | 95,598     |         | 25,350    
|Payroll                 |  |         | 120,202    |         | 12,039    
|Postage & delivery      |  | 2,204   |            | 0      
|Printing                |  |         | 1,774      |         | 0         
|Professional fees       |  |         | 928,198    |         | 292,574   
|Rent & utilities        |  |         | 131,282    |         | 11,823    
|Repairs & maintenance   |  | 72,899  |            | 2,504  
|Research                |  |         | 77,662     |         | 100       
|Misc. taxes             |  |         | 1,559      |         | 1,520     
|Telephone               |  |         | 45,307     |         | 8,718     
|Transfer agent          |  |         | 28,582     |         | 19,992    
|Travel                  |  |         | 111,037    |         | 3,415     
|                        |  |         |            |         |           
|                        |  |         |            |         |           
|Total                   |  |         | $2,796,264 |         | $1,546,764



15



---



Debt Procurement Costs of $616,008 were incurred in connection with securing financing.



Consulting Fees of $500,120 were incurred during investigations into acquiring profitable business enterprises.



Professional Fees of $928,198 were incurred in regards to on-going litigation, securing financing, and the acquisition of leads and contacts with regard to possible new business ventures.



Rent and Utilities of $131,282 includes leasing and furnishing offices in Fort Worth, Texas and Istanbul.



Travel of $111,037 was to Turkey, Russia, Romania, England, etc. in connection with the signing of agreements, negotiating contracts and arranging financing.



After deducting general and administrative costs, the Company experienced a loss from operations of $2,796,264 for the six months ended June 30, 2005 compared to an operating loss of $1,288,749 for the same period last year.



Interest expense increased in the six months ended June 30, 2005 to $1,656,298 compared to $222,361 for the same period last year.  Most of the increase in interest is due to the issuance of the debentures in April 2005.

(See Item 5 Other Information for details.)



Net loss for the six months ended June 30, 2005 was $4,452,562, or $0.05 per share, compared to a loss of $1,476,207, or $0.04 per share for the same period last year.



Three months ending June 30, 2005 vs. three months ending June 30, 2004



The Company had no revenues for the months ending June 30, 2005 as compared to $320,506 for the same period in 2004.  Management expects sales revenues to grow as new oil leases are acquired. Net revenues for the period were $0 as compared to $305,473 for the same period in 2004.



General and administrative expense for the three months ending June 30, 2005 was $1,288,749 compared to $1,075,261 in the same period in 2004.



Interest expense decreased in the three months ending June 30, 2005 to $1,639,137 compared to $206,785 in the same period in 2004.



Discussion of Financial Condition:  Liquidity and Capital Resources



At June 30, 2005 cash on hand was $573,314 as compared with $5,535 at December 31, 2004.  During the period the Company received $333,961 from shareholders and paid $588,733 of notes payable.  The Company raised $4,000,000 by issuing Convertible Debentures.



The Company has made capital expenditures of $81,822 in fiscal year 2005.



At June 30, 2005, the Company had working capital deficit of $3,701,323 compared to a working capital deficit of $1,414,977 at December 31, 2004.  Working capital increased mainly as a result of funds from the issuance of convertible debentures.



Total assets at June 30, 2005 were $654,329 as compared to $5,538 at December 31, 2004.



The Companys total stockholders equity decreased $2,368,132 from December 31, 2004 to ($4,608,047) at June 30, 2005.  Stockholders equity decreased by $2,796,264 from operating losses in the first half of 2005.  In addition, the Company issued 9,700,000 shares of common stock valued at $229,280 to consultants for services rendered in the six months ended June 30, 2005.  Finally, the Company recognized a loss of $36,613 from translating British based operations to US dollars at June 30, 2005.



16



---



ITEM 3.   CONTROLS AND PROCEDURES



Our Chief Executive Officer and Chief Financial Officer have evaluated as of the last day of the period covered by this report, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15 under the Securities Exchange Act of 1934).  This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer.  Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.



