UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934.

                  For the quarterly period ended June 30, 2003

                         Commission File Number: 0-32507


                             Energy Producers, Inc.
             (Exact name of registrant as specified in its charter.)

              Nevada                                        8-0345961
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      identification No.)

     7944 E. Beck Lane, Suite 200
          Scottsdale, Arizona                              85260-1774
  (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (480) 778-0488

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                   YES [X]          NO [ ]

   Indicate the number of shares  outstanding of each of the issuer's classes of
common stock as of the latest practical date:

        13,827,812  Shares of common stock issued and outstanding.



<PAGE>



                              ENERGY PRODUCERS, INC
                            (formerly Sterling Market
                                Positions, Inc.)
                                     10-QSB
                                  June 30, 2003

                                Table of Contents
                                -----------------

PART 1: FINANCIAL INFORMATION
-----------------------------

Item 1. Financial Statements

Balance Sheets - Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Balance Sheets - Liabilities and Stockholders' Equity  . . . . . . . . . . . 4

Statement of Operations-six months . . . . . . . . . . . . . . . . . . . . . 5
                       -three months . . . . . . . . . . . . . . . . . . . . 6

Statement of Stockholders' Equity  . . . . . . . . . . . . . . . . . . . . .7-8

Statement of Cash Flows  . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . .10

Item 2. Management's Discussion and Analysis
        or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . .11

Item 3. Controls and Procedures  . . . . . . . . . . . . . . . . . . . . . .13

PART II: OTHER INFORMATION
--------------------------

Item 1 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .13

Item 2 - Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .13

Item 3 - Defaults upon Senior Securities . . . . . . . . . . . . . . . . . .14

Item 4 - Submission of Matters to a Vote of Security Holders . . . . . . . .14

Item 5 - Other Information . . . . . . . . . . . . . . . . . . . . . . . . .14

Item 6 - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .14

Signature  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15



                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                           CONSOLIDATED BALANCE SHEETS

                                 BALANCE SHEETS

                    As of June 30, 2003 and December 31, 2002

                                     ASSETS

                                                     June 30,      December 31,
                                                      2003            2002
                                                  -----------      ------------
                                                  (Unaudited)
Current Assets
Cash                                              $   27,418       $   19,143
Accounts receivable                                   18,361           19,706
Inventory                                             51,825           50,507
Notes and other receivables                            2,500            2,500
Prepaid expenses                                      20,237           13,837
                                                   ---------        ---------

         Total Current Assets                        120,341          105,693
                                                   ---------        ---------

Property and Equipment:
Land                                                   9,000            9,000
Buildings/Improvements                                47,184           47,184
Equipment                                             98,571           98,571
  Less:  accumulated depreciation                   (109,539)        (108,672)
                                                   ---------        ---------
     Net Property and Equipment                       45,216           46,083
                                                   ---------        ---------

Oil and Gas Leases                                 1,215,809        1,215,809
  Less:  accumulated amortization                   (  6,131)        (  4,851)
                                                   ---------       ----------
                                                   1,209,678        1,210,958
                                                   ---------        ---------

Total Net Properties and Equipment                 1,254,894        1,257,041
                                                   ---------        ---------

         Total Assets                             $1,375,235       $1,362,734
                                                  ==========       ==========



See accompanying notes

                                        3
<PAGE>

                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     June 30,      December 31,
                                                      2003            2002
                                                  -----------      ------------
                                                  (Unaudited)
Current Liabilities
Accounts payable                                  $   45,268       $   50,346
Taxes payable                                              0              498
Notes payable                                        355,467          326,413
Accrued interest                                     246,171          177,891
                                                   ---------        ---------

   Total Current Liabilities                         646,906          555,148
                                                   ---------        ---------

Long-term Liabilities
Notes payable                                         10,478          169,032
Due to shareholders                                1,289,003        1,202,819
                                                   ---------        ---------

   Total Long-term Liabilities                     1,299,481        1,371,851
                                                   ---------        ---------

