UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington D.C. 20549







FORM
10-K





(Mark
One)


x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934




For
the fiscal year ended December 31, 2009


or




 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934




For the
transition period from __________________ to __________________




Commission
File No. - 000-32507









EGPI
FIRECREEK, INC.


(Exact Name of Registrant as
Specified in Its Charter)




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




6564
Smoke Tree Lane Scottsdale, AZ 85253


(Address of Principal Executive
Offices) (Zip
Code)




(480)
948-6581


(Registrant’s Telephone Number, Including Area
Code)




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of Each Class
            
            Name
      of Each Exchange On Which RegisteredCommon
      Stock, $0.001 par value
            
            None




Securities
registered pursuant to Section 12(g) of the Act:




None


(Title of Class)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes o No x




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 o




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x




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




Large
      Accelerated Filero
            Accelerated
      FileroNon-Accelerated
      Filero
            Smaller
      Reporting Companyx(Do
      not check if a smaller reporting company)




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


Yes o No x




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.




The
aggregate market value of the registrant’s voting and non-voting common equity
held by non-affiliates of the registrant on the last business day of the
registrant’s most recently completed second fiscal quarter (based on the closing
sale price as reported by the National Quotation Bureau) was approximately
$643,562.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.




As of
March 31, 2009, the registrant had 76,460,069 shares of its $0.001 par value
common stock issued and outstanding. There are  no shares of Series A,
B preferred stock issued and outstanding, and 5,000 shares of its Series C
preferred stock issued and outstanding at $0.001 par value for each of the
Series of Preferred, and no shares of non-voting common stock issued and
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




No
documents are incorporated herein by reference.











EGPI
FIRECREEK, INC.


FORM
10-K


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009


INDEX





PART
      IItem
      1.
            Description
      of Business
            
            4Item
      1A.
            Risk
      Factors
            
            13Item
      1B.
            Unresolved
      Staff Comments
            
            20Item
      2.
            Description
      of Property
            
            20Item
      3.
            Legal
      Proceedings
            
            27Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            27PART
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters
            
            27Item
      6.
            Selected
      Financial Data
            
            39Item
      7.
            Management’s
      Discussion and Analysis or Plan of Operation
            
            39Item
      8.
            Financial
      Statements and Supplementary Data
            
            F-1-24Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            44Item
      9AT.
            Controls
      and Procedures
            
            44Item
      9B.
            Other
      Information
            
            45PART
      IIIItem
      10.
            Directors,
      Executive Officers, Corporate Governance
            
            47Item
      11.
            Executive
      Compensation
            
            49Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management
            
            50Item
      13.
            Certain
      Relationships And Related Transactions, And Director
      Independence
            
            52Item
      14.
            Principal
      Accountant Fees and Services
            
            56PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            
            57SIGNATURES
            
            61










This
Annual Report on Form 10-K includes 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. The Company
has based these forward-looking statements on the Company’s current expectations
and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us and
the Company’s subsidiaries that may cause the Company’s actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as
“may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue”
or the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a material difference include, but are not limited
to, those discussed elsewhere in this Annual Report, including the section
entitled “Risks Particular to the Company’s Business” and the risks discussed in
the Company’s other Securities and Exchange Commission filings. The following
discussion should be read in conjunction with the Company’s audited Consolidated
Financial Statements and related Notes thereto included elsewhere in this
report.





PART
I





ITEM
1 - DESCRIPTION OF BUSINESS




HISTORY




EGPI
Firecreek, Inc. (the “Company”, “EGPI”, “we”, “us” or “our” ) was incorporated
in the state of Nevada on October 4, 1995 as Sterling Market Positions, Inc.
with 10,000,000 shares of $.001 par value common stock authorized. Effective
June 24, 1999, the Company changed its name to Energy Producers, Inc. and
increased its authorized common shares to 50,000,000 with a par value of $0.001.
The Company’s principal place of business is 6564 Smoke Tree Lane, Scottsdale,
AZ 85253.




On August
25, 1999, the Company was acquired by Energy Producers Group, Inc., and its
wholly owned subsidiary, Producers Supply, Inc. The purpose of the acquisition
and reverse merger was to become an oil and gas company, and later diversify.
The Company focused its business on oil and gas exploration and acquiring
existing production with proven reserves.




On
December 31, 2005 the board of directors of the Company authorized the disposal
of the Company’s wholly owned subsidiary marine sales segment assets and
operations International Yacht Sales Group, Ltd. located in Torquay Devon,
United Kingdom.




In March
2006 the Company through its wholly owned subsidiary Firecreek Petroleum, Inc,
(“Firecreek”), began production and sale of natural gas from completed wells
located in Sweetwater County, Wyoming.




On
December 13, 2006, the Company increased its total authorized capital stock from
980,000,000 shares to 1,300,000,000.




On July
1, 2007 the Company through its wholly owned subsidiary Firecreek began
production and sale of oil from the Fant Ranch Unit located in Knox County,
Texas.





On July
3, 2008 the Company through its wholly owned subsidiary Firecreek began
production and sale of oil and gas from the J.B. Tubb leasehold estate located
in Ward County, Texas.





Effective
on October 8, 2008 the Company affected a one (1) for two hundred (200) reverse
stock split whereby, as of the Record Date, for every two hundred shares of
common stock then owned, each shareholder received one share of common
stock.





On
October 30, 2008 the Company’s wholly owned subsidiary Firecreek sold its 50%
undivided interest in the Ten Mile Draw natural gas leases in Sweetwater County,
Wyoming.





On
December 2, 2008 as a result of a default notice received October 24, 3008 on
Promissory Notes and Debentures held by Dutchess Private Equities Fund, Ltd
(“Dutchess”), all of the assets were transferred or disposed of.





On May
18, 2009 The Company entered into a Stock Acquisition Agreement relating to the
assignment and sale of Firecreek Petroleum, Inc., a Delaware corporation
(“FPI”).





On May
21, 2009 the Company acquired M3 Lighting, Inc. (“M3”) as a wholly owned
subsidiary via reverse triangular merger with a subsidiary of the Company. The
Company was determined to be the acquirer in the transaction for accounting
purposes. M3 principally brings key Management, strategic relationships, and is
a distributor of commercial and decorative lighting to the trade and direct to
retailers.  As part of the Merger the Company effected a name change for
its wholly owned subsidiary Malibu Holding, Inc. to Energy Producers, Inc.
(“EPI”) as a conduit for its oil and gas activities, and the Company commenced
focusing on two lines of business.





On
November 4, 2009 the Company acquired all of the issued and outstanding capital
stock of South Atlantic Traffic Corporation, a Florida corporation
(“SATCO”). SATCO has been in business since 2001 and has several offices
throughout the Southeast United States. SATCO carries a variety of products and
inventory geared primarily towards the transportation industry.





4


On
December 31, 2009, the Company’s wholly owned subsidiary Energy Producers, Inc.
acquired 50% working interests and corresponding 32% net revenue interests in
oil and gas leases, reserves, and equipment located in Shackelford, Callahan,
and Stephens counties, West Central Texas. The Company entered into
a turnkey work program included for three wells located on the
leases.




Overview




EGPI
Firecreek Inc. was formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil and natural
gas. The Company focused on oil and gas activities for development of interests
held that were acquired in Texas and Wyoming for the production of oil and
natural gas through December 2, 2008.





Based on
our earlier initiation of a program to review domestic oil and gas prospects and
targets in fiscal year 2005, we acquired non-operating oil and gas interests in
a project under the prospect named Ten Mile Draw (“TMD”) located in Sweetwater
County, Wyoming USA for the development and production of natural gas. We
commenced with natural gas production beginning approximately March 2006 forward
in the TMD. Later on in July, 2007, the Company acquired and began production of
oil at the 2,000 plus acre Fant Ranch Unit in Knox County, Texas. We entered a
rehabilitation program on the Fant Ranch in January 2008. This was followed by
the acquisition and commencement of oil and gas production at the J.B. Tubb
Leasehold Estate located in the Amoco Crawar Field in Ward County, Texas in
March, 2008. Throughout 2008, the Company sought to continue expansion and
growth for oil and gas development in its core projects area. This strategy was
centered on rehabilitation and production enhancement techniques, utilizing
modern management and technology applications in upgrading certain proven
reserves. The Company successfully increased production and revenues derived
from its properties and in late 2008, the Company then retired the majority
(over 90%) of its debt through the disposition of those improved
properties.





In early
2009, based on the continued economic downturn, credit decline, struggling
financial markets and the implementation of the federal stimulus package for
infrastructure projects, the Company embarked on two lines of business as a
strategic plan in part then transitioning from an emphasis on the oil and gas
focused business to that of an acquisition strategy focused on the
transportation industry serving federal DOT and state/local DOT agencies. In
addition, the acquisition targets being reviewed by the Company also had a
presence in the telecommunications and general construction industries. The
acquisition strategy focuses on vertically integrating manufacturing entities,
distributors and construction groups. In May 2009, the Company acquired M3
Lighting Inc. (M3) as the flagship subsidiary with key additional management
team to begin this process, and as a result on November 4, 2009, the Company
acquired all of the capital stock of South Atlantic Traffic Corporation, a
Florida corporation, which distributes a variety of products geared primarily
towards the transportation industry where it derives its revenues.




Through
2009 we continued our previous decisions to limit and wind down the historical
pursuit of our oil and gas projects overseas in Central Asian and European
countries. However, in late 2009 and in 2010, the Company began pursuing a
reentry to the oil and gas industry and again as part of our strategic plans.
The Company is currently a party to a pending agreement to acquire an entity
that owns approximately 2,100 miles of a pipeline system initially used as a
crude oil transportation system by Koch Industries. As of the date of this
report we have not closed this potential acquisition and there can be no
assurance we will close on this acquisition. On December 31, 2009, the Company,
through its wholly-owned subsidiary, Energy Producers, Inc., effectively
acquired a 50% working interest and corresponding 32% revenue interest in
certain oil and gas leases, reserves and equipment located in West Central
Texas.





For
further information related to the our history please see information in our
Form 10K and Form 10KSB Reports, as amended, filed on March 23, 2010, and July
24, 2008, respectively.





RECENT
DEVELOPMENTS





On May
18, 2009 the Company and Firecreek Global, Inc., entered into a Stock
Acquisition Agreement (the “FPI Agreement”), relating to the Firecreek Global,
Inc.’s (“Assignee”) acquisition of all of the issued and outstanding shares of
the capital stock of our then-subsidiary, Firecreek Petroleum, Inc., a Delaware
corporation (“FPI”). For further information can be found in our current Report
on Form 8-K filed on May 20, 2009, and elsewhere in this Report.





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





Effective
on November 4, 2009, the Company acquired all of the issued and outstanding
capital stock of South Atlantic Traffic Inc., a Florida corporation
(“SATCO”).  For further information please see our Current Report on Form
8-K filed November 12, 2009, and Form 8-K Amendment No. 1, filed January 22,
2010 and as further listed in this Report in the section on “The Business” and
elsewhere in this document.





As of
December 18, 2009, the Company entered into a pending agreement (the “Sierra
Agreement”) to acquire all of the issued and outstanding membership interests of
Sierra Pipeline, LLC, a Nevada limited liability Company (“Sierra”). For
additional information please see our Current Report on Form 8-K, as amended,
filed on December 29, 2009 and January 6, 2009 and as further listed in this
Report in the section on “The Business” or elsewhere in this
document.





5


On
December 31, 2009, the Company through its wholly owned subsidiary Energy
Producers, Inc. acquired interests in Oil and Gas Leases (the “Assignment”),
along with a Turn Key work program for three wells, from Whitt Oil & Gas,
Inc., (“Whitt”) a Texas corporation. We acquired 50% working interests and
corresponding 32% net revenue interests in oil and gas leases, reserves, and
equipment on 240 Acres in Shackelford, Callahan, and Stephens counties, West
Central Texas. For additional information please see our Current Report on Form
8-K, as amended, filed on December 29, 2009 and January 6, 2009. See also
additional information listed under the heading “Description of Properties”
located in this prospectus and as further listed in this Report in the section
on “The Business” or elsewhere in this document.





As of
January 15, 2010, the Company entered into a pending agreement to acquire all of
the issued and outstanding capital stock of Southwest Signal, Inc., a Florida
corporation (“SWSC”). Southwest Signal, Inc., was established in 2000 and is
engaged in all facets of the United States Intelligent Traffic Systems (ITS) /
Department of Transportation (DOT) Industry. The Company also provides services
to leading private sector clients such as Wal-Mart, Lowes and Home Depot in
addition to large private developers.  Southwest Signal, Inc. also
participates in maintenance and general bids for city, county and state funded
DOT projects. The corporate headquarters are located in Tampa Florida. For
further information please see our Current Report on Form 8-K filed on
January  22, 2009, and February 8, 2010,  as amended, and as
further listed in this Report in the section on “The Business” or elsewhere in
this document.





On March
3, 2010, the Company executed a Stock Purchase Agreement with the stockholders
of Redquartz LTD, a company formed and existing under the laws of the country of
Ireland.  Redquartz LTD has been in business for 45 years, is known
internationally and is our entrance into the European markets with respect to
Intelligent Traffic Systems (ITS) and the transportation industry as well as
expanding our relationship recently established with Cordil, Inc. for the
products sold by South Atlantic Traffic, Inc. (SATCO), a wholly owned subsidiary
of the Company. For further information please see our Current Report on Form
8-K filed on March 11, 2010,  and as provided elsewhere in this
document. The unit purchased by the Company has no assets and will result in
additional debt burden to the Company.




The
Company has been making presentations to asset-based lenders and other financial
institutions for the purpose of (i) expanding and supporting our growth
potential by development of its new line of operations for M3, and SATCO, or
acquisitions by the Company that are vertically related to M3, and SATCO, such
as SWSC and (ii) building new infrastructure for its oil and gas operations in
2009. The Company throughout its first quarter of operations for 2010 has been
pursuing projects for acquisition and development of select targeted oil and gas
proved producing properties with revenues, having upside potential and prospects
for enhancement, rehabilitation, and future development. These prospects are
primarily located in Eastern Texas, and in other core areas of the
Permian Basin.





The
Company’s goal is to rebuild our revenue base and cash flow; however, the
Company makes no guarantees and can provide no assurances that it will be
successful in these endeavors.





THE
BUSINESS




The
Company beginning May 20, 2009 has been building and integrating two line
segments of operations and facilitating plans including i) development and
redeployment of our oil and gas infrastructure which we are currently focused on
building our oil and gas operations domestically, and,  ii) generating
business geared to Department of Transportation (DOT) application including
Intelligent Lighting Systems (ITS)  inventory and systems sales to DOT
and also distribution of commercial decorative lighting to the trade and direct
to retailers.





Oil and Gas Units (line
segment of operations) Transitioning Stage





Our goal
through this line of business is to become an independent oil and gas company
engaged in the exploration, development and exploitation of crude oil and
natural gas properties primarily in the United States. We have focused our
activities on projects based in i) the Permian Basin areas of Texas, and ii)
surrounding States and regions in the U.S. for activities related to oil and gas
production, and related business and other
opportunities.





Our
business and our ability to acquire mineral rights, targeted rehabilitation
projects with upside potential, and participate in drilling activities are due
primarily to the relationships we have developed over the years with our
operating partners, and key industry advisors.  We believe our
competitive advantage lies in our ability to locate good potential oil and gas
property acquisitions, resource plays, and other business opportunities and
interests located primarily in Texas and surrounding States.





Acquisition
of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford
Counties, Texas, Three Well Program





Effective
December 31, 2009, the Company through its wholly owned subsidiary Energy
Producers, Inc. closed an Acquisition Agreement including an Assignment of
Interests in Oil and Gas Leases (the “Assignment”), with Whitt Oil & Gas,
Inc., (“Whitt”) a Texas corporation acquiring 50% working interests and
corresponding 32% net revenue interests in oil and gas leases representing the
aggregate total of 240 acre leases, reserves, three wells, and equipment located
in Callahan, Stephens, and Shakelford Counties, West Central Texas.





6


Purchase
and Work Program Costs Associated With Our Acquired Interests in the Texas,
Three Well Program





Pursuant
to the Assignment, the Company paid to Whitt the total of two hundred twenty
five thousand ($225,000) dollars for the leases, equipment, and a turnkey
work program included for three wells located on the leases. Of the $225,000 we
have allocated $163,500 for the leases and $61,500 for the existing equipment
according to our share.





Whitt Oil
and Gas, Inc. is the operator for the Company’s non operated interests and has
commenced with work programs to rehabilitate the three wells which began in
January 2010 with the goal to restore production and be online as soon as
possible. The Assignment through closing is less all credited taxes including
State, County, and or other due and owing by Whitt through the oil transfer
effective date of December 1, 2009 to the Company.  Operations upon the
transfer effective date will be handled by an Operating Agreement between the
Company and Whitt.





The
rehabilitation and enhancement programs include well repairs followed by frac
treatment for each well, namely the McWhorter No. 1 Well with perforations in
the Bend Conglomerate Formation at 4,060 to 4,068 feet, the Young No. 3 Well to
produce at 2,530 feet depth in the Palo Pinto Lime, and the Boyett Well, to
produce in the Caddo Lime at approximately 3,400 feet. For additional
information please see our Current Report on Form 8-K, as amended, filed on
December 29, 2009 and January 6, 2009. See also additional information listed
under the heading “Description of Properties”, “Supplemental Oil and Gas
Information” and listed in “Notes to the Consolidated Financial Statements”
further in this Report.





The
Material terms of the Operating Agreement with the Company include




Pursuant
to the AAPL form operating agreement Whitt is an independent contractor and
operates the subject properties on a contract basis for our share of Working
Interests (50%). Whitt will furnish the monthly Lease Operation Expense and
various activity reports to the Company’s wholly owned subsidiary Energy
Producers, Inc. Upon successful commencement of production, run checks
(payments) expected from future sales of oil and gas are to be sent to the
operator from the purchasers for oil and gas produced. Conoco is initially
designated as the gatherer for the oil and Taurus for the natural gas.
 Whitt is to administrate monthly activities, and after payment of
management, consulting, and lease-operating expenses (LOE’s), Whitt will collect
and compile the Joint Interest Billing (JIB) Statements and prepares those
certain reports and financial statements related to production income and
expenses for monthly delivery to Company’s accounting for compilation along with
its share of the payment to be received according to its interests.




Pending
Acquisition of Sierra Pipeline, LLC





As of
December 18, 2009, the Company entered into an agreement (the “Sierra
Agreement”) with Mr. Don Tyner (“Seller”) to acquire all of the issued and
outstanding membership interests of Sierra Pipeline, LLC, a Nevada limited
liability Company (“Sierra”). If acquired, the Company, through Sierra, will own
approximately 2100 miles of a pipeline system that was initially installed and
used as a crude oil transportation system by Koch Industries (the “Sierra
Pipeline”).  There are no known environmental issues with the pipeline
system.  The rights of way and easements associated with the asset
have been recorded in each of the applicable county courthouses. As of the date
of this report we have not closed on this acquisition and there is significant
doubt that we will close on this acquisition.





Purchase Costs Relative to the Pending
Acquisition of Sierra Pipeline, LLC





The
Company issued 2,500,000 shares of the Company’s common stock to the member(s)
of Sierra in connection with the acquisition which are to be registered on a
best efforts basis. The estimated fair value of the shares has been determined
by management to be $250,000. Unless mutually agreed in writing, the agreement
contemplates a March 5, 2010 closing of the transaction. A (i) $2,500,000 cash
payment and (ii) 2,500,000 additional shares of the Company’s common stock (the
“Closing Shares”) are due from the Company on the closing date if not earlier
terminated by the Company on or before March 1, 2010, or the Seller on or before
March 4, 2010, in accordance with a recent second extension granted. The Company
has not yet closed the transaction and remains on a day to day basis, extended
until closed or terminated by the seller. We are in the process of reviewing
verbal and written financing arrangements, with no assurance as of yet we will
be able to obtain satisfactory arrangements for financing our acquisition of
Sierra, or if we do it will be timely. The Company and Seller have verbally
agreed to continue in good faith but to notify one another if our intent is to
withdraw or Seller wishes to terminate. The Company upon a closing of the
transaction, if any, is obligated to use its best efforts to issue and register
the Closing Shares as described above.  Given the substantial doubt
that exists regarding our completion of this acquisition, the shares granted
have been expensed during the period ended December 31,2009.





About the Sierra Pipeline, LLC, Pending
Acquisition, and Business Plans





The
Company, if successful in closing this transaction, plans to utilize the
pipeline assets to gather natural gas, develop gas production in adjoining areas
along the pipelines, and develop other opportunities within the approximate
2,100 miles of right-of-ways.





7


The right
of way and easements associated with the Sierra Pipeline have a significant
footprint and, if the Sierra Agreement closes, may create intangible value for
the Company through its newly acquired subsidiary. Other known transportation
companies have acquired and recompleted idle wellbores, transported gas,
divested idle segments of pipeline and rights of way and divested pipelines
and/or production operations.  The Company believes that, through
Sierra and other acquisition targets, it may be able to execute on one or more
of these business strategies.





The
pipeline gathering system is located throughout Northeastern and Central
Oklahoma where most of the lines are concentrated, as well as, in Southeast
Kansas, and Southwestern Indiana states. The pipeline gathering system consists
of pipeline ranging in size from 2” up to 12” in diameter.





According
to various data and third party reports, there are currently thousands of
existing well bores and/or wells adjacent to the pipeline gathering system. The
wells may be candidates for transportation agreements to transport the gas to
major buyers such as Williams, ONEOK, and Mustang, all of whom operate pipelines
which cross the Sierra pipeline gathering system at various locations. There may
also be opportunities for outright purchases of the well bores and/or wells that
could potentially enhance the overall value of the pipeline gathering system.
Additionally, the pipeline gathering system is located in a prime geographical
area for new shallow natural gas wells to be drilled. The footprint of this
pipeline offers an excellent opportunity to have transportation available for
newly developed gas reserves. The area in Northeast Oklahoma near this pipeline
system has been very productive of coal bed methane gas for many years. The most
cost effective method of extracting these reserves has been the recompletion of
older idle wellbores versus newly drilled wells. The coal seams in this area are
shallow (less than 1500’) and the success rates have been excellent. Sierra has
approximately 778 miles of pipe in Creek, Nowata, Tulsa, and Washington Counties
in Oklahoma. Based on independent review, there are over 27,000 idle wellbores
in these 4 counties. There may also be conventional gas reserves to be developed
in this area as well. In addition to the potential for recompletion of idle
wellbores the Company will look at a segment of its operations for the
development of business related to third party gas transportation. Part of the
initial development work will be to identify these opportunities. Other
potential Pipeline business activities will be related to divestment of idle
segments of the gathering system. There should be opportunities to resell
portions of the system to third parties. Another initial task on this project
would be to identify other midstream companies with assets in proximity to this
system. Further down the road there are potentials, once sizable cash flow is
developed, to sell this project. According to information we have collected, a
very similar company had only activated 430 miles of their system when they sold
to a larger purchaser for $95MM and this did not include any production. The
annual multiples of cash flow paid for these pipeline systems run from 6 to 10
years, normally. There are also other opportunities for another business
development plan to explore farming out the production play to a larger producer
once the acreage is acquired.





New
policies as well as the environmental push for vehicles and businesses to run on
compressed natural gas (CNG) may cause natural gas prices to increase which
could in turn stimulate increases in domestic production and
exploration.





Competition
for natural gas supplies is based primarily on the location of gas gathering
facilities and gas processing plants, operation efficiency and reliability, and
the ability to obtain a satisfactory price for products recovered. Competitive
factors include availability of capacity, proximity to supply and industry
marketing centers, cost efficiency and reliability of service, Competitors
include: other large natural gas gatherers that gather, process and market
natural gas and major integrated oil companies; medium and large sized
independent exploration and production companies; major interstate and
intrastate pipelines; and large number of smaller gas gatherers of varying
financial resources and experience.





The
pipeline gathering system, we believe, is competitive and marketable with other
comparable properties in the marketplace. Through research and data collected it
is reasoned that a pipeline as extensive as the Sierra Pipeline would require
marketing and exposure of 12 to 18 months to establish its fair value premise
and its potentials.





For
additional information please see our Current Report on Form 8-K, filed on
December 29, 2009.





The
Company makes no guarantees and can provide no assurances that it will be
successful in acquiring the Sierra Pipeline, LLC interests, or if it is able to
acquire the Sierra interests that it will be successful in these endeavors.





Sale/Assignment
of 100% Stock of FPI Subsidiary





On May
18, 2009 the Company entered into a Stock Acquisition Agreement (the “FPI
Agreement”), relating to the Firecreek Global, Inc.’s (“Assignee”) acquisition
of all of the issued and outstanding shares of the capital stock held in our
subsidiary, Firecreek Petroleum, Inc., a Delaware corporation (“FPI”).
Assignee’s acquisition of FPI stock (the “Assignment”) included all of the
assets and debt attributable to FPI from the Company’s books and consolidated
financial statements. In addition, the Company, and Assignee executed a right of
first refusal agreement attached as Exhibit to the FPI Agreement, granting to
the Company the right of first refusal, for a period of two (2) years after
Closing, to participate in certain overseas projects in which Assignee may have
or obtain rights related to Assignors’ previous activities in certain areas of
the world. For further information can be found in our current Report on Form
8-K filed on May 20, 2009. For further information with respect to the
historical activities of the Company related to the FPI subsidiary, please also
see information in our Form 10K and Form 10KSB Reports, as amended, filed on
March 23, 2010, and July 24, 2008, respectively.





Competition





The oil
and gas industry is highly competitive. As a new independent domestic producer
entering the oil and gas business, the Company will not initially own and may
never own any refining or retail outlets and may have little control over the
price it will receive for planned crude oil production. Although management has
established relationships in its proposed acquisition activities, significant
competition by individual producers and operators or major oil companies exists.
Integrated and independent companies and individual producers and operators are
active bidders for desirable oil and gas properties. Many of these competitors
have greater financial resources than the Company currently has now or may have
in the near future.




8


Sales
and Marketability





Oil
and Gas Working Interests, Three Well Program, Callahan, Stephens, and
Shakelford Counties, West Central Texas





Our oil
production is expected to be sold at prices tied to the spot oil
markets.  Our natural gas production is expected to be sold under
short-term contracts and priced based on first of the month index prices or on
daily spot market prices.  We rely on our operating partner to market
and sell our production.  Our operating partner Whitt Oil and Gas,
Inc. is a privately owned exploration and production company.  We do
not believe the loss of any single operator would have a material adverse effect
on our Company


as
a whole.





Historically
the marketability of the Company’s crude oil has not posed a problem for us.
 Crude oil can be easily sold wherever it is produced in the state(s) that
the Company operates subject to the transportation cost. For example, the crude
oil produced by the Company via certain of its oil and gas interests which were
disposed of on December 2, 2008 had been transported by truck.  During 2010
we will again expect to commence sales of oil via truck and via pipeline for
natural gas. Overall, natural gas can be considered more difficult to sell since
transportation requires a pipeline.  In some of the areas that the Company
has previously pursued or expects to pursue new drilling activity for natural
gas in the future, there can be delays because of the unavailability of a
pipeline. No assurance can be given that natural gas wells drilled by the
Company, if any, will be placed on line in a timely manner after the well is
drilled and completed.





TMD
Project, Wyoming





Through
its Disposition, October 30, 2008





The
Company through its then Firecreek unit commenced selling natural gas during
2006 through the interests it held in the leases, wells, and equipment in the
TMD. A Gas Purchase Agreement was entered into November 11, 2005 by Emerald
Operating Company (“Emerald”) as “Producer”, and Western Gas Resources, Inc.
(“Western”). Effective January 1, 2006, Newport, the Company’s Operator for its
interests in the TMD Project and Western, signed a Ratification Agreement,
adopting the Gas Purchase Agreement as the agreement between them covering gas
purchases, pursuant to which Newport became the “Producer”. Newport is the
operating partner for our non operated interests owned in the TMD. The Gas
Purchase Agreement had a term of three years, continuing thereafter until either
party gives written notice of termination at least thirty days prior to the
expiration of the primary term or any extension of the primary term. Payments
relative to the Company’s receipt from Newport, based on Gas received to the
pipeline were estimated to be a standard 45-60 days following monthly settlement
and calculation by Western. The British Thermal Unit (BTU) content of our gas
produced in the TMD workover wells tested above standard. Through Newport we
were entitled to receive bonus payment adjustment increase for sales of gas,
less gathering fees, as applicable, in accordance with the then terms and
calculations of the Gas Purchase Agreement. Prices paid by Western accordingly
were adjusted for a BTU content of each zone as well as the liquids revenue
received. The Company believes it had no commitment that obligated us to produce
any set amount of natural gas.




Fant
Ranch Unit, Texas





Through
its Disposition, December 2, 2008




The Company received, through December
2, 2008, its monthly payment for the Fant Units production of oil in Knox
County, Texas by division order with BML Inc. to Success Oil Co., Inc. BML
purchases all of the Company’s crude oil pertaining to its interests
owned based on a month-to-month contract, which could then be terminated upon
thirty (30) day’s notice by either party. A division
order is a contract for the sale of oil, by the holder of a revenue interest in
well or property, to the purchaser.  It lists the names of revenue interest
owners of a producible oil well or wells, along with the respective share of
production revenues, and directs the purchaser to distribute the proceeds of
production sales, accordingly. The Company received according to its interests
for the oil sold to BML, through December 2, 2008, the average of the Plains
price for the oil in for the month sold, adjusted by Platt pricing, less a
transportation cost for the oil of $1.75 per barrel. The Company had no
commitment that obligated us to produce any set amount of oil.





Wyoming
Regulations





Any oil
undertaking within the State of Wyoming requires obtaining the necessary permits
and approvals from the Wyoming Oil and Gas Conservation Commission (“WOGCC”).
Once a lease is obtained, an operator’s agreement must be on file with the
WOGCC. In addition, federal regulations including those governed by the
Environmental Protection Agency must be strictly followed (see additional
discussion addressing the regulatory environment governing oil & gas
drilling and production found under “Business Risks”; “Governmental
Regulation”). We believe our operator Newport has obtained all necessary permits
to operate the two workover wells associated with the Company’s interests in TMD
project held by Firecreek prior to October 30, 2008.




9


Texas
Regulations




Any oil
undertaking with the State of Texas requires obtaining necessary permits and
approvals from the Railroad Commission of Texas (“RRC”). Once a lease is
obtained an operator’s agreement must be on file with the RRC.  Federal
regulations including those governed by the Environmental Protection Agency must
also be strictly followed (see additional discussion addressing the regulatory
environment governing oil & gas drilling and production found under
“Business Risks”; “Governmental Regulation”). We believe our operators through
the date of this Report, both previous and current, have obtained and or filed
all necessary permits and reports to operate the wells and maintain compliance
associated with the Company’s interests in Fant Ranch Unit, and J.B. Tubb
Leasehold Estate held by Firecreek prior to December 3, 2008, and thereafter
though our Energy Producers, Inc. subsidiary via our acquisition of the Whitt
Oil and Gas, Inc. three well program interests on December 31, 2009 forward.





Financial
Information about Segments and Geographic Areas





We have
not segregated our operations into geographic areas given the fact that all of
our proposed production activities for closed transactions to date occur within
the Permian Basin of West Central Texas.





Future
Development Contemplated,





J.B.
Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas





As part
of the disposition of its assets the Company and Dutchess entered into an Oil
and Gas Property Participation and Rights Agreement (“Participation Agreement”),
whereby Dutchess granted EGPI, under certain circumstances listed therein the
participation agreement, a right of first refusal, as provided in Section VIII
of that certain participation agreement between Success Oil Co. and EGPI and its
wholly-owned subsidiary, Firecreek Petroleum, Inc., dated January 3,
2008.




Overseas
Project Activity Development in Central Asian and European
Countries




Strategic
Alliance with Sahara Group




For
historical information regarding the Sahara Group please see the section titled
“The Business” and other information contained in Form 10-KSB, as amended, filed
April 14, 2006, in Form 10-KSB/A (Amendment No. 3), filed April 11,
2008.




In 2008
and 2009, the Company focused on its domestic US oil and gas operations or
rebuilding these operations, respectively. There was no further activity with
the Sahara group in Russia, Kazakhstan, Ukraine and Turkey, with the exception
of the sale of certain opportunity rights relative to access of projects in
Ukraine. For historical information please also see “The Business” and other
information contained in Form 10-KSB, Amendment No. 1, filed on July 24, 2008,
and in Form 10-KSB/A (Amendment No. 3), as amended filed April 11, 2008.




Status
of Firecreek’s Overseas Project Activity




For current status of Firecreek please
see information in this section“The Business”under above sub heading“Sale/Assignment of 100% Stock of FPI
Subsidiary”. For historical information please
also see“The Business”and other information contained in
Form 10-KSB, Amendment No. 1, filed on July 24, 2008, and in Form 10-KSB/A
(Amendment No. 3), as amended filed April 11, 2008.





Entry
and Eventual Stability In The Oil And Gas Business Will Be Dependent Largely On
Our Ability To Acquire Significant Financing Amounts




The
Company’s entry and eventual stability in the oil and gas business will be
dependent largely on our ability to continuously acquire significant financing
amounts, and other potential financing providers, to carry out and implement its
plans (see “Management Discussion and Analysis”, “Business Risks”, and
“Liquidity and Capital Resources” sections).




The
Company and its Energy Producers, Inc. unit are presently in different stages of
review and discussion, gathering data and information, and any available reports
on other potential field acquisitions, work over programs, and new drilling
projects, located in Texas, Louisiana, New Mexico, and other productive regions
and areas in the U.S. However, no assurances can be given by the Company that
will be successful in pursuing these other prospects.




Successful
negotiations for acquisitions, confidentiality, timing and the Company’s
financial capabilities will continue to play a significant role in any success
of both current and future operations for the Company activities, including its
subsidiary operations, and or any future planned subsidiary or special purpose
entity (SPE) operations which in the future may exist.




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





10


Signalization and Lighting
Units (line segment of operations) Geared to the Transportation Industry (DOT
and ITS)





Completion
of Recent Merger Acquisition with M3 Lighting, Inc.





On May 21, 2009, EGPI Firecreek, Inc.,
a Nevada corporation (the“Company”or“Registrant”), Asian Ventures Corp., a Nevada
corporation (the“Subsidiary”), M3 Lighting, Inc., a Nevada
corporation (“M3”), and Strategic Partners Consulting,
L.L.C., a Georgia limited liability company (“Strategic Partners”) executed and closed a Plan and
Agreement of Triangular Merger (the“Plan of Merger”), whereby M3 merged into the
Subsidiary, a wholly-owned subsidiary of the Company (the“Merger”).





Purchase Costs of the Merger
Acquisition with M3 Lighting, Inc. (M3)





Effective May 22, 2009, the Company
effected via a triangular merger between M3, and Asian Ventures Corp. (a
wholly-ownedsubsidiary of the Company), whereby M3
was merged into Asian Ventures and whereupon Asian Ventures changed its name to
M3 Lighting, Inc. In the course of this acquisition by a wholly owned subsidiary
of our Company, M3 stockholders exchanged all outstanding common shares for EGPI
common shares, and all M3 common shares were cancelled.M3 had no operations and therefore the
Company did not receive a step up in basis pursuant to SFAS 141R as M3 did not
meet the definition of a business. The value of this transaction was based upon
the cash and net assets acquired at cost basis.Further information can be found along
with copy of the Plan of Merger attached as an exhibit to our Current Report on
Form 8-K, filed with the Commission on May 27, 2009, as amended. Amendment No. 1
and No. 2 to the May 27, 2009 current Report on Form 8-K were filed on June 24
and August 4, 2009, respectively.