There were no changes in the Companys internal control over financial reporting (as defined in Rule f13a-15 under the Securities Act of 1934) during the quarter ended June 30,2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.





PART II.  OTHER INFORMATION



ITEM 1  LEGAL PROCEEDINGS



Previously reported litigation for Texas, Arizona, and in the UK involving our subsidiary operations (IYSG) has been settled or paid off in full during and as of end of second quarter of operations. Information on final settlement status is listed in the section on Legal Proceedings in the Registrants form SB-2 filed on July 1, 2005, as amended, and is incorporated for reference herein.



Arkansas Litigation:



As reported on Form 8-K current report filed July 26, 2005: On July 21, 2005, the Registrant received a notice from an attorney on behalf of JC Wilson Pipe and Supply, Inc. regarding certain litigation. Neither the Registrant nor its agent for service of process had received notice.  The Registrant has engaged counsel to set aside the default judgment and institute a cross complaint on its behalf.



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



Required information has been furnished in Form 8-K filings during the period covered by this Report and additionally as listed and following:



I.

On August 2, 2005, 9,500,000 shares of the Registrants series B preferred converted automatically 1 for 1 into 9,500,000 shares of its common restricted stock. The original issuance of the series B preferred stock was listed in an amended current report on Form 8-K filed on September 16, 2004, incorporated by reference herein, and further listed as follows.



(*) On July 1, 2004 the Board of Directors and or Compensation and Stock Option Committee of the Company approved for the following issuances of new Series B preferred stock, par value $0.001 per share, as additional consideration in behalf of the Agreement with Firecreek, to the following persons, with effective dates later determined as part of the ongoing closing processes in conformance with the terms of the Agreement including those listed in section 1.c.(ii) therein, and other subsequent additions, if any, directed by the Executive Management Committee. The shares were issued pursuant to a private placement and carry a rule 144 legend. The shares were issued pursuant to an exemption from registration as provided in Section 4(2) of the Securities Act of 1933. The shares are covered under the Registrants final Voting Agreement. The date for all the original Series B preferred stock issuances is August 2, 2004. The shares in accordance with their rights, preferences, and designations have subsequently converted automatically into common stock effective as of August 2, 2005.







17



---



|                                       |      |          | Share        |  |                        |  |                  
|-------------------------------------- | ---- | -------- | ------------ |  | ---------------------- |  | -----------------
|                                       |      |          | Amount       |  | Type of                |  | Fair Market Value
|Name and Address                       |      | Date     | Common Stock |  | Consideration          |  | of Consideration 
|Gregg Fryett                           | (1)  | 8/2/2005 | 1,000,000    |  | Addl. Consideration in |  | 138,000          
|50 Reddenhill Road                     |      |          |              |  | Behalf of Agreement w/ | 
|Torquay Devon                          |      |          |              |  | Firecreek Petroleum    |  |                  
|TQ1 3RR UK                             |      |          |              |  |                        |  |                  
|                                       |      |          |              |  |                        |  |                  
|Dennis R. Alexander                    | (2)  | 8/2/2005 | 1,000,000    |  | Addl. Consideration in |  | 234,600          
|5423 E. Piping Rock Road               |      |          |              |  | Behalf of Agreement w/ | 
|Scottsdale, Arizona 85254              |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|John R. Taylor                         | (3)  | 8/2/2005 | 1,700,000    |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|John R. Taylor-Gifts                   |      | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|Ben E. Taylor Irrevocable Living Trust | (4)  |          |              |  | Behalf of Agreement w/ | 
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Firecreek Petroleum    |  |                  
|Fort Worth, TX  76116                  |      |          |              |  |                        |  |                  
|                                       |      |          |              |  |                        |  |                  
|Ben R. Taylor Living Trust             | (5)  | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|Cheryl Cashion 1998 Family Trust       | (6)  | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|Joseph S. Behm                         | (7)  | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|Ann M. Adams                           | (8)  | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|John Russell Taylor                    | (9)  | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|John Dustin Taylor                     | (10) | 8/2/2005 | 100,000      |  | Addl. Consideration in |  | 13,800           
|6777 Camp Bowie Blvd., Suite 332       |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116                  |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|William E. Merritt                     | (11) | 8/2/2005 | 2,400,000    |  | Addl. Consideration in |  | 331,200          
|933 East Ridge Court                   |      |          |              |  | Behalf of Agreement w/ | 
|Grapevine, TX  76051                   |      |          |              |  | Firecreek Petroleum    |  |                  
|                                       |      |          |              |  |                        |  |                  
|George B. Faulder                      | (12) | 8/2/2005 | 2,400,000    |  | Addl. Consideration in |  | 331,200          
|2800 S. Hulen, Suite 200               |      |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76109                  |      |          |              |  | Firecreek Petroleum    |  |                  



