UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549





FORM 10-QSB



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



For the quarterly period ended March 31, 2005



Commission File Number: 0-32507





EGPI FIRECREEK, INC.

(Exact name of registrant as specified in its charter.)





|NEVADA(State or other jurisdiction of
incorporation or organization) | 8-0345961(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------- | ---------------------------------------------





6564 Smoke Tree Lane

Scottsdale, Arizona 85253

(Address of principal executive offices)



(480) 948-6581

(Issuer's telephone number)



Energy Producers, Inc.

(Former name, former address, and former fiscal year if changed since last report)



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



YES  [X]          NO [  ]



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



As of March 31st, 2005, the issuer had 96,258,968 shares of its $0.001 par value common stock issued and outstanding. There are also 2,566,831 shares of Series A Preferred Stock at $.001 par value, and 9,500,000 shares of Series B Preferred Stock at $.001 par value, and no shares of non-voting common stock outstanding.

1



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EGPI FIRECREEK, INC

f/k/a Energy Producers, Inc.



10-QSB

March 31, 2005



Table of Contents



PART 1: FINANCIAL INFORMATION



Item 1. Financial Statements - Unaudited



Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3



Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4



Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5



Consolidated Statement of Changes in Shareholders' Equity . . . . . . . . . . . . . . . . . .

6



Notes to the Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . . .

7



Item 2. Management's Discussion and Analysis

or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13



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

16



PART II: OTHER INFORMATION



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

16



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

17



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

17



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

17



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

17



Item 6 - Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18



Certifications



Signature  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19





2



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EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Balance Sheets

As of March 31, 2005 and December 31, 2004

(unaudited)



|                                                                            |                                          |  |          |             |             |             | Unaudited   |           | Audited
|--------------------------------------------------------------------------- | ---------------------------------------- |  | -------- | ----------- | ----------- | ----------- | ----------- | --------- | -------
|ASSETS                                                                      |                                          |  |          |             |             | 31-Mar-05   |             | 31-Dec-04
|                                                                            |                                          |  |          |             |             |             |             |           |        
|Current assets:                                                             |                                          |  |          |             |             |             |            
|Cash & interest bearing deposits                                            |                                          |  |          | $6,807      |             | $5,538     
|Total current assets                                                        |                                          |  |          |             | 6,807       |             | 5,538      
|                                                                            |                                          |  |          |             |             |             |             |           |        
|                                                                            | Total assets                             |  |          |             |             | $6,807      |             | $5,538   
|                                                                            |                                          |  |          |             |             |             |             |           |        
|                                                                            |                                          |  |          |             |             |             |             |           |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                        |                                          |  |          |             |            
|                                                                            |                                          |  |          |             |             |             |             |           |        
|Current liabilities:                                                        |                                          |  |          |             |             |             |            
|Accounts payable & accrued expenses                                         |                                          |  | $867,079 |             | $758,780   
|Notes payable- shareholders                                                 |                                          |  |          | 561,831     |             | 573,572    
|Accrued interest payable                                                    |                                          |  |          | 88,108      |             | 80,418     
|Notes payable                                                               |                                          |  |          |             | 3,000       |             | 3,000      
|Capital lease payable- current portion                                      |                                          |  | 4,955    |             | 4,745      
|                                                                            | Total current liabilities                |  |          |             | 1,524,973   |             | 1,420,515  
|                                                                            |                                          |  |          |             |             |             |             |           |        
|Advances payable to shareholders                                            |                                          |  |          | 634,710     |             | 564,803    
|Capital lease payable- non current portion                                  |                                          |  | 3,211    |             | 4,531      
|Convertible debentures payable-net                                          |                                          |  |          | 106,650     |             | 214,441    
|                                                                            | Total liabilities                        |  |          |             |             | 2,269,544   |             | 2,204,290
|                                                                            |                                          |  |          |             |             |             |             |           |        
|Net liability of discontinued operation                                     |                                          |  | 0        |             | 29,096     
|                                                                            |                                          |  |          |             |             |             |             |           |        
|Shareholders' equity:                                                       |                                          |  |          |             |             |             |            
|Series A preferred stock, 20 million authorized, par value $0.001,one share |                                          |  |         
|convertible to one common share, no stated dividend, 2,566,831 issued       | $2,567                                   |  | $2,567  
|Series B preferred stock, 20 million authorized, par value $0.001,one share |                                          |  |         
|convertible to one common share, no stated dividend, 9,500,000 issued       | 9,500                                    |  | 9,500   
|Common stock- $.001 par value, authorized 200,000,000 shares,               |                                          |  |          |            
|issued and outstanding, 96,258,968 at March 31, 2005 and                    |                                          |  |          |            
|                                                                            | 75,247,968 shares at December 31, 2004   |  |          | 96,249      |             | 75,248     
|Additional paid in capital                                                  |                                          |  |          | 6,696,056   |             | 6,388,767  
|Accumulated deficit                                                         |                                          |  |          |             | (9,083,661) |             | (8,726,593)
|Accumulated other comprehensive loss                                        |                                          |  | 16,552   |             | 22,663     
|                                                                            | Total shareholders' equity (deficit)     |  |          | (2,274,804) |             | (2,239,915)
|                                                                            |                                          |  |          |             |             |             |             |           |        
|                                                                            | Total Liabilities & Shareholders' Equity |  |          | $6,807      |             | $5,538     
|                                                                            |                                          |  |          |             |             |             |             |           |        
|See the notes to the financial statements.                                  |                                          |  |          |             |            