         Total Liabilities                         1,946,387        1,926,999
                                                   ---------        ---------

Stockholders' Equity:
Common stock:
 Authorized 200,000,000
 shares at $0.001 par value.
 Issued and outstanding at
 June 30, 2003 13,827,812;
 and 12,017,812 at December 31, 2002                  13,828           12,018

Preferred stock:
 Authorized 50,000,000
 shares at $0.001 par value.
 Issued and outstanding:  None.
Paid in capital                                      758,229          707,039
Accumulated deficit                               (1,343,209)      (1,283,322)
                                                   ---------        ---------

         Total Stockholders' Equity               (  571,152)      (  564,265)
                                                  ---------         ---------
         Total Liabilities and
          Stockholders' Equity                    $1,375,235       $1,362,734
                                                  ==========       ==========

See accompanying notes.

                                        4
<PAGE>
                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                       Six Months Ended
                                                   --------------------------
                                                    June 30,         June 30,
                                                      2003            2002
                                                   ---------        ---------
Revenues:
 Oil Revenues                                     $  148,042       $  127,458
 Cost of Sales                                      ( 41,008)        ( 31,460)
                                                   ---------        ---------
  Net Oil Revenues                                   107,034           95,998
                                                   ---------        ---------

     Subsidiary Sales                                 11,160           11,280
 Cost of Goods Sold                                 (  1,888)        (  3,719)
                                                   ---------        ---------
  Net Subsidiary Sales                                 9,272            7,561
                                                   ---------        ---------

Total Net Revenues                                   116,306          103,559
                                                   ---------        ---------
Operating Expenses:
 Depreciation and Amortization                      (  2,147)        (  1,714)
 Selling, General and Administrative                (243,211)        (184,213)
                                                   ---------        ---------

  Total Operating Expenses                          (245,358)        (185,927)
                                                   ---------        ---------

  Gain (Loss) from operations                       (129,052)        ( 82,368)
                                                   ---------        ---------

Other Income (Expense):
 Forgiveness of debt                                 147,975            -0-
 Sale of Assets                                        -0-              5,500
 Provision for federal income tax                      -0-              -0-
 Interest expense                                   ( 78,811)        ( 62,902)
                                                   ---------        ---------

  Total Other Income (Expense)                        69,164         ( 57,402)
                                                   ---------        ---------
Income (Loss) before provision for
  income taxes                                      ( 59,888)        (139,770)
Provision for income taxes                             -0-              -0-
                                                   ---------        ---------

Net Income (Loss)                                 $ ( 59,888)      $ (139,770)
                                                   =========        =========

Number of Outstanding Shares                      13,827,812       11,957,812

See accompanying notes.

                                        5
<PAGE>
                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                      Three Months Ended
                                                   --------------------------
                                                    June 30,         June 30,
                                                      2003            2002
                                                   ---------        ---------
Revenues:
 Oil Revenues                                     $   66,313       $   69,656
 Cost of Sales                                      ( 18,357)        (  9,192)
                                                   ---------        ---------
  Net Oil Revenues                                    47,956           60,464
                                                   ---------        ---------

     Subsidiary Sales                                  4,888            8,197
 Cost of Goods Sold                                 (    147)        (  2,195)
                                                   ---------        ---------
  Net Subsidiary Sales                                 4,741            6,002
                                                   ---------        ---------

Total Net Revenues                                    52,697           66,466
                                                   ---------        ---------

Operating Expenses:
 Depreciation and Amortization                      (  1,006)        (    781)
 Selling, General and Administrative                (125,139)          93,292)
                                                   ---------        ---------

  Total Operating Expenses                          (126,145)          94,073)
                                                   ---------        ---------

  Gain (Loss) from operations                       ( 73,448)        ( 27,607)
                                                   ---------        ---------

Other Income (Expense):
 Forgiveness of debt                                 147,975             -0-
 Provision for federal income tax                      -0-               -0-
 Interest expense                                   ( 44,978)        ( 34,678)
                                                   ---------        ---------

  Total Other Income (Expense)                       102,997         ( 34,678)
                                                   ---------        ---------

Income (Loss) before provision for
  income taxes                                        29,549         ( 62,285)
Provision for income taxes                             -0-              -0-
                                                   ---------        ---------

Net Income (Loss)                                 $   29,549       $ ( 62,285)
                                                   =========        =========

Number of Outstanding Shares                      13,827,812       11,957,812

See accompanying notes.