The Business and Strategy of M3
Lighting, Inc. (M3)





M3
specializes in the areas of lighting industry sales, design, product
development, and sourcing, contracting and capital markets.  M3 has a presence in the
U.S. and Asia. With a sales representative in China and offices in the U.S., the
M3 team through this footprint, as required, can effectively monitor price
competition, expediting product shipments and grow the business through
sales.  M3 can import both finished goods and sub-assemblies for
domestic final assembly. Through its experience, knowledge and contacts in the
lighting and DOT industry, M3 created a business plan to create a vertical
rollup and stream of acquisitions targeted strategically for the Company that
included manufactures, distributors and contractors. This change in strategy
allowed the management and key decision makers at M3 more time to focus on
potential acquisitions who they had done business with for numerous years.
Focusing on the Obama Infrastructure Stimulus funding that is being released for
roadwork throughout the country; M3 is pursing companies that are involved in
the lighting, traffic signs/signals and ITS components of the
industry.  M3 is also actively pursuing federal contracts to provide
lighting and contracting through our partnership with CST Federal who are a
disabled veteran’s agency that bids government contracts.  Future
acquisitions in the DOT construction industry are expected to provide a labor
force for the maintenance and remediation services the Company plans on
providing.  Further information can be found along with copy of the Plan of
Merger attached as an exhibit to our Current Report on Form 8-K, filed with the
Commission on May 27, 2009, as amended. Amendment No. 1 and No. 2 to the May 27,
2009 current Report on Form 8-K were filed on June 24 and August 4, 2009,
respectively.




Acquisition
of South Atlantic Traffic, Inc. (SATCO)





Effective
as of November 4, 2009, the Company entered into a stock purchase agreement
pursuant to which it acquired all of the issued and outstanding capital stock of
South Atlantic Traffic Corporation, a Florida corporation (“SATCO”). In the
course of this acquisition, SATCO stockholders exchanged all outstanding common
shares for cash consideration, the Company’s common shares and sellers’ notes.
SATCO has been in business since 2001 and has several offices throughout the
Southeast United States. A copy of the Agreement was attached as an exhibit to
our Current Report filed with the Commission on November 12, 2009.The
acquisition has been accounted for as a purchase under accounting principles
generally accepted in the United States (GAAP). Under the purchase method of
accounting, in accordance with Statement of Financial Accounting Standards
No. 141(R), Business
Combinations, the assets and liabilities of SATCO are recorded as of the
acquisition date at their respective fair values, and consolidated with the
Company’s assets and liabilities.





Purchase Costs for the Acquisition of
South Atlantic Traffic, Inc. (SATCO)





The
acquisition was effected via a stock purchase agreement between Satco and EGPI.
In the course of this acquisition, Satco stockholders exchanged all outstanding
common shares for $600,000 cash consideration, 2,908,000 EGPI common shares with
and a contingent equity make whole liability provision valued at $1,163,220, and
$295,173 in notes to the sellers’ all together in the aggregate totaling
$2,058,373. For the cash consideration paid to SATCO, SATCO and the Company by
its further entry into a Continuing Guarantee and Waiver, entered into an
accounts receivable based credit facility (Loan) (also known as Factor and
Security Agreement) with Creative Capital Associates, Inc., Silver Spring
Maryland (proposal and term sheet), in conjunction with Benefactor Funding Corp.
a Colorado corporation (factor lender). This factoring line has been paid
off,  retired and cancelled prior to the date of this Report. The
Company is actively seeking replacement accounts receivable line of credit for
SATCO which is important for the growth of this unit.





The Business of SATCO





SATCO
carries a variety of products and inventory geared primarily towards the
transportation industry, which generated over $15 million in revenues for 2008.
SATCO offers a comprehensive selection of transportation products ranging from
loop sealant, traffic signal equipment, traffic and light poles, data/video
systems and ITS surveillance systems.. SATCO works closely with DOT agencies,
local traffic engineers, contractors, and consultants to customize high quality
traffic control systems.




11


SATCO’s
representatives have 120 years of collective experience distributing traffic
products throughout the Southeastern U.S. The company’s success in the industry
is a direct result of SATCO’s dedication to providing quality products, at
competitive prices, with service after the sale. In addition, SATCO’s ongoing
relationships within the traffic industry allow the company to procure and
provide specialty items on an as needed basis.




SATCO has
recently entered into an exclusive Distributor Agreement with a manufacturer of
industrial wireless data radio modem communication networks with optional
embedded GPS radio location monitoring technologies. SATCO has also entered into
a distribution agreement with a company that manufactures spun concrete poles,
high quality decorative outdoor lighting fixtures, fabricated metal poles, arms,
and site furnishings. The additional lines will augment and align with SATCOs
existing products offering of traffic and intelligent transportation products
currently represented.





SATCO
maximizes it efficiency in delivering quality products to valued customers by
implementing various distribution strategies and capitalizing on developed
relationships within the transportation industry. One of the distribution
strategies implemented is SATCO’s concentration on an exclusive region –
Southeastern United States. Focusing on a specific region to operate within the
industry allows SATCO to maintain a smaller sales staff, consequently reducing
overhead while at the same time fostering a more personalized relationship with
its customers. To further reinforce SATCO’s reputation as a trusted and
experienced distributor of top-quality products in the transportation industry,
the management team of SATCO has pursued and executed agreements with multiple
manufacturers of top-line transportation, signalization and lighting products to
operate as the exclusive distributor of those products in our respective region.
SATCO was able to position itself in this manner due to key relationships that
SATCO’s management team has developed throughout its extensive experience within
the industry. In addition, SATCO follows up with personalized customer service
on each order to ensure that the needs of its customers and vendors is
met.





Due to
the personal nature of these business relationships between SATCO’s management
team and several other businesses in the transportation industry, SATCO believes
it is able to competitively negotiate pricing with its vendors and keep costs
down. At the same time, SATCO capitalizes on those same relationships with
customers who value SATCO’s performance and unmatched customer service at a
premium. This helps increase margins and profitability, and allows SATCO to
operate at a very competitive level within the industry while constantly
positioning itself for future growth.





See also
additional information listed under the heading “Description of Properties”
located further in this Report, and in our Current Report on Form 8-K filed
November 12, 2009, and Form 8-K Amendment No. 1, filed January 22, 2010. See
also “Description of Properties” and “Certain Relationships and Related
Transactions” for further discussion.





Pending
Acquisition of Southwest Signal, Inc.





As of
January 15, 2010, the Company entered into an agreement with Kevin and Pamela
Fitzgerald (the “Seller(s)”) to acquire all of the issued and outstanding
capital stock of Southwest Signal, Inc., a Florida corporation
(“SWSC”).





Purchase
Costs for the Proposed Acquisition of Southwest Signal, Inc (SWSC).,
Pending





The
Company has closed into escrow One Million Dollar ($1,000,000.00) deposit
to the sellers toward the acquisition of SWSC. The balance of the purchase price
of Two Million Three Hundred Thousand Dollars ($2,300,000.00) is due on or
before February 25, 2009, and is now on a day to day basis, extended by the SWSC
Sellers. The Company has not yet closed the transaction and remains on a form of
day to day verbal extension basis until closed or terminated by the SWSC. The
Company and the Sellers have verbally agreed to continue in good faith but to
notify one another if our intent is to withdraw or the Sellers wish to
terminate. We are in the process of reviewing verbal and written financing
arrangements, with no assurance as of yet we will be able to obtain satisfactory
arrangements for financing our acquisition of SWSC, part or all, or if we do
that it will be timely in a manner acceptable to the Sellers. Regarding the
deposit made by the Company to the sellers toward the SWSC acquisition: The
Company entered into an Agreement on January 15, 2010 for a direct financial
obligation or an off balance sheet financing arrangement by the Company, along
with the Seller and other parties. The amount of $1,000,000.00 (net of
$925,000.00 less origination fee thereon) was paid to SWSC through the issuance
and sale to St. George Investments, LLC, an Illinois limited liability company,
of a secured promissory note and a convertible promissory note. Theterms of the Financing
are reflected in i) a Note Purchase Agreement ii) a Secured Promissory Note,
iii) a Convertible Promissory Note, iv) a Letter of Credit, v) a Registration
Rights Agreement, and vi) a Funding and Letter of Credit Agreement, and all
other agreements, instruments and documents executed and delivered thereon by
the Company. For further information please see information and exhibits
furnished in our Current report on form 8-K, as amended, filed with the SEC on
January 22, and February 8, 2010, respectively.





The Business of Southwest Signal, Inc
(SWSC)., Pending





Southwest
Signal, Inc., was established in 2000 and is engaged in all facets of the United
States Intelligent Transportation System / Department of Transportation
Industry. The Company also provides services to leading private sector clients
such as Wal-Mart, Lowes and Home Depot in addition to large private
developers.  Southwest Signal, Inc. also participates in maintenance
and general bids for city, county and state funded DOT projects. The corporate
headquarters are located in Tampa Florida.





12


Services
include the installation and maintenance of traffic control devices, variable
message signs, and associated hardware and software for the control of these
devices.  The Company also installs and maintains highway lighting and
private sector lighting and security cameras along with the associated hardware
and software associated with these installations.. The Audited results for the
years ended December 31, 2008 and 2007 reflected Revenues of $14.3MM and $14.2
MM respectively, with EBITDA of $1.2MM for the years ended December
31, 2008 and  December 31, 2007 $1.1MM.





Acquisition
of Redquartz  LTD, (RQTZ)





On March
3, 2010, the Company executed a Stock Purchase Agreement with the stockholders
of Redquartz LTD, a company formed and existing under the laws of the country of
Ireland.





Purchase
Costs for the Acquisition of Redquartz LTD (RQTZ)





The
Company issued 100,000 shares of its restricted common stock in exchange for
100% of the issued and outstanding shares of common stock, par value $0.01 per
share, of the Company. All assets and liabilities, other than the Shareholder
Notes Payable, of the company were transferred to the Sellers. The Shareholder
Notes Payable acquired in the acquisition issued by Redquartz LTD in the
aggregate total 3,252,055 Euros.





The Business of Redquartz LTD
(RQTZ)





Redquartz
LTD has been in business for 45 years, is known internationally and is our
entrance into the European markets with respect to Intelligent Traffic Systems
(ITS) and the transportation industry as well as expanding our relationship
recently established with Cordil, Inc. for the products sold by South Atlantic
Traffic, Inc. (SATCO), a wholly owned subsidiary of the Company. For further
information please see our Current Report on Form 8-K filed on March 11,
2010.





Entry
and Eventual Stability In The Signalization and Lighting Units, Geared to the
Transportation Industry (DOT and ITS) Will Be Dependent Largely On Our Ability
To Acquire Significant Financing Amounts




The
Company’s entry and eventual stability in the lighting, signalization, and
transportation industry segment of operations geared to DOT and ITS business
will be dependent largely on our ability to continuously acquire significant
financing amounts, and other potential financing providers, to carry out and
implement its plans (see “Management Discussion and Analysis”, “Business Risks”,
and “Liquidity and Capital Resources” sections).




The
Company and its M3, SATCO, and Redquartz units, and other unit(s) pending, are
presently in different stages of review and discussion, gathering data and
information, and any available reports on other potential acquisitions, and
targeted roll up candidates, in the U.S. and overseas in Europe. However, no
assurances can be given by the Company that will be successful in pursuing and
closing these other candidates or activities.




Successful
negotiations for acquisitions, confidentiality, timing and the Company’s
financial capabilities will continue to play a significant role in any success
of both its current and future operations for the Company activities, including
its subsidiary operations, and or any future planned subsidiary or special
purpose entity (SPE) operations which in the future may exist.





ITEM
1A. RISK
FACTORS





RISKS
RELATED TO OUR BUSINESS




We
incurred historical losses and have a working capital deficit. As a result, we
may not be able to generate profits, support our operations, or establish a
return on invested capital.




We had a
net loss on continuing operations in the fiscal year ended December 31, 2009 of
$53,408,479 and a net gain on continuing operation in fiscal year ended
December 31, 2008 of $1,145,717. As of December 31, 2009, we had a working
capital deficit of $3,041,776. In addition, we expect to increase our
infrastructure and operating expenses to fund our anticipated growth. As a
result, we may not be able to generate profits in 2010 or thereafter and may not
be able to support our operations or otherwise establish a return on invested
capital. We cannot assure you that any of our business strategies will be
successful or that significant revenues or profitability will ever be achieved
or, if they are achieved, that they can be consistently sustained or increased
on a quarterly or annual basis.




13




We
Expect Our Operating Losses To Continue




The
Company expects to incur increased operating expenses during fiscal year 2010.
The amount of net losses and the time required for the Company to reach and
sustain profitability are uncertain. The likelihood of the Company’s success
must be considered in light of the problems, expenses, difficulties, and delays
frequently encountered in connection with a new business, including, but not
limited to, uncertainty as to development and acquisitions and the time required
for the Company’s planned production to become available in the marketplace.
There can be no assurance that the Company will ever generate increased product
revenue or achieve profitability at all or on any substantial
basis.




Our
Level Of Indebtedness May Affect Our Business.




Our level
of indebtedness could have important consequences for our operations,
including:




We may
need to use a large portion of our cash flow to repay principal and pay interest
on our current and anticipated debt, which will reduce the amount of funds
available to finance our operations and other business activities;




Our debt
level may make us vulnerable to economic downturns and adverse developments in
our businesses and markets; and




Our debt
level may limit our ability to pursue other business opportunities, borrow money
for operations or capital expenditures in the future or implement our business
strategy.





We expect
to obtain the funds to pay our expenses and to pay principal and interest on our
debt by utilizing cash flow from operations. Our ability to meet these payment
obligations will depend on our future financial performance, which will be
affected by financial, business, economic and other factors. We will not be able
to control many of these factors, such as economic conditions in the markets in
which we operate. We cannot be certain that our future cash flow from operations
will be sufficient to allow us to pay principal and interest on our debt and
meet our other obligations. If cash flow from operations is insufficient, we may
be required to refinance all or part of our existing debt, sell assets, and
borrow more money or issue additional equity.




We
have a limited amount of cash and are likely to require additional capital to
continue our operations.




We have a
limited amount of available cash and will likely require additional capital to
successfully implement our business plan; There can be no assurance that we will
be able to obtain additional funding when needed, or that such funding, if
available, will be obtainable on terms acceptable to us. In the event that our
operations do not generate sufficient cash flow, or we cannot obtain additional
funds if and when needed, we may be forced to curtail or cease our activities,
which would likely result in the loss to investors of all or a substantial
portion of their investment.





Production
Risks





All of
the Company’s current and proposed oil and gas activities would be subject to
the risks normally incident to the exploration for, and development and
production of, natural gas and crude oil. These include, but are not limited to,
blowouts, cratering and fires, each of which could result in damage to life and
property. In accordance with customary industry practices, the Company plans to
maintain future insurance for its proposed operations against some, but not all,
of the risks. Losses and liabilities arising from such events could reduce
revenues and increase costs to the Company to the extent not covered by
insurance.




Risks
And Uncertainties Can Impact Our Growth




There are
several risks and uncertainties, including those relating to the Company’s
ability to raise money and grow its business and potential difficulties in
integrating new acquisitions for the oil and gas sector of operations,
especially as they pertain to foreign markets and market conditions. These risks
and uncertainties can materially affect the results predicted. Other risks
include the Company’s limited operating history, the limited financial
resources, domestic or global economic conditions, activities of competitors and
the presence of new or additional competition, and changes in federal or state
laws and conditions of equity markets.




The
Company’s future operating results over both the short and long term will be
subject to annual and quarterly fluctuations due to several factors, some of
which are outside the control of the Company. These factors include but are not
limited to fluctuating market demand for our services, and general economic
conditions.




Governmental
Regulation




Effect
of Probable Governmental Regulation on the Business Domestically and in Foreign
Countries




As we
expand our efforts to develop our business, we will have to remain attentive to
relevant federal and state regulations. We intend to comply fully with all laws
and regulations, and the constraints of federal and state restrictions could
impact the success of our efforts.




Our oil
and gas business and services may become established in multiple states and
foreign countries. These jurisdictions may claim that we are required to qualify
to do business as a foreign corporation in each such state and foreign country.
New legislation or the application of laws and regulations from jurisdictions in
this area could have a detrimental effect upon our business. We cannot predict
the impact, if any, that future regulatory changes or developments may have on
our business, financial condition, or results of operation.




14


The
Company and its current and future operations are subject to federal, state and
local laws, and regulations and ordinances relating to the production and sale
of oil and gas. Some of the laws that the Company is subject to include the
Clean Air Act, the Clean Water Act, and the Endangered Species Act. Other laws
and regulations include laws governing allowable rates of production, well
spacing, air emissions, water discharges, marketing, pricing, taxes, and use
restrictions and other laws relating to the petroleum industry. For example,
coal bed methane wells are being highly regulated for disposing of produced
fresh water on the surface. The EPA is requiring that the fresh water meet more
stringent standards than before, and can require the water be injected
underground making drilling these wells potentially uneconomical. As another
example, Governmental regulation may delay drilling in areas that have
endangered species. Therefore, if the Company were to undertake a drilling
program in such an area by a proposed development project in the future, no
assurance could be given that such delays would not become more expensive.
Regulations may have a negative financial impact on us depending on the
compliance costs.




Any
failure to obtain, or delays in obtaining regulatory approvals by the Company or
its operators, could delay or adversely affect the Company’s ability to generate
revenues. These laws and regulations could impose substantial liabilities for
the Company if it fails to comply. Further, there can be no assurance that the
Company through its contract operators will be able to obtain necessary
regulatory approvals for any of its future activities including those which may
be proposed for the further development of oil and gas. Although the Company
does not anticipate problems satisfying any of the regulations involved, the
Company cannot foresee the possibility of new regulations, which could adversely
affect the business of the Company.




Environmental
regulations and taxes imposed by state governments in a jurisdiction wherein oil
and gas properties are located impose a burden on the cost of production. Of the
gross production revenues, severance and ad valorem taxes in Wyoming for oil and
gas amount to approximately 12%.




Environmental
requirements do have a substantial impact upon the energy industry. Generally,
these requirements do not appear to affect the proposed Company operations any
differently, or to any greater or lesser extent, than other companies in the
domestic industry as a whole. The Company will establish policies and procedures
for compliance with environmental laws and regulations affecting its proposed
operations. The Company believes that compliance with environmental laws and
regulations will not have a material adverse effect on the Company’s operations
or financial condition. There can be no assurances, however, that changes in or
additions to laws or regulations regarding the protection of the environment
will not have such an impact in the future.





At this time no regulatory
or additional regulatory approvals are necessary and, to the best knowledge of
the officers, we have complied with all laws, rules and
regulations.




Cost
And Effects Of Compliance With Environmental Laws




Our
business will be subject to regulation under the state and federal laws
regarding environmental protection and hazardous substances control with respect
to its current and future oil and gas operations. We are unaware of any bills
currently pending in Congress that could change the application of such laws so
that they would affect us.




Risk
Factors Affecting Our Future Results Of Operations For The Company




Due to
the Company’s limited operating history, it is difficult to predict future
revenues accurately. This may result in one or more future quarters where the
Company’s financial results may fall below the expectation of management and
investors. However firmly management may believe in its prospects, the Company
could fail. Operating results may vary, depending upon a number of factors, many
of which are outside the Company’s control. Material factors expected to impact
the Company’s operating results include, legal costs associated with
registration of options and other filing requirements, expansion activities,
increased interest and expenses for borrowings and possible hiring of additional
full time employees. Every investor should evaluate the risks, uncertainties,
expenses and difficulties frequently encountered by companies in the early stage
of development. The past performance of the Company cannot be used to predict
the future performance.




Lack
Of Experience




Certain
of our management may only devote a small percentage of their time to Company
business. This lack of specific training, and experience for integration of the
oil and gas sector coupled with working in the regulatory environment and less
than full time effort in certain cases will probably cause management to miss
opportunities that more experienced managers would recognize and take advantage
of. Management’s decisions and choices may not be well thought out and
operations and earnings and ultimate financial success may suffer irreparable
harm. Additionally, these individuals have not previously worked together. If
senior executives and managers are unable to work effectively as a team,
business operations could be considerably disrupted.




Oil
And Gas Prices Fluctuate Widely, And Low Prices For An Extended Period Of Time
Are Likely To Have A Material Adverse Impact On Our Business




Our
revenues, operating results, financial condition and ability to borrow funds or
obtain additional capital depend substantially on prevailing prices for natural
gas and, to a lesser extent, oil. Declines in oil and natural gas prices may
materially adversely affect our financial condition, liquidity, ability to
obtain financing and operating results. Lower oil and gas prices also may reduce
the amount of oil and gas that we can produce economically. Historically, oil
and gas prices and markets have been volatile, with prices fluctuating widely,
and they are likely to continue to be volatile.





15


Prices
for oil and natural gas are subject to wide fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and a variety of additional factors that are beyond our control.
These factors include:




·
            The
      domestic and foreign supply of oil and natural
  gas.




·
            The
      level of consumer product demand.




·
            Weather
      conditions.




·
            Political
      conditions in oil producing regions, including the Middle
      East.




·
            The
      ability of the members of the Organization of Petroleum Exporting
      Countries to agree to and maintain oil price and production
      controls.




·
            The
      price of foreign imports.




·
            Actions
      of governmental authorities.




·
            Domestic
      and foreign governmental
regulations.




·
            The
      price, availability and acceptance of alternative
  fuels.




·
            Overall
      economic conditions.




These
factors make it impossible to predict with any certainty the future prices of
oil and gas.




Drilling
natural gas and oil wells is a high-risk activity.




Our
growth is materially dependent upon the success of our drilling program.
Drilling for natural gas and oil involves numerous risks, including the risk
that no commercially productive natural gas or oil reservoirs will be
encountered. The cost of drilling, completing and operating wells is substantial
and uncertain, and drilling operations may be curtailed, delayed or cancelled as
a result of a variety of factors beyond our control, including:





·
            unexpected
      drilling conditions, pressure or irregularities in
    formations;




·
            equipment
      failures or accidents;




·
            adverse
      weather conditions;




·
            compliance
      with governmental requirements; and





·
            shortages
      or delays in the availability of drilling rigs or crews and the delivery
      of equipment.




16




Our
future drilling activities may not be successful and, if unsuccessful, such
failure will have an adverse affect on our future results of operations and
financial condition. Our overall drilling success rate or our drilling success
rate for activity within a particular geographic area may decline. We may
ultimately not be able to lease or drill identified or budgeted prospects within
our expected time frame, or at all. We may not be able to lease or drill a
particular prospect because, in some cases, we identify a prospect or drilling
location before seeking an option or lease rights in the prospect or location.
Similarly, our drilling schedule may vary from our capital budget. The final
determination with respect to the drilling of any scheduled or budgeted wells
will be dependent on a number of factors, including:




·
            the
      results of exploration efforts and the acquisition, review and analysis of
      the seismic data




·
            the
      availability of sufficient capital resources to us and the other
      participants for the drilling of the
prospects




·
            the
      approval of the prospects by other participants after additional data has
      been compiled




·
            economic
      and industry conditions at the time of drilling, including prevailing and
      anticipated prices for natural gas and oil and the availability of
      drilling rigs and crews




·
            our
      financial resources and results;
and




·
            the
      availability of leases and permits on reasonable terms for the
      prospects.




These
projects may not be successfully developed and the wells, if drilled, may not
encounter reservoirs of commercially productive natural gas or oil.





Reserve
estimates depend on many assumptions that may prove to be inaccurate. Any
material inaccuracies in our reserve estimates or underlying assumptions could
cause the quantities and net present value of our reserves to be
overstated.





Reserve
engineering is a subjective process of estimating underground accumulations of
natural gas and crude oil that cannot be measured in an exact manner. The
process of estimating quantities of proved reserves is complex and inherently
uncertain, and the reserve data included in this document are only estimates.
The process relies on interpretations of available geologic, geophysic,
engineering and production data. As a result, estimates of different engineers
may vary. In addition, the extent, quality and reliability of this technical
data can vary. The differences in the reserve estimation process are
substantially due to the geological conditions in which the wells are drilled.
The process also requires certain economic assumptions, some of which are
mandated by the Securities and Exchange Commission, such as natural gas and oil
prices. Additional assumptions include drilling and operating expenses, capital
expenditures, taxes and availability of funds. The accuracy of a reserve
estimate is a function of:





·
            the
      quality and quantity of available
data;




·
            the
      interpretation of that data;





·
            the
      accuracy of various mandated economic assumptions;
  and





·
            the
      judgment of the persons preparing the
estimate.





Results
of drilling, testing and production subsequent to the date of an estimate may
justify revising the original estimate. Accordingly, initial reserve estimates
often vary from the quantities of natural gas and crude oil that are ultimately
recovered, and such variances may be material. Any significant variance could
reduce the estimated quantities and present value of our reserves.




Our
future performance depends on our ability to find or acquire additional natural
gas and oil reserves that are economically recoverable.




In
general, the production rate of natural gas and oil properties declines as
reserves are depleted, with the rate of decline depending on reservoir
characteristics. Unless we successfully replace the reserves that we produce,
our reserves will decline, eventually resulting in a decrease in natural gas and
oil production and lower revenues and cash flow from operations. Our future
natural gas and oil production is, therefore, highly dependent on our level of
success in finding or acquiring additional reserves. We may not be able to
replace reserves through our exploration, development and exploitation
activities or by acquiring properties at acceptable costs. Low natural gas and
oil prices may further limit the kinds of reserves that we can develop
economically. Lower prices also decrease our cash flow and may cause us to
decrease capital expenditures.




Exploration,
development and exploitation activities involve numerous risks that may result
in dry holes, the failure to produce natural gas and oil in commercial
quantities and the inability to produce discovered reserves fully. We are
continually identifying and evaluating opportunities to acquire natural gas and
oil properties. We may not be able to consummate any acquisition successfully,
to acquire producing natural gas and oil properties that contain economically
recoverable reserves, or to integrate the properties into our operations
profitably.




17


Seasonality




Demand
for natural gas has historically been seasonal, with peak demand and typically
higher prices occurring during the colder winter months.




Regulation
of Oil and Natural Gas Exploration and Production




Exploration
and production operations are subject to various types of regulation at the
federal, state and local levels. This regulation includes requiring permits to
drill wells, maintaining bonding requirements to drill or operate wells, and
regulating the location of wells, the method of drilling and casing wells, the
surface use and restoration of properties on which wells are drilled, and the
plugging and abandoning of wells. Our operations are also subject to various
conservation laws and regulations. These include the regulation of the size of
drilling and spacing units or proration units, the density of wells that may be
drilled in a given field and the unitization or pooling of oil and natural gas
properties. Some states allow the forced pooling or integration of tracts to
facilitate exploration while other states rely on voluntary pooling of lands and
leases. In addition, state conservation laws establish maximum rates of
production from oil and natural gas wells, generally prohibiting the venting or
flaring of natural gas and impose certain requirements regarding the ratability
of production. The effect of these regulations is to limit the amounts of oil
and natural gas we can produce from our wells, and to limit the number of wells
or the locations where we can drill. Because these statutes, rules and
regulations undergo constant review and often are amended, expanded and
reinterpreted, we are unable to predict the future cost or impact of regulatory
compliance. The regulatory burden on the oil and gas industry increases the cost
of doing business and, consequently, affects profitability. We do not believe,
however, that we are affected differently by these regulations than others in
the industry.




We
have limited control over the activities on properties we do not
operate.




Other
companies operate some of the properties in which we have an interest. We have
limited ability to influence or control the operation or future development of
these non-operated properties or the amount of capital expenditures that we are
required to fund with respect to them. The failure of an operator of our wells
to perform operations adequately, an operator’s breach of the applicable
agreements or an operator’s failure to act in ways that are in our best interest
could reduce our production and revenues. Our dependence on the operator and
other working interest owners for these projects and our limited ability to
influence or control the operation and future development of these properties
could materially adversely affect the realization of our targeted returns on
capital in drilling or acquisition activities and lead to unexpected future
costs.




Requirement
For Additional Capital




The
Company believes that additional debt or equity financing will be necessary to
develop its planned activities through the next twelve to twenty four months.
However, no assurance can be given that all or a significant portion of any debt
or equity financing will be consummated, or that any changes in the Company’s
operations and expansion plans would not consume available resources more
rapidly than anticipated. The Company will need substantial funding to support
the long-term expansion, development, and marketing of its business and
subsidiary operations.




To the
extent that the Company’s capital resources, including the proceeds of any
offering, are insufficient to meet current or planned requirements, the Company
will continue to seek additional funds through equity or debt financing,
collaborative, or other arrangements with corporate partners, and from other
sources, which may have the effect of diluting the holdings of existing
shareholders. The Company has no effective or approved current arrangement with
respect to such additional financing that is either secured or finalized at this
time. Even though the Company has existing prospects for general or project
financing, the outcome may change, be delayed, or may not be conclusive,
therefore financing is not assured or guaranteed. Financing to be potentially
obtained from prospects is not assured or guaranteed until actually consummated
and financing actually provided.




Need
For Expansion




The
Company expects expansion will be required to address potential growth. This
need for expansion will continue to place a significant strain on the management
and financial resources of the Company. Failure to manage growth could disrupt
the operations and ultimately prevent the Company from generating expected
revenues. The Company’s business strategy includes entering into business
partnerships and may include acquiring future businesses, such as, existing
production or products, technology and acquisitions related to oil and gas or
other resources, oil and gas field operations, and engineering. Other areas of
future operations may include real estate, land and commercial development,
technology and facilities, and fuel cell technology. The Company may be unable
to complete suitable business partnerships and acquisitions on commercially
reasonable terms, if at all. Competition could impair the Company’s ability to
pursue these aspects successfully of this business strategy.




Business
partnerships or acquisitions could disrupt ongoing business, distract management
and employees and increase expenses. If the Company makes an acquisition, it
could face difficulties assimilating that company’s personnel and operations.
Key personnel of the acquired company may decide not to work for the Company.
Acquisition of additional services or technologies also involves risk of
incompatibility and lack of integration into existing operations. If the Company
finances the acquisitions by issuing equity securities, this could dilute
existing stockholders positions. Additionally, funding instruments may have
rights, preferences or privileges senior to, or more favorably than, those of
the Company’s stockholders.




18


Limited
Financial Data




As a
result of its limited operating history, the Company has limited historical
financial data upon which to forecast revenues and results of operation. The
actual effect of these factors on the price of stock will be difficult to
assess. Results of operation may fall well below the expectations of securities
analysts and investors, and the trading price of the Company’s common stock may
drop.





Estimating
Inaccuracies




There are
numerous uncertainties inherent in estimating quantities of proven reserves and
in projecting future rates of production and timing of development expenditures,
including many factors beyond the control of the Company. Reserve engineering is
a subjective process of estimating underground accumulations of crude oil,
condensate and natural gas liquids that cannot be measured in an exact manner.
The accuracy of any reserve estimate is a function of the amount and quality of
data and of engineering and geological interpretation. Estimates by different
engineers may vary. Results of drilling, testing and production after the date
of an estimate may justify revision of such estimates. Reserve estimates are
often different from the quantities ultimately recovered including the continual
possibility of failure to find oil or gas and the drilling of a dry hole, and
concentrations of oil in unexpected differing amounts on certain holes or
targets drilled.




Declining
Reserves





Volumes
of proposed oil and gas reserves acquired by the Company will decline as
reserves are depleted. Reserve volumes generated from future activities of the
Company are highly dependent upon the level of success in acquiring or finding
additional reserves.




Key
Officers Management Services Were Provided By Outside Consulting Firms, And
Individuals Contributing Additional Key Officers Management Services, During
Fiscal Year Ended December 31, 2009and continuing on into 2010.




Key
management services were provided by outside consulting firms owned by key
Officers and/or current Directors, , or through other outside arrangements Such
Officers and Directors include Dennis R. Alexander, Chairman, CEO and CFO,
Melvena Alexander, Co-Treasurer, Secretary and Comptroller, David H. Ray,
Executive Vice President, Director, and Treasurer, Brandon D. Ray, Executive
Vice President of Finance and Director. Other key services were provided by four
or more, Executive Officers, Directors, consultants and advisors, and various
subcontractors, which managed the business of the Company.  These include
one or more of the following named Officers or Directors, namely, Larry W.
Trapp, Executive Vice President, and Director, Mike Trapp, Director, and as of
May 21, 2009, Michael Kocan, President and Director, Robert Miller, Executive
Vice President and Director. Accordingly, the loss of the services of any key
individual or other person or individual filling a key role from time to time
could have an effect on the development of the Company’s business. The Company
may hire future employees and additional employees not provided through outside
consulting firms, and depend on their services, the loss of which may affect the
development of the Company’s business and could adversely affect the conduct of
our business. The Company has not applied for key-man life insurance and the
Company has not obtained insurance covering the possibility that any of its key
officers and management personnel might become disabled or otherwise unable to
render services to the Company. The success of the Company is also dependent
upon its ability to attract, contract with and retain highly qualified
technical, managerial and marketing personnel. The Company faces competition for
such personnel from other companies, many of which have significantly greater
resources than the Company. There can be no assurance that the Company will be
able to recruit and retain such personnel.




Officers
And Directors Beneficially Own And Represent Approximately 29.74% Of the
Company’s Issued and Outstanding Common Stock And Have Additional Votes and
Voting Power




The
executive officers and directors of the Company currently beneficially own and
represent approximately 29.74% of our outstanding common stock, along with
additional votes and voting power through issuance of 5,000 shares of the EGPI
Series C Preferred Stock.  As a result these stockholders may, as a
practical matter, be able to influence all matters requiring stockholder
approval including the election of directors, merger or consolidation and the
sale of all or substantially all of our assets.  This concentration of
ownership may delay, deter or prevent acts that would result in a change of
control, which in turn could reduce the market price of our common
stock.




Penny
Stock As A Risk




Definition
And Rule Reference: The Securities and Exchange Commission has adopted Rule
3a51-1 of General Rules and Regulations, Promulgated under the Securities and
Exchange Act of 1934, which established the definition of a “penny stock”, for
the purposes relevant to the Company, as any equity security that has a market
price of less than $5.00 per share, or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that broker or dealer approve a
person’s account for transactions in penny stocks; and, (ii) the broker or
dealer receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.




Future
sales of our Shares of Common Stocks in the public market could lower our share
price.




We may
sell additional Shares of Common Stock in subsequent offerings. We may also
issue additional Shares of Common Stock to finance future acquisitions,
including acquisitions larger than those we have done in the past. We cannot
predict the size of future issuances of our Shares of Common Stock or the
effect, if any, that future issuances and sales of our Shares of Common Stock
will have on the market price of our Shares of Common Stock. Sales of
substantial amounts of Shares of Common Stock, or the perception that such sales
could occur, may adversely affect prevailing market prices for our Shares of
Common Stock.




19


Obligations
And Contingencies




The
Company is liable for future restoration and abandonment costs associated with
oil and gas properties owned or newly acquired by the Company. These costs
include future site restoration and plugging costs of wells. The cost of future
abandonment of producing wells has not been determined the date of this report.
Management believes that these costs will not have a material adverse effect
upon its financial position or results of operations.





Other





The
Company’s corporate parent operations during fiscal year ended 2009 did not
retain any employees. Individual consulting firms owned by four key
officers/directors along with four or more additional key officers/directors
contributing time and effort managed the day-to-day operations of our Company.
We have accounting consultants, legal consultants, oil and gas technical team
consultants and engineers available for project purposes on a part time basis;
one advisor assists us with project evaluations and business
development, information and research, technical writing and presentation.
The Company will consider full time employees upon sufficient capitalization and
cash flow which may include accounting systems and data processing coordinator,
oil and gas staff analyst and coordinator, financing officer; assistant to
executive officers, and other. Future performance will be substantially
dependent on the continued services of management and the ability to retain and
motivate them. The loss of the services of any officers or senior managers could
affect activities of our business and its operations until additional personnel
can be retained and trained to perform some of the management tasks. At the
present time the Company does not have long-term employment agreements with any
key personnel and does not maintain any life insurance policies.