3



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EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statements of Operations

For the Quarters Ended March 31, 2005 and March 31, 2004

(unaudited)





|                                                |                                         |           |         |            |            | 31-Mar-05  |            | 31-Mar-04
|----------------------------------------------- | --------------------------------------- | --------- | ------- | ---------- | ---------- | ---------- | ---------- | ---------
|Revenues:                                       |                                         |           |         |            |            |            |           
|                                                | Gross revenues                          |           |         |            | $0         |            | $208      
|                                                | Less cost of revenues                   |           |         | 0          |            | (47,666)  
|                                                | Net revenues                            |           |         |            | 0          |            | (47,458)  
|                                                |                                         |           |         |            |            |            |            |          
|General and administrative expenses:            |                                         |           |         |           
|                                                | General administration                  |           |         | 339,907    |            | 471,503   
|                                                | Total general & administrative expenses |           | 339,907 |            | 471,503   
|                                                |                                         |           |         |            |            |            |            |          
|Net loss from operations                        |                                         |           |         | (339,907)  |            | (518,961) 
|                                                |                                         |           |         |            |            |            |            |          
|Other revenues and expenses:                    |                                         |           |         |            |           
|                                                | Interest expense                        |           |         |            | (17,161)   |            | (15,576)  
|                                                |                                         |           |         |            |            |            |            |          
|Net loss before provision for income taxes      |                                         | (357,068) |         | (534,537) 
|                                                |                                         |           |         |            |            |            |            |          
|Provision for income taxes                      |                                         |           | 0       |            | 0         
|                                                |                                         |           |         |            |            |            |            |          
|Net loss                                        |                                         |           |         |            | ($357,068) |            | ($534,537)
|                                                |                                         |           |         |            |            |            |            |          
|Basic & fully diluted net loss per common share |                                         |           |         |           
|Loss from continuing operations                 |                                         |           | ($0.00) |            | ($0.01)   
|                                                |                                         |           |         |            |            |            |            |          
|Weighted average of common shares outstanding:  |                                         |           |        
|Basic & fully diluted                           |                                         |           |         | 86,857,114 |            | 36,459,568
|                                                |                                         |           |         |            |            |            |            |          
|See the notes to the financial statements.      |                                         |           |         |           



4



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EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Unaudited Consolidated Statements of Cash Flows

