UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A



x

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



For the quarterly period ended September 30, 2007



| |                                                    | 
| | -------------------------------------------------- | 
| | EGPI FIRECREEK, INC.                               | 
| | (Exact name of registrant as specified in charter) | 



|                                               |  |                          |  |                                  
|---------------------------------------------- |  | ------------------------ |  | ---------------------------------
|NEVADA                                         |  | 0-32507                  |  | 8-0345961                        
|(State or other jurisdiction
of incorporation) |  | (Commission File Number) |  | (IRS Employer
Identification No.)



| |                                                | 
| | ---------------------------------------------- | 
| | 6564 Smoke Tree Lane Scottsdale, Arizona 85253 | 
| | (Address of principal executive offices)       | 



| |                                                      | 
| | ---------------------------------------------------- | 
| | (480) 948-6581                                       | 
| | (Registrants Telephone Number, including Area Code) | 





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  xNO o



Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)  YES  o NO x



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



As of September 30, 2007, the issuer had 429,749,872 shares of its $.001 par value common stock issued and outstanding. There are -0- shares of Series A, B, or C Preferred Stock at $.001 par value for each of the Series of Preferred, and no shares of non-voting common stock outstanding.







---

EGPI FIRECREEK, INC.

AND SUBSIDIARIES

(F/K/A ENERGY PRODUCERS, INC.)



FORM 10-QSB FOR THE QUARTER ENDED

SEPTEMBER 30, 2007



TABLE OF CONTENTS



|        |                                                           |     
|------- | --------------------------------------------------------- | ----
|        | PART 1: FINANCIAL INFORMATION                             | PAGE
|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                                           | 18
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18
|Item 3. | Defaults upon Senior Securities                             | 18
|Item 4. | Submission of Matters to a Vote of Security Holders         | 18
|Item 5. | Other Information                                           | 18
|Item 6. | Exhibits                                                    | 19
|        | Certifications                                              |   
|        | Signature                                                   | 20









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EGPI FIRECREEK, INC.

(FORMERLY ENERGY PRODUCERS, INC.)

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006



|                                                                                                                                                                      |           |              |           |   |             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ------------ | --------- | - | ------------
|                                                                                                                                                                      | Unaudited |              |           |  
|ASSETS                                                                                                                                                                | 30-Sep-07 |              | 31-Dec-06
|Current assets:                                                                                                                                                       |           |              |           |   |             
|Cash                                                                                                                                                                  | $         | 97,341       |           | $ | 14,955      
|Accounts receivable                                                                                                                                                   |           | 39,890       |           |   | 0           
|Deferred charges                                                                                                                                                      |           | 130,879      |           |   | 319,190     
|Total current assets                                                                                                                                                  | $         | 268,110      |           | $ | 334,145     
|Other assets:                                                                                                                                                         |           |              |           |   |             
|Investment in Star Energy at market                                                                                                                                   |           | 630,000      |           |   | 0           
|Deferred charges                                                                                                                                                      |           | 95,659       |           |   | 0           
|Fixed assets- net                                                                                                                                                     |           | 2,275,663    |           |   | 868,869     
|Total assets                                                                                                                                                          | $         | 3,269,432    |           | $ | 1,203,014   
|LIABILITIES AND SHAREHOLDERS' DEFICIT                                                                                                                                 |           |              |           |   |             
|Current liabilities:                                                                                                                                                  |           |              |           |   |             
|Accounts payable & accrued expenses                                                                                                                                   | $         | 765,070      |           | $ | 839,373     
|Convertible debentures payable-net                                                                                                                                    |           | 171,875      |           |   | 158,543     
|Equity line notes payable                                                                                                                                             |           | 4,894,929    |           |   | 4,345,605   
|Total current liabilities                                                                                                                                             | $         | 5,831,874    |           | $ | 5,343,521   
|Advances payable to shareholders                                                                                                                                      |           | 218,926      |           |   | 168,052     
|Convertible debentures payable-net                                                                                                                                    |           | 2,257,384    |           |   | 374,875     
|Total liabilities                                                                                                                                                     | $         | 8,308,184    |           | $ | 8,308,184   
|Shareholders' deficit:                                                                                                                                                |           |              |           |   |             
|Series A preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding                     | $         | 0            |           | $ | 0           
|Series B preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding                     |           | 0            |           |   | 0           
|Series C preferred stock, 20 million authorized, stated value $0.001,one share convertible to ten common shares, no stated dividend                                   |           | 0            |           |   | 0           
|Common stock- $0.001 par value, authorized 1,320,000,000 shares, issued and outstanding, 429,749,872at September 30, 2007 and 395,367,446 shares at December 31, 2006 | $         | 429,749      |           | $ | 395,367     
|Additional paid in capital                                                                                                                                            |           | 20,618,085   |           |   | 19,714,669  
|Other comprehensive income                                                                                                                                            |           | 63,000       |           |   | 0           
|Accumulated deficit                                                                                                                                                   |           | (26,149,586) |           |   | (24,793,470)
|Total shareholders' deficit                                                                                                                                           |           | (5,038,752)  |           |   | (4,683,434) 
|Total Liabilities & Shareholders' Deficit                                                                                                                             | $         | 3,269,432    |           | $ | 1,203,014   



See the notes to the unaudited consolidated financial statements.



3



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EGPI FIRECREEK, INC.