(*)$1,145,400 of the financing proceeds in the immediately preceding table were used primarily for additional consideration in behalf of Agreement with Firecreek Petroleum.

(1)   Gregg Fryett is CEO and Director of the Company.



(2)   Dennis R. Alexander is Chairman and CFO of the Company.

(3)   John R. Taylor is President and Director of the Company.

(4)   Ben E. Taylor Irrevocable Living Trust is not an affiliate, director, or officer of the Company.

(5)   Ben R. Taylor Living Trust is not an affiliate, director, or officer of the Company.

(6)   Cheryl Cashion 1998 Family Trust is not an affiliate, director, or officer of the Company.

(7)   Joseph S. Behm is not an affiliate, director, or officer of the Company.

(8)   Ann M. Adams is not an affiliate, director, or officer of the Company.

(9)   John Russell Taylor is not an affiliate, director, or officer of the Company.

(10) John Dustin Taylor is not an affiliate, director, or officer of the Company.

(11) William E. Merritt is Executive Vice President, Director, and General Counsel for the Company.

(12) George B. Faulder is Vice President and Director of the Company.



II.

On August 2, 2005, shareholders owning and controlling 1,367,991 shares of the Registrants outstanding 2,566,831 shares of series A preferred stock elected by notice to the Registrant to convert their series A preferred automatically 1 for 1 into 1,367,991 shares of the Registrants common restricted stock. The original issuance of the series A preferred stock was listed in an amended current report on Form 8-K filed on September 16, 2004, incorporated by reference herein, and further listed as follows.



(*) Pursuant to majority consent of the principal Shareholders obtained on June 17th 2004, the Board of Directors of the Registrant approved for the issuance, of new Series A preferred stock, par value $0.001 per share on July 1, 2004, as consideration in behalf of the Merger Exchange Agreement with Firecreek Petroleum, Inc, which later became effective for issuance on August 2, 2004. Certain persons have recently elected to convert their preferred series A holdings to common stock, further listed below. The shares were issued pursuant to a private placement and carry a rule 144 legend. The shares were issued pursuant to an exemption from registration as provided in Section 4(2) of the Securities Act of 1933. The shares are also covered under the Registrants final Voting Agreement. The date for all the original Series A preferred stock issuances including those listed below is August 2, 2004. In accordance with their rights, preferences, and designations the following holders of Series A preferred stock have elected to convert each of their holdings into common stock effective as of August 2, 2005.



18



---



|                                 |     |          | Share        |  |                        |  |                  
|-------------------------------- | --- | -------- | ------------ |  | ---------------------- |  | -----------------
|                                 |     |          | Amount       |  | Type of                |  | Fair Market Value
|Name and Address                 |     | Date     | Common Stock |  | Consideration          |  | of Consideration 
|John R. Taylor                   | (1) | 8/2/2005 | 798,870      |  | Addl. Consideration in |  | 110,244          
|6777 Camp Bowie Blvd., Suite 332 |     |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76116            |     |          |              |  | Firecreek Petroleum    |  |                  
|                                 |     |          |              |  |                        |  |                  
|William E. Merritt               | (2) | 8/2/2005 | 150,000      |  | Consideration in       |  | 20,700           
|933 East Ridge Court             |     |          |              |  | Behalf of Agreement w/ | 
|Grapevine, TX  76051             |     |          |              |  | Firecreek Petroleum    |  |                  
|                                 |     |          |              |  |                        |  |                  
|George B. Faulder                | (3) | 8/2/2005 | 419,121      |  | Consideration in       |  | 60,875           
|2800 S. Hulen, Suite 200         |     |          |              |  | Behalf of Agreement w/ | 
|Fort Worth, TX  76109            |     |          |              |  | Firecreek Petroleum    |  |                  
|                                 |     |          |              |  |                        |  |                  