ITEM
1B.  UNRESOLVED STAFF COMMENTS





None.


ITEM 2.
DESCRIPTION
OF PROPERTY


Glossary
of Oil and Gas Terms.




Barrel:
Equal to 42 U.S. gallons.




Basin: A
depressed sediment-filled area, roughly circular or elliptical in shape,
sometimes very elongated. Regarded as a good area to explore for oil and
gas.




British
thermal unit, (BTU): A measure of the heating value of a fuel.




Completion:
The installation of permanent equipment for the production of oil or
gas.




Field: A
geographic region situated over one or more subsurface oil and gas reservoirs
encompassing at least the outermost boundaries of all oil and gas accumulations
known to be within those reservoirs vertically projected to the land
surface.




Fracturing:
The application of hydraulic pressure to the reservoir formation to create
fractures through which oil or gas may move to the wellbore.




Improved
Oil Recovery (“IOR”): Effort to improve or enhance oil recovery that does not
include secondary or tertiary basic recovery methods. In most oil fields, only a
fraction of the oil can be produced by natural reservoir pressure and by
conventional methods such as pumping. The remaining, or residual, oil can be
recovered only by using recovery methods that restore pressure and fluid flow in
underground formations through the introduction of water, gas, chemicals, or
heat into the reservoir.




License:
Formal or legal permission to explore for oil and gas in a specified
area.




Log: Io
conduct a survey inside a borehole to gather information about the subsurface
formations; the results of such a survey. Logs typically consist of several
curves on a long grid that describe properties within the wellbore or
surrounding formations that can be interpreted to provide information about the
location of oil, gas, and water. Also called well logs, borehole logs, wireline
logs.




Mcf: Is a
thousand cubic feet of natural gas.




20




Mineral
interest: The ownership of rights to gas, oil, or other minerals as they
naturally occur in place, at or below the surface of a tract of land. Ownership
of the minerals carries with it the right to make such reasonable use of the
surface as may be necessary to explore for and produce the minerals. Only the
mineral owner (or fee owner) may execute an oil or gas lease conveying his
interest in a tract of land.




Oil:
Crude oil or condensate.




Operator:
An individual, company, trust, or foundation responsible for the exploration,
development, and production of an oil or gas well or lease.




Productive:
Able to produce oil and/or gas.





Proved
reserves: Estimated quantities of crude oil, condensate, natural gas, and
natural gas liquids that geological and engineering data demonstrate with
reasonable certainty to be commercially recoverable in the future from known
reservoirs under existing conditions using established operating procedures and
under current governmental regulations.




Proved
undeveloped reserves: Economically recoverable reserves estimated to exist in
proved reservoirs, which will be recovered from wells, drilled in the
future.




Reserves:
The estimated value of oil, gas and/or condensate, which is economically
recoverable.




Tons: A
ton of oil is equal to 7.29 barrels of oil.




Working
interest: The percentage of the operating, drilling, completing and reworking
costs that the Company is required to pay. The net revenue interest is the
percentage of the revenues that the Company receives from the sale of oil that
is produced from the wells.




Working
interest on a “Third for Quarter Basis”: The non-operator usually will pay all
costs attributable to restoring the well or wells to production and will own 75%
of the working interest in the well or wells; The operator receives the
remaining 25% working interest as a free carried working interest.




Recompletion:
The completion for production of an existing well bore in another formation from
that in which the well has been previously completed.




Severance:
The owner of all rights to a tract of land (vertically or horizontally). In
horizontal severance, for example, if he chooses to sell all or part of the
mineral rights, two distinct estates are created: the surface rights to the
tract of land and the mineral rights to the same tract. The two estates may
change hands independently of each other. Severed mineral rights may be
restricted as to mineral type, or limited by depth, in which case the landowner
retains the rights to minerals other than those severed, and to depth intervals
other than those severed.




Workover:
Operations on a producing well to restore or increase production. A workover may
be performed to stimulate the well, remove sand or wax from the wellbore, to
mechanically repair the well, or for other reasons.




The
Company may participate in the drilling of a well or wells if it is able to
successfully acquire attractive oil and gas leases with substantially proven
undeveloped reserves, a preferred majority or suitable working interest being
available, and can obtain or provide financing or market an interest on terms
acceptable to the Company.





Oil
and Gas Properties, Leases, and Interests





Acquisition
of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford
Counties, West Central Texas





On
December 22, 2009, the Company through its wholly owned subsidiary Energy
Producers, Inc. entered into an Agreement for the Assignment of Interests in Oil
and Gas Leases (“Assignment”), with Whitt Oil & Gas, Inc., (“Whitt”) a Texas
corporation acquiring 50% working interests and corresponding 32% net revenue
interests in oil and gas leases, reserves, and equipment. The leases, equipment,
and a turnkey work program relate to three wells located on the leases
representing the aggregate total of 240 Acres in Shackelford, Callahan, and
Stephens counties, West Central Texas. The program also includes the right but
not the obligation to drill four more wells in the future. The acquired leases
and the property to which they relate are identified below:





1.          
 That certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee and that certain
Oil, Gas and Mineral Lease dated September 17, 2007, by and between Harold
Elledge, Lessor, and E & D Bell, LLC, Lessee each covering the following two
(2) parcels of land in Callahan County, Texas:





Tract I:
Being 40 acres as near as is practicable in the form of a square around the LCS
Production of McWhorter #1 well, Callahan County, Texas.





21


Tract II:
Being 40 acres as near as is practicable in the form of a square around the
Ratex Energy, Inc. No. 3 Young well, Callahan County, Texas.





2.        
   Those two certain Oil and Gas Leases dated December 18, 2009,
by and between Juanita B. Boyett Trust, Jearl Silas Boyett, Executor, Lessor,
and Whitt Oil &.Gas, Inc., Lessee,  to the extent, and to the extent only, that
said lease covers all of the Southeast One-fourth (SE/4) of Section 55, B.A.L.,
A-2746, Stephens and Shackelford Counties, Texas.





The following wells are
located on the leases identified, above:





1.          
 McWhorter No. Well, Texas Lease I.D. 27348, Callahan County,
Texas.





2.         
  Young No. 3 Well, Texas Lease I.D. 26519, Callahan County,
Texas.





3.       
    Boyett Well, Texas, API #42-417-37567, Shackelford
County, Texas.





A mineral interest is
the ownership of rights to gas, oil, or other minerals as they naturally occur
in place, at or below the surface of a tract of land. Ownership of the minerals
carries with it the right to make such reasonable use of the surface as may be
necessary to explore for and produce the minerals. Only the mineral owner (or
fee owner) may execute an oil or gas lease conveying his interest in a tract of
land.  Severance:  The owner of all rights to a tract of land
(vertically or horizontally).  In horizontal severance, for example, if he
chooses to sell all or part of the mineral rights, two distinct estates are
created:  the surface rights to the tract of land and the mineral rights to
the same tract.  The two estates may change hands independently of each
other. Severed minerals
rights may be restricted as to mineral type, or limited by depth, (in which case
the landowner retains the rights to minerals other than those severed, and to
depth intervals other than those severed.)




The
Company attempts to maintain all of its operating wells in good working
condition. Whitt Oil and Gas, Inc. (Whitt) a Texas corporation, and licensed
operator, is familiar with the oil and gas business in the area. Whitt will
operate the Company’s interests in the properties overseeing production and
maintenance activities for its oil wells, equipment and other development
activities for the leases.





The
Material terms of the Operating Agreement with the Company include:




Whitt is
an independent contractor and operates the subject properties on a contract
basis pursuant to the AAPL form operating agreement according to our share of
Working Interests (50%) with a $350 per producing well per month overhead fee
and $250.00 pumper fee per well (presently for 3 wells) respectively plus
electricity and other intangible repair items.  All other charges whether
by Whitt, an affiliate of Whitt or third parties will be the responsibility of
the working interest owners of the properties. Whitt will furnish the monthly
Lease Operation Expense and various activity reports to the Company’s wholly
owned subsidiary Energy Producers, Inc. Upon successful commencement of
production, run checks (payments) expected from future sales of oil and gas
are to be sent to the operator from the purchasers for oil and gas produced.
Conoco is initially designated as the gatherer for the oil.  Whitt is to
administrate monthly activities, and after payment of management, consulting,
and lease-operating expenses (LOE’s), it collects and compiles the Joint
Interest Billing (JIB) Statements and prepares certain reports and financial
statements related to production income and expenses for monthly delivery to
Company’s accounting for compilation along with its share of the payment to be
received according to its interests.





Reserves-Whitt
Oil and Gas, Inc. Three Well Program; Oil and Gas Properties, Leases, and
Interests


Located
in Callahan, Stephens, and Shakelford Counties, West Central Texas





The
following table sets forth the estimated total proved developed producing, oil
reserves, net to the Company’s interest held by its wholly owned subsidiary
Energy Producers, Inc. (EPI). The reserve information is based on excerpts of
the independent report prepared by Harper & Associates, Inc., and by its
President, Mr. Michael Harper, a registered Professional Engineer in Louisiana
#13687 and in Texas # 34481. Mr. Harper is a certified earth scientist, SIPES
#2881, and has other memberships in professional associations including Society
of Petroleum Engineers (#070557).  Petroleum reserves for certain
properties of Energy Producers, Inc. were determined and economic forecasts
prepared for the working interests of EPI to estimate proved developed producing
reserves and future net revenue from the Whitt three well programs to the
subject interests. This evaluation was authorized by EGPI Firecreek, Inc. in
behalf of EPI. An independent engineering analysis of data was conducted and
reserve estimates and economics determined under constant price and operating
cost, re new SEC guidelines. The oil and gas revenue is based on the average of
the January through December 2009 prices for each lease. Future prices are held
constant with the weighted average for oil ($/Bbl) $58.22 and for gas ($/MCF)
$5.39. BTU content, fuel and shrinkage for gas production and the quality of oil
production are considered. Well operating expenses were based on the knowledge
and experience of the Harper and Associates, Inc. staff in oil operations of the
subject counties  for expenses and recurring monthly values including
G&A. Operating expenses and investments are not escalated. Production and ad
valorem taxes are deducted from revenue.





22


The
following table below summarizes net proved reserves and cumulative future cash
flows (before U.S. federal income tax) undiscounted and discounted at 10% per
year:




RESERVE
      SUMMARYPROVED
            
            PDPCompletions
            
            
            3Net
      Oil, Bbls.
            
            
            25,364Net
      Gas, MCF
            
            
            110,877Revenue
      * ($)Oil
            
            
            1,379,775Gas
            
            
            541,644Total
            
            
            1,921,419Operating
      Expense ($)
            
            
            623,364Investments
      ($)
            
            
            137,500Future
      Cum Net Income ($)
            
            
            1,160,577Future
      Cum Net Income at
      DF ($)
            
            
            748,513


*Revenue
is net of severance and ad valorem taxes.





It should
be emphasized that with the current economic uncertainties, fluctuation in
market conditions could significantly change the economics of the property
included in this report. EPI provided operating cost data beginning with their
purchase of the property in December 2009. Beginning in January 2010, costs were
held constant for the remaining life of the property. State production taxes and
average county ad valorem taxes have been deducted at the published rates for
Texas as appropriate. Based on information supplied by EPI capital costs were
not included in the projection of reserves and economics in this
evaluation.




There are
numerous uncertainties inherent in estimating quantities of proved reserves. The
reserves and reservoir predictions are estimates only. There are numerous
uncertainties in the estimation of interpretation parameters, including factors
such as product prices, product demand, subsurface heterogeneities, and other
variables, that are beyond the control of the authors of the report as well as
the owners of the subject properties. The estimates in the appraisal are based
on various assumptions relating to rates of future production, timing and amount
of development expenditures, oil and gas prices, and the results of planned
development work. Actual future production rates and volumes, revenues, taxes,
operating expenses, development expenditures, and quantities of recoverable oil
and gas reserves may vary substantially from those assumed in the estimates. Any
significant change in these assumptions, including changes that result from
variances between projected and actual results, could materially and adversely
affect future reserve estimates. In addition, such reserves may be subject to
downward or upward revision based upon production history, results of future
development, prevailing oil prices, and other factors.




Reservoir
engineering and geological interpretation are a subjective process of estimating
underground accumulations of oil and natural gas that cannot be measured in an
exact manner. The accuracy of any reserve estimate, performance prediction, or
geological analysis is a function of the quality of the available data and of
engineering and geological interpretation and judgment. In addition, the impacts
of various drilling, completion, and production practices on productivity can be
estimated but not fully defined or quantified. As a result, estimates and
analyses by different engineers and geoscientists may vary.





Listing
for the Equipment items related to the wells on the leases are as
follows:





*Recoverable
Equipment Inventory





Young
Lease (Callahan County)





2 x 210
BBL oil tanks w/connections


1 x 4 x
20’ oil and gas separator


1-
American 80 pump jack w/20 hp electric motor


4,000’
D&T-7000# 2 3/8 tubing


4,000’ 3⁄4
rods


4,000’ 4
1⁄2” casing


1-200 bbl
open top F.g. water tank


2500’ 2”
poly flow line


Well
head, I.H. pump, associated equipment





23


McWhorter
Lease (Callahan County)





1-210 bbl
oil tank


1-Oilwell
57 pump jack w/20 hp electric motor


4000’
D&T-7000# 2 3/8” tubing


4000’
3/4” rods


4000’ 4
1⁄2” casing


Well
head, D.H. pump, associated equipment





Boyett
Lease (Shackelford County)





1-Oilwell
57 pump jack w/20 hp electric motor


3500’
D&T 7000# 2 3/8” tubing


3500’ 3⁄4”
rods


3500’ 4
1⁄2” casing


1-210 bbl
oil & water tank


Well
head, D. H. pump and associated equipment


*Gober
Equipment Company of Elbert Texas visually inspected the equipment on the
Boyett, Young and McWhorter leases owned by Whitt Oil and gas, Inc. Based on Mr.
Gobers determination of market value at present we determined the following
allocations of the $225,000 purchase price paid based on our corresponding 50%
working interests held by Energy Producers, Inc., :





Allocation
      of Purchase Price for Whitt Three Well Program /1Well
      leases
            
            $
            163,500Well
      equipment
            
            
            61,500$
            225,000





/1
Subject to accumulated depreciation and depletion (see Footnote 7. Fixed Assets
–net) in the notes the consolidated financial statements further listed in this
document.








Oil
and Gas Properties, Leases, and Interests through December 2, 2008





Knox
County, Texas





Disposition
as of December 2, 2008




In
connection with the Default notice received October 24, 2008, and actions of
Dutchess Private Equities Fund, Ltd., the 100% Working Interests held in the
Fant Ranch Unit was disposed of and is no longer owned by the
Company.





Ward County,
Texas





Disposition
as of December 2, 2008




In
connection with the Default notice received October 24, 2008, and actions of
Dutchess Private Equities Fund, Ltd., the 75% Working Interests held in the J.B.
Tubb Leasehold Estate was disposed of and is no longer owned by the
Company.




Sweetwater
County, Wyoming




Sale
of TMD





On
October 30, 2008, the Company and NOC entered into an Agreement for Sale of
Mineral Rights and an Assignment and Bill of Sale (collectively, the
“Agreements”) relating to the Company’s sale, and NOC’s purchase, of the
Company’s fifty percent (50%) undivided interest in the mineral rights created
by oil and gas leases on the TMD real property, as described in the Agreements
(“Mineral Rights”). Moreover, included in the sale was all of the Company’s
interest in a lawsuit currently pending in the Third Judicial District Court of
Sweetwater County, Wyoming (case Number Civil C-07-821-R, and styled Newport Oil
Corp. v. Inter-Mountain Pipe and Threading Co.) (the “Suit”).The purchase price
for these Mineral Rights and Suit was $125,000, payable in cash at
closing.





A copy of
the Agreement for Sale of Mineral Rights and Assignment and Bill of Sale are
filed as Exhibits 10.1 and 10.2, respectively in a Current Report on Form 8-K
filed on October 31, 2008, incorporated herein by reference.




Wells
And Acreage




In the
oil and gas industry and as used herein, the word “gross” well or acre is a well
or acre in which a working interest is owned; the number of gross
wells is the total number of wells in which a working interest is owned. A
“net” well or acre is deemed to exist when the sum
of fractional ownership working interests in gross wells or
acres equals one. The number of net wells or acres is the sum of the fractional
working interests owned in gross wells or acres.




24


Set forth
below is information respecting the developed and undeveloped acreage owned by
the Company in Callahan, Stephens and Shackelford Counties, Texas, as of
December 31, 2009.





Developed
      Acreage
            
            
            Undeveloped
      AcreageGross
            
            
            Net
            
            
            Gross
            
            
            NetCallahan
      County
            
            
            80
            
            
            
            25.6
            
            
            
            -0-
            
            
            
            -0-Stephens
      and Shackelford Counties
            
            
            40
            
            
            
            12.8
            
            
            
            120
            
            
            
            38.4Total
            
            
            120
            
            
            
            38.4
            
            
            
            120
            
            
            
            38.4








On
December 2, 2008, in connection with the Default notice received October 24,
2008, and actions of Dutchess Private Equities Fund, Ltd., all oil and gas
properties/leasehold interests were foreclosed and no longer owned by the
Company.




Set
fourth below is information respecting the developed and undeveloped acreage
owned by the Company in Knox and Ward Counties, Texas, and Sweetwater
County, Wyoming. The Company sold its Wyoming interests included in the table
below on October 30, 2008 and on December 2, 2008 all of its Texas interests
were disposed of:




Developed Acreage
            
            
            Undeveloped AcreageGross
            
            
            Net
            
            
            Gross
            
            
            NetSweetwater
      County, Wyoming, owned throughOctober
      30, 2008
            
            
            320
            
            
            
            160
            
            
            
            960
            
            
            
            360Knox
      County, Texas, owned through December 2, 2008
            
            
            2520
            
            
            
            1890
            
            
            
            -0-
            
            
            
            -0-Ward
      County, Texas, owned through December 2, 2008
            
            
            40
            
            
            
            22.5
            
            
            
            -0-
            
            
            
            -0-Total
            
            
            2880
            
            
            
            2067.5
            
            
            
            960
            
            
            
            360




Production
And Sale Of Oil And Gas





There is
no information relating to the Company’s net oil and gas produced from the
Company’s properties located in Callahan, Stephens, and Shakelford Counties,
West Central Texas after royalties, in Fiscal Year Ended December 31, 2009. Oil
and Gas was not yet produced and online and such required tables therefore
reflect this.




The
following table summarizes certain information relating to the Company’s net
Natural oil and natural gas produced and from the Company’s property interests
held, after royalties, during the periods indicated.




Year Ended December 31,2009
            
            
            *2008Average
      net daily production of oil (Bbl)
            
            
            0
            
            
            
            30.71Average
      net daily production of gas (Mcf)
            
            
            0
            
            
            
            129.05Average
      sales price of oil ($ per Bbl)
            
            $
            0
            
            
            $
            103.74Average
      sales price of gas ($ per Mcf)
            
            $
            0
            
            
            $
            8.00Average
      lifting cost per bbl oil equiv.
            
            $
            0
            
            
            $
            36.96





*Calculations
for 2008 Average net daily production of oil and gas (Mcf) was based on partial
year start up activity averages for the Tubb leasehold estate beginning February
2008 and ending 12/2/2008; for TMD, from January 1, 2008 through October 30,
2008, the sale date for the Company’s 50% working interests in the leases and
equipment; for Fant Ranch Unit, from January 1, 2008 through December 2, 2008
the date of final disposition for the Company’s 100% Working Interests in the
leases and equipment.





Out
Corporate offices are located in Scottsdale, Arizona, and our wholly-owned
subsidiary Firecreek Petroleum, maintained an office in Fort Worth, Texas, but
moved its operations primarily to Scottsdale, Arizona during second quarter of
operations in 2006. Please see also “Certain Relationships and Related
Transactions” for further discussion.




25




The Chief
Executive Officer of the Company provided corporate office space through 2007
and 2008 at no charge. There is no further agreement in place to pay for the
premises. At December 31, 2008 through May 31, 2009 the premises continue to be
provided free of charge. Please see “Certain Relationships and Related
Transactions”.





Exploration
and Production




The Company did
not participate in the drilling, rehabilitation, or reentry of a well
or wells from January through April of 2008. The Company participated
in a  three well program on the J.B. Tubb leasehold estate located in
Ward County Texas for workover, drilling and development programs, bringing
three wells online as a result. In addition The Company through the same time
period  also completed a successful rehabilitation program for
approximately 12 wells located on the Fant Ranch 2,000 plus acre unit, Knox
County Texas.




The
Company, in addition to its present plans contemplated for the Whitt Oil and
Gas, Inc. three well program including first right to drill four wells, are to
successfully acquire attractive oil and gas leases with substantially proven
undeveloped reserves, a preferred majority, or suitable working interest being
available, and can obtain or provide financing or market an interest on terms
acceptable to the Company.




Properties
and Equipment-M3 Lighting, Inc. (M3), a Wholly Owned Subsidiary of the
Company





As of
June 1, 2009 the Company’s Southwest Parent headquarters and operations for
Energy Producers, Inc. are located at 6564 Smoke Tree Lane, Scottsdale, Arizona
85253. The Secretary, Comptroller, and shareholder of the Company provides
approximately 1431 square feet being utilized for the Company charging $1,400 a
month on a  contracted basis. Prior to June 1, 2009, the Chief
Executive Officer and shareholder of the Company provided corporate office space
through 2007 and 2008 at no charge. There was no further agreement in place to
pay for the premises. Through May 31, 2009 the premises continued to be provided
free of charge. In the event that our facilities in Scottsdale should, for any
reason, become unavailable, we believe that alternative facilities are available
at competitive rates. Please see “Certain Relationships and Related
Transactions” for further discussion.





As of May
22, 2009 our headquarters for the Company’s Eastern based operations and M3 are
located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, and are
presently being provided on a co-sharing basis free of charge by officers and
shareholders of the Company. The approximate 1,000 square foot premises continue
to be provided free of charge as of January 15, 2010. Prior to the acquisition
by the Company, in 2008,  M3 relocated its headquarters to co-locate
it with that of a company related by common ownership and management. Under this
arrangement, M3 received office space and support in addition to shared
management in exchange for management fees paid to the related company.
Management fees paid to the related company for these services totaled $20,453
during the year ended December 31, 2008. The Company paid a sales commission of
$2,031 to a non-employee stockholder/director during the year ended December 31,
2008. In the event that our facilities in Atlanta should, for any reason, become
unavailable, we believe that alternative facilities are available at reasonable
rates. Please see “Certain Relationships and Related Transactions” for further
discussion.





Acquisition
of South Atlantic Traffic Corporation (SATCO)





Effective
November 4, 2009, the Company acquired South Atlantic Traffic, Inc. (SATCO). The
acquisition was effected via a stock purchase agreement between Satco and the
Company. In the course of this acquisition, Satco stockholders exchanged all
outstanding common shares for cash consideration, EGPI common shares and
sellers’ notes.





Purchase
Price Allocation Report and Analysis for Certain Intangible Assets acquired by
the Company on the acquisition of SATCO





The
Company commissioned DS Enterprises, Inc. to provide Valuation Analysis and
Purchase Price Allocation Report, along with an Impairment Analysis summary so
that we could determine the fair valuation of the assets owned by South Atlantic
Traffic, Inc., now a wholly owned subsidiary of the Company.





The
Report, issued on April 14, 2010 was performed by Phil Scott, CFA, DS
Enterprises, Inc..





Based on
the Report the Analysis of Fair Value of Intangible Assets for SFAS 141 the
Purchase Price Allocation has been determined to be $2,825,840 which consists of
(i) net current tangible assets and liabilities, (ii) total identified
intangible assets, (Trade Name and Customer Relationships) and (iii) Goodwill,
now wholly owned by the Company.  The Intangible Assets will be
amortized over the appropriate lives of the individual assets.





SATCO
Impairment Analysis and Report Summary





The
Company commissioned DS Enterprises, Inc. to provide an Impairment Analysis and
Report Summary on the SATCO long lived Assets including Intangibles –Goodwill
and other, including Property, Plant and Equipment.





The
Report Summary, issued on March 2, 2010 was performed by Phil Scott, CFA, DS
Enterprises, Inc..





26


Based on
the Report the Report Summary concluded that there were no impairment issues
found.





Property
and Equipment-South Atlantic Traffic, Inc., (SATCO), a Wholly Owned Subsidiary
of the Company





SATCO
headquarters are located at 2295 Towne Lake Pkwy. Suite 116 PMB 305Woodstock, GA
30189, with additional satellite offices in offices in Cocoa, FL / Englewood, FL
/ Woodstock, GA / Charlotte, NC. and Fayetteville N.C. The Company has
non-cancelable operating leases, primarily for office space and certain office
equipment. The operating leases generally contain renewal options for periods
ranging from three months to two years and require the Company to pay all
executory costs such as maintenance and insurance. Rental expense for operating
leases was approximately $65,840 and $59,478 for the years ended December 31,
2008 and 2007, respectively.





Future
minimum lease payments under non-cancelable operating leases  as of
December 31, 2008 are as follows:





Year Ended December 31,
            
            Amount2009
            
            $
            68,7282010
            
            
            19,5042011
            
            
            2,0732012
            
            
            488Thereafter
            
            
            -$
            90,793





Please
see also “Certain Relationships and Related Transactions” for further
discussion.




ITEM
3. LEGAL
PROCEEDINGS





As of the date hereof, there are no material legal proceedings
threatened against us.  In the ordinary course of our business we may
become subject to litigation regarding our products or our compliance with
applicable laws, rules, and regulations.




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


No
matters were submitted to a vote of our security holders during the fourth
quarter of 2009.




PART
II




ITEM
5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





MARKET
PRICE AND DIVIDENDS OF COMPANY




The
Company became available for quotation on the over-the-counter, NASDAQ NQB Pink
Sheets initially January 20, 2000.  As of March 14, 2003, the
Company’s common stock began trading on the over-the-counter market and prices
are reported on the OTC Bulletin Board under the symbol “EFIR.”   The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.





The high
and low sales prices for each full quarterly period for the last two complete
fiscal years, as reported by the OTC Bulletin Board National Quotation Bureau
are set forth below. Such quotations represent prices between dealers, do not
include retail markup, markdown or commission, and do not represent actual
transactions.




2010
            
            
            High
            
            
            
            LowFirst
      Quarter
            
            $
            0.0600
            
            
            $
            0.0070




Year
      Ended December 31, 2009
            
            High
            
            
            LowFirst
      Quarter
            
            $
            0.1600
            
            
            $
            0.0300Second
      Quarter
            
            
            0.1200
            
            
            
            0.0300Third
      Quarter
            
            
            0.1900
            
            
            
            0.0500Fourth
      Quarter
            
            
            0.0950
            
            
            
            0.0510




27




Year Ended December 31, 2008
            
            High
            
            
            LowFirst
      Quarter
            
            $
            0.0057
            
            
            $
            0.0009Second
      Quarter
            
            
            0.0050
            
            
            
            0.0006Third
      Quarter
            
            
            0.0025
            
            
            
            0.0005Fourth
      Quarter (October 1 through October 7, 2008)
            
            
            0.0070
            
            
            
            0.0050*Fourth
      Quarter (October 8 through December 31, 2008)
            
            
            0.2000
            
            
            
            0.0500







*Reflects
Prices For the Period After a One for Two Hundred (1:200) Reverse Stock Split
Effective October 8, 2008.




Year Ended December 31, 2007
            
            High
            
            
            LowFirst
      Quarter
            
            $
            0.0870
            
            
            $
            0.0061Second
      Quarter
            
            
            0.0760
            
            
            
            0.0031Third
      Quarter
            
            
            0.0064
            
            
            
            0.0025Fourth
      Quarter
            
            
            0.0031
            
            
            
            0.0007





As of
March 31,  2010, the Company had issued and outstanding 74,460,069
shares of its common stock held by approximately 1570 holders of record,
 no shares of Series A or B preferred stock outstanding, and 5,000 shares
of its Series C preferred stock,  issued and outstanding.





We have
never declared dividends or paid cash dividends on our common stock and our
board of directors does not intend to distribute dividends in the near future.
The declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and, if
dividends are paid, there is no assurance with respect to the amount of any such
dividend.





Securities Authorized for Issuance
Under Equity Compensation Plans.




The
following information is provided for the period ended December 31, 2009, with
respect to compensation plans (including individual compensation arrangements)
under which equity securities of the issuer are authorized for issuance,
aggregated as follows:





(i)
            All
      compensation plans previously approved by security holders;
      and





(ii)
            All
      compensation plans not previously approved by security
      holders.





28




Equity Compensation Plan
Information





Plan category
            
            Number of securities to be
              issued upon exercise of
              outstanding options,
              warrants and rights
              (a)(1a.)
            
            
            Weighted average exercise
              price of outstanding
              options,
              warrants and rights
              (see footnotes)
              (b)(*)(1.a)
            
            
            Number of securities
              remaining available for
              future
              issuance
              (c)(1.a)(i)
      Equity compensation plans
              approved by security holders
              (Form S-8)2004
      Stock Incentive Plan
            
            
            12,500
            
            
            $
            n/a
            
            
            
            -0-2004
      Stock Incentive Plan 2
            
            
            7,000
            
            
            $
            n/a
            
            
            
            -0-2005
      Stock Incentive Plan (1)
            
            
            13,000
            
            
            $
            8
            *
            
            
            6,5002009
      Stock Incentive Plan
            
            
            10,000,000
            
            
            $
            0.15
            
            
            
            920,000Total
      for Plans Filed On Form S-8
            
            
            10,032,500
            
            
            $
            
            
            
            
            926,500Equity
      compensation plans
              approved by security
      holdersTirion
      Group, Inc. -Warrant (2)(5)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-DLM
      Asset Management,-Warrant (2)(7)
            
            
            16,750
            
            
            $
            12
            
            
            
            16,750Tirion
      Group, Inc.-Warrant (2)(7)
            
            
            16,750
            
            
            $
            12
            
            
            
            16,750John
      R Taylor-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-William
      E. Merritt-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-George
      B. Faulder-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-Dr.
      Mousa Hawamdah-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-James
      Barker-Option (4)
            
            
            5,000
            
            
            $
            n/a
            
            
            
            -0-Charles
      Alliban-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-Dennis
      R. Alexander-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-Gregg
      Fryett-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-Peter
      Fryett-Option (4)
            
            
            10,000
            
            
            $
            n/a
            
            
            
            -0-Joseph
      M. Vasquez (10)
            
            
            500,000
            
            
            $
            1
            
            
            
            500,000Barclay
      Lyons LLC -Warrant (11)
            
            
            1,000,000
            
            
            $
            1
            
            
            
            1,000,000Barclay
      Lyons LLC -Warrant (12)
            
            
            1,000,000
            
            
            $
            1.25
            
            
            
            1,000,000The
      Ep Group. -Warrant (11)
            
            
            1,000,000
            
            
            $
            1
            
            
            
            1,000,000The
      Ep Group. -Warrant (12)
            
            
            1,000,000
            
            
            $
            1.25
            
            
            
            1,000,000War
      Chest Capital Multi Strategy Fund, LLC -Warrant (11)
            
            
            1,000,000
            
            
            $
            1
            
            
            
            1,000,000War
      Chest Capital Multi Strategy Fund, LLC -Warrant (12)
            
            
            1,000,000
            
            
            $
            1.25
            
            
            
            1,000,000


(ii)
      Equity compensation plansnot approved by security
      holders
            
            
            
            
            
            $M.
      Herzog-Option (3)
            
            
            3,000
            
            
            $
            n/a
            
            
            
            -0-(Mel
      Herzog and Charlotte Herzog TTEE UA DTD Jan 31, 1994 Herzog Revocable
      Living Trust JT Grantors)D.
      Alexander-Option (3)
            
            
            3,000
            
            
            $
            n/a
            
            
            
            -0-M.
      Alexander-Option (3)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-D.
      Kronenberg-Option (3)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-(David
      J. Kronenberg Assigned to D.J. and S.M. Kronenberg Family
      LLLP)L.
      Trapp-Option (3)
            
            
            3,000
            
            
            $
            n/a
            
            
            
            -0-T.
      Richards-Option (3)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-Bradley
      Ray-Option (3)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-Steven
      Antebi-Warrant (2)
            
            
            20,000
            
            
            $
            n/a
            
            
            
            -0-Sapphire
      Consultants-Warrant (2)(6)
            
            
            12,500
            
            
            $
            4
            
            
            
            12,500Confin
      International Inv.-Warrant (2)(6)
            
            
            18,750
            
            
            $
            4
            
            
            
            18,750John
      Brigandi-Warrant (2)
            
            
            3,125
            
            
            $
            4
            
            
            
            1,560Steven
      Antebi-Warrant (8)
            
            
            20,000
            
            
            $
            n/a
            
            
            
            -0-Joseph
      M. Vasquez (9)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-Joseph
      M. Vasquez (9)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-Joseph
      M. Vasquez (9)
            
            
            2,500
            
            
            $
            n/a
            
            
            
            -0-Total
      (1)
            
            
            6,729,375
            
            
            $
            1.19
            **
            
            
            6,566,310


(1a.)   Information
listed under column (a), (b) and (c) reflects adjustment for 1:200 post reverse
split (one (1) share for two hundred (200)) share basis which was effective at
October 8, 2008.





(*)     Information
listed for column (b) in the table above represents the exercise or strike price
for each option or warrant.





(**)   The
final Total listed for column (b) in the table above represents the weighted
average exercise price for all  options and warrants listed and noted
(2), through (11) in the table only.




(1)
Omitted.





(2) The
Company provided warrants to a lender and various consultants during 2005. For
further information regarding terms of these warrants to purchase underlying
shares of the Company’s common stock issued, please see our Registration
Statement on Form SB-2, as amended, and incorporated herein by
reference.




(3)
Represents historical options issued by the Company. For further information
regarding terms for these options, please see information furnished in our Form
10-KSB, Amendment No. 3, filed on October 4, 2002, and incorporated herein by
reference. As of November 30, 2007 these options have expired.




29




(4)
Represents options issued by the Company as part of the Firecreek Petroleum,
Inc. acquisition which vested, becoming available for exercise February 9, 2005.
For terms of these options, please see information furnished in a Current Report
on Form 8-K/A (Amendment No. 2), filed on September 16, 2004, and incorporated
herein by reference. As of February 9, 2009, these options have
expired.




(5) The
strike price for the Tirion warrant is 80% of the average of the then lowest
three closing bids for the previous 30 days from the date the warrants are
exercised. For further information regarding terms of the warrant please see our
Registration Statement on Form SB-2, as amended, and incorporated herein by
reference. As of May 19, 2007 these warrants have expired.




(6) On
March 14, 2006 the Company notified the holders of the warrants that they must
exercise their warrants for cash or the Warrants will be cancelled without
further notice, 30 days following such notice thereof.




(7)
Represents an assignment of 3,350,000 shares underlying warrants held by DLM
Asset Management, Inc. to Tirion Group, Inc. on February 14, 2006.




(8)
Represents warrants issued by the Company in behalf of an extension and
amendment of a Corporate Advisory Agreement with Steven Antebi, dated January
30, 2006. For further information regarding the terms of the extension and
amendment of a Corporate Advisory Agreement, and corresponding warrant agreement
please see a Current Report on Form 8-K/A, filed on February 3, 2006,
incorporated herein by reference. As of January 30, 2009, these warrants have
expired.