(FORMERLY ENERGY PRODUCERS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

(UNAUDITED)



|                                                 |             |             |             |   |              |  |              |             |  |   |            
|------------------------------------------------ | ----------- | ----------- | ----------- | - | ------------ |  | ------------ | ----------- |  | - | -----------
|                                                 | Nine Months |             | Nine Months |   | Three Months |  | Three Months
|                                                 | Unaudited   |             | Unaudited   |   | Unaudited    |  | Unaudited   
|                                                 | 30-Sep-07   |             | 30-Sep-06   |   | 30-Sep-07    |  | 30-Sep-06   
|Gross Revenues from sales                        | $           | 254,414     |             | $ | 108,748      |  | $            | 174,198     |  | $ | 58,066     
|Cost of sales                                    |             | (238,009)   |             |   | (67,645)     |  |              | (151,991)   |  |   | (33,147)   
|Net Revenues from sales                          | $           | 16,405      |             | $ | 41,103       |  | $            | 22,207      |  | $ | 24,919     
|General and administrative expenses:             |             |             |             |   |              |  |              |             |  |   |            
|General administration                           | $           | 1,261,952   |             | $ | 1,791,495    |  | $            | 441,181     |  | $ | 1,791,495  
|Total general & administrative expenses          |             | 1,261,952   |             |   | 1,791,495    |  |              | 444,181     |  |   | 690,775    
|Net loss from operations                         |             | (1,245,547) |             | $ | (1,750,392)  |  | $            | (421,974)   |  | $ | (665,856)  
|Other revenues and expenses:                     |             |             |             |   |              |  |              |             |  |   |            
|Gain on sale of asset                            |             | 667,000     |             |   | 0            |  |              | 667,000     |  |   | 0          
|Interest expense                                 |             | (777,569)   |             |   | (1,003,584)  |  |              | (360,978)   |  |   | (379,858)  
|Net loss before provision for income taxes       | $           | (1,356,116) |             | $ | (2,753,976)  |  | $            | (115,952)   |  | $ | (1,045,714)
|Provision for income taxes                       |             | 0           |             |   | 0            |  |              | 0           |  |   | 0          
|Net loss                                         | $           | (1,356,116) |             | $ | (2,753,976)  |  | $            | (115,952)   |  | $ | (1,045,714)
|Basic & fully diluted net loss per common share: |             |             |             |   |              |  |              |             |  |   |            
|Loss per share                                   | $           | (0.00)      |             | $ | (0.01)       |  | $            | (0.00)      |  | $ | 0.00       
|Weighted average of common shares outstanding:   |             |             |             |   |              |  |              |             |  |   |            
|Basic & fully diluted                            |             | 410,103,767 |             |   | 273,477,533  |  |              | 211,884,694 |  |   | 294,386,878



See the notes to the unaudited consolidated financial statements.





4



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EGPI FIRECREEK, INC.

(FORMERLY ENERGY PRODUCERS, INC.)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

(UNAUDITED)



|                                                                       |           |             |           |   |            
|---------------------------------------------------------------------- | --------- | ----------- | --------- | - | -----------
|                                                                       | Unaudited |             | Unaudited
|                                                                       | 30-Sep-07 |             | 30-Sep-06
|Operating Activities:                                                  |           |             |           |   |            
|Net loss                                                               | $         | (1,356,116) |           | $ | (2,753,976)
|Adjustments to reconcile net loss items not requiring the use of cash: |           |             |           |   |            
|Depreciation expense                                                   |           | 93,206      |           |   | 63,720     
|Amortization of beneficial conversion feature                          |           | 490,826     |           |   | 310,127    
|Consulting expense                                                     |           | 58,784      |           |   | 5,407      
|Interest expense                                                       |           | 257,800     |           |   | 693,457    
|Amortization of deferred charges                                       |           | 332,652     |           |   | 159,513    
|Gain on sale of asset                                                  |           | (567,000)   |           |   | --         
|Changes in other operating assets and liabilities :                    |           |             |           |   |            
|Accounts receivable                                                    |           | (39,337)    |           |   | (147,347)  
|Accounts payable and accrued expenses                                  |           | (74,303)    |           |   | 125,483    
|Net cash used by operations                                            | $         | (803,488)   |           | $ | (1,543,616)
|Investing activities:                                                  |           |             |           |   |            
|Purchase of Fant Ranch lease & equipment                               | $         | (1,500,000) |           | $ | 0          
|Net cash used for investing activities                                 |           | (1,500,000) |           |   | 0          
|Financing Activities:                                                  |           |             |           |   |            
|Credit equity line                                                     | $         | 435,000     |           | $ | 1,505,000  
|Convertible debenture                                                  |           | 1,900,000   |           |   | 0          
|Issuance common stock                                                  |           | 0           |           |   | 79,840     
|Warrants converted to stock                                            |           | 0           |           |   | 100,000    
|Shareholder advances received (paid)                                   |           | 50,874      |           |   | 17,649     
|Net cash provided by financing activities                              |           | 2,385,874   |           |   | 1,702,489  
|Net increase (decrease) in cash during the period                      | $         | 82,386      |           | $ | 158,873    
|Cash balance at January 1st                                            |           | 14,955      |           |   | 149,962    
|Cash balance at September 30th                                         | $         | 97,341      |           | $ | 308,835    
|Supplemental disclosures of cash flow information:                     |           |             |           |   |            
|Interest paid during the period                                        | $         | 0           |           | $ | 0          
|Income taxes paid during the period                                    | $         | 0           |           | $ | 0          



See the notes to the unaudited consolidated financial statements.