                                        6
<PAGE>
<TABLE>
<CAPTION>
                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
            From October 4, 1995 (date of inception) to June 30, 2003

                                       Common Stock       Paid in    Accumulated
                                     Shares     Amount    Capital       Deficit      Totals
                                   ----------   ------    -------    -----------    --------
<S>                                <C>          <C>       <C>        <C>            <C>
Shares issued at inception
   to initial shareholders          1,250,000    1,250                                 1,250
Capital contributed by S/H                                 71,920                     71,920
Net(loss) for year 1995                                               (   31,096)   ( 31,096)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 1995           1,250,000    1,250     71,920     (   31,096)   ( 42,074)

Capital contributed by S/H                                290,087                    290,087
Net(loss) for year 1996                                                ( 332,088)   (332,088)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 1996           1,250,000   1,250     362,007      ( 363,184)         73

Capital contributed by S/H                                 51,046                     51,046
Net(loss) for year 1997                                                 ( 51,046)   ( 51,046)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 1997           1,250,000    1,250    413,053       (414,230)         73

Capital contributed by S/H                                 71,913                     71,913
Net(loss) for year 1998                                                 ( 71,986)    (71,986)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 1998           1,250,000    1,250    484,966      ( 486,216)          0

Stock surrendered by S/H
 and retired to treasury            ( 189,023)  (  189)       189                          0
Issuance of stock for
 reverse acquisition of
 Energy Producers Group, Inc.       9,820,835    9,821    114,108                    123,929
Capital contributed by S/H                                 27,325                     27,325
Net(loss) for the year 1999                                            ( 330,323)   (330,323)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 1999          10,881,912   10,882    626,588      ( 816,539)   (179,069)

Stock issued as consideration
 for loans and other services          10,000       10      1,240                      1,250
Net gain for year 2000                                                    44,817      44,817
                                   ----------   ------    -------    -----------    --------
Balance December 31, 2000          10,891,812   10,892    627,828       (771,722)   (133,002)

Capital contributed by S/H            105,000      105     13,125                     13,230
Stock issued as consideration
 for loans and other services         745,000      745     43,842                     44,587
Net(loss) for year 2001                                                  ( 8,275)     (8,275)
                                   ----------   ------    -------    -----------    --------
Balance December 31, 2001          11,741,812   11,742    684,795       (779,997)    (83,460)

</TABLE>

(table continued on following page)

See accompanying notes.

                                       7

<PAGE>
<TABLE>
<CAPTION>
                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY, Continued
            From October 4, 1995 (date of inception) to June 30, 2003

                                       Common Stock       Paid in    Accumulated
                                     Shares     Amount    Capital       Deficit        Totals
                                   ----------   ------    -------    -----------      --------
<S>                                <C>          <C>       <C>        <C>              <C>
Balance December 31, 2001          11,741,812   11,742    684,795       (779,997)      (83,460)
Stock issued as consideration
 for loans and other services         276,000      276     22,244                       22,520
Net(loss) for year 2002                                                 (503,325)     (503,325)
                                   ----------   ------    -------    -----------      --------
Balance December 31, 2002          12,017,812   12,018    707,039     (1,283,322)     (564,265)

Stock issued as consideration
 for loans and other services       1,810,000    1,810     51,190                       53,000
Net loss for the six months
 ended June 30, 2003                                                  (   59,887)     ( 59,887)
                                   ----------   ------    -------    -----------      --------
Balance June 30, 2003              13,827,812   13,828    758,229     (1,343,209)     (571,152)
     (Unaudited)                   ==========   ======    =======    ===========     =========
</TABLE>







See accompanying notes.