(*)$191,819 of the financing proceeds in the immediately preceding table were used primarily for consideration in behalf of the Merger Exchange Agreement with Firecreek Petroleum, Inc.



(1)  John R. Taylor is President and Director of the Company.

(2) William E. Merritt is Executive Vice President, Director, and General Counsel for the Company.

(3) George B. Faulder is Vice President and Director of the Company.



ITEM 3  DEFAULTS UPON SENIOR SECURITIES



None



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



(1)  On April 7, 2005, by written consent in lieu of a meeting, shareholders who collectively owned approximately 60.23% of our common and preferred voting stock, consented in writing to the election of the following directors:



Name

Age

Position

Dennis R. Alexander

51

Chairman

Gregg Fryett

37

Director

John R. Taylor

60

Director

William E. Merritt

61

Director

Charles Alliban

54

Director

George B. Faulder

62

Director

Peter Fryett

63

Director

Dr. Mousa Hawamdah

57

Director

Mike Norman

47

Director





19



---



(2)  On April 27, 2005, consenting shareholders owning approximately 57.93% of our Common Stock consented to the following actions:



a.) For the Board of Directors, one or more, its Chairman, CEO or President to authorize amendment of the Companys Articles of Incorporation to be filed with the Nevada Secretary of State. Please see information included in this report listed under Item 9.01 (c), attached on Exhibit No. 3.1 regarding the Articles of Amendment to the Articles of Incorporation of EGPI Firecreek, Inc.



b.) For the Board of Directors, without needing further consent of the Shareholders, to do all things necessary, requisite, in the best interests of the Company, to obtain on best possible terms a minimum of Fifty Million ($50,000,000) Dollars, or any part or parcel thereof, for ramp up activities and project requirements to facilitate planned commencement of its oil and gas operations. This would be in addition to the February 15, 2005 majority consent obtained from the shareholders for the directors, to obtain a bridging facility and plan of finance of up to Four Million Five Hundred ($4,500,000) Dollars. Amounts above $54,500,000 was determined to not require additional shareholder action or vote unless a merger offer is tendered, or such vote is deemed necessary by the Board of Directors, or as may otherwise then be required by law.



For additional information please see current report on Form 8-K filed May 3, 2005 and incorporated herein by reference.



ITEM 5  OTHER INFORMATION



The Registrant continues to work towards securing financing for its proposed deployment of planned oil and gas operations overseas.



In April 2005, The Company issued 900,000 shares of C preferred stock (sub series C-1) to consultants and management in exchange for rights obtained in connection with the Firecreek Petroleum, Inc. acquisition in June and July 2004.



On April 28, 2005, the Articles of Incorporation were revised to increase total authorized capital stock from 430,000,000 shares to 980,000,000 shares. Authorized par value $.001 common voting stock is increased from the previous 350,000,000 shares to 900,000,000 shares. The Companys authorized capital stock includes non-voting common stock, and preferred stock which authorized amounts and par value per share remains unchanged.



On May 6, 2005, the Company received USD $1,250,000, which is the first disbursement of a three step plan of finance in the aggregate totaling USD $3,000,000 from AJW Partners and others.



On May 6, 2005 the Registrant initiated and subsequently completed a full redemption of all debentures and debenture debt outstanding held by HEM Mutual Assurance, LLC.