5



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EGPI FIRECREEK, INC.

(FORMERLY ENERGY PRODUCERS, INC.)

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT

FOR THE PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006



|                                  |             |  |       |         |         |   |             |  |               |              |       |       |        |  |   |            
|--------------------------------- | ----------- |  | ----- | ------- | ------- | - | ----------- |  | ------------- | ------------ | ----- | ----- | ------ |  | - | -----------
|                                  |             |  |       |         |         |   |             |  |               |              |       | Other |        | 
|                                  | Common      |  | Par   |         | Paid in |   | Accumulated |  | Comprehensive |              |      
|                                  | Shares      |  | Value |         | Capital |   | Deficit     |  | Income        |              | Total
|Balance at December 31, 2006      | 395,367,446 |  | $     | 395,367 |         | $ | 19,714,669  |  | $             | (24,793,470) |       | $     | 0      |  | $ | (4,683,434)
|Issued shares to pay equity line  | 24,239,568  |  |       | 24,240  |         |   | 119,236     |  |               |              |       |       |        |  |   | 143,476    
|Shares issued to pay consultants  | 10,142,858  |  |       | 10,142  |         |   | 48,642      |  |               |              |       |       |        |  |   | 58,784     
|Beneficial conversion feature     |             |  |       |         |         |   | 735,538     |  |               |              |       |       |        |  |   | 735,538    
|Gain on investment in Star Energy |             |  |       |         |         |   |             |  |               |              |       |       | 63,000 |  |   | 63,000     
|Net loss for the period           |             |  |       |         |         |   |             |  |               | (1,356,116)  |       |       |        |  |   | (1,356,116)
|Balance at September 30, 2007     | 429,749,872 |  | $     | 429,749 |         | $ | 20,618,085  |  | $             | (26,149,586) |       | $     | 63,000 |  | $ | (5,038,752)



|                                 |        |             |       |   |         |  |             |            |       |   |              |  |   |            
|-------------------------------- | ------ | ----------- | ----- | - | ------- |  | ----------- | ---------- | ----- | - | ------------ |  | - | -----------
|                                 | Common |             | Par   |   | Paid in |  | Accumulated |            |      
|                                 | Shares |             | Value |   | Capital |  | Deficit     |            | Total
|Balance at January 1, 2005       |        | 220,913,500 |       | $ | 220,913 |  | $           | 15,878,127 |       | $ | (20,547,650) |  | $ | (4,448,610)
|Issuance of warrants             |        |             |       |   |         |  |             | 5,407      |       |   |              |  |   | 5,407      
|Issuance of common stock         |        | 4,148,514   |       |   | 4,149   |  |             | 75,691     |       |   |              |  |   | 79,840     
|Conversion of warrants           |        | 4,000,000   |       |   | 4,000   |  |             | 96,000     |       |   |              |  |   | 100,000    
|Conversion of preferred stock    |        | 20,250,000  |       |   | 20,250  |  |             | 1,518,750  |       |   |              |  |   | 1,539,000  
|Issued shares to pay equity line |        | 48,439,432  |       |   | 48,439  |  |             | 1,030,632  |       |   |              |  |   | 1,079,072  
|Beneficial conversion feature    |        |             |       |   |         |  |             | 370,001    |       |   |              |  |   | 370,001    
|Net loss for the period          |        |             |       |   |         |  |             |            |       |   | (2,753,976)  |  |   | (2,753,976)
|Balance at September 30, 2006    |        | 297,751,446 |       | $ | 297,751 |  | $           | 18,974,608 |       | $ | (23,301,626) |  | $ | (4,029,267)



See the notes to the unaudited consolidated financial statements.



6



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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007



1.

Organization of the Company and Significant Accounting Principles



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



The Company is a 50% non controlling owner of three gas wells in Sweetwater County, Wyoming.



In December 2006, the Company increased its authorized common stock to 1,320,000,000 shares with par value of $0.001. Twenty million of these shares are non-voting.



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



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



Revenue Recognition-For its natural gas producing activities, the Company uses successful efforts costing.  Under successful efforts costing, certain identifiable costs associated with the acquisition of properties and extraction are capitalized and depreciated over the lesser of the depletion of the productive assets or its useful life.



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



Investment in Star Energy-The Company applies SFAS 115, Accounting for Certain Investments in Debt and Equity Securities,to account for its investment in Star Energy.  The Company has classified this investment as available for sale and, accordingly, gains and losses from the investment are recorded as other comprehensive income or loss in the stockholders equity section of the consolidated balance sheet.



Deferred costs-Deferred costs are costs of obtaining the equity line of credit and are amortized over the life of the loan.



Fixed Assets-Fixed assets 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 & software | 3 years
|Improvements & furniture     | 5 years
|Well lease & equipment       | 7 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.





7



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Debentures Payable-The Company applies Emerging Issues Task Force (EITF) No. 98-5, Accounting for Convertible Debt Issued with Beneficial Conversion Features.  EITF No.98-5 requires that a beneficial conversion feature be recognized upon the issuance of convertible securities with a favorable conversion feature, and the resultant beneficial conversion feature be amortized to interest expense during the period from the date of issuance to the date the securities become convertible.