For the Quarters Ended March 31, 2005 and March 31, 2004

(Unaudited)





|                                                    |                                               |         |            |          |            | 31-Mar-05 |        | 31-Mar-04
|--------------------------------------------------- | --------------------------------------------- | ------- | ---------- | -------- | ---------- | --------- | ------ | ---------
|Operating Activities:                               |                                               |         |            |          |            |          
|Net loss from continuing operations                 |                                               |         | ($357,068) |          | ($534,537)
|Adjustments to reconcile net income items           |                                               |         |            |         
|not requiring the use of cash:                      |                                               |         |            |          |           
|                                                    | Depreciation expense                          |         |            | 0        |            | 78,677   
|                                                    | Amortization of beneficial conversion feature | 0       |            | 0       
|                                                    | Consulting expense                            |         |            |          | 161,280    |           | 0     
|Changes in other operating assets and liabilities : |                                               |         |           
|                                                    | Accounts receivable                           |         |            |          | 0          |           | 19,031
|                                                    | Accounts payable and accrued expenses         |         | 190,477    |          | 403,578   
|                                                    | Interest payable                              |         |            |          | 7,690      |           | 13,190
|                                                    | Deferred revenues                             |         |            |          | 0          |           | 37,915
|Net cash used by operations                         |                                               |         | 2,379      |          | 17,854    
|                                                    |                                               |         |            |          |            |           |        |          
|Financing Activities:                               |                                               |         |            |          |            |          
|                                                    | Issuance of common stock                      |         |            | 0        |            | 0        
|                                                    | Payment of bank loan                          |         |            | 0        |            | (1,500)  
|                                                    | Payment of capital lease                      |         |            | (1,110)  |            | 0        
|                                                    | Proceeds from shareholder advances            |         | 0          |          | 166,159   
|Net cash provided by financing activities           |                                               | (1,110) |            | 164,659 
|                                                    |                                               |         |            |          |            |           |        |          
|Net increase in cash during the year                |                                               |         | 1,269      |          | 182,513   
|                                                    |                                               |         |            |          |            |           |        |          
|Cash balance at beginning of the fiscal year        |                                               | 5,538   |            | 45,155  
|                                                    |                                               |         |            |          |            |           |        |          
|Cash balance at end of the fiscal year              |                                               | $6,807  |            | $227,668
|                                                    |                                               |         |            |          |            |           |        |          
|Supplemental disclosures of cash flow information:  |                                               |         |           
|Interest paid during the period                     |                                               |         | $1,574     |          | $0        
|Income taxes paid during the period                 |                                               | $0      |            | $0      
|                                                    |                                               |         |            |          |            |           |        |          
|See the notes to the financial statements.          |                                               |         |            |         









5



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EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Unaudited Consolidated Statement of Changes in Shareholders Equity

For the Quarters Ended March 31, 2005 and March 31, 2004

(unaudited)







|                            |  |            |  |           |  |            |  |              |  | Accumulated   |  |          
|--------------------------- |  | ---------- |  | --------- |  | ---------- |  | ------------ |  | ------------- |  | ---------
|                            |  |            |  |           |  |            |  |              |  | Other         |  |          
|                            |  | Common     |  | Common    |  | Paid in    |  | Accumulated  |  | Comprehensive |  |          
|                            |  | Shares     |  | Par Value |  | Capital    |  | Deficit      |  | Loss          |  | Total    
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|Balance at 1/1/04           |  | 36,088,968 |  | $36,089   |  | $2,983,534 |  | ($2,700,992) |  | ($1,310)      |  | $317,321 
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|Stock issued to consultants |  | 1,352,700  |  | 1,353     |  | 237,236    |  |              |  |               |  | 238,589  
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|Foreign currency            |  |            |  |           |  |            |  |              |  |               |  |          
|translation adjustment      |  |            |  |           |  |            |  |              |  | (13,117)      |  | (13,117) 
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|Net loss for the period     |  |            |  |           |  |            |  | (534,537)    |  |               |  | (534,537)
|                            |  |            |  |           |  |            |  |              |  |               |  |          
|Balance at 3/31/04          |  | 37,441,668 |  | $37,442   |  | $3,220,770 |  | ($3,235,529) |  | ($14,427)     |  | $8,256   