                                        8
<PAGE>
                             ENERGY PRODUCERS, INC.
                   (formerly Sterling Market Positions, Inc.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                        Six Months Ended
                                                   --------------------------
                                                    June 30,         June 30,
                                                      2003            2002
                                                   ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss)                                 $ ( 59,887)      $ (139,770)
Non-cash adjustments to reconcile net income
to Net cash provided by operating activities:
 Depreciation and amortization                         2,147            1,714
 Accumulated depreciation reduction
  in connection with disposal                              -         (  5,500)
Change in assets and liabilities:
(Increase)decrease in accounts receivable              1,345         (  9,867)
(Increase)decrease in prepaid expenses              (  6,400)        (  4,500)
(Increase)decrease  in inventory                    (  1,318)           -0-
 Increase(decrease) in accounts payable             (  5,575)        (  5,334)
 Increase(decrease) in accrued expenses               68,280           14,631
                                                   ---------        ---------
Net cash provided(used) by operating activities     (  1,408)        (148,626)
                                                   ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase)decrease in notes receivable                     -                -
 Proceeds from sale (cost) of equipment                    -            5,500
 Purchase of oil properties
                                                   ---------        ---------
Net cash provided(used)by investing activities           -0-            5,500
                                                   ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                               -           16,713
 Repayment of notes payable                         (129,501)        (210,857)
 Increase in shareholder notes payable`               86,184          322,191
 Stock issued                                          1,810              216
 Contributed capital                                  51,190           13,104
                                                   ---------        ---------
Net cash provided(used) by financing activities        9,683          141,367
                                                   ---------        ---------

NET INCREASE (DECREASE) IN CASH                        8,275         (  1,759)

CASH BALANCE BEGINNING OF PERIOD                  $   19,143       $   24,803
                                                   ---------        ---------

CASH BALANCE END OF PERIOD                        $   27,418        $  23,044
                                                   =========         ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year:
 Interest                                             78,811           62,902
 Income taxes                                          -0-              -0-

See accompanying notes.

                                        9
<PAGE>

                             ENERGY PRODUCERS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Six months ended June 30, 2003
                                   (Unaudited)

NOTE 1 -UNAUDITED INTERIM INFORMATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and with the  instructions to Form 10-QSB and Regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the six-month  period ending June 30, 2003 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2003.  For further  information,  refer to the  financial
statements and footnotes  thereto  included in the company's Form 10-KSB for the
year ended December 31, 2002.

     (1) The  unaudited  financial  statements  include  the  accounts of Energy
Producers,  Inc. and include all  adjustments  (consisting  of normal  recurring
items) which are, in the opinion of management,  necessary to present fairly the
financial  position as of June 30, 2003 and the results of  operations  and cash
flows  for the six month  period  ended  June 30,  2003 and June 30,  2002.  The
results of  operations  for the  six-month  period  ended June 30,  2003 are not
necessarily indicative of the results to be expected for the entire year.

     (2) Earnings  (loss) per common  shares are based on the  weighted  average
number of shares outstanding during the period.









                                       10
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The discussion and analysis  contained herein should be read in conjunction with
the  preceding  financial  statements  and  the  information  contained  in  the
Company's  Form  10-KSB  as  amended.  Except  for  the  historical  information
contained  herein,  the matters  discussed in this Form 10-QSB  contain  forward
looking  statements  within the meaning of Section 27A of the  Securities Act of
1933,  as amended,  and 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,  that are based on management's beliefs and assumptions,
current  expectations,  estimates,  and  projections.  Statements  that  are not
historical facts, including,  without limitation,  statements which are preceded
by,  followed  by, or  include  the words  "believes,"  "anticipates,"  "plans,"
"expects,"   "may,"  "should,"  or  similar   expressions  are   forward-looking
statements. Many of the factors that will determine the Company's future results
are beyond the ability of the company to control or  predict.  These  statements
are subject to risks and uncertainties and, therefore, actual results may differ
materially.   All  subsequent  written  and  oral   forward-looking   statements
attributable  to the Company,  or persons  acting on its behalf,  are  expressed
qualified  in  their  entirety  by  these  cautionary  statements.  The  Company
disclaims any obligation to update any forward- looking  statements whether as a
result of new information, future events, or otherwise.