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



2. Going Concern



The accompanying unaudited consolidated financial statements have been presented in accordance with generally accepted accounting principals, which assume the continuity of the Company as a going concern.  The Company has not generated sufficient revenues to cover its expenses since its inception and continues to rely on borrowings and the issuance of common and preferred stock to raise money for its business operations and plans.  This situation raises the doubt of the Companys ability to continue as a going concern



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



·

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

·

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

·

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

·

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



3. Net Loss per Share



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



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



Net loss per common share has been computed as follows:



|                         |  |             |             |           |             |             
|------------------------ |  | ----------- | ----------- | --------- | ----------- | ------------
|                         |  | 30-Sep-07   |             | 30-Sep-06
|Net loss                 |  | $           | (1,429,509) |           | $           | ($2,753,976)
|Total shares outstanding |  | 429,749,872 |             |           | 297,751,446
|Weighted average         |  | 410,103,767 |             |           | 273,477,533
|Loss per share           |  | $           | (0.00)      |           | $           | (0.01)      





8



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4. Common and Preferred Stock Transactions



During the nine months ended September 30, 2007, the Company issued 24,239,568 shares of common stock to pay down the equity line of credit.



During the nine months ended September 30, 2007, the Company issued 10,142,858 shares of common stock to pay consultants.



During the nine months ended September 30, 2006, the Company issued 4,000,000 shares for the conversion of warrants and received proceeds of $100,000.



During the nine months ended September 30, 2006, the Preferred C shareholders converted their shares to 20,250,000 shares of common stock.



During the nine months ended September 30, 2006, the Company issued 48,439,432 shares of common stock to pay down the equity line of credit.



During the first nine months ended September 30, 2006, the Company issued 4,148,514 shares of common stock and received proceeds of $79,840.



5. Fixed Assets- Net

The following is a detailed list of fixed assets:

|                                     |  |           |           |           |           |        
|------------------------------------ |  | --------- | --------- | --------- | --------- | -------
|                                     |  | 30-Sep-07 |           | 31-Dec-06
|Well leases                          |  | $         | 1,068,650 |           | $         | 475,000
|Well equipment                       |  |           | 1,310,082 |           |           | 403,732
|Computer equipment & software        |  |           | 0         |           |           | 63,676 
|Office equipment                     |  |           | 0         |           |           | 19,056 
|Improvements & furniture             |  |           | 0         |           |           | 30,166 
|Accumulated depreciation & depletion |  | (103,069) |           |           | (122,761)
|Fixed assets- net                    |  | $         | 2,275,663 |           | $         | 868,869



The Company elected to write off the assets in the former Fort Worth offices since they are no longer being used.  The computer equipment & software, office equipment, improvements and furniture assets were written of to the expense this quarter.  The Company recognized an impairment loss of $49,788 as a result.

6. Equity Credit Line

In fiscal year 2005, the Company entered into an equity line credit agreement with a financing company that committed to purchase up to $25,000,000 of the Companys stock over the course of the following 36 months. The Company has borrowed $5,495,000 against the equity line through September 30, 2007. Under the terms of the notes to the equity line agreement, the Company is obligated to pay the face value of the equity line notes in cash or an equivalent amount in common stock. Through September 30, 2007, the Company has paid $1,840,451 of the equity line by issuing 85,811,630 shares of common stock and $343,333 in cash payments.

Materially all of the assets of the Company secure the equity line notes. The notes have an effective interest rate of approximately 20%.

7.  Issuance of Warrants



A list of warrants outstanding is as follows:





9



---



|                                  |             |  |                         |      |                        |     
|--------------------------------- | ----------- |  | ----------------------- | ---- | ---------------------- | ----
|                                  | Amount      |  | Wgtd Avg Exercise Price |      | Wgtd Years to Maturity
|Outstanding at December 31, 2005  | 40,062,000  |  | $                       | 0.37 |                        | 3.24
|Issued                            | 5,500,000   |  |                         |      |                        |     
|Exercised                         | (4,000,000) |  |                         |      |                        |     
|Expired                           |             |  |                         |      |                        |     
|Outstanding at December 31, 2006  | 41,562,000  |  | $                       | 0.40 |                        | 2.72
|Issued                            | 0           |  |                         |      |                        |     
|Exercised                         | 0           |  |                         |      |                        |     
|Expired                           | 0           |  |                         |      |                        |     
|Outstanding at September 30, 2007 | 41,562,000  |  | $                       | 0.40 |                        | 1.89



The majority of the warrants are exercisable at 75% of the common stock market price 20 days prior to conversion.

8. Issuance of Convertible Debentures

During the nine months ended September 30, 2007, the Company issued a convertible debenture with a face value of $140,000 to pay an incentive fee to the holder of the equity credit line as a part of the increased borrowing. The debenture is convertible into common stock at 75% of the lowest bid price of the common stock for the fifteen days preceding conversion.  The debenture has no interest rate and matures in March 2008.  As a result of the issuance of the debentures, the Company allocated $68,871 to a beneficial conversion feature.



In June 2007, the Company issued a convertible debenture with a face value of $2,000,000 and received proceeds of $1,900,000. The debenture is convertible into common stock at 75% of the lowest bid price of the common stock for the twenty days preceding conversion with a maximum exercise price of $.015 per share.  The debenture has an interest rate of 12% and matures in June 2014.  As a result of the issuance of the debentures, the Company allocated $666,667 to a beneficial conversion feature.