On May 19, 2005, the Registrant received USD $2,000,000, the first disbursement of a three step plan of finance in the aggregate totaling USD $4,000,000 from Tirion Group, Inc.



On May 19, 2005 the Registrant initiated to complete a full redemption and prepayment of all debentures and debenture debt outstanding held by AJW Partners and others, and deposited into escrow the appropriate funds.



On May 21, 2005 the Board of Directors approved the Lease Agreement for Firecreek Petroleum presented to the Board of Directors for the leasing of 5,432 square feet of space on the second floor of Camp Bowie Center, 6777 Camp Bowie Blvd., Fort Worth, Texas 76116. The lease is an exhibit to this Report.



On May 31, 2005 the Registrant entered into a letter Agreement for the Repurchase of Warrants and Issuance of Shares. AJW Partners and others agreed to a tender back of all Warrant Agreements to the Registrant for the sum of $80,000 cash and the issuance of 4 million restricted common shares with registration rights and further containing buy back provisions. The swap transaction completed on or before June 3, 2005 whereon the Registrant retired and cancelled all of the Warrant Agreements held by AJW Partners and others. The Registrant subsequently repurchased the 4 million shares on June 20, 2005 for $150,000 dollars during the buy back period provided therein, and retired the shares to the Companys treasury.

On June 14, 2005 the Board of Directors of the Registrant approved the signing of a Fee Protection Agreement with DLM Asset Management (DLM) in connection with utilizing DLM in the area of raising various forms of financing and business development. Pursuant to the Agreement, we are required to pay to DLM ten percent (10%) cash compensation and ten percent  (10%) warrant compensation on the first $4,000,000 that the Company receives. As of June 16, 2005 the Registrant has paid in the aggregate a total of $400,000, excluding expenses, to DLM on behalf of its plan of finance with Tirion, and includes term provisions whereon the we have agreed to include 5-Year Warrants exercisable into 6,700,000 shares of common stock at $.06 strike price per share as part of DLMs compensation. We have agreed to grant certain registration rights in connection with their shares, which are included in this registration statement. The term of our agreement with DLM is for one year.

On June 16, 2005 the Registrant received an additional USD $2,000,000, completing its USD $4,000,000 plan of finance with Tirion Group, Inc.



On June 17, 2005 we began preparation to commence with a full buy back of 4 million restricted common shares with registration rights issued on May 31, 2005 to AJW Partners as part of the rights provided to us pursuant to a transaction previously reported on June 2, 2005. We completed this transaction on June 22, 2005.



Regarding our previous plan of finance with AJW Partners, now fully repaid as previously reported: We have paid Sapphire Consulting and Confin International Investments (Consultants) a total of $125,000 cash to date for fees related to the Registrants previous plan of finance with AJW Partners, and further in behalf of an uncompleted tri party Consulting and Finders Agreement Dated April 27, 2005 between Sapphire Consulting and Confin International Investments (Consultants) and the Company. The Agreement, executed by Mr. Gregg Fryett, our CEO has been in constant negotiation with Consultants as to the final determination of terms therein regarding additional stock compensation interpretation presented by Sapphire Consulting and or Consultants, which is not suitable to the Board of Directors, and Management, and therewith not authorized by the Board in its present form. Therefore we pursuant to Directive of the Board on July 12, 2005 has independently authorized a maximum 6,250,000 5-Year Warrants with strike price of $0.02 per share, and further as the final compensation amount to be granted, which is subject to withdrawal or cancellation by the Board at any time for reasonable cause. At present, of the total 6,250,000 Warrants to be provided to Consultants, 40% of the total Warrants thereof or 2,500,000 will be listed and available to Sapphire Consulting and 60% of the total Warrants thereof or 3,750,000 will be listed and available to Confin International Investments.



Regarding our previous plan of financing with AJW Partners, we have agreed to provide John Brigandi 625,000 5-Year Warrants with strike price of $0.02 per share as consulting bonus for his consulting work on the AJW transaction. John Brigandi received $19,000 cash compensation to date.