(9)
Represents options issued by the Company on behalf of an Advisory Service
Agreement with Joseph M. Vasquez dated March 1, 2006. For further information
regarding the terms of the option agreements please see an amended Current
Report on Form 8-K/A, filed on March 17, 2006, incorporated herein by reference.
These options expired on March 1, 2009.





(10) On
February 1, 2009, the Company entered into an Advisory Service Agreement with
Joseph M. Vazquez. As part of the terms of the Agreement the Company issued to
Mr. Vasquez three year warrants to purchase 500,000 shares at $1.00 per share
exercise price for the underlying common shares.





(11)
Represents shares of our Common Stock issuable upon the exercise of outstanding
three-year warrants. The Warrants issued by the Company were a part of
additional consideration for the issuance of three short term 6 month $50,000
secured convertible promissory notes to institutional investors on December 22,
2009. The exercise price for shares of common stock underlying the Warrants is
set at $1.00 per share. The Warrants immediately vest on the issue date expiring
three (3) years thereafter. Summary information the promissory note issuances
are incorporated in a Current Report listed under item 8.01 Other Information on
Form 8-K, filed on December 29, 2009.





(12)
Represents shares of our Common Stock issuable upon the exercise of outstanding
three-year warrants. The Warrants issued by the Company were a part of
additional consideration for the issuance of three short term 6 month $50,000
secured convertible promissory notes to institutional investors on December 22,
2009. The exercise price for shares of common stock underlying the Warrants is
set at $1.25 per share. The Warrants immediately vest on the issue date expiring
three (3) years thereafter. Summary information the promissory note issuances
are incorporated in a Current Report listed under item 8.01 Other Information on
Form 8-K, filed on December 29, 2009.





Omitted
and Not Calculated In The Table Above Issued After December 31,
2009





(13) On
January 15, 2010, 2,000,000 shares of our Common Stock are issuable according to
a Registration Rights Agreement, and further in behalf of a conversion of
callable secured promissory notes having the mandatory registration rights held
by St. George Investments, LLC.  The Conversion Price of the notes shall be
determined by dividing (a) the Conversion Amount by (b) seventy five percent
(75%) of the lower of (i) $0.08 per share, or (ii) the average volume-weighted
average price (the “VWAP”) for
the three business days with the lowest average VWAP of the twenty trading days
immediately preceding the date set forth in a Conversion Notice (the lower of
the foregoing, the Conversion
Price”).





RECENT
SALES OF UNREGISTERED SECURITIES





During
the last three years, the registrant has issued unregistered securities to the
persons, as described below.  None of these transactions involved any
underwriters, underwriting discounts or commissions, except as specified below,
or any public offering, and the registrant believes that each transaction was
exempt from the registration requirements of the Securities Act of 1933 by
virtue of Section 4(2) thereof and/or Regulation D promulgated
thereunder.  All recipients had adequate access, though their
relationships with the registrant, to information about the registrant.





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





*) (**)
On March 3, 2010, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following person as part of the acquisition of
Redquartz LLC.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationPatrick
      Kelly (1)
              c/o
      3400 Peachtree Road S-111
              Atlanta,
      Georgia 30326
            
            3/3/10
            
            
            100,000
            
            Acquisition
      Costs
              Redquartz
      LLC.
            
            $
            2,500


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





(**)
$2,500 of the financing proceeds in the immediately preceding table was used
primarily for part of the costs related to the acquisition of Redquartz LLC
..





(1)
            Mr.
      Patrick Kelly is a shareholder, and is not an affiliate, director, or an
      officer of the Company.





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





(*) (**)
On March 1, 2010, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following persons for extension of financial
obligations rendered to the Company.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationThomas
      J. Richards (1)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            3/1/10
            
            
            300,000
            
            For
      extension of financial
              obligation
      due dates
              rendered
      to the Company
            
            $
            8,100


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





(**)
$8,100 of the financing proceeds in the immediately preceding table was used
primarily for extension of financial terms and other consideration
..





(1)
            Mr.
      Thomas J. Richards is a shareholder, and is not an affiliate, director, or
      an officer of the Company.





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





*) (**)
On February 23, 2010, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following person for advisory services rendered to the
Company.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationJames
      Skalko (1)
              3457
      Rockcliff Place
              Longwood,
      Fl. 32779
            
            2/23/10
            
            
            400,000
            
            Advisory
      Services
            
            $
            10,000


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





(**)
$10,000 of the financing proceeds in the immediately preceding table was used
primarily for advisory services rendered to the Company.





(1)
            Mr.
      James Skalko is a shareholder, and is not an affiliate, director, or an
      officer of the Company.





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









(*) (**)
On February 5, 2010, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following entity for financial advisory services
retainer.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationJessup
      and Lamont Securities Corporation (1)
            
            2/5/10
            
            
            500,000
            
            Financial
      Advisory Services
            
            $
            17,000650
      Fifth Avenue, 3rd
      floor
            
            
            
            
            
            
            RetainerNew
      York, NY 10019





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





(**)
$17,000 of the financing proceeds in the immediately preceding table was used
primarily for retainer related to financial advisory services.





(1)
            Jesup
      Lamont Securities Corporation is a shareholder, and is not an affiliate,
      director, or an officer of the
Company.




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





(*) (**)
On February 3, 2010, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following entity for document and preparation fees.
This issuance has recently been terminated and withdrawn on February 24,
2010.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationKodiak
      Capital Group, LLC, (1)
            
            2/3/10
            
            
            1,800,000
            
            Document
      and Preparation
            
            $
            61,200One
      Columbus Place, 25th
      Floor
            
            
            
            
            
            
            FeesNew
      York, NY 10019





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





(**)
$61,200 of the financing proceeds in the immediately preceding table was used
primarily for document and preparation fees.





(1)
            Kodiak
      Capital Group, LLC is a shareholder, and is not an affiliate, director, or
      an officer of the Company.




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





30





On
January 15, 2010, the Company entered into an Agreement for a direct financial
obligation providing the deposit necessary towards the Company’s acquisition of
Southwest Signal, Inc. (SWSC). An amount of $1,000,000.00 (net of $925,000.00
less origination fee thereon) was paid to SWSC through the issuance and sale to
St. George Investments, LLC, an Illinois limited liability company, of a secured
promissory note and a convertible promissory note (the “Financing”).
Theterms of the
Financing are reflected in i) a Note Purchase Agreement ii) a Secured Promissory
Note, iii) a Convertible Promissory Note, iv) a Letter of Credit, v) a
Registration Rights Agreement, and vi) a Funding and Letter of Credit Agreement,
and all other agreements, instruments and documents being or to be executed and
delivered thereon. Approximately 2,000,000 shares of the Company’s Common Stock
are issuable according to the Registration Rights Agreement, and further in
behalf of a conversion of the form of (callable) secured convertible promissory
notes in the amount of $86,000, subject to terms, including terms of default,
and further adjustments thereon, and having such mandatory registration rights
held by St. George Investments, LLC.  The Conversion Price of the notes
shall be determined by dividing (a) the Conversion Amount by (b) seventy five
percent (75%) of the lower of (i) $0.08 per share, or (ii) the average
volume-weighted average price (the “VWAP”) for
the three business days with the lowest average VWAP of the twenty trading days
immediately preceding the date set forth in a Conversion Notice (the lower of
the foregoing, the Conversion
Price”).  For further information please see information and
exhibits furnished in our Current report on form 8-K, as amended, filed with the
SEC on January 22, and February 8, 2010, respectively.





The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities.





As of the
date of this report we have not completed our acquisition of SWSC and there can
be no assurance that we will be successful in our acquisition of
SWSC.









I.
 (*)(**) On January 12, 2010, by majority consent of the Board of
Directors, the Registrant approved the following issuances of its restricted
common stock, par value $0.001 per share, to the following persons for and
behalf of consideration as follows:




Type
      of
            
            Fair
      Market Value ofName
      and Address (***)
            
            Date
            
            Share
      Amount
            
            Consideration
            
            ConsiderationThomas
      J. Davis (1)
            
            12/14/2009
            
            
            595,238
            
            Working
      Capital
            
            $
            25,000.0099
      Hawley Street Suite 216
            
            
            
            
            
            
            SATCO
      SubsidiaryBinghamton,
      Ny 13901Judd
      A. Heredos (1)
            
            1/4/2010
            
            
            416,800
            
            Working
      Capital
            
            $
            12,504.001060
      Beckingham Drive
            
            
            
            
            
            
            SATCO
      SubsidiarySt.
      Augustine, FL 32092Mehrdad
      Tabrizi (1)
            
            12/30/2009
            
            
            238,095
            
            Working
      Capital
            
            $
            10,000.004500
      Columns Drive
            
            
            
            
            
            
            SATCO
      SubsidiaryMarietta,
      GA 30067Herbert
      Jackenthal (1)
            
            12/14/2009
            
            
            33,334
            
            Working
      Capital
            
            $
            1,000.0037
      St. James Drive
            
            
            
            
            
            
            SATCO
      SubsidiaryPalm
      Beach Gardens, FL 33418Geoffrey
      Peirce Sullivan (1)
            
            12/30/2009
            
            
            50,000
            
            Working
      Capital
            
            $
            1,500.0033
      St. James Drive
            
            
            
            
            
            
            SATCO
      SubsidiaryPalm
      Beach Gardens, FL 33418


(*)
Issuances are approved, subject to such persons agreeing in writing to i) comply
with applicable securities laws and regulations and make required disclosures;
and ii) be solely and entirely responsible for their own personal, Federal,
State, and or relevant single or multi jurisdictional income taxes, as
applicable.




(**)
$50,004 worth of common stock in the immediately preceding table was used
primarily in consideration of working capital requirements for the Company’s
wholly owned subsidiary South Atlantic Traffic Corporation (SATCO).





(1) The
above named individuals are not affiliates, directors, or officers of the
Registrant.





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





II. (*)
(**) On January 12, 2010, by majority consent of the Board of Directors, the
Company approved the following issuances of its restricted common stock, par
value $0.001 per share, to the following persons for extension of financial
obligations rendered and legal and advisory services rendered to the Company,
respectively.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationThomas
      J. Richards (1)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            12/1/09
            
            
            300,000
            
            For
      extension of financial
              obligation
      due dates
              rendered
      to the Company
            
            $
            25,500Michael
      Brenner (2)
              C/O
      Michael Brenner,
              Attorney
      At Law
              314
      Clematis Street
              Suite
      200
              West
      Palm Beach, Florida 33401
            
            1/12/10
            
            
            600,000
            
            Legal
      & Advisory Services
              rendered
      to the Company
            
            $
            33,000


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





(**)
$58,500 of the financing proceeds in the immediately preceding table was used
primarily for extension of financial terms and other consideration , and legal
and advisory services rendered to the Company, respectively.





(1)
            Mr.
      Thomas J. Richards is a shareholder, and is not an affiliate, director, or
      an officer of the Company.(2)
            Mr.
      Michael Brenner is a shareholder, and is not an affiliate, director, or an
      officer of the Company.





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







On
December 22, 2009, the Company issued and sold an aggregate of $150,000
principal amount 6 month convertible promissory notes subject to provisions and
adjustments, and cash and or cashless warrants to purchase an aggregate of
6,000,000 shares of its underlying common stock to three Lenders. The Notes
and accrued but unpaid interest (appx 20% pre default adj) thereon are
convertible at the option of the Lenders into shares of the Company’s common
stock. The three Lenders / Investors each purchased a $50,000 Note together
in the aggregate $150,000, the total amount. The Notes may not be prepaid in
whole or in part, at any time, without the prior written consent of the
Lenders.  If the Company doesn’t otherwise pay One Hundred Ten percent
(110%) of the value of the Notes when due at the end of six month, the Lenders
shall have the right as follows: To demand from the Company One Hundred Ten
percent (110%) of the value of the Notes unless otherwise converted pursuant to
a default and the Lenders each have rights including, i) to accelerate the
maturity of the Notes and demand immediate payment in full, ii) exercise all
legally available rights and privileges including the provision that without any
further action on the part of Lender, interest will thereafter accrue at the
rate equal to the lesser of 36% per annum or the highest rate permitted by
applicable law, per annum (the “Default Rate”), until all outstanding principal,
interest and fees are repaid in full by Borrower, iii) to convert the
outstanding principal and interest of each of the Notes into fully-paid and
nonassessable shares of Borrower’s Common Stock at a 50% discount to average
“Fair Market Value” (the “Conversion Rate”) at the time of
Conversion.  ”Fair Market Value” on a date shall be the average of the
daily closing prices for the five (5) consecutive trading days before such date
excluding any trades which are not bona fide arm’s length transactions. The
closing price for each day shall be (a) if such security is listed or admitted
for trading on any national securities exchange, the last sale price of such
security, regular way, or the mean of the closing bid and asked prices thereof
if no such sale occurred, in each case as officially reported on the principal
securities exchange on which such security are listed, or (b) if quoted on
NASDAQ or any similar system, and other methods determined in accordance with
the terms and provisions of the Notes between the Company and
Lenders.


Regarding
the cash and or cashless Warrants: Each of the three Lenders received cash and
or cashless Warrants to purchase 1,000,000 shares of the Company’s common stock
at $1.00 per share exercise price for the underlying common shares, and each of
the three Lenders each also received Warrants to purchase 1,000,000 shares of
the Company’s common stock at $1.25 per share exercise price relative to the
underlying common shares. Terms for all of the Warrants include immediate
vesting on the issue date and expire three (3) years thereafter. The Warrants
may be exercised by payment of cash or by shares of the Company’s common stock,
or any combination of both. The shares are only convertible after maturity or a
default at June 22, 2010.





The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities.





31





I.
 (*)(**) On December 18, 2009, by majority consent of the Board of
Directors, the Registrant approved the following issuances of its restricted
common stock, par value $0.001 per share, to the following persons for and
behalf of consideration for the Acquisition of Sierra Pipeline, LLC membership
interests.




Name
            
            Date
            
            Share Amount(****)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationDon
      Tyner and Nancy Tyner, JTWROS  (***)(****)/(1)
              9807
      Highridge Drive
              Las
      Vegas, Nevada 89134
            
            12/18/09
      to be effective 1/4/2010
            
            
            2,000,000
            
            In
      consideration of
              Acquisition
      of Sierra
              Pipeline,
      LLC Membership
              Interests
            
            $
            160,000Steven
      Antebi (***)(****)/(2)
              10550
      Fontenelle Way,
              Los
      Angeles, California, 90077
            
            12/18/09
            
            
            500,000
            
            In
      consideration of
              Acquisition
      of Sierra
              Pipeline,
      LLC Membership
              Interests
            
            $
            40,000


(*)
Issuances are approved, subject to such persons agreeing in writing to i) comply
with applicable securities laws and regulations and make required disclosures;
and ii) be solely and entirely responsible for their own personal, Federal,
State, and or relevant single or multi jurisdictional income taxes, as
applicable.




(**)
$200,000 worth of common stock in the immediately preceding table was used
primarily in consideration of Acquisition of Sierra Pipeline, LLC Membership
Interests.





(1)
            Don
      Tyner and Nancy Tyner, JTWROS, are not currently affiliates, directors, or
      officers of the Registrant.(2)
            Steven
      Antebi provides other Business Consulting and advisory services, and is
      not currently a director, or officer of the
  Registrant..





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





(****)
The shares are to be included for registration in a registration statement on a
best efforts basis by the Registrant in accordance with the terms of
agreement.





II.
 (*)(**) On December 18, 2009, by majority consent of the Board of
Directors, the Registrant approved the following issuances of its restricted
common stock, par value $0.001 per share, to the following person for services
rendered.





Name
            
            Date
            
            Share Amount(****)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationSteven
      Antebi (***)(****)(1)
              10550
      Fontenelle Way,
              Los
      Angeles, California, 90077
            
            12/18/06
            
            
            3,400,000
            
            Consultant/Advisory
            
            $
            272,000THE
      ANTEBI 1995 CHILDRENS INSURANCE & OTHER TRUST, PHIL LONDON TTE
      (***)(****)/(2)
              10550
      Fontenelle Way,
              Los
      Angeles, California, 90077
            
            12/18/09
            
            
            600,000
            
            Consultant/Advisory
              (Steven
      Antebi)
            
            $
            48,000







(*)
Issuances are approved, subject to such persons agreeing in writing to i) comply
with applicable securities laws and regulations and make required disclosures;
and ii) be solely and entirely responsible for their own personal, Federal,
State, and or relevant single or multi jurisdictional income taxes, as
applicable.




(**)
$320,000 worth of common stock in the immediately preceding table was used
primarily in consideration of services rendered to the Company.





32


(1)
            Steven
      Antebi provides other Business Consulting and advisory services, and is
      not currently a director, or officer of the Registrant.(2)
            THE
      ANTEBI 1995 CHILDRENS INSURANCE & OTHER TRUST, PHIL LONDON TTE, are
      per directive of Steven Antebi, which provides Business Consulting and
      advisory services, and is not currently a director or officer of the
      Registrant.





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





(****)
The shares are to be included for registration in a registration statement on a
best efforts basis by the Registrant in accordance with the terms of
agreement.








(*) (**)
On December 18, 2009, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following persons in behalf of loans made to the
Company’s wholly owned subsidiary Southwest Atlantic Traffic, Inc.
(SATCO).





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationKelly
      Davis (1)
            
            12/18/2009
            
            
            100,000
            
            Grant
      of Shares in behalf
            
            $
            9,0001389
      Village Park Drive NE
            
            
            
            
            
            
            Of
      Loans Made to SATCOAtlanta,
      GA 30319Michael
      Kocan (2)
            
            12/18/2009
            
            
            100,000
            
            Grant
      of Shares in behalf
            
            $
            9,0001200
      Northcliff Trace
            
            
            
            
            
            
            Of
      Loans Made to SATCORoswell,
      GA 30076Robert
      S. Miller Jr. (3)
            
            12/18/2009
            
            
            100,000
            
            Grant
      of Shares in behalf
            
            $
            9,000718
      Peachtree Hills Circle
            
            
            
            
            
            
            Of
      Loans Made to SATCOAtlanta,
      GA 30305


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





(**)
$27,000 of the financing proceeds in the immediately preceding table was used
primarily for a grant of shares in behalf of loans made to the Company’s wholly
owned subsidiary South Atlantic Traffic, Inc. (SATCO).





(1)
            Kelly
      Davis. is a shareholder, and not an officer or director or an affiliate of
      the Company.(2)
            Michael
      Kocan is a shareholder, and is an Officer and Director of the
      Company.





(3)
            Robert
      S. Miller Jr. is a shareholder, and is an Officer and Director of the
      Company.





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








I  (*)
(**) On November 13, 2009, by majority consent of the Board of Directors, the
Company approved the following issuances of its restricted common stock, par
value $0.001 per share, to the following person or entity for document and
preparation fees.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationRyan
      Hodson, (1)
            
            11/13/09
            
            
            600,000
            
            Document
      and Preparation Fees
            
            $
            40,800One
      Columbus Place, 25th
      FloorNew
      York, NY 10019





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





(**)
$40,800 of the financing proceeds in the immediately preceding table was used
primarily for document and preparation fees.




33




(1)
            Ryan
      Hodson (nominee of Kodiak Capital Group, LLC) is a shareholder, and is not
      an affiliate, director, or an officer of the
  Company.




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





II  (*)
(**) On November 13, 2009, by majority consent of the Board of Directors, the
Company approved the following issuances of its restricted common stock, par
value $0.001 per share, to the following person or entity for document and
preparation fees.





Name
      and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationVincent
      & Rees, L..C. (1)
            
            11/13/2009
            
            
            140,000
            
            Legal
      and Advisory Services
            
            $
            9,520175
      S. Main Street, 15th
      FloorSalt
      Lake City, UT 84111Callie
      Tempest Jones (2)
            
            11/13/2009
            
            
            20,000
            
            Legal
      and Advisory Services
            
            $
            1,360175
      S. Main Street, 15th
      FloorSalt
      Lake City, UT 84111Chase
      Chandler (3)
            
            11/13/2009
            
            
            20,000
            
            Legal
      and Advisory Services
            
            $
            1,360175
      S. Main Street, 15th FloorSalt
      Lake City, UT 84111Lisa
      Demmons (4)
            
            11/13/2009
            
            
            20,000
            
            Legal
      and Advisory Services
            
            $
            1,360175
      S. Main Street, 15th FloorSalt
      Lake City, UT 84111Michael
      Kocan (5)
            
            11/13/2009
            
            
            297,357
            
            Exch
      for Cancellation of
            
            $
            20,2201200
      Northcliff Trace
            
            
            
            
            
            
            Debt
      OwedRoswell,
      GA 30076


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





(**)
$33,820  of the financing proceeds in the immediately preceding table
was used primarily for legal and advisory services, and exchange for
cancellation of debt owed, respectively.





(1)
            Vincent
      & Rees L.P. is a shareholder, and provides legal and advisory services
      to the Company. Vincent and Rees L.P. is not an affiliate of the
      Company.(2)
            Callie
      Tempest Jones is with the firm Vincent & Rees L.P. and provides legal
      and advisory services to the Company. Mrs. Jones is a shareholder, and is
      not an affiliate, officer, or director of the
  Company.





(3)
            Chase
      Chandler is with the firm Vincent & Rees L.P. and provides legal and
      advisory services to the Company. Mr. Chandler is a shareholder and is not
      an affiliate, officer, or director of the Company.(4)
            Lisa
      Demmons is with the firm Vincent & Rees L.P. and provides legal and
      advisory services to the Company. Mrs. Demmons is a shareholder, and is
      not an affiliate, officer, or director of the
  Company.





(5)
            Michael
      Kocan is a shareholder, and an Officer and Director of the
      Company.





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








On
November 4, 2009, the Company entered into a Stock Purchase Agreement (the
“Agreement”) by and among itself, Bob Joyner, a Florida resident (“Joyner”),
Stewart Hall, a North Carolina resident (“Hall”), Hunter Intelligent Traffic
Systems, LLC, a Georgia limited liability company located at 1021 Golf Estates
Drive, Woodstock Georgia 30189 (“Hunter”) and together with Joyner and Hall,
hereinafter sometimes referred to individually as a “Seller” and collectively
as, (the “Sellers”), and South Atlantic Traffic Corporation, a Florida
corporation located at 2295 Towne Lake Pkwy., Suite 116 PMB 305, Woodstock,
Georgia, 30189 ( “SATCO”), (the Sellers, the Purchaser, the Corporation
collectively referred to as the “Parties”), and whereas the Registrant shall
acquire all of the outstanding stock and interests held in SATCO from the
Sellers.





34


As a
result of the Merger, and further, subject to adjustment as described in Item
1.01 of our Current Report on Form 8-K filed with the SEC on November 12, 2009,
the SATCO Stockholders received, in exchange for all of their SATCO Common
Stock, the aggregate total of 2,908,000 shares of the EGPI Common Stock subject
to adjustment and therein the Agreement and further as listed in the above
stated Current Report on Form 8-K.




The
shares were issued in reliance upon an exemption from registration pursuant to
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act.  All of the SATCO Stockholders hold their
securities for investment purposes without a view to distribution and had access
to information concerning EGPI and our business prospects, as required by the
Securities Act.  In addition, there was no general solicitation or
advertising for the purchase of the shares of EGPI Common Stock.  Our
securities were issued only to accredited investors or sophisticated investors,
as defined in the Securities Act with whom we had a direct personal preexisting
relationship, and after a thorough discussion.  Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect to
their transfer.








(*) (**)
On October 1, 2009, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following person for Investor and Public Relations
Services for the Company.





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





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





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





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




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








(*) (**)
On September 17, 2009, by majority consent of the Board of Directors, the
Company approved the following issuances of its restricted common stock, par
value $0.001 per share, to the following person for extension of financial
obligations rendered (see Items 1.01 and 2.03 above.)





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationThomas
      J. Richards (1)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            9/17/09
            
            
            300,000
            
            For
      extension of financial
              obligation
      due dates
              rendered
      to the Company
            
            $
            42,000





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





(**)
$42,000 of the financing proceeds in the immediately preceding table was used
primarily for extension of financial terms and other consideration rendered to
the Company.




(1)
            Mr.
      Thomas J. Richards is a shareholder, and is not an affiliate, director, or
      an officer of the Company.




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




35





(*) (**)
On July 29, 2009, by majority consent of the Board of Directors, the Company
approved the following issuances of its restricted common stock, par value
$0.001 per share, to the following persons for advisory services
rendered.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationCST
      Group, Inc. (1)
              c/o
      Trump Palace
              18101
      Collins Avenue Unit #4401
              Sunny
      Isles Beach,
              Florida
      33160
            
            7/29/09
            
            
            238,680
            
            For
      services rendered to the Company or M3 Lighting, Inc.
            
            $
            16,708Joseph
      Gourlay (2)
              20000
      E. Country Club Drive
              Miami,
      Florida
              Apt.
      #410
            
            7/29/09
            
            
            238,681
            
            For
      services rendered to the Company or M3 Lighting, Inc.
            
            $
            16,708





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





(**)
$33,416 of the financing proceeds in the immediately preceding table was used
primarily in consideration of services rendered to the Company and/or M3
Lighting, Inc. (“M3”).




(1)
            Per
      directive of Mr. Stuart Siller to CST Group, Inc., a shareholder/advisor
      of the Company.





(2)
            Mr.
      Joseph Gourlay, is a shareholder/advisor of the
  Company.




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








On May
21, 2009, the Company, Asian Ventures Corp., a Nevada corporation (its wholly
owned “Subsidiary”), M3 Lighting, Inc., a Nevada corporation (“M3”), and
Strategic Partners Consulting, L.L.C., a Georgia limited liability company
(“Strategic Partners”) executed and closed a Plan and Agreement of Triangular
Merger (the “Plan of Merger”), whereby M3 merged into the Subsidiary, a
wholly-owned subsidiary of the Company (the “Merger”).  As a result of
the Merger, the stockholders of M3 (the “M3 Stockholders”) and Strategic
Partners received 14,210,809 shares of the common stock of the registrant, no
par value per share (the “EGPI Common Stock”) in exchange for all of their
listed in our Current Report on Form 8-K, as amended, filed with the SEC on May
27, 2009.





Following
the Effective Date, the Company had approximately 23,868,015 shares of the EGPI
Common Stock issued and outstanding, owned as follows: (a) 9,547,206 shares
owned by the EGPI Stockholders; (b) 11,934,007 shares owned by the M3
Stockholders, subject to adjustment as described in our Current Report on Form
8-K, as amended, filed with the SEC on May 27, 2009, and its sub paragraph five
of Para.13. listed under Item 2.01 Completion of Acquisition or Disposition of
Assets, therein and elsewhere in that Report; and (c) 2,386,802 shares owned by
Strategic Partners as described also therein the above stated
Report.





The
shares were issued in reliance upon an exemption from registration pursuant to
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act.  All of the M3 Stockholders and Strategic
Partners took their securities for investment purposes without a view to
distribution and had access to information concerning EGPI and our business
prospects, as required by the Securities Act.  In addition, there was
no general solicitation or advertising for the purchase of the shares of EGPI
Common Stock and the EGPI Series C Preferred Stock.  Our securities
were issued only to accredited investors or sophisticated investors, as defined
in the Securities Act with whom we had a direct personal preexisting
relationship, and after a thorough discussion.  Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect to
their transfer.


36







I.
 (*) (**) On February 8, 2009, by majority consent of the Board of
Directors, the Company approved the following issuances of its restricted common
stock, par value $0.001 per share, to the following persons for services
rendered.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationJeffrey
      M. Proper
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            250,000
            
            For
      services rendered to the Company or FPI
            
            $
            15,000Thomas
      J. Richards
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            390,000
            
            For
      services rendered to the Company or FPI
            
            $
            23,400Larry
      W. Trapp
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            300,000
            
            For
      services rendered to the Company or FPI
            
            $
            18,000Melvena
      Alexander
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            180,000
            
            For
      services rendered to the Company or FPI
            
            $
            10,800Joanne
      M. Sylvanus
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            275,000
            
            For
      services rendered to the Company or FPI
            
            $
            16,500Clifton
      Onolfo
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            2/8/09
            
            
            150,000
            
            For
      services rendered to the Company or FPI
            
            $
            9,000





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





(**)
$92,700 of the financing proceeds in the immediately preceding table was used
primarily in consideration of services rendered to the Company and/or Firecreek
Petroleum, Inc. (“FPI”).




(1)
            Mr.
      Jeffrey M. Proper, Esq., for legal advisory and consulting services; Mr.
      Proper is a shareholder.(2)
            Mr.
      Thomas J. Richards, for business and consulting and advisory services; Mr.
      Richards is a shareholder and an advisor of the
  Company.





(3)
            Mr.
      Larry W. Trapp, for business and consulting and advisory services; He is a
      shareholder, an officer, (Executive Vice President, and Co-Treasurer) and
      director of the Company and Firecreek Petroleum, Inc.(4)
            Melvena
      Alexander, for day to day operational services and business provisions;
      Mrs. Alexander is a shareholder, and an officer (Secretary, Comptroller,
      and Co Treasurer) of the Company.





(5)
            Joanne
      M. Sylvanus provides accounting and advisory services to the Company and
      FPI, and is a shareholder of the Company.(6)
            Mr.
      Cliff Onolfo, Miami Florida, for business and financial advisory services;
      He is a shareholder and advisor of the Company. The shares are to be held
      at the Company offices to be released as additional financial success fee
      compensation. The shares to be returned to Company Treasury if there is no
      performance completed within 90 days of the date of this
      Resolution.





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







II. (*)
(**) On February 5, 2009, by majority consent of the Board of Directors, the
Company approved the following issuances of its restricted common stock, par
value $0.001 per share, to the following persons for services
rendered.





Name and Address (***)
            
            Date
            
            Share Amount(***)
            
            Type of Consideration
            
            Fair Market Value of
              ConsiderationJoseph
      M. Vazquez III
              5324
      Pine Tree Drive
              Miami
      Beach, FL. 33140
            
            2/5/09
            
            
            340,000
            
            For
      services rendered
            
            $
            20,400David
      M. Rees
              175
      E. 400 South, Suite 2000
              Salt
      Lake City, Utah 84111
            
            2/5/09
            
            
            300,000
            
            For
      services rendered
            
            $
            18,000Callie
      Tempest Jones
              175
      E. 400 South, Suite 2000
              Salt
      Lake City, Utah 84111
            
            2/5/09
            
            
            25,000
            
            For
      services rendered
            
            $
            1,500Chase
      Chandler
              175
      E. 400 South, Suite 2000
              Salt
      Lake City, Utah 84111
            
            2/5/09
            
            
            15,000
            
            For
      services rendered
            
            $
            900


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





37


(**)
$40,800 of the financing proceeds in the immediately preceding table was used
primarily in consideration of services rendered to the Company and/or Firecreek
Petroleum, Inc. (“FPI”).




(1)
            (****)
      Mr. Joseph M. Vazquez for legal advisory and consulting services, and is a
      shareholder of the Company.(2)
            Mr.
      David M. Rees  for legal engagement and advisory services with
      the firm Vincent & Rees. Mr. Rees is a shareholder of the
      Company.





(3)
            Mrs.
      Callie Tempest Jones for legal engagement and advisory services with the
      firm Vincent & Rees, Mrs. Jones is a shareholder of the
      company.(4)
            Mr.
      Chase Chandler for legal engagement and advisory services with the firm
      Vincent & Rees. Mr. Chandler is a shareholder of the
      Company.





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








On
February 1, 2009, the Company entered into an Advisory Service Agreement with
Joseph M. Vazquez pertaining to advising corporate management, strategic
planning, corporate development and forecasting, marketing, structuring investor
relations programs, contract negotiations and performing general administrative
duties. The term of the Agreement is for twelve (12) months (“Initial Term”)
which shall automatically be renewed for an additional twelve (12) month period,
unless terminated upon prior notice within thirty (30) days before the end of
initial term. Pursuant to the Agreement, the Company shall pay $7,500 to Mr.
Vazquez for initial set up and travel costs and first months retainer rendered
in connection with engagement, and 340,000 restricted shares of common stock.
Thereafter, the Company shall pay $5,000 per month during the remaining months
of the Initial Term of the Agreement. Further, the Company shall also issue to
Mr. Vasquez three year warrants to purchase 500,000 shares at $1.00 per share.
Per the terms of the Agreement, Beneficial ownership is not to exceed
4.99%.





A copy of
the Advisory Services Agreement is attached as Exhibit 10.33 to a Report on Form
10-K, as amended, filed with the SEC on April 14, 2009. The Advisory Services
Agreement was modified to start effective July 1, 2009, and the prior months
were forgiven.










On March
27 and December 26 of 2007, the Company issued to Dutchess two convertible
debentures one with a face value of $140,000 and the other with a face amount
$500,000, to pay an incentive fee to the holder of the equity credit line. The
debentures became convertible at the date of the issuances and mature in March
27, 2012 and December 26, 2014, respectively. The Company claims an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the “Act”) for the private placement of these securities pursuant to Section
4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since,
among other things, the transaction does not involve a public offering, the
Investor is an “accredited investor” and/or qualified institutional buyer, the
Investor has access to information about the Company and its investment, the
Investor will take the securities for investment and not resale, and the Company
is taking appropriate measures to restrict the transfer of the securities. For
terms of the debentures please see information furnished in our Current Reports
and Exhibits thereto on Form 8-K filed on March 29, 2007 and January 7, 2008,
respectively, incorporated herein by reference.




On June
11, 2007 the Company issued to Dutchess a debenture in the face amount of
$2,000,000 for acquisitions and working capital. The Debenture bears interest at
12% per annum and matures on June 11, 2014. For terms of the debenture please
see information furnished in our Current Report on Form 8-K, and Exhibits
thereto filed on Jun 11, 2007, incorporated herein by reference.




On
December 26, 2007, EGPI Firecreek, Inc. the Company issued to Dutchess a
debenture in the face amount of $2,100,000. The Debenture bears interest at 12%
per annum and matures on December 26, 2014. The Company claims an exemption from
the registration requirements of the Act for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities. For terms of the debenture please see information
furnished in our Current Report on Form 8-K, and Exhibits thereto filed on
January 7, 2008, incorporated herein by reference.




38


On April
21 and June 29 of 2006, the Company issued to Dutchess convertible debentures
with a face value of $171,875 and $300,000 respectively, to pay an incentive fee
to the holder of the equity credit line. The debentures became convertible at
the date of the issuances and mature in April and June of 2011. The Company
claims an exemption from the registration requirements of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Rule 506 of Regulation D promulgated thereunder since, among other things, the
transaction does not involve a public offering, the Investor is an “accredited
investor” and/or qualified institutional buyer, the Investor has access to
information about the Company and its investment, the Investor will take the
securities for investment and not resale, and the Company is taking appropriate
measures to restrict the transfer of the securities. For terms of the debentures
please see information furnished in Exhibit “A” to each of Exhibits 99.1 and
99.2 to our Current Reports on Form 8-K filed on April 27, 2006 and June 7,
2006, respectively, incorporated herein by reference.




On
November 14 and December 15 of 2005, the Company issued to Dutchess convertible
debentures with a face value of $375,000 and $82,500, respectively, to pay an
incentive fee to the holder of the equity credit line. The debentures became
convertible at the date of the issuances and mature in November and December
2010. The Company claims an exemption from the registration requirements of the
Act for the private placement of these securities pursuant to Section 4(2) of
the Act and/or Rule 506 of Regulation D promulgated thereunder since, among
other things, the transaction does not involve a public offering, the Investor
is an “accredited investor” and/or qualified institutional buyer, the Investor
has access to information about the Company and its investment, the Investor
will take the securities for investment and not resale, and the Company is
taking appropriate measures to restrict the transfer of the securities. For
terms of the debentures please see information furnished in Exhibit “A” to each
of Exhibits 10.3, and 99.1 to our Current Reports on Form 8-K filed on November
and December 16, 2005, respectively, incorporated herein by
reference.