The balance of the convertible debt is as follows:



|                                          |   |           |  |           |          
|----------------------------------------- | - | --------- |  | --------- | ---------
|                                          |   | 30-Sep-07 |  | 31-Dec-06
|Convertible debt payable                  | $ | 3,142,361 |  | $         | 929,375  
|Unallocated beneficial conversion feature |   | (713,103) |  |           | (395,957)
|Net convertible debt payable              | $ | 2,429,259 |  | $         | 533,418  





10



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9. Income Tax Provision

|                                                                                                                                                                                                 |           |             |           |   |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ----------- | --------- | - | -----------
|Provision for income taxes is comprised of the following:                                                                                                                                        | 30-Sep-07 |             | 30-Sep-06
|Net loss before provision for income taxes                                                                                                                                                       | $         | (1,356,116) |           | $ | (2,753,976)
|Current tax expense:                                                                                                                                                                             |           |             |           |   |            
|Federal                                                                                                                                                                                          | $         | $0          |           | $ | 0          
|State                                                                                                                                                                                            |           | 0           |           |   | 0          
|Total                                                                                                                                                                                            | $         | $0          |           | $ | 0          
|Less deferred tax benefit:                                                                                                                                                                       |           |             |           |   |            
|Timing differences                                                                                                                                                                               |           | (1,656,947) |           |   | (1,106,364)
|Allowance for recoverability                                                                                                                                                                     |           | 1,656,947   |           |   | 1,106,364  
|Provision for income taxes                                                                                                                                                                       | $         | 0           |           | $ | 0          
|A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company's effective tax rate is as follows:                                            |           |             |           |   |            
|Statutory U.S. federal rate                                                                                                                                                                      |           | 34%         |           |   | 34%        
|Statutory state and local income tax                                                                                                                                                             |           | 10%         |           |   | 10%        
|Less allowance for tax recoverability                                                                                                                                                            |           | -44%        |           |   | -44%       
|Effective rate                                                                                                                                                                                   |           | 0%          |           |   | 0%         
|Deferred income taxes are comprised of the following:                                                                                                                                            |           |             |           |   |            
|Timing differences                                                                                                                                                                               | $         | 1,656,947   |           | $ | 1,106,364  
|Allowance for recoverability                                                                                                                                                                     |           | (1,656,947) |           |   | (1,106,364)
|Deferred tax benefit                                                                                                                                                                             | $         | 0           |           | $ | 0          
|Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2021 and may not be recoverable upon the purchase of the Company under current IRS statutes.



10. Debt

|                                                                                                                      |   |          
|--------------------------------------------------------------------------------------------------------------------- | - | ---------
|The following is a listing of the Company's outstanding debt                                                          |   |          
|Convertible debentures  :                                                                                             |   |          
|Matures in November and December 2010, no interest, exercisable at 75% of the lowest bid 15 days preceding conversion | $ | 372,885  
|Matured in April 2007, no interest, exercisable at 75% of the lowest bid 15 days preceding conversion                 |   | 165,521  
|Matures in November 2011, no interest, exercisable at 75% of the lowest bid 15 days preceding conversion              |   | 201,104  
|Matures in March 2012, no interest, exercisable at 75% of the lowest bid 15 days preceding conversion                 |   | 100,746  
|Matures in June 2014, 12% interest, exercisable at 75% of the lowest bid 15 days preceding conversion                 |   | 1,589,003
|Total convertible debentures                                                                                          | $ | 2,429,259
|Equity line of credit:                                                                                                |   |          
|Matured in September 2006, effective interest of 18.55%                                                               | $ | 1,086,803
|Matured in November 2006, effective interest of 22.12%                                                                |   | 1,488,215
|Matured in December 2006, effective interest of 22.12%                                                                |   | 280,204  
|Matured in April 2007, effective interest of 22.12%                                                                   |   | 581,603  
|Matures in December 2007, effective interest of 17.34%                                                                |   | 1,000,050
|Matures in March 2008, effective interest of 25.68%                                                                   |   | 458,055  
|Total equity line of credit                                                                                           | $ | 4,894,930
|Unsecured advances to shareholders and officers of the                                                                |   |          
|Company- interest imputed at 20%                                                                                      | $ | 218,925  
|Total Debt                                                                                                            | $ | 7,543,114





11



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During the quarter, the Companys equity line creditor informed the Company that any penalty provisions for overdue equity line debt as per the equity line agreements would not be enforced.



10. Purchase of Fant Ranch Assets and Sale of Ukraine Interest

On July 9, 2007, the Company acquired certain tracts of land and leases located in Knox County, Texas, known as the Fant Ranch Unit for $1,538,704.52 including wells, leases and equipment and oil in the tanks owned by the seller at June 30, 2007.



In August 2007, the Company sold all of its rights to certain projects in the Ukraine that had been developed through its subsidiary, Firecreek Petroleum Inc., to Star Energy Corp. for $100,000 cash and 2.1 million shares of Stars stock.  The rights to these projects had previously been 100% impaired by the Company in 2005 and therefore all the proceeds received from the transaction has been recorded as a gain on asset sale in the consolidated statement of operations.