Important factors may include, but are not limited to: the risk of a significant
natural disaster,  the inability of the Company to insure against certain risks,
fluctuations  in commodity  prices,  the inherent  limitations in the ability to
estimate  oil and gas  reserves,  changing  government  regulations,  as well as
general market  conditions,  competition  and pricing,  and other risks detailed
from time to time in the  Company's  SEC reports,  copies of which are available
upon request from the Company.

Results of Operations

Total  revenue for the second  quarter  decreased  8.6% from  $77,853 in 2002 to
$71,201 in 2003. For the six-month  period revenues  increased 15% from $138,738
to  $159,202  in 2002 and 2003  respectively.  The  increase  in revenue for the
six-month period in 2003 was due to increased oil prices over the 2002 six-month
period.  Production and sale of oil was 4,803 barrels in the first  six-month of
2003, declining 15% from 5,624 barrels produced and sold in the first six months
of 2002.

Cost of  operations  increased  from  $11,387 to  $18,504  for the  quarter  and
increased  from $35,179 to $42,896 for the  six-month  period  primarily  due to
increased costs of operating the oil leases,  and down time for the well repairs
and maintenance.

General and  administrative  expenses increased from $93,292 to $125,139 for the
quarter and increased from $184,213 to $243,211 for the six-month period.

The Company had a net gain of $29,549 for the second quarter of 2003 compared to
a net loss of $(62,285)  for same period in 2002.  For the  six-month  period in
2003 the Company had a loss of  $(59,888)  compared to a net loss of  $(139,770)
for the same six-month period in 2002.

                                       11
<PAGE>

Liquidity and Capital Resources

During the first  six-months  of 2003,  cash used in  operating  activities  was
$1,403 and investing  activities provided no cash. Financing activities provided
$9,678  in cash.  The  Company  does not  have  enough  cash on hand to meet its
current  obligations.  Although  the  Company  believes  that it will be able to
negotiate extensions, or generate loans sufficient to meet, maintain, and remain
up to date in its current and long-term obligations.  There is no firm assurance
that it will be able to  continue  to do so, and one or more of its  obligations
could enter default, or fall behind in its payments.

The monthly cost requirement to service existing contract debt is $36,302.00 and
is expected to remain steady for the next 12 months. Extensions and roll over of
existing  loans will  allow us to  maintain  this  level of  expense  and remain
current on all existing loans.

The  Company  will  require  an  additional  $50,000  monthly  for  General  and
Administrative  expenses.  Currently,  Company  Management  and  Directors  have
provided these  expenses.  Although the Company  believes that  Management  will
continue to assist in providing funds,  there can be no firm assurance that they
will continue to do so in the long term.

The Company  anticipates  that it will be able to either  develop  its  existing
property or acquire  additional oil properties to provide increased cash flow by
debt or equity in the third to fourth  quarter of  operations.  This  additional
cash flow should allow the Company to cover its existing shortfalls.


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.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by us in  the  reports  that  we  file  under  the  Exchange  Act  is
accumulated and communicated to our management,  including  principal  executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.

There were no changes in the Company's internal control over financial reporting
(as defined in Rule 13a-15 under the  Securities Act of 1934) during the quarter
ended June 30, 2003 that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.

                                       12
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

The Company is not involved in litigation  that would have a material  effect on
the operations of the Company.

ITEM 2 - CHANGES IN SECURITIES

On May 23, 2003,  the Board of  Directors of the Company  approved by a majority
vote the filing of a Form S-8 Registration Statement for a stock incentive plan,
which was filed with the Commission May 29, 2003.

(*)The Company  issued or subscribed  for issuance  210,000 shares of its common
restricted  to the  following  persons.  The shares  were  issued  pursuant to a
private placement and carried 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.