ITEM
6. SELECTED
FINANCIAL DATA




Not
Applicable




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


Summary
Results Of Operations




Overview




You
should read the following discussion and analysis in conjunction with the
audited Consolidated Financial Statements and Notes thereto, and the other
financial data appearing elsewhere in this Annual Report.




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




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





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





39




In early
2009, based on the economic downturn, struggling financial markets and the
implementation of the federal stimulus package for infrastructure projects, the
Company embarked on a transition from an emphasis on the oil and gas focused
business to that of an acquisition strategy focused on the transportation
industry serving federal DOT and state/local DOT agencies. In addition, the
acquisition targets being reviewed by the Company also had a presence in the
telecommunications and general construction industries. The acquisition strategy
focuses on vertically integrating manufacturing entities, distributors and
construction groups. In May 2009, the Company acquired M3 Lighting Inc. (M3) as
the flagship subsidiary with key additional management team to begin this
process, and as a result on November 4, 2009, the Company acquired all of the
capital stock of South Atlantic Traffic Corporation, a Florida corporation,
which distributes a variety of products geared primarily towards the
transportation industry where it derives its revenues.





Through
2009 we continued our previous decisions to limit and wind down the historical
pursuit of our oil and gas projects overseas in Central Asian and European
countries. In late 2009 and in 2010, the Company began pursuing a reentry to the
oil and gas industry and again as part of our strategic plans. The Company is
currently a party to a pending agreement to acquire an entity that owns
approximately 2,100 miles of a pipeline system initially used as a crude oil
transportation system by Koch Industries and, on December 31, 2009, the Company,
through its wholly-owned subsidiary, Energy Producers, Inc., effectively
acquired a 50% working interest and corresponding 32% revenue interest in
certain oil and gas leases, reserves and equipment located in West Central
Texas.





The
Company has been making presentations to asset-based lenders and other financial
institutions for the purpose of (i) expanding and supporting our growth
potential by development of its new line of operations for M3, and SATCO, or
acquisitions by the Company that are vertically related to M3, and SATCO, such
as Redquartz, and the pending SWSC and (ii) building new infrastructure for its
oil and gas operations in 2009. The Company throughout its first quarter of
operations for 2010 has been pursuing projects for acquisition and development
of select targeted oil and gas proved producing properties with revenues, having
upside potential and prospects for enhancement, rehabilitation, and future
development. These prospects are primarily located in Eastern Texas, and in
other core areas of the Permian Basin.





The
Company’s goal is to rebuild our revenue base and cash flow; however, the
Company makes no guarantees and can provide no assurances that it will be
successful in these endeavors.





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




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




General




The
Company historically derived its revenues primarily from retail sales of oil and
gas field inventory equipment, service, and supply items primarily in the
southern Arkansas area, and from acquired interests owned in revenue producing
oil wells, leases, and equipment located in Olney, Young County, Texas. The
Company disposed of these two segments of operations in 2003. The Company
acquired a marine vessel sales brokerage and charter business, International
Yacht Sales Group, Ltd. of Great Britain in December 2003 later disposing of its
operations in late 2005. In 2009 we disposed of our wholly owned subsidiary
Firecreek Petroleum, Inc. (see further information in this report and in our
current Report on Form 8-K filed May 20, 2009, incorporated herein by
reference). We account for or have accounted for these segments as discontinued
operations in the consolidated statements of operations for the related fiscal
year.




Sale/Assignment
of 100% Stock of FPI Subsidiary





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





Completion
of Recent Merger Acquisition with M3 Lighting, Inc.





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





40


In
accordance with the Company’s plans and strategy we are currently developing two
lines of business, one line of business for our historical oil and gas
operations now reorganized into the Company’s wholly owned subsidiary unit,
Energy Producers, Inc. F/K/A Malibu Holding, Inc., this replacing Firecreek
Petroleum, Inc., and one for M3 Lighting, Inc., F/K/A Asian Ventures, Corp.
which is involved in distribution of commercial and decorative lighting to the
trade, and to direct retailers.  M3 specializes in the areas of
lighting industry sales, design, product development, and sourcing, contracting
and capital markets.  M3 has a presence in the
U.S. and Asia. With a sales representative in China and offices in the U.S., the
M3 team through this footprint, as required, can effectively monitor price
competition, expediting product shipments and grow the business through
sales.  M3 can import both finished goods and sub-assemblies for
domestic final assembly. Through its experience, knowledge and contacts in the
lighting and DOT industry, M3 created a business plan to create a vertical
rollup and stream of acquisitions targeted strategically for the Company that
included manufactures, distributors and contractors. This change in strategy
allowed the management and key decision makers at M3 more time to focus on
potential acquisitions who they had done business with for numerous years.
Focusing on the Obama Infrastructure Stimulus funding that is being released for
roadwork throughout the country; M3 is pursing companies that are involved in
the lighting, traffic signs/signals and ITS components of the
industry.  M3 is also actively pursuing federal contracts to provide
lighting and contracting through our partnership with CST Federal who are a
disabled veteran’s agency that bids government contracts.  Future
acquisitions in the DOT construction industry are expected to provide a labor
force for the maintenance and remediation services the Company plans on
providing.





Completion
of South Atlantic Traffic, Inc. (SATCO) Acquisition





Effective
as of November 4, 2009, the Company acquired all of the issued and outstanding
capital stock of South Atlantic Traffic Corporation, a Florida corporation
(“SATCO”). In the course of this acquisition, SATCO stockholders exchanged
all outstanding common shares for cash consideration, the Company’s common
shares and sellers’ notes. SATCO has been in business since 2001 and has several
offices throughout the Southeast United States. Please see further discussion
and information listed in “The Business” and “Description of Properties”
sections and elsewhere in this document.





Pending
Acquisition of Sierra Pipeline, LLC





As of
December 18, 2009, the Company entered into a pending agreement (the “Sierra
Agreement”) to acquire all of the issued and outstanding membership interests of
Sierra Pipeline, LLC, a Nevada limited liability Company (“Sierra”). For
additional information please see our Current Report on Form 8-K, as amended,
filed on December 29, 2009 and January 6, 2009 and as further listed in this
Report in the section on “The Business” section of this document.





Completion
of Acquisition of 50% Oil and Gas Working Interests, Callahan, Stephens, and
Shakelford Counties, Texas, Three Well Program





Effective
December 31, 2009, the Company through its wholly owned subsidiary Energy
Producers, Inc. closed an Acquisition Agreement including an Assignment of
Interests in Oil and Gas Leases (the “Assignment”), with Whitt Oil & Gas,
Inc., (“Whitt”) a Texas corporation acquiring 50% working interests and
corresponding 32% net revenue interests in oil and gas leases representing the
aggregate total of 240 acre leases, reserves, three wells, and equipment located
in Callahan, Stephens, and Shakelford Counties, West Central Texas. Please see
further discussion and information listed in “The Business” and “Description of
Properties” sections of this report.





Pending
Acquisition of Southwest Signal, Inc.





As of
January 15, 2010, the Company entered into an agreement with Kevin and Pamela
Fitzgerald (the “Seller(s)”) to acquire all of the issued and outstanding
capital stock of Southwest Signal, Inc., a Florida corporation (“SWSC”). Please
see further discussion and information listed in “The Business” section of this
document.





Completion
of Redquartz LTD Acquisition





On March
3, 2010, the Company acquired Redquartz LTD, a company formed and existing under
the laws of the country of Ireland.  Redquartz LTD has been in
business for 45 years, is known internationally and is our entrance into the
European markets with respect to Intelligent Traffic Systems (ITS) and the
transportation industry as well as expanding our relationship recently
established with Cordil, Inc. for the products sold by South Atlantic Traffic,
Inc. (SATCO), a wholly owned subsidiary of the Company. For further information
please see our Current Report on Form 8-K filed on March 11,
2010,  and in the section on “The Business”, listed in this
document.





41


The
Company expects to incur an increase in operating expenses during the next year
from commencing activities related to its plans for the Company’s oil and gas
business through EPI, and including any new or pending acquisitions discussed
herein, and those business activities and developments related to our newest M3
and SATCO strategy and operations, and new acquisitions, including new or
pending acquisitions related to signalization and lighting geared to the
transportation industry. The amount of net losses and the time required for the
Company to reach and maintain profitability are uncertain at this time. There is
a likelihood that the Company will encounter difficulties and delays encountered
with business subsidiary operations, including, but not limited to uncertainty
as to development and the time and timing required for the Company’s plans to be
fully implemented, governmental regulatory responses to the Company’s plans,
fluctuating markets and corresponding spikes, or dips in our products demand,
currency exchange rates between countries, acquisition and development pricing,
related costs, expenses, offsets, increases, and adjustments. There can be no
assurance that the Company will ever generate significant revenues or achieve
profitability at all or on any substantial basis.




RESULTS
OF OPERATIONS – December 31, 2009 Compared to December 31, 2008




Total
revenue for the commencement of sales attributable to lighting and signalization
business in fiscal year 2009 was $1,208,459 compared to $0 in total revenue for
the year 2008 for oil and gas operations which have been treated as a
discontinued component. The Company treated the following oil and gas leases,
properties and interests, and equipment as a discontinued component of
operations in 2008: i) the undivided 50% Working Interests held in the Ten Mile
Draw Prospect area natural gas wells located in Sweetwater County, Wyoming, ii),
the 100% oil and gas Working Interests held in the leases, reserves, and
equipment in the Fant Ranch Unit located in Knox County, Benjamin Texas, and
iii) the 75% oil and gas Working Interests held in the leases, reserves, and
equipment located in the J.B. Tubb leasehold estate located in the AMOCO CRAWAR
Field, Ward County, Texas.





General
administrative expenses were $3,377,586 in 2009 compared to $558,579 in
2008.




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





Detail
of general & administrative expenses:





31-Dec-09
            
            
            31-Dec-08Advertising
      & promotion
            
            $
            185,639
            
            
            $
            1,639Administration
            
            
            144,780
            
            
            
            41,627Consulting
            
            
            1,139,464
            
            
            
            56,399Impairment
      expense
            
            
            0
            
            
            
            47,565Investor
      incentives/commissions
            
            
            183,483
            
            
            
            42,376Professional
      fees
            
            
            609,089
            
            
            
            300,952Salaries
            
            
            171,020
            
            
            
            63,000Travel
      costs
            
            
            28,978
            
            
            
            5,021Bad
      debt expense
            
            
            915,133Total
            
            $
            3,377,586
            
            
            $
            558,579





Advertising
and Promotion costs of $185,639 were used for investor relations and market
awareness.




Administration
Costs of $144,780 was used for office and general operating expenses of which
$26,362 was used for the costs related to the reverse stock split.




Consulting
Fees of $1,139,464 were incurred for consulting and advisory fees for business
management activities.





Bad debt
write-offs of $915,133 were incurred.




Investor
Incentives/commissions of $183,483 include costs related to obtaining financing
and credit lines.




Professional
Fees of $609,089,were incurred in regards to legal costs, audit costs, securing
financing, and the acquisition of leads and contacts with regard to possible new
business ventures and includes data acquisition costs, technical work, and
engineering reports.




Salaries
and Benefits of $171,020 were used to pay employees in 2009.





Travel
costs used $28,978 for business trips.




After
deducting general and administrative expense, and interest expenses, the Company
experienced a loss from continuing operations of $3,357,529 in 2009 as compared
to a loss from continuing operations of $1,145,717 in fiscal 2008.





Interest expense for fiscal year 2009
was $19,793 compared to $24,328 in fiscal year 2008.




42


The
Company incurred a net loss of $3,408,479 in fiscal year 2009 compared to net
income of $2,697,439, in fiscal year 2008.





Fully
diluted income (loss) per share was ($0.16) loss per share in fiscal year 2009
compared to income of $0.44 per share in fiscal 2008.





LIQUIDITY
AND CAPITAL RESOURCES





Cash on
hand at December 31, 2009 was $17,625 compared to $2,230 at the beginning of the
year. The Company had working capital deficit of $3,041,776 at December 31, 2009
compared to a working capital deficit of $594,702 at December 31,
2008.





Cash used
by operating activities was $23,308 for the year ended December 31, 2009,
compared with $282,504 used for the year ended December 31, 2008.




The
Company received no new loans in fiscal year 2008 compared to
 $1,210,427 in fiscal year 2009 by issuing  promissory notes
..


Cash
borrowing on the notes were 933,133 during 2009.





The
Company paid $325,000 to Dutchess during 2008 to pay down the Equity Line
Loan.




Total
assets increased to $3,959,666 at December 31, 2009 compared to $2,230 at the
beginning of the year mainly as a result of acquisition of wholly owned
subsidiaries..




Shareholders’
equity increased to $47,243 at December 31, 2009 from a deficit of $901,798 at
December 31, 2008. During fiscal year 2009, the Company issued 16,942,360 shares
to consultants valued at $1,563,986 for services rendered. In addition, the
Company issued 7,863,287 shares to pay  debt of $229,500 ,issued
17,228,808 shares as part of the acquisition cost of  South Atlantic
Traffic Corporation and M3.




Finally,
we recorded a net loss during 2009 of $3,408,479 compared with a net income
during 2008 of $2,697,439.




The Company must generally undertake
certain ongoing expenditures in connection re building, expanding and developing
its oil and gas business and related acquisition activity, its newest
signalization and lighting businesses geared to the transportation industry and
its business and related acquisition activities, and for various past and
present legal, accounting, consulting, and technical review, and to perform due
diligence for the acquisition and development programs for both lines of
business; furthering research for new and ongoing business prospects, and in
pursuing capital financing for its existing available rights and proposed
operations.




Historically
noted, as previously disclosed in EGPI Firecreek, Inc.’s (“EGPI” or the
“Company”) filings with the U.S. Securities and Exchange Commission, the Company
has entered into, and issued, various debenture and note agreements (the “Loan
Documents”) with Dutchess Private Equities Fund Ltd, (“Dutchess”), successor in
interest to Dutchess Private Equities Fund LP and Dutchess Private Equities Fund
II, LP. The Company and Dutchess have also entered into that certain Security
Agreement, dated March 27, 2007, as amended, providing for, among other things,
Dutchess’ rights and remedies with respect to certain of the Company’s assets.
On October 24, 2008, the Company then did receive a default notice (“Default
Notice”) pursuant to the Loan Documents previously disclosed stating that the
Company was in default of their obligations to Dutchess, including, but not
limited to, failure to pay interest and principal when due. Further, pursuant to
the Default Notice, Dutchess gave notice that it is exercising its right to
increase the aggregate face amount of the obligations owing under the Loan
Documents by ten percent (10%) for each instance of default. Accordingly,
Dutchess accelerated and declared outstanding all unpaid principal, accrued
interest, liquidated damages, and any other costs and expenses to be immediately
due and payable in full. The aggregate amount owed to Dutchess, as provided in
the Default Notice, is $9,304,962; such amount is to be paid within five (5)
days of the Default Notice. Moreover, as stated in the Default Notice, Dutchess
reserved the right to pursue any and all available legal remedies for any
failure to pay any amount due to Dutchess. On December 2, 2008 as a result of a
default notice received October 24, 3008 on Promissory Notes and Debentures, all
of the assets were transferred or foreclosed on and transferred to Dutchess
Private Equities Fund, Ltd (“Dutchess”).




There
were no funds obtained from financing activities in 2008. Cash provided for
operations was provided primarily from its oil and gas operations through
December 2, 2008. In 2009, Management obtained $933,133 by issuing Promissory
Notes.  Proceeds were used for acquisitions and working capital.
Management has estimated that cost for initially paying down certain of the
Company’s recent debt, providing necessary working capital, and activating
development of its current plans for domestic oil and gas segment operations,
acquisition and development, and its proposed signalization and lighting
business operations and activities, acquisition and developments, will initially
require a very minimum of $3,500,000 to $7,500,000 to a maximum of $8,000,000 to
$10 million during the first six to twelve months of fiscal 2010.





Financing
our full expansion and development plans for our oil and gas operations could
require up to $50,000,000 or more. The Company may elect to reduce or increase
its requirement as circumstances dictate. We may elect to revise these plans and
requirements for funds depending on factors including; changes in acquisition
and development estimates; interim corporate and project finance requirements;
unexpected timing of markets as to cyclical aspects as a whole; currency and
exchange rates; project availability with respect to interest and timing factors
indicated from parties representing potential sources of capital; structure and
status of our strategic alliances, potential joint venture partners, and or our
targeted acquisitions and or interests.




The Company cannot predict that it will
be successful in obtaining funding for its plans or that it will achieve
profitability in fiscal 2010.





43







ITEM
8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





EGPI
FIRECREEK, INC.








CONSOLIDATED


FINANCIAL
STATEMENTS


DECEMBER
31, 2009 AND DECEMBER 31, 2008


Index
to Financial Statements





Report
      of Independent Registered Public Accounting Firm
            
            F2-F3Consolidated
      Balance Sheets
            
            F-4Consolidated
      Statement of Operations
            
            F-5Consolidated
      Statement of Cash Flows
            
            F6-F7Consolidated
      Statement of Changes in Shareholders Deficit
            
            F-8Notes
      to the Consolidated Financial Statements
            
            F-9
      – F-17




F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders of EGPI Firecreek, Inc.




We have
audited the accompanying consolidated balance sheets of EGPI Firecreek, Inc.
(the “Company”) as of December 31, 2009 and the related consolidated
statements of operations, changes in shareholders’ equity, and cash flows for
the year then ended. The financial statements for the year ended December 31,
2008 were audited by other auditors whose report expressed an unqualified
opinion on those statements.   These financial statements are the
responsibility of company’s management. Our responsibility is to express an
opinion on the financial statements and financial statement schedule based on
our audits.




We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of EGPI Firecreek, Inc. (the “Company”) as of
December 31, 2009, and the results of its operations, cash flows, and
changes in shareholders’ equity for the periods described above in conformity
with accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to continue as a
going concern.  Management’s plans in regard to these matters are also
discussed in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
M&K CPAS, PLLC





www.mkacpas.com


Houston,
Texas


April 15,
2010





F-2




DONAHUE
ASSOCIATES, LLC


Certified
Public Accountants


27
Beach Road Suite CO5A


Monmouth
Beach, NJ 07750


Tel.
732-229-7723




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders of EGPI Firecreek, Inc.




We have
audited the accompanying consolidated balance sheets of EGPI Firecreek, Inc.
(the “Company”) as of December 31, 2008, and the related consolidated
statements of operations, changes in shareholders’ deficit, and cash flow for
the year ended December 31, 2008. These financial statements and the financial
statement schedule are the responsibility of company’s management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes, examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.




In our
opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of EGPI Firecreek, Inc. (the “Company”) at
December 31, 2008, and the results of its operations, cash flows, and
changes in shareholders’ equity for the year then ended in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about its ability to continue as a
going concern.  Management’s plans in regard to these matters are also
discussed in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.





By:
            
            /s/
      Donahue Associates, LLC.Donahue
      Associates, LLC.Monmouth
      Beach, New JerseyMarch
      23, 2010




F-3




EGPI
Firecreek, Inc.


Consolidated
Balance Sheets


As
of December 31, 2009 and December 31, 2008





31-Dec-09
            
            
            31-Dec-08ASSETSCurrent
      assets:Cash
            
            $
            17,625
            
            
            $
            2,230Accounts
      receivable
            
            
            739,166
            
            
            
            0Inventory
            
            
            66,290
            
            
            
            0Prepaid
      expenses
            
            
            47,566
            
            
            
            0Total
      current assets
            
            $
            870,647
            
            
            $
            2,230Other
      assets:Intangible
      Assets –net of amortization
            
            
            2,814,700
            
            
            
            0Fixed
      assets- net
            
            
            274,319
            
            
            
            0Total
      assets
            
            $
            3,959,666
            
            
            $
            2,230LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable & accrued expenses
            
            $
            2,729,515
            
            
            $
            549,367Notes
      payable
            
            
            941,990
            
            
            
            47,565Advances
      & notes payable to shareholders
            
            
            240,918
            
            
            
            307,096Total
      current liabilities
            
            $
            3,912,423
            
            
            $
            904,028Total
      liabilities
            
            $
            3,912,423
            
            
            $
            904,028Shareholders'
      deficit:Series
      A preferred stock, 20 million authorized, par value $0.001,one share
      convertible to one common share, no stated dividend, none
      outstanding
            
            $
            0
            
            
            $
            0Series
      B preferred stock, 20 million authorized, par value $0.001,one share
      convertible to one common share, no stated dividend, none
      outstanding
            
            
            0
            
            
            
            0Series
      C preferred stock, 20 million authorized, par value $.001, each share has
      21, 200 votes per share, are not convertible, have no stated dividend. 5
      million shares outstanding
            
            
            0
            
            
            
            0Common
      stock- $0.001 par value, authorized 1,300,000,000 shares, issued and
      outstanding, 6,921,288 at December 31, 2008 and 51,455,743at December 31,
      2009
            
            $
            1,429,499
            
            
            $
            1,384,257Additional
      paid in capital
            
            
            25,283,090
            
            
            
            20,970,812Accumulated
      deficit
            
            
            (26,665,346
            )
            
            
            (23,256,867
            )Total
      shareholders' deficit
            
            
            47,243
            
            
            
            (901,798
            )Total
      Liabilities & Shareholders' Deficit
            
            $
            3,959,666
            
            
            $
            2,230





See
the notes to the consolidated financial statements.




F-4




EGPI
Firecreek, Inc.


Consolidated
Statements of Operations


For
the Years Ended December 31, 2009 and December 31, 2008





31-Dec-09
            
            
            31-Dec-08RevenuesGross
      revenues from sales
            
            $ 1,208,459
            
            
            0Cost
      of Sales
            
            1,111,473
            
            
            0Net
      revenues from sales
            
            96,986
            
            
            0General
      and administrative expenses:General
      administration
            
            $
            3,377,586
            
            
            $
            558,579Total
      general & administrative expenses
            
            
            3,377,586
            
            
            
            558,579Net
      loss from operations
            
            $
            (3,280,600
            )
            
            $
            (558,579
            )Other
      revenues and expenses:Gain
      (loss) on asset disposal
            
            
            (108,465
            )
            
            
            (567,000
            )Forgiven
      Debt
            
            
            379
            
            
            
            4,190Interest
      expense
            
            
            (19,793
            )
            
            
            (24,328
            )Net
      income (loss) before provision for income taxes
            
            $
            (3,408,479
            )
            
            $
            (1,145,717
            )Provision
      for income taxes
            
            
            0
            
            
            
            0Loss
      from continuing operations
            
            
            (3,408,479
            )
            
            $
            (1,145,717
            )Discontinued
      operations:Loss
      from operations of discontinued component (net of tax)
            
            
            0
            
            
            
            (1,960,323
            )Gain
      on disposal of discontinued component (net of tax)
            
            
            0
            
            
            
            5,803,479Net
      income (loss)
            
            $
            (3,408,479
            )
            
            $
            2,697,439Basic
      net income (loss) per common share:Basic
      income (loss) per share- continuing operations
            
            $
            (0.16
            )
            
            $
            (0.20
            )Basic
      income (loss) per share- discontinued component
            
            $
            0.00
            
            
            $
            0.64Basic
      income (loss) per share
            
            $
            (0.16
            )
            
            $
            0.44Fully
      diluted income (loss) per share- continuing operations
            
            $
            (0.16
            )
            
            $
            (0.20
            )Fully
      diluted income (loss) per share- discontinued component
            
            $
            0.00
            
            
            $
            0.64Fully
      diluted income (loss) per share
            
            $
            (0.16
            )
            
            $
            0.44Weighted
      average of common shares outstanding:Basic
            
            
            21,725,718
            
            
            
            2,158,841Fully
      diluted
            
            
            21,725,718
            
            
            
            2,158,841





See
the notes to the consolidated financial statements.




F-5




EGPI
Firecreek, Inc.


Consolidated
Statements of Cash Flows


For
the Years Ended December 31, 2009 and December 31, 2008





31-Dec-09
            
            
            31-Dec-08Operating
      Activities:Net
      income (loss)
            
            
            
            $
            (3,408,479
            )
            
            $
            2,697,439Adjustments
      to reconcile net loss items not requiring the use of cash:Impairment
      expense
            
            
            
            
            225,000
            
            
            
            47,565Capital
      stock issued for services
            
            
            
            
            1,563,986Interest
      expense
            
            
            
            
            
            
            
            
            24,328Loss
      on settlement of debt
            
            
            
            
            336,271
            
            
            
            0Gain
      (loss) on asset disposal
            
            
            
            
            4,150
            
            
            
            567,000Depreciation
      and amortization
            
            
            
            
            5,039Bad
      debt expense
            
            
            
            
            683,176Warrants
      issued for services
            
            
            
            
            54,037Depreciation
      & depletion expense
            
            Discontinued component
            
            
            
            
            
            
            150,498Interest
      expense
            
            Discontinued
      component
            
            
            
            
            
            
            2,503,277Amortization
      of deferred charges
            
            Discontinued
      component
            
            
            
            
            
            
            36,376Gain
      (loss) on asset disposal
            
            Discontinued
      component
            
            
            
            
            
            
            (5,690,284
            )Gain
      on derivative liability
            
            Discontinued
      component
            
            
            
            
            
            
            (428,582
            )Changes
      in other operating assets and liabilities:Accounts
      receivable
            
            Discontinued
      component
            
            
            
            
            
            
            76,348Accounts
      receivable
            
            
            
            
            (15,288
            )Inventory
            
            
            
            
            (49,974
            )Accounts
      payable and accrued expenses
            
            
            
            
            598,610
            
            
            
            (266,469
            )Prepaid
      expenses
            
            
            
            
            (17,370
            )Other
      assets
            
            
            
            
            (2,466
            )Net
      cash  used by operations
            
            
            
            
            (23,308)
            
            
            
            (282,504
            )Investing
      activities:Cash
      paid for SATCO acquisition
            
            
            
            
            (600,000
            )Cash
      paid for oil & gas properties
            
            
            
            
            (225,000)Cash
      acquired in M3 and Satco acquisitions
            
            
            
            
            54,148Purchase
      of lease & equipment
            
            Discontinued
      component
            
            
            
            
            
            
            (1,400,000
            )Net
      cash used for investing activities
            
            
            
            
            (770,852
            )
            
            
            (1,400,000
            )Financing
      Activities:Credit
      equity line paid
            
            Discontinued
      component
            
            $
            
            
            
            $
            (325,000
            )Note
      payments
            
            
            
            
            (174,528
            )Contributed
      capital
            
            
            
            
            50,950Notes
      issued for cash
            
            
            
            
            933,133
            
            
            
            0Net
      cash provided (used) by financing activities
            
            
            
            
            809,555
            
            
            
            (325,000
            )Net
      increase (decrease) in cash during the period
            
            
            
            $
            15,395
            
            
            $
            (2,007,504
            )Cash
      balance at January 1st
            
            
            
            
            2,230
            
            
            
            2,009,734Cash
      balance at December 31st
            
            
            
            $
            17,625
            
            
            $
            2,230See the notes to the
      consolidated financial statements.Supplemental
      disclosures of cash flow information:Interest
      paid during the year- discontinued component
            
            
            
            $
            0
            
            
            $
            82,624Income
      taxes paid during the year
            
            
            
            $
            0
            
            
            $
            0Non-cash
      activities:Common
      stock issued for:Debt
      conversion
            
            
            
            
            277,294
            
            
            
            -SATCO
      acquisition
            
            
            
            
            1,163,220
            
            
            
            -M3
      acquisition
            
            
            
            
            94,194
            
            
            
            -Exchange
      of PP&E for loan payable
            
            
            
            
            42,499
            
            
            
            -Net
      asset value of subsidiary spin-off
            
            
            
            
            592,567
            
            
            
            -




See the notes to the consolidated
financial statements.




F-6




EGPI
Firecreek, Inc.


Consolidated
Statement of Changes in Shareholders’ Deficit


For
the period from December 31, 2008 to December 31, 2009




OtherPreferred
              
              
              Preferred
              
              
              Common
              
              
              Par
              
              
              Paid in
              
              
              Accumulated
              
              
              ComprehensiveShares
              
              
              Value
              
              
              Shares
              
              
              Value
              
              
              Capital
              
              
              Deficit
              
              
              Loss
              
              
              TotalBalance
      at December 31, 2007
              
              
              20,000,000
              
              
              $
              200,000
              
              
              
              5,921,288
              
              
              $
              1,184,257
              
              
              $
              20,970,812
              
              
              $
              (25,954,306
              )
              
              $
              (184,800
              )
              
              $
              (3,784,037
              )Loss
      on investment (Star Energy)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              184,000
              
              
              
              184,000Convert
      preferred stock
              
              
              (20,000,00
              )
              
              
              (200,000
              )
              
              
              1,000,000
              
              
              
              200,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              0Issuance
      of preferred stock
              
              
              20,000,000
              
              
              
              200,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              200,000Balance
      at December 31,2008
              
              
              0
              
              
              $
              0
              
              
              
              6,921,288
              
              
              $
              1,384,257
              
              
              $
              20,970,812
              
              
              $
              (23,256,867
              )
              
              
              0
              
              
              
              (901,798
              )Issue
      warrants for services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              54,037
              
              
              
              
              
              
              
              
              
              
              
              54,037Issue
      shares for services
              
              
              
              
              
              
              
              
              
              
              16,942,360
              
              
              
              16,942
              
              
              
              1,547,044
              
              
              
              
              
              
              
              
              
              
              
              1,563,986Issue
      shards for debt
              
              
              
              
              
              
              
              
              
              
              7,863,287
              
              
              
              7,863
              
              
              
              605,703
              
              
              
              
              
              
              
              
              
              
              
              613,566Issued
      stock to acquire subsidiaries
              
              
              
              
              
              
              
              
              
              
              17,228,808
              
              
              
              17,229
              
              
              
              1,240,185
              
              
              
              
              
              
              
              
              
              
              
              1,257,414Contributed
      capital
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              50,950
              
              
              
              
              
              
              
              
              
              
              
              50,950Sierra
      Pipeline issuance
              
              
              
              
              
              
              
              
              
              
              2,500,000
              
              
              
              2,500
              
              
              
              222,500
              
              
              
              
              
              
              
              
              
              
              
              225,000Subsidiary
      spin-off
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              592,567
              
              
              
              
              
              
              
              
              
              
              
              592,567Stock
      split adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              708
              
              
              
              (708
              )Net
      income for the fiscal year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,408,479
              )
              
              
              
              
              
              
              (3,408,479
              )Balance
      at December 31, 2009
              
              
              0
              
              
              $
              0
              
              
              
              51,455,743
              
              
              $
              1,429,499
              
              
              $
              25,283,090
              
              
              $
              (26,6,65,346
              )
              
              $
              0
              
              
              $
              47,243




Please
see the notes to the consolidated financial statements.




F-7




EGPI
Firecreek, Inc.


Notes
to the Consolidated Financial Statements


For
the Years Ended December 31, 2009 and December 31, 2008




1.
Organization of the Company and Significant Accounting Principles




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




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





In
October 2008, the Company effected a 1 share for 200 shares reverse split of its
common stock. See financial statement note 5 for a further
discussion.





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





In
November 2009 the Company acquired all of the issued and outstanding capital
stock of South Atlantic Traffic Corporation, a Florida corporation
(“SATCO”). SATCO has been in business since 2001 and has several offices
throughout the Southeast United States. SATCO carries a variety of products and
inventory geared primarily towards the transportation industry.  SATCO
offers transportation products ranging from loop sealant, traffic signal
equipment, traffic and light poles, data/video systems and Intelligent Traffic
Systems (ITS) surveillance systems. SATCO works closely with Department of
Transportation (DOT) agencies, local traffic engineers, contractors, and
consultants to customize high quality traffic control systems.





In
December 2009, the Company’s wholly owned subsidiary Energy Producers, Inc.
acquired 50% working interests and corresponding 32% net revenue interests in
oil and gas leases, reserves, and equipment located in West Central Texas.. The
Company entered into a turnkey work program included for three wells
located on the leases.





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




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




Revenue and Cost Recognition-
Revenue is recognized from oil &gas sales at such time as the oil & gas
is delivered to the buyer. For its producing activities, the Company uses
successful efforts costing. Sales revenues are recognized at the time product
has been delivered to the customer. Sales are recorded net of discounts or other
adjustments which may be applied to the gross sales price. Customer sales are
specialty orders drop-shipped from the
manufacturer.   Accordingly, all sales are final upon delivery to
the customer under the terms of the sales order.  The Company’s policy
is not to grant customer refunds. Customer deposits received upon execution of a
sales order are recorded as revenue upon completion of the sale.





The
Company records commission revenue, usually 3% of the amount invoiced, based on
contracts with suppliers, once the purchase order is placed with the supplier
and the customer is invoiced.  The Company, in turn, sends an invoice
to the supplier for 3% of the total order amount. .  Commission sales
are specialty orders drop-shipped  from the
manufacturer.  Accordingly, all sales are final upon delivery to the
customer under the terms of the sales order.





Cash Equivalents-The Company
considers all highly liquid investments with the original maturities of three
months or less to be cash equivalents. There were no cash equivalents as of
December 31, 2009 and 2008.




F-8





Accounts Receivable-The
Company extends credit to its customers in the normal course of business and
performs ongoing credit evaluations of its customers, maintaining allowances for
potential credit losses which, when realized, have been within management's
expectations. The allowance method is used to account for uncollectible amounts.
The evaluation is inherently subjective, as it requires estimates that are
susceptible to significant revision as more information becomes available.
Allowance for doubtful accounts was $651,913 and $0 at December 31, 2009 and
2008, respectively.





Inventory-Inventories consist
of merchandise purchased for resale and are stated at the lower of cost or
market using the first-in, first-out (FIFO) method.





Prepaid Expenses-Prepaid
expenses are recorded at cost for payments for goods and services purchased
during an accounting period but not used or consumed during that accounting
period. The costs are amortized over time as the benefit is received onto the
income statement.





Oil and Gas Activities -The
Company uses the successful efforts method of accounting for oil and gas
producing activities. Under this method, acquisition costs for proved and
unproved properties are capitalized when incurred. Exploration costs, including
geological and geophysical costs, the costs of carrying and retaining unproved
properties and exploratory dry hole drilling costs, are expensed. Development
costs, including the costs to drill and equip development wells, and successful
exploratory drilling costs to locate proved reserves are
capitalized.




Exploratory
drilling costs are capitalized when incurred pending the determination of
whether a well has found proved reserves. A determination of whether a well has
found proved reserves is made shortly after drilling is completed. The
determination is based on a process which relies on interpretations of available
geologic, geophysic, and engineering data. If a well is determined to be
successful, the capitalized drilling costs will be reclassified as part of the
cost of the well. If a well is determined to be unsuccessful, the capitalized
drilling costs will be charged to expense in the period the determination is
made. If an exploratory well requires a major capital expenditure before
production can begin, the cost of drilling the exploratory well will continue to
be carried as an asset pending determination of whether proved reserves have
been found only as long as: i) the well has found a sufficient quantity of
reserves to justify its completion as a producing well if the required capital
expenditure is made and ii) drilling of the additional exploratory wells is
under way or firmly planned for the near future. If drilling in the area is not
under way or firmly planned, or if the well has not found a commercially
producible quantity of reserves, the exploratory well is assumed to be impaired,
and its costs are charged to expense.