12



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ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Overview



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



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



The Company is currently focused on oil and gas activities in the following areas: i) Development of our domestic interests acquired in Wyoming in late 2005 for production of primarily natural gas, and Texas that is subsequent to the period of this report in the third quarter of 2007 operations, for production of oil (see other discussion herein), and ii) to a lesser extent, pursuit of and potential completion of projects overseas in Central Asian and European countries. Further, the Company has been making presentations to asset-based lenders and other financial institutions for the purpose of expanding and supporting our growth potential by development of our oil and gas operations in 2007 with a goal to increase our revenue base and cash flow; however, the Company makes no guarantees and can provide no assurances that it will be successful in these endeavors.



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



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





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General



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



Effective July 1, 2004, we acquired Firecreek Petroleum, Inc., and its subsidiary Firecreek Romania, SRL., (together Firecreek) which is a separate wholly owned subsidiary of the Company. Firecreek was focused on exploration and development specializing in the niche market of rehabilitation and enhancement of existing oilfields through modern management and state of the art technological applications internationally. Throughout 2004 and 2005, the Firecreek unit developed relationships, pursued and prepared for potential acquisitions in Romania and Libya, and through its strategic alliances developed other potential projects for acquisition located in Russia, Romania, Kazakhstan, Ukraine, and Turkey. Firecreeks business was subsequently restructured in the first quarter of 2006 (see further discussion and updates located in the Section titled (the Business) in our amended Form 10KSB/A filed October 4, 2007, incorporated herein by reference)).



Effective November 15, 2005, Firecreek purchased a 50% undivided interest in leases, wells, equipment, gas and to a lesser extent oil reserves, and other rights, located in Green River Basin, Sweetwater County, Wyoming. The project is listed under the prospect name Ten Mile Draw (TMD). We commenced with gas production in the first and second quarters of 2006, began a workover program for a third well in July of 2006 operations recently completed in March of 2007, and we are contemplating one or more additional drilling programs in the TMD area (see further update discussion listed under Item 5-Other Information herein).



On July 9, 2007, our Firecreek unit entered into an Assignment and Bill of Sale with Ward Energy LP sale acquiring a 100% working interest and corresponding 75% net revenue interest in certain tracts of land, leases, and equipment located in Knox County, Texas, more commonly known as the Fant Ranch Unit. The effective date for the transaction is July 1, 2007. There are 17 wells on line producing and selling oil, plus the addition of two more existing Fant Ranch Unit well workover programs being recently completed and online at the time prior to the filing of this report. The Companys plans are to complete operational ramp up processes, which include determining the best method(s) and additional work programs having the potential to increase production for several or all of the producing wells in the field. The Company is reviewing various methods for enhancement by cleaning and stimulating the existing wells, initiation of additional existing well workover programs, and or evaluation for the restoration of an existing non active waterflood program, or the development of new waterflood program also for enhancement of oil production (see also discussion listed under Item 5-Other Information herein). The Companys management is working with Success Oil Co., Inc., which became the Companys operator for the Fant Ranch Unit following changeover of operations with the seller Ward Energy LP, and effective for the period commencing on July 16, 2007.  Success Oil Co., Inc., is a Licensed and Bonded Operating Company, under the rules and regulations of the Railroad Commission, State of Texas.



On August 3, 2007, the Company through its wholly owned subsidiary Firecreek concluded a transaction for the sale of all rights to development works and projects historically developed in the Ukraine.



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





14



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On December 1, 2003, through our exchange merger acquisition with International Group Holdings, Ltd., as amended, we acquired a commercial and private leisure marine vessel sales brokerage and charter business, International Yacht Sales Group, Ltd. of Great Britain (IYSG) and all of its divisions, as a wholly owned subsidiary of the Company. On December 31, 2005, the Company elected to dispose of IYSG. The results of operations for this segment are included in loss from discontinued operations in the consolidated statements of operations for fiscal 2005.



I. Results of Operations



Nine months ended September 30, 2007 vs. nine months ended September 30, 2006.



There was $254,414 in total revenues generated from the Companys oil and gas lease production. Cost of sales for oil and gas production were $238,009 producing a net profit from sales of $16,405 in the first nine months of 2007 compared to $41,103 for the same period in 2006. The decrease in net sales profit during the period was attributable to softening of regional gas prices for the OPAL system, and increased expenses related to gas production activities in Wyoming attributed to additional lease operating expense costs for the third well, no. 13-9, which did not contribute significantly to revenue through the period. General and administrative costs for the first nine months of 2007 were $1,261,952 which resulted in a net loss from operations of $1,245,457.



Additionally during the latter part of the period, the Company generated $667,000 in other income from the sale of rights/assets to a third party.



General and administrative expense for the first 9 months of 2007 decreased to $1,261,952 from $1,791,495 in 2006 a decrease of 29.55%. Most of the decrease was due to further consolidation of costs related primarily to well workover costs, and subsidiary expense.