|                           |  |            |  |           |  |            |  |              |  | Other         |  |             
|-------------------------- |  | ---------- |  | --------- |  | ---------- |  | ------------ |  | ------------- |  | ------------
|                           |  | Common     |  | Common    |  | Paid in    |  | Accumulated  |  | Comprehensive |  |             
|                           |  | Shares     |  | Par Value |  | Capital    |  | Deficit      |  | Loss          |  | Total       
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Balance at January 1, 2005 |  | 75,247,968 |  | $75,248   |  | $6,388,767 |  | ($8,726,593) |  | $22,663       |  | ($2,239,915)
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Issued shares for services |  | 6,300,000  |  | 6,300     |  | 154,980    |  |              |  |               |  | 161,280     
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Conversions                |  | 14,711,000 |  | 14,711    |  | 152,309    |  |              |  |               |  | 167,010     
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Foreign currency           |  |            |  |           |  |            |  |              |  |               |  |             
|translation adjustment     |  |            |  |           |  |            |  |              |  | (6,111)       |  | (6,111)     
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Net loss for the period    |  |            |  |           |  |            |  | (357,068)    |  |               |  | (357,068)   
|                           |  |            |  |           |  |            |  |              |  |               |  |             
|Balance at March 31, 2005  |  | 96,258,968 |  | $96,249   |  | $6,696,056 |  | ($9,083,661) |  | $16,552       |  | ($2,274,804)











6



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EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Notes to the Consolidated Financial Statements

For the Quarters Ended March 31, 2005 and March 31, 2004

(unaudited)



1.

Organization of the Company and Significant Accounting Principles



The Company was incorporated in the State of Nevada October 1995 as Sterling Market Positions, Inc. Effective June 24, 1999 the Company changed its name to Energy Producers, Inc.



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



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



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



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



Consolidation-the accompanying consolidated financial statements include the accounts of the company and its wholly owned subsidiaries.  All significant inter-company balances have been eliminated.



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



Revenue Recognition-Brokeragerevenues from on-line retail yacht sales are recognized upon the completion of the transaction.



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



7



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



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



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



Office equipment

3 years

Computer hardware

3 years

Software

3 years





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



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



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



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



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



8



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Discontinued Operations- The business operations of the PSI were discontinued through a formal plan of disposal by management in December 2003. The business activity of the subsidiary is summarized in the balance sheet as net liability from discontinued operations and in the statement of operations as loss from discontinued operations.



2. Net Loss per Share



The Company applies SFAS No. 128, Earnings per Share. In accordance with SFAS No. 128, basic net loss per share has been computed based on the weighted average of common shares outstanding during the year. Diluted net loss per share gives the effect of outstanding common stock warrants convertible into common stock. The treasury stock method is used to calculate the dilutive effect of the warrants, convertible debentures and convertible preferred stock outstanding.



Warrants to purchase 4,200,000 shares of common stock were outstanding at March 31, 2005.



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



Net loss per common share has been computed as follows:



|                                      |  |            |         | 31-Mar-05  |         | 31-Mar-04
|------------------------------------- |  | ---------- | ------- | ---------- | ------- | ---------
|                                      |  |            |         |            |         |          
|Net loss from continuing operations   |  | ($357,068) |         | ($534,537)
|                                      |  |            |         |            |         |          
|Net loss from discontinued operations |  | $0         |         | $0        
|                                      |  |            |         |            |         |          
|Total shares outstanding              |  | 96,248,968 |         | 37,441,668
|                                      |  |            |         |            |         |          
|Weighted average                      |  | 86,857,114 |         | 36,459,568
|                                      |  |            |         |            |         |          
|Loss from continuing operations       |  | ($0.00)    |         | ($0.01)   
|Loss from discontinued operations     |  | 0.00       |         | 0.00      
|Loss per share                        |  |            | ($0.00) |            | ($0.01)