In the
absence of a determination as to whether the reserves that have been found can
be classified as proved, the costs of drilling such an exploratory well is not
carried as an asset for more than one year following completion of drilling. If,
after that year has passed, a determination that proved reserves exist cannot be
made, the well is assumed to be impaired, and its costs are charged to expense.
Its costs can, however, continue to be capitalized if a sufficient quantity of
reserves is discovered in the well to justify its completion as a producing well
and sufficient progress is made in assessing the reserves and the well’s
economic and operating feasibility.




The
impairment of unamortized capital costs is measured at a lease level and is
reduced to fair value if it is determined that the sum of expected future net
cash flows is less than the net book value. The Company determines if impairment
has occurred through either adverse changes or as a result of the annual review
of all fields. During 2009 after conducting an impairment analysis, the Company
did not record impairment as the PV 10 value of our reserves exceeded our
cost.





Asset Retirement Obligations
(“ARO”).  The estimated
costs of restoration and removal of facilities are accrued. The fair value of a
liability for an asset's retirement obligation is recorded in the period in
which it is incurred and the corresponding cost capitalized by increasing the
carrying amount of the related long-lived asset. The liability is accreted to
its then present value each period, and the capitalized cost is depreciated with
the related long-lived asset. If the liability is settled for an amount other
than the recorded amount, a gain or loss is recognized. For all periods
presented, estimated future costs of abandonment and dismantlement are included
in the full cost amortization base and are amortized as a component of depletion
expense. At December 31, 2009, the ARO of $4,337 is included in accrued expenses
and fixed assets.




F-9




Development
costs of proved oil and gas properties, including estimated dismantlement,
restoration and abandonment costs and acquisition costs, are depreciated and
depleted on a field basis by the units-of-production method using proved
developed and proved reserves, respectively. The costs of unproved oil and gas
properties are generally combined and impaired over a period that is based on
the average holding period for such properties and the Company's experience of
successful drilling.




Costs of
retired, sold or abandoned properties that make up a part of an amortization
base (partial field) are charged to accumulated depreciation, depletion and
amortization if the units-of-production rate is not significantly affected.
Accordingly, a gain or loss, if any, is recognized only when a group of proved
properties (entire field) that make up the amortization base has been retired,
abandoned or sold.





Stock-Based CompensationThe Company estimates
the fair value of share-based payment awards made to employees and directors,
including stock options, restricted stock and employee stock purchases related
to employee stock purchase plans, on the date of grant using an option-pricing
model.  The value of the portion of the award that is ultimately
expected to vest is recognized as an expense ratably over the requisite service
periods.  We estimate the fair value of each share-based award using
the Black-Sholes option pricing model. The Black-Sholes model is highly complex
and dependent on key estimates by management. The estimates with the greatest
degree of subjective judgment are the estimated lives of the stock-based awards
and the estimated volatility of our stock price. The Black-Sholes model is also
used for our valuation of warrants.





Earnings Per Common
Share-Basic earnings per common share is calculated based upon the
weighted average number of common shares outstanding for the period. Diluted
earnings per common share is computed by dividing net income by the weighted
average number of common shares and dilutive common share equivalents
(convertible notes and interest on the notes, stock awards and stock options)
outstanding during the period. Dilutive earnings per common share reflects the
potential dilution that could occur if options to purchase common stock were
exercised for shares of common stock.  Basic and diluted EPS are the same
as the effect of our potential common stock equivalents would be
anti-dilutive.





Fair Value Measurements -On
January 1, 2008, the Company adopted guidance which defines fair value,
establishes a framework for using fair value to measure financial assets and
liabilities on a recurring basis, and expands disclosures about fair value
measurements. Beginning on January 1, 2009, the Company also applied the
guidance to non-financial assets and liabilities measured at fair value on a
non-recurring basis, which includes goodwill and intangible assets. The guidance
establishes a hierarchy for inputs used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available. Observable
inputs are inputs that market participants would use in pricing the asset or
liability developed based on market data obtained from sources independent of
the Company. Unobservable inputs are inputs that reflect the Company’s
assumptions of what market participants would use in pricing the asset or
liability developed based on the best information available in the
circumstances. The hierarchy is broken down into three levels based on the
reliability of the inputs as follows:





Level 1 -
Valuation is based upon unadjusted quoted market prices for identical assets or
liabilities in active markets that the Company has the ability to
access.





Level 2
-Valuation is based upon quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or liabilities in
inactive markets; or valuations based on models where the significant inputs are
observable in the market.





Level 3 -
Valuation is based on models where significant inputs are not observable. The
unobservable inputs reflect the Company's own assumptions about the inputs that
market participants would use.





Non-Recurring
fair value metrics:





Level 1 –
None





Level 2 –
None





Level 3 –
Intangible assets - $824,000, Goodwill $2,001,840 = Total
$2,084,240




The
Company has goodwill and intangible assets as a result of the 2009 business
combinations discussed throughout this form 10K. These assets were valued with
the help of a valuation consultant and consisted of level 3 valuation
techniques.




The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable,  accounts payable, accrued liabilities and long-term debt.
The estimated fair value of cash, accounts receivable, accounts payable and
accrued liabilities approximate their carrying amounts due to the short-term
nature of these instruments. The carrying value of long-term debt also
approximates fair value since their terms are similar to those in the lending
market for comparable loans with comparable risks. None of these instruments are
held for trading purposes.




F-10




Fixed Assets- Fixed assets are stated at
cost. Depreciation expense is computed using the straight-line method over the
estimated useful life of the asset. The following is a summary of the estimated
useful lives used in computing depreciation expense:




Office
      equipment
            
            3
      yearsComputer
      hardware & software
            
            3
      yearsImprovements
      & furniture
            
            5
      yearsWell
      equipment
            
            7
      years




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




Impairment of Long-Lived
Assets-The Company has adopted Accounting Standards Codification subtopic
360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that
long-lived assets and certain identifiable intangibles held and used by the
Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Company evaluates its long-lived assets for impairment annually or more often if
events and circumstances warrant. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should impairment in value be indicated, the
carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. ASC 360-10 also requires assets to be disposed of be reported at the
lower of the carrying amount or the fair value less costs to sell.
T





Goodwill and Other Intangible
Assets-The
Company periodically reviews the carrying value of intangible assets not subject
to amortization, including goodwill, to determine whether impairment may exist.
Goodwill and certain intangible assets are assessed annually, or when certain
triggering events occur, for impairment using fair value measurement techniques.
These events could include a significant change in the business climate, legal
factors, a decline in operating performance, competition, sale or disposition of
a significant portion of the business, or other
factors.  Specifically, goodwill impairment is determined using a
two-step process. The first step of the goodwill impairment test is used to
identify potential impairment by comparing the fair value of a reporting unit
with its carrying amount, including goodwill. The Company uses level 3 inputs
and a discounted cash flow methodology to estimate the fair value of a reporting
unit. A discounted cash flow analysis requires one to make various judgmental
assumptions including assumptions about future cash flows, growth rates, and
discount rates. The assumptions about future cash flows and growth rates are
based on the Company’s budget and long-term plans. Discount rate assumptions are
based on an assessment of the risk inherent in the respective reporting units.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of
the reporting unit is considered not impaired and the second step of the
impairment test is unnecessary. If the carrying amount of a reporting unit
exceeds its fair value, the second step of the goodwill impairment test is
performed to measure the amount of impairment loss, if any. The second step of
the goodwill impairment test compares the implied fair value of the reporting
unit’s goodwill with the carrying amount of that goodwill. If the carrying
amount of the reporting unit’s goodwill exceeds the implied fair value of that
goodwill, an impairment loss is recognized in an amount equal to that excess.
The implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination. That is, the fair value
of the reporting unit is allocated to all of the assets and liabilities of that
unit (including any unrecognized intangible assets) as if the reporting unit had
been acquired in a business combination and the fair value of the reporting unit
was the purchase price paid to acquire the reporting unit.  The
Company’s evaluation of goodwill completed during the year ended December 31,
2009 resulted in no impairment.




As of
December 31, 2009 and 2008, amortizable intangible assets consist of trade names
and customer contracts.  These intangibles are being amortized on a
straight-line basis over their estimated useful lives of 12 and 10 years,
respectively. For the year ended December 31, 2009 the Company recorded
amortization of our intangibles of $11,140.




There
were no intangible assets or goodwill as of December 31, 2008 due to the fact
that these items arose from our business acquisitions in 2009.




F-11




Discontinued operations - to
account for the sale of the oil & gas properties in 2008 as more fully
discussed in financial statement note 9.  Accordingly, the results of
operations and cash flows from these assets for both 2009 and 2008 are
separately recorded in the consolidated statements of operations and cash flows
as a discontinued component.




Income taxes- The
Company accounts for income taxes using the asset and liability method, which
requires the establishment of deferred tax assets and liabilities for the
temporary differences between the financial reporting basis and the tax basis of
the Company’s assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  A valuation allowance is
provided to the extent deferred tax assets may not be recoverable after
consideration of the future reversal of deferred tax liabilities, tax planning
strategies, and projected future taxable income.





The
Company uses a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The guidance requires the Company to recognize tax
benefits only for tax positions that are more likely than not to be sustained
upon examination by tax authorities.  The amount recognized is
measured as the largest amount of benefit that is greater than 50 percent likely
to be realized upon settlement.  A liability for “unrecognized tax
benefits” is recorded for any tax benefits claimed in our tax returns that do
not meet these recognition and measurement standards.





Reclassifications -Certain items from the
December 31, 2008 consolidated financial statements have been reclassified in
the December 31, 2009 financial statements to conform to current year
presentation. There is no effect on net income, cash flows or stockholders’
equity as a result of these reclassifications.





Recent accounting
pronouncements - In October 2009, the Financial Accounting Standards
Board (“FASB”) issued new revenue recognition standards for arrangements with
multiple deliverables, where certain of those deliverables are non-software
related. The new standards permit entities to initially use management’s best
estimate of selling price to value individual deliverables when those
deliverables do not have Vendor Specific Objective Evidence (“VSOE”) of fair
value or when third-party evidence is not available. Additionally, these new
standards modify the manner in which the transaction consideration is allocated
across the separately identified deliverables by no longer permitting the
residual method of allocating arrangement consideration. These new standards are
effective for annual periods ending after June 15, 2010 and early adoption
is permitted. The Company is currently evaluating the impact of adopting this
standard on the Company’s consolidated financial position, results of operations
and cash flows.





In June
2009, the FASB issued guidance establishing the Codification as the source of
authoritative U.S. Generally Accepted Accounting Principles (“U. S. GAAP”)
recognized by the FASB to be applied by non-governmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. The Codification supersedes all existing non-SEC accounting
and reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative. The
FASB will no longer issue new standards in the form of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue
Accounting Standards Updates, which will serve only to update the Codification,
provide background information about the guidance and provide the bases for
conclusions on changes in the Codification. All content in the Codification
carries the same level of authority, and the U.S. GAAP hierarchy was modified to
include only two levels of U.S. GAAP: authoritative and non-authoritative. The
Codification is effective for the Company’s interim and annual periods beginning
with the Company’s year ending December 31, 2009. Adoption of the Codification
affected disclosures in the Consolidated Financial Statements by eliminating
references to previously issued accounting literature, such as SFASs, EITFs and
FSPs.





In June
2009, the FASB issued amended standards for determining whether to consolidate a
variable interest entity. These new standards amend the evaluation
criteria to identify the primary beneficiary of a variable interest entity and
require ongoing reassessment of whether an enterprise is the primary beneficiary
of the variable interest entity. The provisions of the new standards are
effective for annual reporting periods beginning after November 15, 2009 and
interim periods within those fiscal years. The adoption of the new standards
will not have an impact on the Company’s consolidated financial position,
results of operations and cash flows.





In May
2009, the FASB issued guidance establishing general standards for accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued and shall be
applied to subsequent events not addressed in other applicable generally
accepted accounting principles. This guidance, among other things, sets forth
the period after the balance sheet date during which management should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and the disclosures an entity should make about events or
transactions that occurred after the balance sheet date. The adoption of this
guidance had no impact on the Company’s consolidated financial position, results
of operations and cash flows.




F-12





2.
Going Concern





The
accompanying consolidated financial statements have been prepared on a going
concern basis of accounting, which contemplates continuity of operations,
realization of assets and liabilities and commitments in the normal course of
business.  The accompanying consolidated financial statements do not
reflect any adjustments that might result if the Company is unable to continue
as a going concern.  The Company has experienced substantial losses,
maintains a negative working capital and capital deficits, which raise
substantial doubt about the Company's ability to continue as a going concern.





The
Company is working to manage its current liabilities while it continues to make
changes in operations to improve its cash flow and liquidity position. The
ability of the Company to continue as a going concern and appropriateness of
using the going concern basis is dependent upon the Company’s ability to
generate revenue from the sale of its services and the cooperation of the
Company’s note holders to assist with obtaining working capital to meet
operating costs in addition to our ability to raise funds.




F-13




3.
Common and Preferred Stock Transactions and Reverse Stock Split




During
the year ended December 31, 2009, the Company issued 16,942,360 shares of common
stock for services that were expenses and valued at $1,563,986 based upon the
closing price of the Company’s common stock at the date of grant.




During
the year ended December 31, 2009, the Company issued 7,863,287 shares of common
stock to extinguish debt of 277,294 resulting in a loss on extinguishment of
debt of $336.271 based upon the closing price of the Company’s common stock at
the grant date less the carrying value of the debt that was
exchanged.




During
the year ended December 31, 2009, the Company issued 17,228,808 shares of common
stock as partial payment to acquire it’s South Atlantic Traffic Corporation
subsidiary and our M3 subsidiary. 14,320,808 shares were issued to acquire M3
and 2,908,000 shares were issued to acquire South Atlantic Traffic
Corporation.





During
the year ended December 31, 2009 we issued 2,500,000 shares of our common stock
as downpayment to acquire the Sierra Pipeline. Through the date of this report
we have been unable to finalize this acquisition and have no further extensions.
As a result the value of these shares based upon the closing price of our common
stock of $225,000 has been expensed.





During
2009, shareholders of the Company contributed $50,950 of cash to the
Company.





As noted
throughout the document, we completed a spinoff of our Firecreek subsidiary
during 2009.  The Company determined this transaction was not at arm’s
length and as result the net value of the spinoff of $592,567 has been recorded
as a component of additional paid in capital.




In
October 2008 Dutchess converted their shares into 1,000,000 shares of common
stock.




In
October 2008, the Company effected a 1 share for 200 shares reverse split of its
common stock.  As a result, the issued and outstanding shares at
December 31, 2007 were decreased from 1,184,257,619 shares to 5,921,288 shares
and basic and fully diluted loss per share for fiscal year 2007 was decreased
from $0.00 to $0.68.  In addition, the par value of the common stock
was increased from $0.001 to $0.20.




4.
Preferred Stock Series




Series A preferred stock:
Series A preferred stock has a par value of $0.001 per share and no stated
dividend preference.  The Series A is convertible into common stock at a
conversion ratio of one preferred share for one common share.   Preferred A
has liquidation preference over Preferred B stock and common stock.




Series B preferred stock:
Series B preferred stock has a par value of $0.001 per share and no stated
dividend preference.  The Series B is convertible into common stock at a
conversion ratio of one preferred share for one common share.  The Series B
has liquidation preference over Preferred C stock and common stock.




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





5.
Fixed Assets- Net




The
following is a detailed list of fixed assets:




31-Dec-09
            
            
            31-Dec-08Property
      and Equipment
            
            $ 109,488
            
            
            $ 0Well
      leases
            
            
            163,500
            
            
            
            0Well
      equipment
            
            
            61,500
            
            
            
            0Asset
      Retirement Obligation
            
            
            4,337Accumulated
      depreciation & depletion
            
            
            (64,506
            )
            
            
            0Fixed
      assets- net
            
            $
            274,319
            
            
            $
            0




F-14




During
2009 we exchanged an automobile with a net book value of $51,028 and $8,462 in
cash for our reclass of a the note payable related to this automobile of
$57,462.




5.
 Options & Warrants Outstanding




All
options and warrants granted are recorded at fair value using a black-Scholes
model at the date of the grant.   There is no formal stock option plan for
employees.




A listing
of options and warrants outstanding at December 31, 2009 is as
follows.  Option and warrants outstanding and their attendant exercise
prices have been adjusted for the 1 for 200 reverse split of the common stock
discussed in Note 5.




Amount
              
              
              Weighted Average
      Exercise Price
              
              
              Weighted Average
      Years to MaturityOutstanding
      at December 31, 2007
              
              
              178,810
              
              
              $
              72.00000
              
              
              
              1.61Issued
              
              
              0Exercised
              
              
              0Expired
              
              
              0Outstanding
      at December 31, 2008
              
              
              178,810
              
              
              $
              72.00000
              
              
              
              1.61Issued
              
              
              6,500,000Exercised
              
              
              (112,500
              )Expired
              
              
              0Outstanding
      at December 31, 2009
              
              
              6,566,310
              
              
              $
              1.18533
              
              
              
              2.885




There
were no options or warrants granted during 2008. During 2009 we granted
6,500,000 warrants. 500,000 warrants were granted to a consultant pursuant to an
advisory agreement with an exercise price of $1.00 per share, 3 year term, an
estimated 95% volatility and an estimated fair value of $7,934.





During
2009 we granted 6,000,000 to continue to try and improve our relationship with
our debt holders. There were two issuance of 3,000,000. The first issuance
included an exercise price of $1.00 per share, 3 year term, an estimated 95%
volatility and an estimated fair value of $25,550. The second issuance included
an exercise price of $1.25 per share, 3 year term, an estimated 95% volatility
and an estimated fair value of $20,553.





The
estimated total value of the above warrants was $54,037 and this value was
expensed during 2009.





6.
Disposal of Tubb, Ten-Mile Draw, and Fant Ranch Properties




In fiscal
year 2005, the Company entered into an equity line credit agreement with
Dutchess, a financing company, and a shareholder. Under the terms of the equity
line agreement, the Company was obligated to pay the face value of the equity
line notes in cash or an equivalent amount in common stock. All of the assets of
the Company held by it’s 100% owned subsidiary, Firecreek Petroleum, Inc.
secured the equity line notes. The notes had an effective interest rate of
approximately 20%.  As an incentive to enter the equity line of credit, the
Company also issued convertible debentures, see reference footnote 10, the fair
market value of which had been discounted against the face of the equity line
notes and was being amortized to interest expense over the life of the equity
line notes.






At
December 2, 2008, the Dutchess foreclosed on all of the assets of the
Company.  As a result of the foreclosure by Dutchess, the Company
transferred all of its assets in its Tubb and Fant Ranch oil & gas
properties and $50,000 to retire all the debt legally extinguishing $9,201,166
owed to Dutchess by equity line notes payable or other
instruments.  As a result of the foreclosure the Company recognized a
gain on the disposal of these assets of $6,385,133 in its consolidated statement
of operations at December 31, 2008.  The Ten-Mile Draw property had
been earlier sold in October 2008 for $125,000.  The Company
recognized a loss on this asset disposal of $581,654 in the consolidated
statement of operations.




Gain
      of disposal of discontinued componentCash
      received
            
            $
            75.000Debentures  retired
      –legally extinguished
            
            
            9,201,166Assets
      transferred- net
            
            
            (3,472,687
            )Gain
      of disposal of discontinued component
            
            $
            5,803,479




F-15




loss from operations of discontinued component
            
            2009
            
            
            2008Revenues
      from sales of oil & gas
            
            $
            -
            
            
            
            1,437,437Cost
      of revenues
            
            
            -
            
            
            
            (921,690
            )Net
      revenues
            
            $
            -
            
            
            
            515,747Operating
      costs
            
            
            -
            
            
            
            356,647Income
      from operations
            
            $
            -
            
            
            
            159,100Other
      income/(expense)interest
      costs
            
            
            -
            
            
            
            (2,548.005
            )Gain
      on derivative
            
            
            -
            
            
            
            428,582Loss
      from Operations of discontinued component
            
            $
            -
            
            
            
            (1,960,323
            )




The above
listed assets of Firecreek Petroleum, Inc were transferred to the Company prior
to the disposal, offsetting inter- company loans.  Due to the related
party nature of this transaction, the value of Firecreek was removed through
Additional Paid In Capital and no gain was recognized.





7.
Acquisition of M3 Lighting, Inc. (M3), and South Atlantic Traffic Corporation
(SATCO)





i)
            On
      May 21, 2009, The Company, Asian Ventures Corp., a Nevada corporation (the
      “Subsidiary”), M3 Lighting, Inc., a Nevada corporation (“M3”), and
      Strategic Partners Consulting, L.L.C., a Georgia limited liability company
      (“Strategic Partners”) executed and closed a Plan and Agreement of
      Triangular Merger (the “Plan of Merger”), whereby M3 merged into the
      Subsidiary, a wholly-owned subsidiary of the Company. The acquisition has
      been accounted for  at cost basis with no step up in purchase
      price due to M3 no having ongoing operations as a development stage
      company and no meeting the definition of a business. We gave 14,320,808
      shares of our commons stock to acquire
M3.




ii)
            On
      November 4, 2009, the Company, Bob Joyner, a Florida resident
      ("Joyner"), Stewart Hall, a North Carolina resident ("Hall"), Hunter
      Intelligent Traffic Systems, LLC, a Georgia limited liability company
      (“Hunter”) and South Atlantic Traffic Corporation, a Florida corporation (
      “SATCO”), executed a Stock Purchase Agreement (the "Agreement") whereas
      the Registrant acquired all of the outstanding stock and interests held in
      SATCO. A copy of the Agreement was attached as an exhibit to our Current
      Report filed with the Commission on November 12, 2009.The acquisition has
      been accounted for as a purchase under accounting principles generally
      accepted in the United States (GAAP). Under the purchase method of
      accounting, in accordance with ARC 805, the assets and
      liabilities of SATCO are recorded as of the acquisition date at their
      respective fair values, and consolidated with the Company’s assets and
      liabilities.




The
Agreement calls for the following material terms:




I.
Purchase of Stock, Purchase Price:




1. The
Registrant agreed to pay to the Sellers aggregate consideration of $2,326,300
(the "PURCHASE PRICE"), adjusted to $2,058,373 as a result of the estimated make
whole provision below by delivery of:




(a)Cash
in available funds equal to the greater of: (i) sum of Fifty Percent (50%) of
SATCO’s available cash balance at Closing plus Twenty-Five Percent (25%) of
SATCO’s trade accounts receivables aged less than Ninety (90) days past due at
Closing with an additional amount to be negotiated for the outstanding retainage
and imminent collections of receivables over 90 days old as negotiated prior to
Closing; which was (ii) $600,000.




(b)Promissory
notes issued to each Seller in the aggregate principal amount of Five Hundred
Sixty Three Thousand One Hundred US Dollars ($563,100.00) (the “PROMISSORY
NOTES”). The Promissory Notes will accrue interest at a rate of Nine Percent
(9%) per annum and will amortize with a principal and interest payment at the
First Anniversary Date of the Transaction of Twenty-Five Percent (25%) of the
Promissory Notes plus accrued interest, a principal and interest payment at the
Second Anniversary Date of the Transaction of Twenty-Five Percent (25%) of the
Promissory Notes plus accrued interest and a Final Payment of the Outstanding
Balance of the Promissory Notes plus any unpaid interest on the Third
Anniversary Date of the Transaction.




F-16




(c)2,908,000
shares of the Registrant’s common stock issued to the Sellers pro rata based on
their ownership in SATCO representing $1,163,200.00 in value at a price per
share of $0.40 ("STOCK CONSIDERATION").




(d)Principal
and interest on the Promissory Notes will be allocated to the Sellers pro rata
based on their equity ownership SATCO. The Promissory Notes carry a cumulative
claw-back feature (the “Claw Back”) for the term of the Promissory Notes listed
in the agreement.




(e)Stock
consideration shall be issued at closing as follows: The Purchaser shall issue
to the Sellers an aggregate of 2,908,000 shares of its Common Stock (“the “STOCK
CONSIDERATION”) the total Stock Consideration to be paid to the Sellers based
upon a share price of Forty Cents ($0.40) per share.




(f)Stock
Consideration issued at Closing will carry a make whole provision (the “Make
Whole”). It is the parties’ intention that the Proposed Transaction will be
structured as a tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended. The Make Whole provides down-side protection
against a decline in the Registrant’s common share price. The Make Whole is
available only for shares held from the Stock Consideration by the Seller for a
period of one year following Closing. In the event that the Market Price
Per Share of the Stock Consideration during the thirty (30) consecutive trading
days immediately prior to the first anniversary of the Closing (the “Make Whole
Date”) is less than $.40, the Registrant would, at the Registrant’s option,
either issue to Sellers that number of additional shares of EGPI common stock
equal to (1) the number of shares of EGPI common stock comprising the Stock
Consideration held at the Make Whole Date, multiplied by $.40, less (2) the
number of shares of EGPI common stock comprising the Stock Consideration held at
the Make Whole Date, multiplied by the Market Price Per Share of the Stock
Consideration on the Make Whole Date. Notwithstanding the foregoing, the
Registrant’s obligation to make any adjustment pursuant to the preceding
sentence shall terminate in the event that, at any time prior to the Make Whole
Date, the aggregate Market Price Per Share of the Registrant’s common stock
during any twenty consecutive trading days exceeds $.75. The termination of the
Make Whole mechanism will only apply if the Sellers’ shares are registered
during the entire twenty consecutive trading days period, during which the
Market Price Per Share of the Registrant’s common stock exceeds $.75, by virtue
of eligibility and effectiveness of either i) 144 legend removal or
ii) self imposed registration process by the Registrant.





A
breakdown of the purchase price is as follows:





Cash
      consideration paid
            
            $
            600,000Promissory
      note to Sellers
            
            
            295,173Shares
      issued
            
            
            174,480Contingent
      consideration liability - make whole provision (accounted for in
      equity)
            
            
            988,720Contingent
      asset – claw back provision
            
            
            -Total
      purchase price
            
            
            2,058,373




Final
Purchase Price Allocation:




Current
      assets
            
            $
            1,425,881Property,
      plant and equipment
            
            
            85,530Trade
      name
            
            
            661,000Customer
      relationships
            
            
            163,000Assumed
      liabilities
            
            
            (2,278,878
            )Goodwill
            
            
            2,001,840Total
      purchase price
            
            $
            2,058,373




F-17





The
following unaudited pro-forma assumes the transaction occurred as of the
beginning of the periods presented as if it would have been reported during the
twelve month periods below.




Historic
              
              
              
              
              
              Pro
      FormaEGPI
      Firecreek, Inc.
                Twelve
      Months
                Ending
                December
      31, 2009
              
              
              South
      Atlantic
                Traffic
      Corporation
                Twelve
      Months
                Ending
                December
      31, 2009
              
              
              M3
                Lighting,
      Inc.
                Twelve
      Months
                Ending
                December
      31, 2009
              
              
              Adjustments
              
              
              CombinedRevenuesSales
              
              $
              -
              
              
              $
              8,325,660
              
              
              $
              42,000
              
              
              $
              (42,000
              )
              
              $
              8,325,660Cost
      of goods sold
              
              
              -
              
              
              
              7,069,118
              
              
              
              36,526
              
              
              
              (36,526-
              )
              
              
              7,069,118Gross
      profit
              
              
              -
              
              
              
              1,256,542
              
              
              
              5,474
              
              
              
              (5,474-
              )
              
              
              1,256,542Operating
      expensesSelling,
      general and administrative
              
              
              1,984,395
              
              
              
              1,676,801
              
              
              
              15,367
              
              
              
              -
              
              
              
              3,676,563Depreciation
              
              
              -
              
              
              
              39,424
              
              
              
              
              
              
              
              -
              
              
              
              39,424Total
      operating expenses
              
              
              1,984,395
              
              
              
              1,716,225
              
              
              
              15,367
              
              
              
              -
              
              
              
              3,715,987Net
      loss from operations
              
              
              (1,984,395
              )
              
              
              (459,683
              )
              
              
              (9,893
              )
              
              
              -
              
              
              
              (2,453,971
              )Other
      income (expenses)Disposal
      of assets
              
              
              (104,315
              )
              
              
              (3,326
              )
              
              
              
              
              
              
              
              
              
              
              (107,641Interest
      expense, net
              
              
              (15,883
              )
              
              
              
              
              
              
              387
              
              
              
              
              
              
              
              (15,496
              )Total
      other income (expenses)
              
              
              (120,198
              )
              
              
              (3,326
              )
              
              
              387
              
              
              
              
              
              
              
              (123,127
              )Net
      loss before provision for income taxes
              
              
              (2,104,593
              )
              
              
              (463,009
              )
              
              
              (9,506
              )
              
              
              
              
              
              
              (2,577,108
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -Net
      loss from continuing operations
              
              
              (2,104,593
              )
              
              
              (463,009
              )
              
              
              (9,506
              )
              
              
              
              
              
              
              (2,577,108
              )Discontinued
      operations:Gain
      on disposal of discontinued component (net of tax)
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -Gain
      (loss) from operations of discontinued component (net of
    tax)
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -Disposal
      of segment
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -Net
      income (loss)
              
              $
              (2,104,593
              )
              
              $
              (463,009
              )
              
              $
              (9,506
              )
              
              $
              
              
              
              $
              (2,577,108
              )Basic
      income (loss) per share- continuing operations
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (0.09
              )Basic
      income (loss) per share- discontinued operations
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              0Basic
      income (loss) per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (0.09
              )Fully
      diluted income (loss) per share- continuing operations
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (0.09
              )Fully
      diluted (loss) per share- discontinued operations
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              0Fully
      diluted (loss) per share
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (0.09
              )Weighted
      average of common shares outstanding:Basic
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              29,877,614Diluted
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              29,877,614




F-18




Historic
            
            
            
            
            
            Pro
      FormaEGPI
      Firecreek, Inc.
              Twelve
      Months
              Ending
              December
      31, 2008
            
            
            South
      Atlantic
              Traffic
      Corporation
              Twelve
      Months
              Ending
              December
      31, 2008
            
            
            M3
              Lighting
              Inc.
              Twelve
      Months
              Ending
              December
      31, 2008
            
            
            Adjustments
            
            
            CombinedRevenuesSales
            
            $
            -
            
            
            $
            15,853,027
            
            
            $
            40,544
            
            
            $
            -
            
            
            $
            15,893,571Cost
      of goods sold
            
            
            -
            
            
            
            13,785,726
            
            
            
            35,408
            
            
            
            -
            
            
            
            13,821,134Gross
      profit
            
            
            -
            
            
            
            2,067,301
            
            
            
            5,736
            
            
            
            -
            
            
            
            2,073,037Operating
      expensesSelling,
      general and administrative
            
            
            558,579
            
            
            
            1,858,688
            
            
            
            31,437
            
            
            
            -
            
            
            
            2,448,704Depreciation
            
            
            -
            
            
            
            52,802
            
            
            
            
            
            
            
            -
            
            
            
            52,802Total
      operating expenses
            
            
            558,579
            
            
            
            1,911,490
            
            
            
            31,437
            
            
            
            -
            
            
            
            2,501,506Net
      loss from operations
            
            
            (558,579
            )
            
            
            155,811
            
            
            
            (25,701
            )
            
            
            -
            
            
            
            (428,,469
            )Other
      income (expenses)Loss
      on asset disposal
            
            
            (567,000
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (567,000
            )Interest
      expense, net
            
            
            (20,138
            )
            
            
            (48,920
            
            
            
            247
            
            
            
            
            
            
            
            (68,811
            )Total
      other income (expenses)
            
            
            (587,138
            )
            
            
            (48,920
            
            
            
            247
            
            
            
            
            
            
            
            (635,811
            )Net
      loss before provision for income taxes
            
            
            (1,145,717
            )
            
            
            106,891
            
            
            
            (25,454
            )
            
            
            
            
            
            
            (1,064,280
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            -Net
      loss from continuing operations
            
            
            (1,145,717
            )
            
            
            106,891
            
            
            
            (25,454
            )
            
            
            -
            
            
            
            (1,064,280
            )Discontinued
      operations:Gain
      on disposal of discontinued component (net of tax)
            
            
            5,803,479
            
            
            
            -
            
            
            
            
            
            
            
            (2,967,758
            )
            
            
            2,835,721Gain
      (loss) from operations of discontinued component (net of
    tax)
            
            
            (1,960,323
            )
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            (1,960,323
            )Disposal
      of segment
            
            
            3,843,156
            
            
            
            -
            
            
            
            
            
            
            
            (2,967,758
            )
            
            
            875,398Net
      income (loss)
            
            $
            2,697,439
            
            
            $
            106,891
            
            
            $
            (25,454
            )
            
            $
            (2,967,758
            )
            
            $
            (188,882
            )Basic
      income (loss) per share- continuing operations
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (0.05
            )Basic
      income (loss) per share- discontinued operations
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            0.04Basic
      income (loss) per share
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (0.01
            )Fully
      diluted income (loss) per share- continuing operations
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (0.05
            )Fully
      diluted (loss) per share- discontinued operations
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            0.04Fully
      diluted (loss) per share
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (0.01
            )Weighted
      average of common shares outstanding:Basic
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            23,317,219Diluted
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            23,317,219




F-19




8.
Income Tax Provision





Deferred
income tax assets and liabilities consist of the following at December 31,
2009:




Deferred
      Tax asset
              
              $
              608,644Valuation allowance
              
              
              (608,644
              )Net
      deferred tax assets
              
              
              0





The
Company estimates that it has an NOL carryfoward of approximately $1,728,983
that begins to expire in 2027.





After
evaluating any potential tax consequence from our former subsidiary and our own
potential tax uncertainties, the Company has determined that there are no
material uncertain tax positions that have a greater than 50% likelihood of
reversal if the Company were to be audited. The Company believes that it is
current with all payroll and other statutory taxes. Our tax return for the years
ended December 31, 2002 to December 31,2009 may be subject to IRS
audit.





9.  Gain
on Sale of Asset




In August
2007, the Company sold all of its rights to certain projects in the Ukraine that
had been developed through its subsidiary, Firecreek Petroleum Inc., to Star
Energy Corp. for $100,000 cash and 2.1 million shares of Star’s
stock.  The rights to these projects had previously been 100% impaired
by the Company in 2005 and therefore all the proceeds received from the
transaction have been recorded as a “gain on asset sale” in the consolidated
statement of operations in 2007.  Management has classified the Star
stock as “available for sale” as per SFAS 115, “Accounting for Certain Investments
in Debt and Equity Securities” and, accordingly, has recorded the loss in
the market value of the stock in other comprehensive income at December 31,
2007. The stock was sold in December 2008.





Disposal
of assets resulted in a loss of $108,465.




10.  Related
Party Transactions




During
fiscal years 2008, the chief executive officer and shareholder provided office
space to the Company at no charge.




During
fiscal years 2008, three shareholders had unsecured non-interest bearing
advances receivable from the Company. The Company has imputed an interest rate
of 20% on these advances which total $240,918 and $307,096 at December 31, 2009
and 2008, respectively.




The
Company was indebted to Dutchess Private Equities Ltd., a stockholder at
December 2, 2008, the date of the Dutchess foreclosure.  As a result
of the foreclosure by Dutchess, the Company transferred all of its assets in its
Tubb and Fant Ranch oil & gas properties and $50,000 to retire all the debt
owed to Dutchess.  As a result of the foreclosure the Company
recognized a gain on the disposal of these assets of $5,028,954 in its
consolidated statement of operations at December 31, 2008. See financial
statement note 9 for a further discussion.