On June 28, 2005 the Registrant entered into an equity line credit agreement with Dutchess Advisors, LLC (Dutchess). Pursuant to this Agreement, Dutchess shall commit to purchase up to $25,000,000 of the Companys Common Stock over the course of 36 months (Line Period), after a registration statement has been declared effective. The amount that the Company shall be entitled to request from each of the purchase Puts, shall be equal to either 1) $100,000 or 2) 200% of the averaged daily volume (U.S market only) (ADV) multiplied by the average of the 3 daily closing prices immediately preceding the Put Date.  The ADV shall be computed using the ten (10) trading days prior to the Put Date. The 5 consecutive trading days immediately after the Put Date. The lowest closing bid price of the Common Stock during the Pricing Period. The Purchase Price shall be set at 95% of the Market Price. The date that the Investor receives Put Notice of draw down by Company of a portion of the Line. There are put restrictions applied on days between the Put Date and the Closing Date with respect to that Put.  During this time, the Company shall not be entitled to deliver another Put Notice.



The Registrant shall automatically withdraw that portion of the put notice amount, if the Market Price with respect to that Put does not meet the Minimum Acceptable Price.  The Minimum Acceptable Price is defined as 75% of the closing bid price of the common stock for the ten (10) trading days prior to the PutDate. In connection with the equity line, the Registrant has agreed to pay U.S. Euro Securities, as placement agent, two percent (2%) of the gross proceeds from each Put to a maximum ten thousand dollars ($10,000).



On June 30, 2005 the Registrant accepted the resignation of Michael Norman, a Director.



In June and July, the Registrant entered into the following material definitive agreements: Agreement Regarding Future Operations, Between The Sahara Group, Inc. And Firecreek Petroleum, Inc.;  Addition One To The General Agreement On Strategic Partnership And Joint Activity, (Russia); Addition Two to The General Agreement On Strategic Partnership And Joint Activity, (Russia); Agreement For Projects, (Russia); Agreement For Purchase And Sale Of 51% Of Stock Of Transnafta Center, (Kazakhstan). Information on these Agreements and Exhibits can be found in the Registrants current Report, as amended, on Form 8K, filed on July 5, 2005 and is herein incorporated by reference.



On July 12, 2005, The Company issued 2,025,000 shares of sub series C-2 preferred stock to consultants and management of which 410,000 shares were issued for additional consideration pursuant to, and in behalf of an Agreement Regarding Future Operations with The Sahara Group, Inc., 900,000 shares were issued in exchange for rights obtained in connection with the Firecreek Petroleum, Inc. acquisition in June and July 2004, and 715,000 shares were issued in consideration of services rendered to the Company or Firecreek Petroleum, Inc. (FPI).



On February 9, 2005, we entered into a Corporate Advisory Agreement with Antcamp Advisors LLC (Antcamp) whereby Antcamp is to provide consulting and advisory services to assist our operations, including our Firecreek Petroleum, Inc. subsidiary with operations commencing for planned development and operations for oil and gas in Kazakhstan, Russia, and other European and Central Asian countries with Joint partner Sahara Group, and other aspects of the our growth. On July 12, 2005, we entered into an Extension and Amendment of Corporate Advisory Agreement with Steven Antebi so as to extend and assign the agreement from Antcamp to Steven Antebi.  Pursuant to the Extension and Amendment, we agreed to issue to Steven Antebi 4,000,000 shares of our common stock and a five-year warrant to purchase 4,000,000 shares of common stock at an exercise price of $0.06 per share. The Agreement with Steven Antebi supersedes the agreement with AntCamp dated February 9, 2005. AntCamp is not a party to the Agreement.



20



---



ITEM 6  EXHIBITS



Exhibit No.

Description



3.1

Article of Amendment to Articles of Incorporation of EGPI Firecreek, Inc. (filed as Exhibit 99.1 to Current Report on Form 8-K dated Feb. 15, 2005, filed February 22, 2005 and incorporated herein by reference).