Options outstanding at March 31, 2005 are as follows:



|                               |  |  |  |           |  |        |  | Wgtd Avg       |  | Wgtd Years 
|------------------------------ |  |  |  | --------- |  | ------ |  | -------------- |  | -----------
|                               |  |  |  |           |  | Amount |  | Exercise Price |  | to Maturity
|                               |  |  |  |           |  |        |  |                |  |            
|Outstanding at January 1, 2005 |  |  |  | 4,200,000 |  |        |  |               
|                               |  |  |  |           |  |        |  |                |  |            
|Issued                         |  |  |  |           |  | 0      |  |                |  |            
|Expired                        |  |  |  |           |  | 0      |  |                |  |            
|                               |  |  |  |           |  |        |  |                |  |            
|Outstanding at March 31, 2005  |  |  |  | 4,200,000 |  | $0.96  |  | 2.39          



9



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3. Common Stock Transactions



During the quarter ended March 31, 2005, the Company issued 6,300,000 shares of common stock to pay $161,280 in fees for services rendered.



During the quarter ended March 31, 2005, debenture holders converted $167,010 of debt to 14,711,000 shares of common stock.



4. Commitments and Contingencies



The Company is not committed to any non-cancelable leases for office space.



The Company is the lessee of certain office equipment accounted for as a capital lease. The assets and liabilities of the capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset purchased.  Interest on the capital lease has been imputed at 17.50%.  The capital leases are amortized over the term of the lease or the estimated useful life of the asset, whichever is less.



The minimum future lease payments on the capital lease at March 31, 2005 are as follows:





|2005                                        |        |         |        |  | $6,500
|------------------------------------------- | ------ | ------- | ------ |  | ------
|2006                                        |        |         |        |  | 2,892 
|                                            |        |         |        |  |       
|Total minimum lease payments                |        |         | $9,392
|                                            |        |         |        |  |       
|Less amounts representing interest          |        | (1,226)
|                                            |        |         |        |  |       
|Present value of net minimum lease payments | $8,166



10



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5. Debt



|The following is a listing of notes payable at March 31, 2005 and December 31, 2004:         |  | 31-Mar-05 |  | 31-Dec-04
|-------------------------------------------------------------------------------------------- |  | --------- |  | ---------
|                                                                                             |  |           |  |          
|Unsecured note issued to an unaffiliated individual in March 2002                            |  |           |  |          
|at 10% due in March 2003.  The note is currently in default                                  |  | $3,000    |  | $3,000   
|                                                                                             |  |           |  |          
|Total note payable                                                                           |  | $3,000    |  | $3,000   
|                                                                                             |  |           |  |          
|                                                                                             |  |           |  |          
|                                                                                             |  |           |  |          
|The following is a listing of notes payable and advances from shareholders at March 31, 2005 |  |           |  |          
|and December 31, 2004                                                                        |  |           |  |          
|                                                                                             |  |           |  |          
|                                                                                             |  |           |  |          
|Unsecured notes due to a shareholder due on demand interest rates                            |  |           |  |          
|ranging from 12% to 18%                                                                      |  | $145,025  |  | $145,025 
|                                                                                             |  |           |  |          
|Unsecured notes due to a shareholder due on demand interest at 12%                           |  | 29,500    |  | 29,500   
|                                                                                             |  |           |  |          
|Unsecured note due to a shareholder due on demand interest at 12%                            |  | 4,000     |  | 4,000    
|                                                                                             |  |           |  |          
|Unsecured note due to a shareholder due on demand interest at 18%                            |  | 10,000    |  | 10,000   
|                                                                                             |  |           |  |          
|Judgment due on demand at interest of 8.25% due to a former                                  |  |           |  |          
|shareholder of the Company                                                                   |  | 373,306   |  | 373,306  
|                                                                                             |  |           |  |          
|Unsecured advances to shareholders and officers of the                                       |  |           |  |          
|Company with interest imputed at 10%                                                         |  | 0         |  | 11,741   
|                                                                                             |  |           |  |          
|                                                                                             |  |           |  |          
|Total advances and note payable to shareholders                                              |  | $561,831  |  | $573,572 
|                                                                                             |  |           |  |          