11.
Notes Payable




In
December 2008, the Company issued a note payable to Dutchess for $47,565 in
return for the right to participate with Dutchess in any future drilling in a
portion of the Tubb property.  The note is unsecured and carries an
interest rate of 12% and matures in June 2009.  Management considered
the asset received in this purchase to be impaired because future cash flows
from this asset could not be assured and accordingly recognized an impairment
expense in the consolidated statements of operations. The note was paid in full
in 2008.




At
December 31, 2009, the Company was liable on the following Promissory
notes:




Date
            
            Date
            
            Interest
            
            
            Balance
      DueIssued
            
            Matures
            
            Rate
      (%)
            
            
            12/31/09
      ($)9/17/2009
            
            9/17/2010
            
            
            12
            
            
            $
            11,3505/29/2009
            
            9/17/2010
            
            
            12
            *
            
            
            23,6029/17/2009
            
            9/17/2010
            
            
            18
            *
            
            
            3,20711/4/2009
            
            11/4/2012
            
            
            9
            
            
            
            98,39111/4/2009
            
            11/4/2012
            
            
            9
            
            
            
            98,39111/4/2009
            
            11/4/2012
            
            
            9
            
            
            
            98,39112/15/2009
            
            6/15/2010
            
            
            20
            
            
            
            50,00012/15/2009
            
            6/15/2010
            
            
            20
            
            
            
            50,00012/15/2009
            
            6/18/2010
            
            
            20
            
            
            
            50,00012/22/2009
            
            6/22/2011
            
            
            8
            
            
            
            120,00012/7/2007
            
            12/7/2010
            
            
            9
            
            
            
            338,658$
            941,990





*
Compounded




During
2009 we received cash proceeds for debt obligations of $933,133. During December
2009 we issued $150,000 of notes that will become convertible either at maturity
in June 2010 or upon an event of default. The Company evaluated these notes and
determined since the note is currently not convertible no beneficial conversion
feature or derivative exists within this note. The Company also granted warrants
to these note holders as noted previously in these footnotes. These warrants
were not attached to the debt and as a result were expensed when issued and not
treated a discount to the notes. The other notes noted above did not contain
conversion features.




Although a
portion of our debt is not due within 12 months give our working capital deficit
and cash positions or ability to service the debt on a long term basis is
questionable and as a result the notes are all treated as current
liabilities.





12.
Concentrations and Risk





Customers





During
the year ended December 31, 2009, revenue generated under the top five customers
accounted for 45% of the Company’s total revenue. For the year ended December
31, 2009, three customers accounted for 29% of the total outstanding accounts
receivable. Concentration with a single or a few customers may expose the
Company to the risk of substantial losses if a single dominant customer stops
conducting business with the Company.  Moreover, the Company may be
subject to the risks faced by these major customers to the extent that such
risks impede such customers’ ability to stay in business and make timely
payments.




Suppliers




The
Company obtained approximately 67% of its products from one manufacturer in the
United States for the year ending December 31, 2009. Management believes this
poses no business risk as the Company believes alternative product sources are
readily available if needed.




13.
Contingencies





The
Company is subject to various claims and legal proceedings covering a wide range
of matters that arise in the ordinary course of its business activities.
Management believes that any liability that may ultimately result from the
resolution of these matters will not have a material adverse effect on the
financial condition or results of operations of the Company. Management is not
aware of any pending litigation.





As noted
in our business combination footnote our SATCO acquisition contained certain
make whole provisions that may impact us in the future.





As noted
in our debt footnote above, we have certain notes that may become convertible in
the future and potential result in further dilution to our common
shareholders.





14.
Factoring of Receivables





On
October 28, 2009 the Company entered into a factoring agreement with Benefactor
Funding Corporation (Factor) for the purchase and sale of accounts receivable.
As outlined in the agreement, the Company agrees to assign, transfer, convey,
and deliver to Factor all accounts receivable which are accepted for purchase by
the Factor. Per current accounting literature the factoring agreement is treated
as loan and not a sale. The Factor receives the Accepted Accounts with recourse
and the Company is charged a fee per dollar amount of receivable factored. As of
December 31, 2009 we were in good standing with the Factor and have accounted
for the net of funds received and accounts factored as a reserve amount in net
receivables.





F-20




15.
Subsequent Events





In
January 2010 the Company issued 1,333,467 shares of common stock for $50,004
working capital for its South Atlantic Traffic Corporation
subsidiary.





In
January 2010 the Company issued 3,450,000 to various consultants for services
rendered.





In
January 2010 the Company issued 3,520,870shares of common stock to reduce debt
owed to a debt holder.





In
February 2010, the Company issued 900,000 shares of common stock to various
consultants for services rendered.





In
February 2010, the Company issued 12,106,300 shares of common stock to various
entities to reduce debt owed to a debt holder.





In March
2010, the Company issued 100,000 shares of common stock for acquisition costs to
an individual.





In March
2010, the Company issued 300,000 shares of common stock to an individual for
extension of financial obligation due dates rendered to the
Company.





In March
2010, the Company issued 975,000 shares of common stock to a consultant for
services rendered.





In March
2010, the Company issued 13,383,333 shares of common stock to various entities
to reduce debt owed to a debtholder.





In
February 2010, the Company entered into a service agreement with a consultant
for services to be provided.  Upon execution of the agreement, the
Company paid $15,000 for one months services.





In March
2010, the Company paid an entity a fee of $25,000 due diligence fee for the
purpose of potentially providing financing arrangements related to acquisition
financing.





In
January, 2010 the Company incurred a debt obligation of $1,000,000 in our
efforts to acquire another business. This acquisition has not been completed and
may not be completed.





On March
3, 2010, the Company executed a Stock Purchase Agreement with the stockholders
of Redquartz LTD, a company formed and existing under the laws of the country of
Ireland.  Redquartz LTD has been in business for 45 years, is known
internationally and is our entrance into the European markets with respect to
Intelligent Traffic Systems (ITS) and the transportation industry as well as
expanding our relationship recently established with Cordil, Inc. for the
products sold by South Atlantic Traffic, Inc. (SATCO), a wholly owned subsidiary
of the Company. For further information please see our Current Report on Form
8-K filed on March 11, 2010,  and as provided elsewhere in this
document. The unit purchased by the Company has no assets and will result in
additional debt burden to the Company.




F-21




16.
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)





Oil
and Natural Gas Exploration and Production Activities





Oil and
gas sales reflect the market prices of net production sold or transferred with
appropriate adjustments for royalties, net profits interest, and other
contractual provisions. Production expenses include lifting costs incurred to
operate and maintain productive wells and related equipment including such costs
as operating labor, repairs and maintenance, materials, supplies and fuel
consumed.  Production taxes include production and severance taxes.
Depletion of oil and gas properties relates to capitalized costs incurred in
acquisition, exploration, and development activities. Results of operations do
not include interest expense and general corporate amounts.  The
results of operations for the company's oil and gas production activities are
provided in the Company's related statements of operations.








Costs
Incurred and Capitalized Costs





The costs
incurred in oil and gas acquisition, exploration and development activities
follow:




Year
      Ended December 31,2009
              
              
              2008Costs
      Incurred for the Year:Proved
      Property Acquisition
              
              $
              225,000
              
              
              $
              1,400,000Unproved
      Property Acquisition
              
              
              -Development
              
              
              -
              
              
              
              328,746Total
              
              $
              225,000
              
              
              $
              1,728,746




Results
of operations (All United States Based):





2009
            
            
            2008Revenues
            
            $
            -
            
            
            $
            1,437,437Production
      costs
            
            
            -
            
            
            
            (771,193)Exploration
      costs
            
            
            -
            
            
            
            -Development
      costs
            
            
            -
            
            
            
            (325,000)Depreciation
      & amortization
            
            
            -
            
            
            
            (150,498
            )Provision
      for income tax
            
            
            -
            
            
            
            -Net
      profit (loss) from oil and gas producing activities:
            
            $
            -
            
            
            $
            190,746





Oil
and Natural Gas Reserves and Related Financial Data





Information
with respect to the Company’s oil and gas producing activities is presented in
the following tables. Reserve quantities, as well as certain information
regarding future production and discounted cash flows, were determined by Harper
Associates, Inc. independent petroleum consultants based on information provided
by the Company.




Oil
and Natural Gas Reserve Data





The
following tables present the Company’s independent petroleum consultants’
estimates of its proved oil and gas reserves. The Company emphasizes that
reserves are approximations and are expected to change as additional information
becomes available. Reservoir engineering is a subjective process of estimating
underground accumulations of oil and gas that cannot be measured in an exact way
and the accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and
judgment.




F-22




NaturalGas
            
            
            Oil(MCF)
            
            
            (BLS)Proved
      Developed and Undeveloped Reserves at December 31,
    2007
            
            
            1,029,200
            
            
            
            64,709Extensions,
      Discoveries and Other Additions
            
            
            -
            
            
            
            785,220Production
            
            
            (16,468
            )
            
            
            (9,221
            )Disposal
            
            
            (1,012,732
            )
            
            
            (840,708
            )Proved
      Developed and Undeveloped Reserves at December 31,
    2008
            
            
            -
            
            
            
            -Revisions
      of Previous Estimates
            
            
            -
            
            
            
            -Extensions,
      Discoveries and Other Additions
            
            
            110,877
            
            
            
            25,634Production
            
            
            -
            
            
            
            -Proved
      Developed and Undeveloped Reserves at December 31,
    2009
            
            
            110,877
            
            
            
            25,634Proved
      Developed Reserves at December 31, 2008
            
            
            -
            
            
            
            -Proved
      Developed Reserves at December 31, 2009
            
            
            110,877
            
            
            
            25,634





Proved
reserves are estimated quantities of oil and gas, which geological and
engineering data indicate with reasonable certainty to be recoverable in future
years from known reservoirs under existing economic and operating conditions.
Proved developed reserves are proved reserves that can be expected to be
recovered through existing wells with existing equipment and operating
methods.  Proved undeveloped reserves are included for reserves for
which there is a high degree of confidence in their recoverability and they are
scheduled to be drilled within the next five years.





Standardized
Measure of Discounted Future Net Cash Inflows and Changes Therein





The
following table presents a standardized measure of discounted future net cash
flows relating to proved oil and gas reserves and the changes in standardized
measure of discounted future net cash flows relating proved oil and gas were
prepared in accordance with the provisions of ASC 932-235-555. Future cash
inflows were computed by applying average prices of oil and gas for the last 12
months as of December 31, 2009 and current prices as of December 31, 2008 to
estimated future production. Future production and development costs were
computed by estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the year, based on
year-end costs and assuming continuation of existing economic
conditions.  Future income tax expenses were calculated by applying
appropriate year-end tax rates to future pretax cash flows relating to proved
oil and gas reserves, less the tax basis of properties involved and tax credits
and loss carryforwards relating to oil and gas producing
activities.  Future net cash flows are discounted at the rate of 10%
annually to derive the standardized measure of discounted future cash flows.
Actual future cash inflows may vary considerably, and the standardized measure
does not necessarily represent the fair value of the Company’s oil
and  gas reserves.




F-23




Year
      Ended December 31,2009
            
            
            2008Future
      Cash Inflows
            
            $
            1,921,420
            
            
            $
            -Future
      Production Costs
            
            
            (623,364
            )
            
            
            -Future
      Development Costs
            
            
            (137,500
            )
            
            
            -Future
      Income Tax Expense
            
            
            -
            
            
            
            -Future
      Net Cash Inflows
            
            
            1,160,557
            
            
            
            -10%
      Annual Discount for Estimated Timing of Cash Flows
            
            
            (412,043
            )
            
            
            -Standardized
      Measure of Discounted Future Net Cash Flows
            
            $
            748,513
            
            
            $
            -





The
twelve month average prices for the year ended December 31, 2009 and year-end
spot prices at December 31, 2008 were adjusted to reflect applicable
transportation and quality differentials on a well-by-well basis to arrive at
realized sales prices used to estimate the Company’s reserves. The prices for
the Company’s reserve estimates were as follows:





Natural
      Gas
            
            
            OilMCF
            
            
            BblDecember 31,
      2008 (Spot Price)
            
            $
            -
            
            
            $
            -December 31,
      2009 (Average)
            
            $
            5.39
            
            
            $
            58.22








Changes
in the future net cash inflows discounted at 10% per annum follow:








Year
      Ended
              December
      31,2009
            
            
            2008Beginning
      of Period
            
            $
            -
            
            
            $
            -Sales
      of Oil and Natural Gas Produced, Net of Production Costs
            
            
            -
            
            
            
            -Extensions
      and Discoveries
            
            
            -
            
            
            
            -Previously
      Estimated Development Cost Incurred During the Period
            
            
            -
            
            
            
            -Net
      Change of Prices and Production Costs
            
            
            -
            
            
            
            -Change
      in Future Development Costs
            
            
            -
            
            
            
            -Revisions
      of Quantity and Timing Estimates
            
            
            -
            
            
            
            -Accretion
      of Discount
            
            
            -
            
            
            
            -Change
      in Income Taxes
            
            
            -
            
            
            
            -Purchase
      of Reserves in Place
            
            
            748,513
            
            
            
            -Other
            
            
            -
            
            
            
            -End
      of Period
            
            $
            748,513
            
            
            $
            0





F-24




ITEM 9.CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




On
November 24, 2009, Donahue Associates, LLC resigned as the Company’s independent
auditor. The reports of Donahue Associates on the Company’s consolidated
financial statements as of and for the periods ended December 31, 2008 and 2007
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to any uncertainty, audit scope or accounting principle except to
indicate that there was substantial doubt about the Company’s ability to
continue as a going concern.  The board of directors and audit
committee of the Company discussed the desire to resign with Donahue Associates
and accepted the resignation.





During
the Registrant's two most recent fiscal years, and any subsequent interim period
preceding the resignation on November 24, 2009, there were no disagreements
between the Registrant and Donahue Associates on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Donahue
Associates, would have caused him to make reference to the subject matter of the
disagreement(s) in connection with his reports.





On
November 24, 2009, the Registrant's board of directors resolved to retain M
& K CPAs, PLLC as the sole principal independent registered accountant for
the Registrant. During the two most recent fiscal years and through November 24,
2009, the Company had not consulted with M & K CPAs, PLLC regarding any of
the following:





(i)
            The
      application of accounting principles to a specific transaction, either
      completed or proposed;





(ii)
            The
      type of audit opinion that might be rendered on the Registrant's
      consolidated financial statements, and none of the following was provided
      to the Registrant: (a) a written report, or (b) oral advice that M & K
      CPAs, PLLC concluded was an important factor considered by the Registrant
      in reaching a decision as to accounting, auditing or financial reporting
      issue; or





(iii)
            Any
      matter that was subject of a disagreement, as that term is defined in Item
      304(a)(1)(iv) of Regulation S-K.




ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation
of disclosure and controls and procedures:





Our Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31,
2009. 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 there are material weaknesses in our disclosure controls and
procedures and they were not effective for the following
reasons:




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




·
            Subsequent
      to the filing of the Original report, we determined that we needed to
      restate the financial statements contained in the Original Report and
      Quarterly Report on Form 10-QSB that we filed for the quarterly period
      ended September 30, 2009.
              
              Due
      to the quantity and significant of audit adjustments proposed by our
      independent auditor during their audit of the year ended December 31,
      2009.





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




44




Management's Report on Internal
Control Over Financial Reporting





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 Securities Exchange Act of 1934, as amended, 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 Securities
Exchange Act of 1934, as amended, is accumulated and communicated to our
management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles and includes those policies and
procedures that:





* pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
Company;





* provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and





* provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.








Management
assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2009. In making this assessment, management used
the criteria established in "Internal Control-Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).





Based on
this assessment, management believes that, as of December 31, 2009, the
Company's internal control over financial reporting are no effective due to the
material weaknesses noted on the previous page.





Management
has not identified any change in our internal control over financial reporting
that occurred during the fourth quarter ended December 31, 2009  and
through the date of this report (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





ITEM 9B.OTHER
      INFORMATION




Effective
April 7, 2010 by majority consent of the EGPI Firecreek, Inc. (“EGPI” or the
“Company”) shareholders of record at March 31, 2010 nine (9) members were
elected to the Company’s Board of Directors, consisting of three members that
have previously served. The Directors shall hold their respective office until
the Company’s Annual Meeting of Shareholders in 2010 or until their successors
are duly elected and qualified. The members of the Company’s Board of Directors
are as follows:




Name
            
            Age
            
            Position(s)
            
            Position(s)
              Held SinceRobert
      S. Miller, Jr.
            
            27
            
            Director
            
            2009Michael
      Kocan
            
            41
            
            Director
            
            2009David
      H. Ray
            
            31
            
            Director
            
            2009Brandon
      D. Ray
            
            28
            
            Director
            
            2009Dennis
      R. Alexander
            
            56
            
            Director,
      Chairman
            
            1999Larry
      W. Trapp
            
            69
            
            Director
            
            2008Michael
      Trapp
            
            43
            
            Director
            
            2008Michael
      D. Brown
            
            
            
            Director
            
            2009Garrett
      Sullivan
            
            75
            
            Director
            
            2009




45




On April
7, 2010 by majority consent of the Board of Directors of EGPI Firecreek, Inc.
(“EGPI” or the “Company”) the following officers were elected as officers of the
Company, consisting of 7 officers three of which that have previously served.
The officers of the Company are as follows:




Name
            
            Age
            
            Position(s)
            
            Position(s)
              Held SinceRobert
      S. Miller, Jr.
            
            27
            
            Executive
      Vice President
            
            2009Michael
      Kocan
            
            41
            
            President
      and Chief Operating Officer
            
            2009David
      H. Ray
            
            31
            
            Executive
      Vice President and Treasurer
            
            2009Brandon
      D. Ray
            
            28
            
            Executive
      Vice President of Finance
            
            2009Dennis
      R. Alexander
            
            56
            
            Chief
      Executive Officer and Chief Financial Officer
            
            1999Larry
      W. Trapp
            
            69
            
            Executive
      Vice President
            
            2008Melvena
      Alexander
            
            76
            
            Secretary
      and Comptroller, Co-Treasurer
            
            1999


Board
Meeting





While the
Board of Directors had no regularly scheduled physical meetings held during
fiscal 2009, the Board of Directors business was conducted via Consent(s) to
Action in Lieu of Meeting, held Electronically, Telephonically, or In Person,
(the “Consent(s)”)). There were a total of twenty eight (28) consents
obtained during fiscal 2009 and all members of the then Board of Directors
attended at least 75% of all meetings held by the above listed
Consent(s).





COMMITTEES
OF THE BOARD OF DIRECTORS




Effective
on November 4, 2009, by unanimous consent, the Board of Directors of the Company
approved, reconfirmed, and made certain changes to certain
committees.





The
directors approved the confirmation and or reinstatement of the following
committees of the Company: The Audit Committee and a combined Nominating and
Compensation and Stock Option Committee.





The Audit
Committee shall consist of the following:





(1) The
Audit Committee is composed initially of three members: Ms. Joanne Sylvanus (*),
its Chairman, Dennis Alexander and Melvena Alexander, members.





i) The
responsibilities of the Audit Committee include: (1) the recommendation of the
selection and retention of the Company’s independent public accountants; (2) the
review of the independence of such accountants; (3) to review and approve any
material accounting policy changes affecting the Company’s operating results;
(4) the review of the Company’s internal control system; (5) the review of the
Company’s annual financial report to stockholders; and (6) the review of
applicable interested party transactions.





The
combined Nomination and the Compensation and Stock Option Committee shall
consist of the following:





(2) The
combined Nomination and the Compensation and Stock Option Committee are composed
initially of three members: Mr. Michael Brown, its Chairman, David Ray, and
Dennis Alexander, members.





i) The
function of the Nominating Committee is to seek out qualified persons to act as
members of the Company’s Board of Directors, and provide for compliance
standards. The Nominating Committee seeks to identify director candidates based
on input provided by a number of sources, including (a) the Nominating Committee
members, (b) our other Directors, (c) our stockholders, and (d) third parties
such as professional search firms. In evaluating potential candidates for
director, the Nominating Committee considers the merits of each candidate’s
total credentials.





ii) The
function of the Compensation and Stock Option Committee is to review and
recommend along with the Board of Directors, compensation and benefits for the
executives of the Company, consultants, and administers and interprets the
Company Stock Option Plan and the Directors Stock Option Plan and are authorized
to grant options pursuant to the terms of these plans.




(*)
A summary of Ms. Sylvanus’s work experience can be found in a Current Report on
Form 8-K filed on January 23, 2007, incorporated herein by
reference.





46




RATIFICATION
OF APPOINTMENT OF AUDITORS





The Board
of Directors has appointed M & K CPAS, PLLC, as the Company's independent
certified public accountants for the fiscal year ending December 31, 2009 and
December 31, 2010. Donahue Associates, L.L.C., was the independent public
auditor of the Company for the fiscal year ended 2008 but withdrew from that
position in December 2009.





There
have been no disagreements between the Company and the Auditors during the term
of its relationship.





PART
III





ITEM 10.DIRECTORS,
      EXECUTIVE OFFICERS, CORPORATE GOVERNANCE




The
directors, executive officers and significant employees of the Company as of
March 31, 2010 are as follows:





Name
            
            Age
            
            Position(s)
            
            Position(s)
              Held SinceRobert
      S. Miller, Jr.
            
            27
            
            Director
      and Executive Vice President
            
            2009Michael
      Kocan
            
            41
            
            Director
      and President and Chief Operating Officer
            
            2009David
      H. Ray
            
            31
            
            Director
      and Executive Vice President and Treasurer
            
            2009Brandon
      D. Ray
            
            28
            
            Director
      and Executive Vice President of Finance
            
            2009Dennis
      R. Alexander
            
            56
            
            Director
      and Chief Executive Officer and Chief Financial Officer
            
            1999Larry
      W. Trapp
            
            69
            
            Director
      and Executive Vice President
            
            2008Michael
      Trapp
            
            43
            
            Director
            
            2008Melvena
      Alexander
            
            76
            
            Secretary
      and Comptroller, Co-Treasurer
            
            1999Michael
      D. Brown
            
            
            
            Director
            
            2009Garrett
      Sullivan
            
            75
            
            Director
            
            2009





Term for
Directors: In accordance with Article 9.2 of the Company’s Bylaws: The members
of the Board of Directors shall hold office until the first annual meeting of
Stockholders and until their successors shall have been elected and qualified.
At the first annual meeting of Stockholders and at each annual meeting
thereafter the Stockholders shall elect Directors to hold office until the next
succeeding annual meeting, except in the case of classification of the
Directors. Each Director shall hold office for the term for which he is elected
until his successor shall have been elected and qualified.  The number
of the directors may be fixed from time to time by resolution duly passed by our
board.  Our board has fixed the number of our directors at nine.
Vacancies and newly created directorships resulting from any increase in the
number of authorized directors may generally be filled by a majority of the
directors then remaining in office.  The directors elect officers
annually.





David H.
Ray and Brandon D. Ray are brothers.  Dennis R. Alexander is the son
of Melvena Alexander.  Michael Trapp is the son of Larry W.
Trapp.




We may
employ additional management personnel, as our board of directors deems
necessary.  We have not identified or reached an agreement or
understanding with any other individuals to serve in management positions, but
do not anticipate any problem in employing qualified staff.




A
description of the business experience during the past several years for our
directors and executive officer is set forth below:





Dennis R.
Alexander has served as Chairman, CEO, and Chief Financial Officer of the
Company (EGPI) since May 21, 2009, having served as Chairman, President and
Chief Financial Officer of EGPI and Firecreek Petroleum, Inc. since February 10,
2007.  He served as Chairman and Chief Financial Officer of EGPI and
Firecreek Petroleum, Inc. since July 1, 2004 through February 9, 2007 having
served as the President and Director of EGPI from May 18, 1999 to June 30,
2004.  In September 1998 he was a founder, and from January 19, 1999
through its acquisition with EGPI served as President and Director of Energy
Producers Group, Inc.  From April 1997 through March 1998, served as
CEO, Director, Consultant of Miner Communications, Inc., a media communications
company.  From April 26, 1997 through March, 1998 he was a director of
Rockline, Inc., a private mining, resource company, and a founder of World Wide
Bio Med, Inc., a private health-bio care, start up company.  Since
March 1996 to the present he has owned Global Media Network USA, Inc., which has
included management consulting, advisory services.  Mr. Alexander
devotes approximately 60 to 80 hours per week minimum, and more as required, to
the business of EGPI.





Michael
Kocan, has served as President and Director of the Company (EGPI) and of M3
Lighting, Inc. since May 21, 2009. Since 1999 Mr. Kocan has been president and
owner of Traffic & Lighting Corp. in Roswell, Georgia.  From 1997
to 1999, he was a Sales Manager at Southeastern Transportation Products in
Winter Park, Florida.  Prior to that, he acted as Managing Director
for United Lighting Standards in Warren, Michigan from 1995 until
1997.  Mr. Kocan graduated from Oral Roberts University with a
Bachelor of Science degree in Business Management in 1991.





Robert S.
Miller, Jr. has served as an Executive Vice President and Director of the
Company (EGPI) and M3 Lighting, Inc., since May 21, 2009. He has been a partner
in M3 since August 2007.  From March 2006 until July 2007, he was
Lighting Project Manager for Power Design Resources in Atlanta,
Georgia.  Mr. Miller obtained a Bachelor of Science Degree in Consumer
Economics from the University of Georgia in December 2005.




47




David H.
Ray has served as a Director and Executive Vice President and Treasurer of the
Company (EGPI) and M3 Lighting, Inc. since May 21, 2009. He became a managing
member of Strategic Partners Consulting, LLC in September 2008.  From
June 2006 until September 2008, Mr. Ray worked as the Manager of Financial
Reporting and Budgeting for Charys Holding Company, Inc., a publicly-traded
company.  From May 2003 until June 2006, Mr. Ray worked at Cumulus
Media, Inc. as an Accounting Manager, Senior Accountant and Staff
Accountant.  Mr. Ray graduated Summa Cum Laude and received a B.S.
Degree in Accounting with a concentration in Finance from North Carolina State
University in May 2003.




Brandon
D. Ray has served as a Director and Executive Vice President of Finance of the
Company (EGPI) and M3 Lighting, Inc. since May 21, 2009. He became a managing
member of Strategic Partners Consulting LLC in September 2008.  Before
joining Strategic Partners, he had worked as a financial analyst and general
accountant for Charys Holding Company, Inc., a publicly-traded
company.  While at Charys, Mr. Ray was also responsible for the cash
management and financial reporting of the Charys subsidiary Ayin Tower
Management, a cellular/communication tower management group.  Mr. Ray
has also gained experience in the financial/accounting industry while working as
a staff accountant with Cumulus Media Inc., based in Atlanta,
Georgia.  Mr Ray earned his Bachelor’s of Science degree in Business
Management with a concentration in Finance from North Carolina State University
in 2003.





Larry W.
Trapp has served as a Director and Excutive Vice President of the Company since
May 21, 2009 having been appointed as a Director, Executive Vice President, and
Treasurer of EGPI on December 3, 2008.  Previously he has served in
various capacities as Chief Financial Officer, Vice President, and Director
through January 26, 2004 and is one of the original founders in 1998 through the
acquisition processes with EGPI, serving as Director of Energy Producers Group,
Inc.  Mr. Trapp earned a BS in Business Administration with emphasis
in Finance from Arizona State University.  Prior business experience
includes Vice President of Escrow Administration for a major Title Insurance
Company where he was directly responsible for the Management and performance of
22 branches and supervised an administration staff of 125
Employees.




Michael
Trapp has served as a Director of the Company since May 21, 2009 having been
appointed as a Director of EGPI on December 3, 2008.  A graduate of
Rice Aviation he earned honors and honed his skills as a Airframe and Power
Plant licensee working in the airline industry for many years.  He
recently owned his own mortgage company and is now a Senior Loan Officer for a
multi-state lender in Mesa, Arizona.  His strong technical and
analytical skills will be a bonus in analyzing prospective projects which will
enhance EGPI’s growth and asset base.




Melvena
Alexander has served as Co-Treasurer, Secretary and Comptroller of the Company
(EGPI) and Firecreek Petroleum, Inc. since February 10, 2007 having served as
Secretary and Comptroller of EGPI and Firecreek Petroleum, Inc. since July 1,
2004 through February 9, 2007.  She served as Secretary since March
15, 2003 to June 30, 2004 having been Secretary and Comptroller of EGPIsince May
18, 1999.  In September 1998 she was a founder, and from January 19,
1999 through the acquisition processes with the Company served as Secretary of
Energy Producers Group, Inc.  She is founder and President of Melvena
Alexander CPA since 1982, which prepares financial statements and tax
reports.   Mrs. Alexander graduated Arizona State University with a
B.S. in Accounting, received CPA Certificate, State of Arizona.  She
is a prior member of AICPA and the American Society of Women Accountants through
June 2008.  Mrs. Alexander devotes a minimum of 40-60 hours per week,
and more as required, to the business of EGPI.





Michael
D. Brown was appointed to the Board of Directors of the Company on July 6, 2009.
Mr. Brown was nominated by President George W. Bush as the first Under Secretary
of Emergency Preparedness and Response (EP&R) in the newly created
Department of Homeland Security in January 2003.  Mr. Brown
coordinated federal disaster relief activities including implementation of the
Federal Response Plan, which authorized the response and recovery operations of
26 federal agencies and departments as well as the American Red
Cross.  Mr. Brown also provided oversight of the National Flood
Insurance Program and the U.S. Fire Administration and initiated proactive
mitigation activities. Prior to joining the Federal Emergency Management Agency,
Mr. Brown practiced law in Colorado and Oklahoma, where he served as a Bar
Examiner on Ethics and Professional Responsibility for the Oklahoma Supreme
Court and as a Hearing Examiner for the Colorado Supreme Court.  Mr.
Brown had been appointed as a Special Prosecutor in police disciplinary
matters.  While attending law school, Mr. Brown was appointed by the
Chairman of the Senate Finance Committee of the Oklahoma Legislature as the
Finance Committee Staff Director, where he oversaw state fiscal
issues.  Mr. Brown’s background in state and local government also
includes serving as an Assistant City Manager with Emergency Services Oversight
and as a City Councilman. Mr. Brown holds a B.A. in Public
Administration/Political Science from Central State University,
Oklahoma.  Mr. Brown received his J.D. from Oklahoma City University’s
School of Law.  He was an Adjunct Professor of Law for Oklahoma City
University.





Garrett
M. Sullivan was appointed to the Board of Directors of the Company on September
10, 2009.  Over the years, Mr. Sullivan held various positions with
DuPont Chemicals and UniRoyal on both national and international levels. His
experience includes running a textile and paper manufacturing facility and
serving as President of HT&T a hospital television and call system company
owned by Philips of Holland. Mr. Sullivan served as both  President
and then Vice Chairman of Applied Digital Solutions Inc. through 2001. Mr.
Sullivan earned a Bachelor of Arts degree from Boston University, and an MBA
from Harvard University.




48




COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934




Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
directors, and persons who own more than ten percent of the Company’s Common
Stock, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission (“SEC”). Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.




Based
solely on current management’s review of the copies of such forms received by it
from former management, the Company believes that, during the year ended
December 31, 2009, its officers, directors, and greater than ten-percent
beneficial owners complied with all applicable filing requirements.




Code
of Ethics




On
December 31, 2003, the Company adopted its Code of Ethics and Business Conduct
that applies to all of the officers, directors and/or employees of the Company.
The Code of Ethics is included and filed as Exhibit 14 to our Form-10KSB filed
on April 27, 2004 incorporated herein for reference. The Code is posted on our
website (www.egpifirecreek.com) currently in continuous stages of upgrade
development/construction. We will disclose on our completed website any waivers
of, or amendments to, our Code.




ITEM
      11.EXECUTIVE
      COMPENSATION




The
following tables summarize annual and long-term compensation paid to the
Company’s Chief Executive Officer and the Company’s four other most highly
compensated executive officers whose total annual salary and bonus compensation
exceeded $100,000 who were serving as of December 31, 2009, for all services
rendered to the Company and its subsidiaries during each of the last three
fiscal years. The Company did not retain any employees and payments are made for
services as available. The Company, through its new wholly owned subsidiary
South Atlantic Traffic Corporation, employs approximately six individuals. Note:
All other tables required to be reported have been omitted, as there has been no
compensation awarded to, earned by or paid to any of the executives of the
Company that is required to be reported other than what is stated
below.




Summary
Compensation Table





Name and
              Principal Position
            
            Year
            
            Salary
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            All Other
              Compensation
              ($)Dennis
      R. Alexander 1//
      (*)
            
            
            2009
            
            n/a
            
            
            n/a
            
            -0-
            
            
            5,450Chairman,
      CEO, CFO
            
            
            2008
            
            n/a
            
            
            n/a
            
            -0-
            
            
            -0-2007
            
            n/a
            
            
            n/a
            
            -0-
            
            
            -0-Melvena
      Alexander 1/
      (*)
            
            
            2009
            
            n/a
            
            
            n/a
            
            -0-
            
            
            -0-Co
      Treasurer, Sect. and Cmpt.
            
            
            2008
            
            n/a
            
            
            n/a
            
            -0-
            
            
            -0-2007
            
            n/a
            
            
            n/a
            
            -0-
            
            
            -0-







1/
            D.R.
      Alexander and Melvena Alexander have been with the Company since
      1999.(*)
            Please
      see “Certain Relationships and Related Transactions” for additional
      discussion on agreements with individual consulting
  firms.




Employee
Pension, Profit Sharing or Other Retirement Plans




The
Company does not have a defined benefit, pension plan, profit sharing, or other
retirement plan.




Director
Compensation




As of
February 4, 2000 each member of the Board of Directors, subject to approval of
the Chairman and CEO, may be paid $500.00 per formal meeting plus certain
expenses for out of State Directors incurred in connection with attendance at
Board and Committee meetings. There are no agreements provided to Directors or
individual agreements with any Director other than that presented in this
paragraph, and the understanding that at minimum a traveling Director will be
considered by the Chairman more favorably for reimbursement of expenses for
travel and may, at the election of the Chairman, be paid $500 for attendance at
a formal meeting. This determination by the Chairman to provide for either
reimbursement or compensation for a formal meeting is principally to be based on
the finances of the Company available at the time.




Employment
Agreements




The
Company does not have any employment agreements with its executive
officers.




49




ITEM
      12.SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The
following table sets forth certain information regarding the beneficial
ownership of the Company’s Securities by each person or group that is known by
the Company to be the beneficial owner of more than five percent of its
outstanding Securities, each director of the Company, each executive officer,
and all directors and executive officers of the Company as a group as of March
31, 2010. Unless otherwise indicated, the company believes that the persons
named in the table below, based on information furnished by such owners, have
sole voting and investment power with respect to the Common Stock beneficially
owned by them, where applicable.




Under
securities laws, a person is considered to be the beneficial owner of securities
owned by him (or certain persons whose ownership is attributed to him) and that
can be acquired by him within 60 days from the date of this Form 10-K filing,
including upon the exercise of options, warrants or convertible securities. The
Company determined a beneficial owner’s percentage ownership by assuming that
options, warrants or convertible securities that are held by him, but not those
held by any other person, and which are exercisable within 60 days of the date
of this Form 10-K filing, have been exercised or converted.




The
information in the following table is based on 74,460,369 shares of common stock
issued and outstanding as of March 31, 2010.