15



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|                                             |             |           |             |   |              |  |              |         |  |   |        
|-------------------------------------------- | ----------- | --------- | ----------- | - | ------------ |  | ------------ | ------- |  | - | -------
|Detail of general & administrative expenses:
|                                             | Nine Months |           | Nine Months |   | Three Months |  | Three Months
|                                             | 30-Sep-07   |           | 30-Sep-06   |   | 30-Sep-07    |  | 30-Sep-06   
|Advertising & promotion                      | $           | 0         |             | $ | 36,204       |  | $            | 0       |  | $ | 34,630 
|Administration                               |             | 87,590    |             |   | 46,142       |  |              | 76,058  |  |   | (902)  
|Bank fees                                    |             | 1,019     |             |   | 0            |  |              | 1,019   |  |   | 0      
|Relocation                                   |             | 0         |             |   | 14,800       |  |              | 0       |  |   | 14,800 
|Consulting                                   |             | 300,881   |             |   | 257,364      |  |              | 45,166  |  |   | 146,170
|Depreciation                                 |             | 0         |             |   | 63,720       |  |              | (7,932) |  |   | 25,535 
|Investor incentives/commissions              |             | 262,426   |             |   | 159,513      |  |              | 131,611 |  |   | 116,193
|Professional fees                            |             | 466,363   |             |   | 318,435      |  |              | 152,732 |  |   | 92,930 
|Press releases                               |             | 2,956     |             |   | 0            |  |              | 2,956   |  |   | 0      
|Printing                                     |             | 0         |             |   | 0            |  |              | 0       |  |   | 0      
|Postage                                      |             | 2,326     |             |   | 0            |  |              | 2,326   |  |   | 0      
|Rent & storage                               |             | 44,093    |             |   | 87,860       |  |              | 0       |  |   | 29,330 
|Research                                     |             | 0         |             |   | 11,983       |  |              | 0       |  |   | 0      
|Salaries & benefits                          |             | 0         |             |   | 193,593      |  |              | 0       |  |   | 74,984 
|Taxes                                        |             | 6,094     |             |   | 122          |  |              | 1,267   |  |   | 0      
|Telephone                                    |             | 1,336     |             |   | 29,234       |  |              | 719     |  |   | 6,222  
|Travel costs                                 |             | 0         |             |   | 98,207       |  |              | 0       |  |   | 41,841 
|Well development                             |             | 86,868    |             |   | 474,318      |  |              | 38,259  |  |   | 109,042
|Total                                        | $           | 1,261,952 |             | $ | 1,791,495    |  | $            | 444,181 |  | $ | 690,775



Administration used $87,590 for the Companys costs related to printing, office, postage, transfer agent, filing agent, accounting, and other costs.



Consulting fees of $300,881 were incurred during investigations into acquiring profitable business enterprises, corporate assistance, and advisory services.



Investor incentives in the amount of $262,426 were costs incurred relative to the issuance of new debt.



Professional fees of $466,363 which include accrued amounts were incurred in regards to legal costs, accounting, securing financing, administrative, and the acquisition of leads and contacts with regard to possible new business ventures.



Rent and storage of $44,093 was used for office lease expenses in Fort Worth, Texas for the Firecreek Petroleum operations.



Well development includes additional overage costs of $86,868 related to workover programs on the third well for our oil and gas interests held in the Ten Mile Draw project in Sweetwater County, Wyoming.



After deducting general and administrative costs, the Company experienced a loss from operations of $1,245,547 for the nine months ended September 30, 2007 compared to an operating loss of $1,750,392 for the same period last year, a decrease of 29.55%.



Interest expense decreased in the nine months ended September 30, 2007 to $777,569 compared to $1,003,584 for the same period last year. Most of the decreases in interest is due to the change in financial instrument in the first nine months of 2007.



Professional fees increased by $147,927 in the first nine months of 2007 compared to the same period in 2006.





16



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Net loss for the nine months in 2007 was $1,356,116 or ($0.00) per share compared to a loss of $2,753,976 or ($0.01) per share for nine months in 2006.



Three months ended September 30, 2007 vs Three months ended September 30, 2006



The Company had gross revenues of $174,198 for the three months ended Sept 30, 2007 as compared with revenues of $58,066 for the same period in 2006. Net loss for the period was $115,952 compared to a loss of $1,045,714 for the same period 2006. A reduction in net loss for the period was primarily attributable to the sale of rights/assets to a third party.



General and administrative expense for the three months ended September 30, 2007 was $444,181 compared to $690,775 for the same period 2006.



Interest expense decreased to $360,978 in the three months ended September 30, 2007 compared to $379,858 in the same period of 2006.



Discussion of Financial Condition: Liquidity and Capital Resources

At Sept 30, 2007 cash on hand was $97,342 as compared with $14,955 at December 31, 2006.

At Sept 30, 2007 the Company had working capital deficit of $5,563,764 compared to a working capital deficit of $5,009,375 at December 31, 2006. Working capital deficit is mainly a result of operating losses.

Total assets at September 30, 2007 were $3,269,432 compared to $1,203,014 at December 31, 2006.

The Companys total stockholders deficit increased $355,318 from December 31, 2006 to $5,038,752 at Sept 30, 2007. In addition, the Company issued 24,239,568 shares of common stock valued at $143,476 as payment against a line of credit, and 10,142,858 shares of common stock valued at $58,784 as payment for services rendered.

ITEM 3. CONTROLS AND PROCEDURES



The Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



The Company management assessed the effectiveness of the Companys internal control over financial reporting as of September 30, 2007. Management have designed such disclosure controls and procedures as defined under Rule 13a-13(e) promulgated under the Securities and Exchange Act of 1934, as amended, to ensure that material information is made known to them, particularly during the period in which this report was prepared. Based on our assessment we have concluded that, as of September 30, 2007, the Companys internal control over financial reporting is effective based on those criteria.