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6. Income Tax Provision



|Provision for income taxes is comprised of the following:                                                    |  | 31-Mar-05 |            | 31-Mar-04  
|------------------------------------------------------------------------------------------------------------ |  | --------- | ---------- | -----------
|                                                                                                             |  |           |            |            
|Net loss before provision for income taxes                                                                   |  |           | ($357,068) |            
|                                                                                                             |  |           |            |            
|Current tax expense:                                                                                         |  |           |            |            
|Federal                                                                                                      |  |           |            |            
|State                                                                                                        |  |           |            |            
|Total                                                                                                        |  |           |            |            
|                                                                                                             |  |           |            |            
|Less deferred tax benefit:                                                                                   |  |           |            |            
|Timing differences                                                                                           |  |           |            |            
|Allowance for recoverability                                                                                 |  |           |            | 3,398,413  
|Provision for income taxes                                                                                   |  |           |            | $0         
|                                                                                                             |  |           |            |            
|A reconciliation of provision for income taxes at the statutory rate to provision                            |  |          
|for income taxes at the Company's effective tax rate is as follows:                                          |  |           |           
|                                                                                                             |  |           |            |            
|Statutory U.S. federal rate                                                                                  |  |           |            | 34%        
|Statutory state and local income tax                                                                         |  |           | 10%        |            
|Less allowance for tax recoverability                                                                        |  |           | -44%       |            
|Effective rate                                                                                               |  |           |            |            
|                                                                                                             |  |           |            |            
|Deferred income taxes are comprised of the following:                                                        |  |           |            |            
|                                                                                                             |  |           |            |            
|Timing differences                                                                                           |  |           |            |            
|Allowance for recoverability                                                                                 |  |           |            | (3,398,413)
|Deferred tax benefit                                                                                         |  |           |            |            
|                                                                                                             |  |           |            |            
|Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2010 and
|may not be recoverable upon the purchase of the Company under current IRS statutes.                          |  |          





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



Overview



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



The information set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company's revenues and profitability, (ii) prospective business opportunities and (iii) the Company's strategy for financing its business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.



The Company's revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: The risk of significant natural disaster, the inability of the Company to insure against certain risks, fluctuations in commodity prices, inflationary and deflationary conditions and cycles, currency exchange rates effecting product demand, changing government regulations domestically and internationally effecting the marine industry, including various taxing authorities, VAT, OSHA, and general market conditions, competition and pricing, changes in external competitive market factors, termination of certain agreements, protocol, or inability to enter into additional oil and gas project operating agreements, inability to satisfy anticipated working capital or other cash shortage requirements, changes in or developments under domestic or foreign laws, regulations, governmental requirements or in the oil and gas industry, changes in the Company's business strategy or an inability to execute its strategy due to unanticipated changes in the market. In light of these risks and uncertainties, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.



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



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



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During fiscal year 2003, our prior segments, oil and gas leases and PSI, were disposed of and is being disposed of, respectively. The results of operations for these segments is included in loss from discontinued operations in the consolidated statements of operations for fiscal 2003.



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



Managements Discussion and Analysis of Financial Condition



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



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



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



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



General Statement:  Factors that may affect future results:



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

14



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* Inability of the company to secure additional financing



* Unexpected economic changes in the United States



* The imposition of new restrictions or regulations by government agencies that affect the Companys business activities



To the extent possible, the following discussion will highlight the activities of the Companys business activities for the quarters ended March 31, 2004 and March 31, 2005.



I. Results of Operations



Comparison of operating results



The Company had no commission revenues from its on-line yacht sales in Q2 2005.  The Company had a net loss of $41,099.