3.2

Updated By-Laws of Registrant, dated July 1, 2004 (filed as exhibit 2.2 to Current Report on Form 8-K dated June 4, 2004, filed July 15, 2004, and incorporated herein by reference).



3.3

Correction of Article of Amendment to Articles of Incorporation of EGPI Firecreek, Inc., filed with the Nevada Secretary of State on May 12, 2005.(1)



4,1

Form of Stock Purchase Warrant issued to AJW Partners LLC, effective May 2, 2005.(1)



4,2

Form of Stock Purchase Warrant issued to AJW Offshore Limited, effective May 2, 2005.(1)



4,3

Form of Stock Purchase Warrant issued to AJW Qualified Partners, LLC, effective May 2, 2005.(1)



4,4

Form of Stock Purchase Warrant issued to New Millenium Capital Partners II, LLC, effective May 2, 2005.(1)



10.1

Securities Purchase Agreement dated May 2, 2005.(1)



10.2

Registration Rights Agreement dated May 2, 2005.(1)



10.3

Intellectual Property Security Agreement dated May 2, 2005.(1)



10.4

Guaranty and Pledge Agreement dated May 2, 2005.(1)



10.5

Security Agreement dated May 2, 2005.(1)



10.6

Form of Callable Secured Convertible Note to AJW Partners LLC, dated May 2, 2005.(1)



10.7

Form of Callable Secured Convertible Note to AJW Offshore Limited, dated May 2, 2005.(1)



10.8

Form of Callable Secured Convertible Note to AJW Qualified Partners, LLC, dated May 2, 2005.(1)



10.9

Form of Callable Secured Convertible Note to New Millenium Capital Partners II, LLC, dated May 2, 2005.(1)



10.10

Final Voting Agreement of EGPI Firecreek (filed as exhibit 99.3 to Current Report on Form 8-K dated April 5, 2005, filed April 7, 2005 and incorporated herein by reference).



10.11

Fee Protector Agreement, dated June 14, 2005, by and between the Company and DLM Asset Management, Inc. (filed as an Exhibit to the Current Report on Form 8-K/A dated June 20, 2005 and incorporated herein by reference). *



10.12

Repurchase Agreement dated May 31,2 005, by and between the Company and AJW Partners (filed as an Exhibit to the Current Report on Form 8-K/A dated June 2, 2005 and incorporated herein by reference).



10.13

Callable Secured Convertible Note, dated May 18, 2005 issued to Tirion Group (filed as an Exhibit to Current Report on Form 8-K dated May 26, 2005 and incorporated herein by reference).



10.14

Stock Purchase Warrant, dated May 18, 2005 issued to Tirion Group (filed as an Exhibit to Current Report on Form 8-K dated May 26, 2005 and incorporated herein by reference).



10.15

Standard Office Lease between the Company and Camp Bowie Centre (filed as an Exhibit to Current Report on Form 8-K dated May 26, 2005 and incorporated herein by reference). *



10.15

Investment Agreement, dated as of June 28, 2005, by and between the Company and Dutchess Private Equities Fund, II, LP (2)



10.16

Registration Rights Agreement, dated as of June 28, 2005, by and between the Company and Dutchess Private Equities Fund, II, L.P. (2)



31.1

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



31.2

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1

CEO Certification Pursuant to 18 U.S.C. SECTION 1350



32.2

CFO Certification Pursuant to 18 U.S.C. SECTION 1350



(1)  Filed as an Exhibit to Form 10-QSB for quarter ended March 31, 2005 and incorporated herein by reference.

(2)  Filed as an Exhibit to the Companys Registration Statement on Form SB-2, SEC File Number 333-126326, filed July 1, 2005 and incorporated herein by reference.



21



---



SIGNATURE



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



EGPI FIRECREEK, INC.





/s/ Gregg Fryett

By:     Gregg Fryett

Title:  Chief Executive Officer



/s/ Dennis Alexander

By:     Dennis Alexander

Title:  Chief Financial Officer





Date:  August 23, 2005







22