<TABLE>
<CAPTION>
                                                                              Fair Market
                                         Share        Type of                  Value of
Name                            Date     Amount    Consideration             Consideration
----                            ----     ------    -------------             -------------
<S>                             <C>      <C>       <C>                       <C>
JR Brady (1)                    5/05/03  10,000    Stock in exchange for a   $  4,400.00
7501 El Verano Drive                               first right and letter
Bakersfield CA 93309                               of intent to purchase
                                                   business/Comanche
                                                   Point oil field.

Texas Vanguard Oil Company(1)   5/30/03  17,910    Stock as additional       $    895.50
9811 Anderson Mill Road                            consideration for loans
Austin, Texas 78750                                and other services

Karl J. Reiter (1)              5/30/03  20,896    Stock as additional       $  1,044.80
508 W. Wall, Suite 775                             consideration for loans
Midland, Texas 79101                               and other services

Black Family Partnership (1)    5/30/03  35,821    Stock as additional       $  1,791.05
P. O. Box 50820                                    consideration for loans
Midland, Texas 79710                               and other services

TMP Companies, Inc. (1)         5/30/03  17,910    Stock as additional       $    895.50
P. O. Box 3872                                     consideration for loans
Midland, Texas 79702                               and other services

Hillburn Living Trust (1)       5/30/03  35,821    Stock as additional       $  1,791.05
401 W. Texas, Suite 407                            consideration for loans
Midland, Texas 79701                               and other services

Tejon Exploration Company (1)   5/30/03  71,642    Stock as additional       $  3,582.10
400 Pine, Suite 900                                consideration for loans
Abilene, Texas 79601                               and other services
</TABLE>


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<PAGE>

----------------
(*)  $10,000.00  of  the  $14,400.00   financing  proceeds  in  the  immediately
preceding  table were used primarily for an extension  granted on the Company's
loan and note agreement with Baseline Capital, Inc, and the balance of $4,400.00
for a letter of intent and first  right of  refusal to acquire  the stock and or
assets of Comanche Point Production  Company/Comanche Point oil field located in
Bakersfield, California.

(1) The persons listed in the  immediately  preceding  table are not affiliates,
directors, or officers of the Company.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

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

The Company's major stockholders  representing  approximately 59.79% of the then
13,217,812 issued and outstanding shares of the Company's $.001 par value common
stock  voted  for  management's  nominees  for  election  as  Directors  and the
ratification  of the  appointment  of Henry C.  Schiffer,  CPA,  an  Accountancy
Corporation,  as the Company's  independent certified public accountants for the
fiscal year ending December 31, 2003. The Company  received the executed Written
Consent  from a majority of  stockholders,  effective  on April 23,  2003.  This
information was a part of the information  contained in the Company's Definitive
14C information statement filed with the Commission on May 5, 2003.

The Company's major stockholders representing approximately 56.44% majority vote
of the then 13,227,812 issued and outstanding  shares of the Company's $.001 par
value common stock voted, approved and confirmed the Board of Directors majority
vote  regarding  the filing of the Form S-8  Registration  Statement for a stock
incentive plan, which was filed with the Commission of May 29, 2003. The Company
received the executed written Consent from a majority of Stockholders, effective
on June 4, 2003.

ITEM 5 - OTHER INFORMATION:

None.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

Exhibit No.    Description
-----------    -----------

31.1           CEO Certification Pursuant to Section 302
31.2           CFO Certification Pursuant to Section 302
32.1           CEO Certification Pursuant to Section 906
32.2           CFO Certification Pursuant to Section 906


(b)    The registrant did not file any reports on Form 8-K during second quarter
ended June 30, 2003.



                                       14
<PAGE>


                                    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.

                                          ENERGY PRODUCERS, INC.


                                          /s/ Mel Herzog
                                          -----------------------
                                          By:     Mel Herzog
                                          Title:  Chairman and CEO
Date:  August 7, 2003



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