There have been no significant changes in internal controls or in other factors that could significantly affect financial reporting subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





17



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PART II. OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS



Please see information contained in Form 8-K filed on July 27, 2007, incorporated herein by reference. With respect to the matters in the filing: on August 9, 2007, the Company filed a general denial with the Tarrant County Court At Law, and the matter is presently held in abeyance pending further clarifications and discussions.



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



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



On June 11, 2007, the Company issued a convertible debenture with a face value of $2,000,000 and received proceeds of $1,900,000. The debenture is convertible into common stock at 75% of the lowest bid price of the common stock for the twenty days preceding conversion with a maximum exercise price of $.015 per share.  The debenture has an interest rate of 12% and matures in June 2014.



For additional information other than that furnished in this section regarding recent sales of unregistered securities please see information listed under RECENT SALES OF UNREGISTERED SECURITIES, and in exhibits and elsewhere contained in Form 10-KSB, filed April 14 2006; Form 10-KSB, filed April 12, 2005, and in our Registration Statement on Form SB-2, and listed exhibits, as amended.



ITEM 3 - DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5 - OTHER INFORMATION



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



The Company is working towards securing financing to drill three to five new gas wells in its Ten Mile Draw field, and or for acquiring additional producing oil and gas wells, equipment, and reserves with revenues. During third quarter of operations the Company elected acquiring proved producing oil properties with revenues rather than to drill new wells in the TMD. Acquiring oil production was determined during this time period to be more beneficial towards developing cash flow for the Company due to softening prices in the Wyoming region for natural gas during both the second and third quarter, and other area related technical work program considerations. The Company continues to evaluate drilling and development potentials for the TMD including timing, regional gas prices, and financial considerations.





18



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In the Ten Mile Draw field, the first workover well was on production on March 14, 2006 and the second workover well was on production in April 2006. The third workover 13-9 well was completed in March of 2007 and initially put on production. In the second quarter the 13-9 was taken off production as notified by our operator Newport Oil Corporation for the purpose of removing water and fracing fluid build up and to increase the overall potential for future production. In late October the Company approved an authorization for expenditure related to the 13-9 well (packer workover) to separate the Almond formation from the Lewis formation. Newport will attempt to reduce the water believed coming from the Almond formation, and if results are successful, to produce the Lewis formation on a commercial level.



Total workover and overrun charges attributable to our 50% working interest in the third workover well number 13-9 located in the Ten Mile Draw, Green River Basin, Wyoming; from approximately June-July 2006 totaled $598,422. Of the $598,422 the remaining balance of approximately $226,922 was paid during the first quarter of 2007 operations. The operator for the Companys interests experienced various difficulties during the workover program for the 13-9 including pipe failure during initial frac pressure testing procedures, various equipment failures, and other associated area delays and conditions.  In September 2007 our operator, Newport Oil Corporation, acting on behalf of itself and the Companys non operated interests in the Ten Mile Draw related to the well 13-9 pipe separation issue, commenced with litigation to recapture some or all of the incremental costs and expenses related thereto.



On July 9, 2007, the Company, through its Firecreek unit entered into an Assignment and Bill of Sale with Ward Energy LP (Ward) relating to the purchase and sale of certain tracts of land and leases located in Knox County, Texas, more commonly known as the Fant Ranch Unit (the Fant ranch). Pursuant to the Assignment, the Company paid to Ward the total of One Million Five Hundred Thousand ($1,500,000) dollars for the leases and equipment plus Thirty Eight Thousand Seven Hundred Four and 52/100 ($38,704.52) dollars, which is the amount agreed to be paid to Ward for oil in the tanks owned by Ward at June 30, 2007 as verified by a P1 report filed with the Railroad Commission of Texas. For additional information please see information and exhibit to a Report on Form 8-K filed on July 16, 2007, incorporated herein by reference.



On August 3, 2007, the Company through its Firecreek unit concluded a transaction for the sale of all rights to development works and projects historically developed in the Ukraine. Through the agreement the purchaser has acquired the rights to acquire licenses, permits and permissions to explore for and extract oil, natural gas or other natural resources on the territories referenced in the agreement. For additional information please see information and exhibits to a Report on Form 8-K filed on August 13, 2007, incorporated herein by reference.



Financing for proposed deployment of planned oil and gas operations in several overseas locations is proceeding slowly as international negotiations and due diligence are extremely time consuming. There can be no assurance the Company will be successful in obtaining financing for these plans, or in completing one or more international projects.



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



ITEM 6 - EXHIBITS



|            |  |                                                                            
|----------- |  | ---------------------------------------------------------------------------
|EXHIBIT No. |  | DESCRIPTION                                                                
|31.1        |  | Certification Pursuant to Section 301 of the Sarbanes-Oxley Act of 2002 (3)
|32.1        |  | Certification Pursuant to 18 U.S.C. SECTION 1350 (3)                       











19



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SIGNATURE



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



|                  |  |     |                                                | 
|----------------- |  | --- | ---------------------------------------------- | 
|                  |  |     | EGPI FIRECREEK, INC.                          
|                  |  |     |                                               
|                  |  |     |                                                | 
|November 14, 2007 |  | By: | /s/ Dennis Alexander                           | 
|                  |  |     | Dennis Alexander                               | 
|                  |  |     | Chairman, Principal Executive Officer, and CFO





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