There were no revenues from the Companys oil and gas lease activities in Q1 2005.  Research and development expenditures produced a net gross loss of $284,563.



General and administrative expense for Q1 2005 decreased to $339,907 compared to $471,503 in Q1 2004, a decrease of 28%.  Most of the decrease was due to reduced operating costs.  Consulting and professional fees increased approximately $475,000 in Q1 2005 over Q1 204.



Interest expense increased slightly in Q1 2005 to $17,161 compared to $15,576 in Q1 2004.



Net loss for Q1 2005 was $357,068, or $0.00 per share compared to a loss of $534.537, or $0.01 per share for Q1 2004.



Discussion of Financial Condition:  Liquidity and Capital Resources



At March 31, 2005 cash on hand was $6,807 as compared with $5,535 at December 31, 2004.  During the period the Company received $314,680 from shareholders and paid $2,500 of a note payable.  The Company raised $350,000 by issuing Convertible Debentures.



The Company does not expect any material capital expenditures in fiscal year 2005.



At March 31, 2005, the Company had working capital deficit of $1,518,166 compared to a working capital deficit of $1,414,977 at December 31, 2004.  Working capital decreased mainly as a result of operating losses.



Total assets at March 31, 2005 were $6,807 as compared to $5,538 at December 31, 2004.



The Companys total stockholders equity decreased $34,889 from December 31, 2004 to ($2,274,804) at March 31, 2005.  Stockholders equity decreased by $357,068 from operating losses in Q1 2005.  In addition, the Company issued 6,300,000 shares of common stock valued at $161,280 to consultants for services rendered in Q1 2005.  Finally, the Company recognized a loss of $6,111 from translating British based operations to US dollars at March 31, 2005.



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ITEM 3.   CONTROLS AND PROCEDURES



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



There were no changes in the Companys internal control over financial reporting (as defined in Rule f13a-15 under the Securities Act of 1934) during the quarter ended March 31,2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.





PART II.  OTHER INFORMATION



ITEM 1  LEGAL PROCEEDINGS



Texas Litigation



Regarding the Company, which is involved in a collection matter in Federal  Court in the Western District of the State of Texas, Midland-Odessa Division, Case # M0-04-CV-026, and referenced by information and updates filed in prior Form 10-KSB for the fiscal year ended December 31, 2003, and Quarters Q1, Q2 and Q3 of fiscal year 2004, and subsequent Form 8K Reports filed thereafter, as amended: Settlement negotiations continued. In February 2005 the Company received notice that on January 26, 2005, in the United States District Court For The Western District Of Texas Midland/Odessa Division, an order was filed adopting United States Magistrate Judges earlier Report and Recommendation and thereafter, summarily, the Court accepted the Magistrate Judges recommendations and granted the Plaintiffs Motion for Entry of Default Judgment filed May 25, 2004, and Plaintiffs Motion for allowance of Attorneys fees filed October 8, 2004. Final Judgment was awarded; damages are in the amount of $159,997.47 for the balance and unpaid interest to be paid by the Company along with attorneys fees in the amount of $26,387.34. In February 2005, The Company was notified by Baseline that and Judgment notice had been brought about in process. The Company continued settlement proposals which concluded to final accepted proposal on March 30, 2005. The following states the accepted tentative proposal: A Cashiers check in the amount of $50,000.00 and 400,000 of common restricted stock of the Company on April 14, 2005. Monthly thereafter, certified cashiers check in the amount of $20,000.00 on the 14th of each month, until the balance has been paid in full. Restricted common stock in the amount of 400,000 and $50,000 has been paid at May 6, 2005. Full release of judgment will be provided by Baseline Capital upon receipt of the final payment. The Company intends to take appropriate actions to redress the wrongs it believes brought about by third parties (see more information at sub section titled Recap of Prior Fiscal Year 2003 Form 10-KSB filing related to prior oil operations in Section titled The Business).



Arizona Litigation



The Company was originally involved in a matter with Citicorp Vendor Finance, Inc. Cause No. CV2002-020461 regarding a copier lease provided for a Company that we expected to acquire. The deal did not consummate, and the company to be acquired refused to allow Citicorp entrance to reclaim the copier, and thereafter moved. Litigation subsequently proceeded to a judgment. The Company settled the litigation by a Stipulation Regarding Judgment and began to make payments. On November 15, 2004 the Company negotiated a new tentative settlement and Stipulation Regarding Judgment whereas it made a bulk payment of $5,000 to be followed by 12 final monthly installments of $833.34 until paid in full. The Company is presently current in its payments with final monthly payment due December 19, 2005.



16



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UK Litigation; International Yacht Sales Group, Ltd. (IYSG)involving its subsidiary operations



International Yacht Sales Group, Ltd. is involved in a matter in United Kingdom with a creditor Mercator Media (Mercator) for non payment on advertising invoices due in approximate amount of USD$9,000 plus legal costs added of approximately USD3,000-$4,000. IYSG management believed the bill was not owed by it but by unauthorized third parties using its name and letterhead in an inappropriate business manner during the course of a circumvention attempt. This motion was negated due instruction on IYSG letterhead. The Company in behalf of IYSG settled a statutory action made by Mercator Media by agreeing to pay the debt owed for IYSG in monthly installments beginning with a lump sum of approximately USD$3,000 followed by monthly installments of USD$2,000 per month. The lump sum initial payment was made in December 04 and therewith Mercator agreed to a 56 adjournment of the Winding-Up Petition against IYSG. The Company has made payments and balance on the debt with attorneys fees is approximately USD$4,000 remaining as of March 7, 2005, and presently at May 16, 2005 is paid in full.



There are five smaller, in the normal course of business items that become moot with receipt of funding and payment thereof. The amounts involved are approximately USD $18,310.93 and USD $25,000 for funds due to one former note holder of the EGPI Firecreek, Inc. Parent operations and four items related to accounting/consulting and other vendor type services provided to IYSG, Ltd. subsidiary operations UK, respectively. Based on verbal communications with the five parties, collection of these items is in abeyance, and being maintained by installment payments at May 16, 2005.



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



Required information has been furnished in Form 8-K filings during the period covered by this Report.



ITEM 3  DEFAULTS UPON SENIOR SECURITIES



None



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



Please see information furnished in Form 8-K Report filed on February 22, 2005 incorporated herein by reference.



ITEM 5  OTHER INFORMATION



The Registrant continues to work towards securing financing for its proposed deployment of planned oil and gas operations initially in Russia and Romania.



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



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



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



On May 6, 2005 the Registrant initiated to complete a full redemption of all debentures and debenture debt outstanding held by HEM Mutual Assurance, LLC and deposited into escrow the appropriate funds.

17



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ITEM 6  EXHIBITS



Exhibit No.

Description



3.1

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



3.2

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



3.3

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



4,1

Form of Stock Purchase Warrant issued to AJW Partners LLC, effective May 2, 2005



4,2

Form of Stock Purchase Warrant issued to AJW Offshore Limited, effective May 2, 2005



4,3

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



4,4

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



10.1

Securities Purchase Agreement dated May 2, 2005



10.2

Registration Rights Agreement dated May 2, 2005,



10.3

Intellectual Property Security Agreement dated May 2, 2005



10.4

Guaranty and Pledge Agreement dated May 2, 2005



10.5

Security Agreement dated May 2, 2005



10.6

Form of Callable Secured Convertible Note to AJW Partners LLC, dated May 2, 2005



10.7

Form of Callable Secured Convertible Note to AJW Offshore Limited, dated May 2, 2005



10.8

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



10.9

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



10.10

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



31.1

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



31.2

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



32.1

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



32.2

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



18



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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.





/s/ Gregg Fryett

By:     Gregg Fryett

Title:  Chief Executive Officer



/s/ Dennis Alexander

By:     Dennis Alexander

Title:  Chief Financial Officer





Date:  May 17, 2005





19