Common
      Stock Beneficially
              Owned
      (2)(a)
            
            
            Preferred
      Stock Beneficially
              Owned
      (2)Title
      of Class
            
            Name and Address of Beneficial
              Owner
      (1)
            
            Number
            
            
            Percent
            
            
            Number
            
            
            PercentCommon
            
            Robert
      S. Miller, Jr.
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            535,889
            (13)
            
            
            0.70
            
            
            
            -0-
            
            
            
            -0-Common
            
            Michael
      Kocan
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            2,457,265
            (14)
            
            
            3.21
            
            
            
            -0-
            
            
            
            -0-Common
            
            David
      H. Ray (3)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            **1,193,401
            (15)
            
            
            1.56
            
            
            
            -0-
            
            
            
            -0-Common
            
            Brandon
      D. Ray (4)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            **1,193,401
            (16)
            
            
            1.56
            
            
            
            -0-
            
            
            
            -0-Common
            
            Dennis
      R. Alexander (5)
              c/o
      6564 Smoke Tree Lane
              Scottsdale
      Arizona, 85253
            
            
            3,472,278
            (17)
            
            
            4.54
            
            
            
            -0-
            
            
            
            -0-Common
            
            Larry
      W. Trapp (6)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            
            320,906
            (18)
            
            
            .42
            
            
            
            -0-
            
            
            
            -0-Common
            
            Michael
      Trapp (7)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            
            2,000
            (19)
            
            
            0.003
            
            
            
            -0-
            
            
            
            -0-Common
            
            Melvena
      Alexander (8)
              c/o
      6564 Smoke Tree Lane
              Scottsdale,
      Arizona 85253
            
            
            204,075
            (20)
            
            
            0.27
            
            
            
            -0-
            
            
            
            -0-Preferred
            
            Red
      Quartz Development, L.L.C. (9)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            -0-
            
            
            
            -0-
            
            
            
            5,000
            
            
            
            100Common
            
            Red
      Quartz Development
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            2,129,629
            
            
            
            2.79
            
            
            
            -0-
            
            
            
            -0-Common
            
            Michael
      Hanlon
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            2,129,629
            
            
            
            2.79
            
            
            
            -0-
            
            
            
            -0-




50




Common
            
            Garrett
      Sulliavan
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            655,271
            (21)
            
            
            .86
            
            
            
            -0-
            
            
            
            -0-Common
            
            Tom
      Davis
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            3,276,353
            
            
            
            4.29
            
            
            
            -0-
            
            
            
            -0-Common
            
            Amanda
      Corcoran
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            126,360
            
            
            
            0.17
            
            
            
            -0-
            
            
            
            -0-Common
            
            Kelly
      Davis
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            272,610
            
            
            
            .36
            
            
            
            -0-
            
            
            
            -0-Common
            
            Paddy
      Kelly
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            351,000
            
            
            
            .46
            
            
            
            -0-
            
            
            
            -0-Common
              Preferred
            
            All
      directors and officers as a group (10 persons), and including other
      persons or groups.
            
            
            24,228,077
            
            
            
            29.74
            
            
            
            5,000
            
            
            
            100Common
            
            Strategic
      Partners Consulting, L.L.C. (3)(4)(10)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            **
            
            
            
            **
            
            
            
            -0-
            
            
            
            -0-Common
            
            Billy
      V. Ray Jr. (11)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            1,512,590
            
            
            
            1.98
            
            
            
            -0-
            
            
            
            -0-Common
            
            SATCO
      Sellers Group (12)
              c/o
      3400 Peach Tree Road
              Suite
      111
              Atlanta,
      Georgia 30326
            
            
            2,908,000
            
            
            
            3.80
            
            
            
            -0-
            
            
            
            -0-







(1)
            Unless
      otherwise indicated, the address for each of these shareholders other than
      (5), (6), (7), and (8) c/o EPGI Firecreek, Inc. and Energy Producers,
      Inc., located at 6564 Smoke Tree Lane, Scottsdale Arizona 85254, is c/o
      EGPI Firecreek, Inc., M3 Lighting, Inc. (M3), and or c/o SATCO Sellers
      Group, located at 3400 Peachtree Road, Suite 111, Atlanta, Georgia
      30326.  Also, unless otherwise indicated, each person named in
      the table above has the sole voting and investment power with respect to
      his shares of our common stock beneficially
  owned.




(2)
            Beneficial
      ownership is determined in accordance with the rules of the
      SEC.(3)
            David
      H. Ray and Brandon D. Ray are brothers.  Messrs. David H. Ray
      and Brandon D. Ray each owns 1/3 of Strategic Partners Consulting, L.L.C.,
      which owns 2,386,802 shares of our common stock.  The other 1/3
      owner of Strategic Partners Consulting, L.L.C. is Lynn Myers Investments,
      L.L.C., a Mississippi limited liability company, having an address of 202
      Ashton Place, Madison, Mississippi
39110.





(4)
            See
      note 3, above.(5)
            Dennis
      R. Alexander is the son of Melvena
Alexander.





(6)
            Larry
      W. Trapp is the father of Michael Trapp.(7)
            See
      not 6, above.





(8)
            See
      note 5, above.(9)
            Each
      share of Series C preferred stock shall have 21,200 votes on the election
      of our directors and for all other
purposes.





(10)
            See
      notes 3 and 4, above.(11)
            Billy
      V. Ray Jr. is the Father of David H. Ray and Brandon D.
    Ray.





(12)
            SATCO
      Sellers Group, see first paragraph, this Item 1.01, and I. 1. (e) there
      under first paragraph, and elsewhere referenced herein.(13)
            Includes
      535,889 shares of common stock owned directly by Mr. Robert S. Miller
      Jr.





(14)
            Includes
      2,457,265 shares of common stock owned directly by Michael
      Kocan.(15)
            Includes
      1,193,401 shares of common stock owned indirectly, including shares with
      investment control, by Mr. David H.
Ray.




51




(16)
            Includes
      1,193,401 shares of common stock owned indirectly, including shares with
      investment control, by Mr. Brandon D. Ray.(17)
            Includes
      3,472,278 shares of common stock owned directly by Mr. Dennis Alexander.
      Of the common shares 2,500 are held by  Mr. Alexander’s wife and
      children.





(18)
            Includes
      320,906 shares of common stock owned directly by Mr. Larry W.
      Trapp.(19)
            Includes
      2,000 shares of common stock owned directly by Mike
  Trapp.





(20)
            Includes
      204,075 shares owned directly by Mrs. Melvena
Alexander.(21)
            Includes
      655,271 shares owned directly by Mr. Garrett
  Sullivan.





As
indicated in the table above, our executive officers and directors beneficially
own, in the aggregate, approximately 31.69 percent of our outstanding common
stock, along with additional votes and voting power through issuance of 5,000
shares of the EGPI Series C Preferred Stock as described in Schedule 15(p)
attached to the Plan of Merger listed in our Current Report on Form 8-K, filed
on May 27, 2009, as amended, incorporated herein by reference.  As a
result these stockholders may, as a practical matter, be able to influence all
matters requiring stockholder approval including the election of directors,
merger or consolidation and the sale of all or substantially all of our
assets.  This concentration of ownership may delay, deter or prevent
acts that would result in a change of control, which in turn could reduce the
market price of our common stock.




Other
than as stated herein, there are no arrangements or understandings, known to us,
including any pledge by any person of our securities:




·
            The
      operation of which may at a subsequent date result in a change in control
      of the registrant; or





·
            With
      respect to the election of directors or other
  matters.





(a)
For all Persons in the preceding tables, and corresponding footnotes below: i)
Options, warrants, and preferred stock as or if applicable, are included in
calculations as to each person’s beneficial ownership position, and ii) All
amounts are calculated on a post split one share for two hundred shares (1:200)
reverse stock split, effective on October 8, 2008.








ITEM
      13.CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.




Transactions with Executive Management; Fiscal Year Ended
December 31, 2009, December 31, 2008, and December 31, 2007.




Please
see “EXECUTIVE COMPENSATION” section of this document related to transactions in
addition to those contained in this section including, consideration and other
compensation for the following named executives: Dennis R. Alexander, Chairman,
CEO, and Chief Financial Officer and Director, and Melvena Alexander, Co
Treasurer, Comptroller, and Secretary.




Contracts




The
Company has oral and month to month contracts with various entities (owned by
related parties) to provide accounting, management, and other professional
services. The entities, their owners and their amounts are as follows for the
fiscal year ended December 31, 2009 listed in Table 1 below, and for the fiscal
years ended December 31, 2008, and December 31, 2007 listed in Table 2
below.


Table
1





Paid
            
            
            AccruedEntity
            
            Related Party
            
            2009
            
            
            2009Global
      Media Network USA, Inc. * **
            
            Dennis
      R. Alexander (1)
            
            $
            20,150
            
            
            $
            125,200Melvena
      Alexander, CPA * ***
            
            Melvena
      Alexander (2)
            
            $
            10,000
            
            
            $
            19,400




*Part of
the amounts paid in 2009 for each of the above named Executives were for the
unpaid accrual amounts due from 2008.


** For
2009, the contract amounts paid to Global Media Network USA, Inc. were in the
aggregate $20,150 paid against prior year accruals. No contract amounts were
charged for October 2008 through May 30, 2009. A new contract month to month
subject to adjustment is being charged at the rate of $15,000 per month plus
approved expenses.




*** For
2008, the contract amounts paid to Melvena Alexander CPA were in the aggregate
$$10,000 against prior year accruals. No contract amounts were charged for
October 2008 through May 30, 2009. A new contract month to month subject to
adjustment is being charged at the rate of $4,200 per month which includes rent
for provision of the Scottsdale fatalities provided, plus approved
expenses.





(1)
            Dennis
      R. Alexander, Chairman, CEO, and CFO, and is a shareholder of the
      Company.





(2)
            Melvena
      Alexander, Secretary, Co Treasurer, Secretary and Comptroller, and is a
      shareholder of the Company.





52




2009
Administrative Services Agreement





Relative
to the May 21, 2009 acquisition of M3 Lighting, Inc. the Company approved an
Administrative Services Agreement (ASA), and amended terms thereof, with
Strategic Partners Consulting, LLC (SPC),.Two of the Company’s officers and
directors, and shareholders, David H. Ray, Director and Executive Vice President
and Treasurer of the Company (EGPI) and M3 Lighting, Inic. since May 21, 2009
and Brandon D. Ray Director and Executive Vice President of Finance of the
Company (EGPI) and M3 Lighting, Inic. are also owners and managers of SPC.
Information is listed in Exhibit 10.1 to a Current Report on form 8-K, Amendment
No. 1, filed on June 23, 3009. The ASA initiated on November 4, 2009, in
accordance with its terms thereof, and is being currently billed at the rate of
$20,833.33 per month. The ASA is current as of February 8, 2010, with $50,720
being paid to SPC to date, with a balance payable due in the amount of
approximately $11,799.99 running balance owing on account.





2009 Loans Made By Officers,
Directors, Shareholders





During
2009, the Company’s President and Director and Shareholder, Michael Kocan, made
loans to the Company to assist its new operations for South Atlantic Traffic
Corporation. Total amount of loans made were $90,625.80. Interest due on the
notes is at the rate of 6%. The Company has paid $55,000 on the notes and the
remaining balance is $35,625.80 as of February 8, 2010 and are current at this
date... The notes are due on demand.





Table
2




Paid
            
            AccruedEntity
            
            Related Party
            
            2008
            
            2007
            
            2008
            
            2007Global
      Media Network USA, Inc. * **
            
            Dennis
      R. Alexander (1)
            
            $
            195,250
            
            $
            89,750
            
            $
            50,000
            
            $
            120,250Tirion
      Group, Inc.
            
            Rupert
      C. Johnson (2)
            
            
            -0-
            
            
            7,000
            
            
            43,000
            
            
            43,000Melvena
      Alexander, CPA * ***
            
            Melvena
      Alexander (3)
            
            $
            108,875
            
            $
            59,250
            
            $
            -0-
            
            $
            43,875DLM
      Asset Management, Inc.
            
            Dermot
      McAtamney (4)
            
            
            33,535
            
            
            55,200
            
            
            -0-
            
            
            3,300








*Part of
the amounts paid in 2008 for each of the above named Executives were for the
unpaid accrual amounts due from 2007.




** For
2008, the contract amounts paid to Global Media Network USA, Inc. were in the
aggregate $112,500. An additional $82,750 was paid against prior year
accruals.




*** For
2008, the contract amounts paid to Melvena Alexander CPA were in the aggregate
$65,000. An additional $43,875 was paid against prior year
accruals.





(1)
            Dennis
      R. Alexander, Chairman and CFO, and is a shareholder of the
      Company.





(2)
            Rupert
      C. Johnson, a Director through June 9, 2008, and a Co- shareholder of the
      Company.





(3)
            Melvena
      Alexander, Secretary and Comptroller, and is a shareholder of the
      Company.





(4)
            Dermot
      McAtamney, a Director, Executive Vice President, Co Treasurer through June
      9, 2008, and is a shareholder of the
Company.




Related
Party Transaction(s) Involving Acquisition and Issuances of Shares both
preferred and common to Dennis R. Alexander, c/o the Company’s address at 6564
Smoke Tree Lane, Scottsdale Arizona 85253.





Related Party Transaction(s)
Involving Issuance of Shares both preferred and common, promissory notes, and
convertible debentures as of December 31, 2007, withDutchess Private
Equities Fund, Ltd. (“Dutchess” or ”DPEF”), Douglas Leighton (“Leighton”) and
Michael Novielli (“Novielli”, together with DPEF and Leighton, “Dutchess”) each
with a business address of 50 Commonwealth Avenue, Suite #2, Boston, MA 02116.
 Messrs. Leighton and Novielli are the Directors of DPEF.




Information
required under this section can be found in previously filed
documents:




Note: As
reported by Mr. Alexander, the Company’s Chairman, Principle Executive Officer,
and CFO, please see information contained in Form 13-D filed December 5, 2008,
see Note (1) and in a
Current Report on Form 8-K filed December 3, 2008 see Note (3).




53





Note: As
reported by Dutchess please also see information contained in Form 13-D filed
December 8, 2008, in a Current Report on Form 8-K filed December 3, 2008, see
Note (3) in Current
Reports on Form 8-K filed on March 27, 2007, June 19, 2007, and January 7, 2008,
respectively see Note
(4), and including information prior contained in Form 13-D filed on
January 29, 2008 see Note
(2).





Note
(1)





As of the
date of event which required filing of a statement on Schedule 13D on December
3, 2008, Mr. Alexander paid approximately $2,335.22 to purchase 2,335,215 shares
of common stock, and 100,000 shares of Sub Series C-3 of Series C preferred
stock (convertible into 1,000,000 shares of common stock) of the Company. No
other funds or other consideration were used in making such purchases. Dennis R
Alexander acquired beneficial ownership of the shares of common stock for
investment purposes. As of December 3, 2008, Dennis R. Alexander beneficially
owned 3,472,278 shares of common stock, consisting of 2,472,278 shares of common
stock and Sub Series C-3 of Series C preferred stock convertible into 1,000,000
shares of common stock. Not reflected are 10,000 shares of common restricted
stock under presently exercisable stock options which may be purchased by Mr.
Alexander. Of the common shares 2,500 are held by Mr. Alexander’s wife and
children.  The Company’s securities owned by Mr. Alexander as of December
3, 2008 represented approximately 58.81% of the issued and outstanding shares of
the Company’s common stock.   Except as described herein and as previously
disclosed in EGPI Firecreek’s United States Securities and Exchange Commission
filings, in the sixty days prior to December 3, 2008, the Date of the event
requiring the filing of this Statement, Dennis R. Alexander did not engage in
any transactions involving the Company’s common stock.





Note
(2)





As of the
date of event which required filing of a statement on Schedule 13D on December
3, 2008, Dutchess used approximately $2,100,000 of its working capital to
purchase 903,213,667 shares of common stock of EGPI Firecreek, Inc. and as an
inducement for its past investments. No other funds or other consideration were
used in making such purchases. In addition to the Common Stock described herein,
Dutchess owns a promissory note in the principal face amount of $47,564.78
bearing interest at 12% per annum with the full amount of principal and interest
due on or before May 18, 2008. Dutchess sold beneficial ownership of the shares
of Common Stock to which this Statement relates for investment
purposes.




As of
December 3, 2008, DPEF owned 1,180,854 shares of EGPI Firecreek, Inc., common
stock.  The EGPI Firecreek securities owned by Dutchess as of December
3, 2008 represented approximately 20% of the issued and outstanding shares of
EGPI Firecreek common stock.  As of December 3, 2008, Leighton and
Novielli had shared voting and dispositive power of each of the 1,180,854 shares
of EGPI Firecreek common stock beneficially owned by Dutchess.  Except
as described herein and as previously disclosed in EGPI Firecreek’s United
States Securities and Exchange Commission filings, in the sixty days prior to
December 3, 2008, the Date of the Event requiring the filing of this Statement,
Dutchess did not engage in any transactions involving EGPI Firecreek common
stock.





Note
(3)




Settlement
Agreement





On
October 30, 2008, the Company disclosed on Current Report on Form 8-K that Mr.
Dennis Alexander and Ms. Melvena Alexander (collectively, the “Alexanders”)
resigned from their respective positions with the Company. In light of certain
events surrounding the resignations, the Company and the Alexanders entered into
a Settlement and Release Agreement in order to resolve their disputes (the
“Settlement”). Pursuant to the Settlement, the parties agreed to the following:
(i) that EGPI shall not challenge or delay the repossession through foreclosure
of any collateral by Dutchess; (ii) That upon repossession by Dutchess of
all EGPI assets, the $9,304,962 debt to Dutchess claimed in the Notice of
Default and all obligations of EGPI to Dutchess under the Loan Agreements and
Notice of Default shall be deemed fully satisfied, (iii) the Company issued a
promissory note in favor of Dutchess Private Equities Fund, Ltd. (“Dutchess”) in
the principal face amount of $47,564.78, in consideration of certain rights
described below, bearing interest at the rate of 12% per annum and providing for
monthly interest only payments for a period of six (6) months all due on or
before June 2, 2009; (iv) Dutchess shall sell to Dennis Alexander or nominee for
par value, of $0.001 per share all 100,000 shares of EGPI Preferred stock and
2.335,215 shares of EGPI common stock currently held by Dutchess such that
Dutchess will retain 1,180,854 common shares representing a twenty percent (20%)
equity interest in EGPI; and (v) The Company and Dutchess released one another
from claims of any kind and nature in both law and equity.





In
addition, the Company and Dutchess entered into that certain Oil and Gas
Property Participation and Rights Agreement (“Participation Agreement”) whereby
Dutchess granted EGPI, under certain circumstances a right of first refusal, as
provided in Section VIII of that certain participation agreement between Success
Oil Co. and EGPI and its wholly-owned subsidiary, Firecreek Petroleum, Inc.,
dated January 3, 2007;





On
December 3, 2008, the Company received resignations from each of Douglas
Leighton, Michael Novielli, Theodore Smith, and Douglas D’Agata as members of
the Company’s board of directors, effective immediately. None of the resignation
letters submitted to the Company by these individuals referenced any
disagreement with the Company on any matter relating to the Company’s
operations, policies and practices. Further, on December 3, 2008, Mr. Douglas
D’Agata resigned as the Company’s authorized officer effective
immediately.




54





On
December 3, 2008, Mr. Dennis Alexander was re-appointed to the Board of
Directors of the Company and as the Chief Executive Officer and Chief Financial
Officer. Further, on December 3, 2008, the following individuals were elected to
the following positions:





Larry
      W. Trapp
            
            67
            
            Director,
      Executive Vice President, and Co-TreasurerMike
      Trapp
            
            42
            
            DirectorMelvena
      Alexander
            
            74
            
            Secretary,
      Comptroller, and Co-Treasurer





Note
(4)





On March
27 and December 26 of 2007, the Company issued to Dutchess two convertible
debentures, one with a face value of $140,000 and the other with a face amount
$500,000, to pay an incentive fee to the holder of the equity credit line. The
debentures became convertible at the date of the issuances and mature in March
27, 2012 and December 26, 2014, respectively. The Company claims an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the “Act”) for the private placement of these securities pursuant to Section
4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since,
among other things, the transaction does not involve a public offering and the
Investor is an “accredited investor” and/or qualified institutional buyer, the
Investor has access to information about the Company and its investment, the
Investor will take the securities for investment and not resale, and the Company
is taking appropriate measures to restrict the transfer of the securities. For
terms of the debentures please see information furnished in our Current Reports
and Exhibits thereto on Form 8-K filed on March 29, 2007 and January 7, 2008,
respectively.




On June
11, 2007 the Company issued to Dutchess a debenture in the face amount of
$2,000,000 for acquisitions and working capital. The Debenture bears interest at
12% per annum and matures on June 11, 2014. For terms of the debenture please
see information furnished in our Current Report on Form 8-K, and Exhibits
thereto filed on Jun 11, 2007.




On
December 26, 2007, EGPI Firecreek, Inc. the Company issued to Dutchess a
debenture in the face amount of $2,100,000. The Debenture bears interest at 12%
per annum and matures on December 26, 2014. The Company claims an exemption from
the registration requirements of the Act for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering and the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities. For terms of the debenture please see information
furnished in our Current Report on Form 8-K, and Exhibits thereto filed on
January 7, 2008.





Unsecured,
Demand Note Payable to John R. Taylor, President and Director, for loans made to
Firecreek Petroleum, Inc. Total for the note is $316,483 at December 31, 2004.
The note is current at March 31, 2005, and thereafter reduced to $59,531 at
December 31, 2005. Additional loans were incurred in Q1 2006 totaling $15,162,
and in Q2 2006 totaling $15,934. The additional loans carry 6% interest rates.
Total balance owed including interest at the rate of 6% is $108,027 at December
31, 2006. The note is current at March 31, 2007, 2008, and as of February 5,
2009 has been paid down $51,750. The balance of the note is due on demand. On
May 18, 2009, the Company retired this debt in full with the spinoff of
Firecreek Petroleum, Inc. via an Agreement for the Exchange of Common Stock,
which included all the debt held in the subsidiary. Please see our Current
Report on Form 8-K filed on May 20, 2009, incorporated herein by
reference.




Unsecured,
Demand Note Payable to George B. Faulder IV, former Vice-President and Director,
for loans made to Firecreek Petroleum. Total for the note is $59,389 at December
31, 2005. Additional loans were incurred in Q1 2006 totaling $19,189, and in Q2
2006 $3,862. The additional loans carry 6% interest rates. Total balance owed
including interest at the rate of 6% is $68,084 at December 31, 2006. The note
is current at March 31, 2007, 2008, and 2009. The note is due on demand. On May
18, 2009, the Company retired this debt in full with the spinoff of Firecreek
Petroleum, Inc. via an Agreement for the Exchange of Common Stock, which
included all the debt held in the subsidiary. Please see our Current Report on
Form 8-K filed on May 20, 2009, incorporated herein by reference.




In May
2005, the Company’s wholly-owned subsidiary, Firecreek Petroleum headquartered
at 6777 Camp Bowie Blvd S-215, Ft. Worth, TX 76116, became the lessee of office
space in Fort Worth, Texas. The lease is for 24 months from June 1, 2005 through
May 31, 2007. The offices were closed by Firecreek Petroleum, Inc. approximately
March 31, 2006 and were then moved to the Parent Company offices in Scottsdale
Arizona. On July 9, 2008, the Company and Firecreek Petroleum, having legally
disputed the lease with Hickman Investments, Ltd., entered a Settlement
Agreement with Hickman, effective July 1, 2008, to resolve all disputes relating
to the Lawsuit (the “Settlement”), which concluded the disputed litigation. For
further information please see Current Report on Form 8-K, as amended, filed on
July 10, 2008, incorporated herein by reference.





The Chief
Executive Officer and shareholder of the Company provided corporate office space
through 2007 and 2008 at no charge. There was no further agreement in place to
pay for the premises. Through May 31, 2009 the premises continued to be provided
free of charge. As of June 1, 2009 the Secretary, Comptroller, and shareholder
of the Company charges $1400 per month, contracted quarterly, for approximately
1431 square feet being utilized for our Southwest headquarters located at 6564
Smoke Tree Lane, Scottsdale, Arizona 85253. In the event that our facilities in
Scottsdale should, for any reason, become unavailable, we believe that
alternative facilities are available at competitive rates.




55





As of May
22, 2009 our headquarters for the Company’s Eastern based operations and M3 are
located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, and are
presently being provided on a co sharing basis free of charge by officers and
shareholders of the Company. The approximate 1,000 square foot premises continue
to be provided free of charge as of January 15, 2010. Prior to the acquisition
by the Company, in 2008, the M3 relocated its headquarters to co-locate it with
that of a company related by common ownership and management. Under this
arrangement, the M3 received office space and support in addition to shared
management in exchange for management fees paid to the related company.
Management fees paid to the related company for these services totaled $20,453
during the year ended December 31, 2008. The Company paid a sales commission of
$2,031 to a non-employee stockholder/director during the year ended December 31,
2008. In the event that our facilities in Atlanta should, for any reason, become
unavailable, we believe that alternative facilities are available at reasonable
rates.





Our
wholly owned subsidiary operations for the SATCO headquarters are located at
2295 Towne Lake Pkwy. Suite 116 PMB 305Woodstock, GA 30189, with additional
satellite offices in offices in Cocoa, FL / Englewood, FL / Woodstock, GA /
Charlotte, NC. and Fayetteville N.C. The Company has non-cancelable operating
leases, primarily for office space and certain office equipment. The operating
leases generally contain renewal options for periods ranging from three months
to two years and require the Company to pay all executory costs such as
maintenance and insurance. Rental expense for operating leases was approximately
$65,840 and $59,478 for the years ended December 31, 2008 and 2007,
respectively.





Future
minimum lease payments under non-cancelable operating leases as of December 31,
2008 are as follows:





Year
      Ended December 31,
            
            Amount2009
            
            $
            68,7282010
            
            
            19,5042011
            
            
            2,0732012
            
            
            488Thereafter
            
            
            -$
            90,793




ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




The Audit
Committee has adopted a policy regarding the retention of the independent
auditors that requires pre-approval of all services by the Audit Committee or
the Chairman of the Audit Committee. When services are pre-approved by the
Chairman of the Audit Committee, notice of such approvals is given
simultaneously to the other members of the Audit Committee or board of directors
if Audit Committee is represented by only one member.




The Audit
Committee has reviewed and discussed the fees paid to Donahue Associates for the
reports covering fiscal 2008 and 2007 for audit, audit-related, tax and other
services and the fees paid to M&K CPAS, PLLC related to fiscal
2009.




The Audit
Committee has reviewed and discussed the audited financial statements with the
Company’s management; and discussed with Donahue Associates, L.L.C. succeeded by
M&K CPA’S LLC independent auditors for the Company, the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended.




The
aggregate fees billed for the fiscal year ended December 31, 2008 for
professional services rendered by Donahue Associates, L.L.C. for the audit of
the Company’s financial statements were $11,000 paid for in fiscal 2009. The
fees billed to us by M&K CPAS, PLLC for services rendered related to the
year ended December 31, 2009 were $40,000.





The fees
for the fiscal year ended December 31, 2007 were $22,500 paid for in fiscal
2008. For quarterly review of interim financial statements filed on Form 10-QSB
for fiscal 2008 and 2007, $6,000 and, $6,500 respectively, were
paid.




Audit-Related
Fees




Donahue
Associates, L.L.C. and M&K CPAS, PLLC did not bill us for any assurance or
related services that were unrelated to the performance of the audit of the
financial statements for the years ended 2009 and 2008.




Tax
Fees




Since
November 2009 M&K CPA’s PLLC has not provided any professional services for
tax compliance, tax advice, and tax planning. Since December 22, 2003 Donahue
Associates has not provided any professional services for tax compliance, tax
advice and tax planning with the exception of consolidated tax returns for 2009
and 2008which were $450 and $450, respectively.




Other
Fees




No other
fees were paid to M&K CPA’s PLLC or Donahue Associates, L.L.C.




56





PART
IV




ITEM
15. Exhibits, Financial Statement Schedules





ExhibitNo.
            
            Description2.1
            
            Agreement
      for the Exchange of Common Stock, dated December 12, 2003 (relating to the
      acquisition of International Group Holdings, Inc.) (filed as Exhibit 2.1
      to the Current Report on Form 8-K dated December 1, 2003, filed December
      15, 2003 and incorporated herein by reference).2.2
            
            Agreement
      for the Exchange of Common Stock, dated June 29, 2004 (relating to
      acquisition of Firecreek Petroleum, Inc.) (filed as Exhibit 2.1 to Current
      Report on form 8-K dated June 24, 2004, filed July 15, 2004 and
      incorporated herein by reference).2.3
            
            Plan
      and Agreement of Triangular Merger Between the Company, Asian Ventures
      Corp., M3 Lighting, Inc., and Strategic Partners Consulting, LLC, dated
      May 21, 2009 (filed on Exhibit 2.1 with the Current Report on Form 8-K, as
      amended, filed on May 27, 2009, June 24, 2009 Amendment #1, and August 4,
      2009 Amendment #2, respectively, incorporated herein by
      reference).




3.1
            
            Articles
      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
            
            Correction
      of Articles of Amendment to Articles of Incorporation of EGPI Firecreek
      Inc., filed with the Nevada Secretary of State on May 12, 2005 (filed as
      Exhibit 3.3 to a Quarterly Report on Form 10-QSB, filed on May 17, 2005,
      incorporated herein by reference).3.3
            
            Amended
      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).3.4
            
            Articles
      of Amendment to Articles of Incorporation of EGPI Firecreek, Inc. (filed
      as Exhibit 3.1 to Current Report on Form 8-K filed on December 18, 2006
      and incorporated herein by reference).4.1
            
            Certificate
      of Designation with respect to Series C Preferred Stock, dated May 20,
      2009 (filed as exhibit 4.1 to Current Report on Form 8-K dated May 27,
      2009, and incorporated herein by reference).5.1
            
            Consent
      of Gersten, Savage, LLP (filed as Exhibit 5.1 to Registration Statement on
      Form SB-2/A filed on September 2, 2005 and incorporated herein by
      reference).10.1
            
            Securities
      Purchase Agreement dated May 18, 2005, between the Company and Tirion
      Group, Inc. (filed as an Exhibit to Current Report on Form 8-K dated May
      26, 2005 and incorporated herein by reference).10.2
            
            Registration
      Rights Agreement dated May 18, 2005, between the Company and Tirion Group,
      Inc. (filed as an Exhibit to Current Report on Form 8-K dated May 26, 2005
      and incorporated by reference).10.3
            
            Intellectual
      Property Security Agreement dated May 2, 2005, by and between the Company
      and AJW Partners and its affiliates (filed as an Exhibit on Form 10-QSB
      for the quarter ended March 31, 2005 and incorporated herein by
      reference).10.4
            
            Guaranty
      and Pledge Agreement dated May 2, 2005, between the Company, Greg Fryett,
      CEO of the Company, and AJW Partners and its affiliates (filed as an
      Exhibit to Form 10-QSB for the quarter ended March 31, 2005 and
      incorporated herein by reference).10.5
            
            Security
      Agreement dated May 2, 2005, between the Company and AJW Partners and its
      affiliates (filed as an Exhibit to Form 10-QSB for the quarter ended March
      31, 2005 and incorporated herein by reference).10.6
            
            Form
      of Callable Secured Convertible Note to AJW Partners LLC, dated May 2,
      2005 (filed as an Exhibit to Form 10-QSB for the quarter ended March 31,
      2005 and incorporated herein by reference).10.7
            
            Form
      of Callable Secured Convertible Note to AJW Offshore Limited, dated May 2,
      2005 (filed as an Exhibit to Form 10-QSB for the quarter ended March 31,
      2005 and incorporated herein by reference).10.8
            
            Form
      of Callable Secured Convertible Note to AJW Qualified Partners, LLC, dated
      May 2, 2005 (filed as an Exhibit to Form 10-QSB for quarter ended March
      31, 2005 and incorporated herein by
reference).




57




10.9
            
            Form
      of Callable Secured Convertible Note to New Millenium Capital Partners II,
      LLC, dated May 2, 2005, (filed as an Exhibit to Form 10-QSB for quarter
      ended March 31, 2005 and incorporated herein by
  reference).10.10
            
            Final
      Voting Agreement of EGPI Firecreek (filed as exhibit 99.3 to Current
      Report on Form 8-K dated April 5, 2005, filed April 7, 2005 and
      incorporated herein by reference).10.11
            
            Form
      of Stock Purchase Warrant issued to AJW Partners LLC, effective May 2,
      2005, Form 10-QSB for the quarter ended March 31, 2005 and incorporated
      herein by reference).10.12
            
            Form
      of Stock Purchase Warrant issued to AJW Offshore Limited, effective May 2,
      2005, Form 10-QSB for the quarter ended March 31, 2005 and incorporated
      herein by reference).10.13
            
            Form
      of Stock Purchase Warrant issued to AJW Qualified Partners, LLC, effective
      May 2, 2005, Form 10-QSB for the quarter ended March 31, 2005 and
      incorporated herein by reference).10.14
            
            Form
      of Stock Purchase Warrant to New Millenium Capital Partners II, LLC,
      effective May 2, 2005, Form 10-QSB for the quarter ended March 31, 2005
      and incorporated herein by
reference).




10.15
            
            Fee
      Protector Agreement dated June 14, 2005, by and between the Company and
      DLM Asset Management, Inc. (filed as an Exhibit to the Current Report on
      Form 8-K/A dated June 20, 2005 and incorporated herein by
      reference).10.16
            
            Repurchase
      Agreement dated May 31, 2005, by and between the Company and AJW Partners
      (filed as an Exhibit to the Current Report on Form 8-K/A dated June 2,
      2005 and incorporated herein by reference).10.17
            
            Callable
      Secured Convertible Note, dated May 18, 2005 issued to Tirion Group (filed
      as an Exhibit to Current Report on Form 8-K dated May 26, 2005 and
      incorporated herein by reference).10.18
            
            Stock
      Purchase Warrant, dated May 18, 2005 issued to Tirion Group (filed as an
      Exhibit to Current Report on Form 8-K dated May 26, 2005 and incorporated
      herein by reference).10.19
            
            Standard
      Office Lease between the Company and Camp Bowie Centre (filed as an
      Exhibit to Current Report on Form 8-K dated May 26, 2005 and incorporated
      herein by reference).10.20
            
            Securities
      Purchase Agreement, dated May 2, 2005, between the Company and AJW
      Partners and its affiliates (filed as an Exhibit to Form 10-QSB for the
      quarter ended March 31, 2005 and incorporated herein by
      reference).10.21
            
            Registration
      Rights Agreement, dated May 2, 2005, between the Company and AJW Partners
      and Affiliates (filed as an Exhibit to Form 10-QSB for the quarter ended
      March 31, 2005 and incorporated herein by reference).10.22
            
            Investment
      Agreement, dated as of June 28, 2005, by and between the Company and
      Dutchess Private Equities Fund, II, LP (filed as Exhibit 10.22 to
      Registration Statement on Form SB-2/A filed on September 2, 2005 and
      incorporated herein by reference).10.23
            
            Registration
      Rights Agreement, dated as of June 28, 2005, by and between the Company
      and Dutchess Private Equities Fund, II, L.P. (filed as Exhibit 10.23 to
      Registration Statement on Form SB-2/A filed on September 2, 2005 and
      incorporated herein by reference).10.24
            
            Placement
      Agent Agreement dated June 28, 2005, by and between the Company, U.S. Euro
      Securities and Dutchess Equities Fund II L.P. (filed as Exhibit 10.24 to
      Registration Statement on Form SB-2/A filed on September 2, 2005 and
      incorporated herein by reference).10.25
            
            Extension
      and Amendment of Corporate Advisory Agreement between the Company and
      Steven Antebi; dated June 13, 2005 (Replaces incorrect exhibit previously
      filed.) (filed as Exhibit 10.25 to Registration Statement on Form SB-2/A
      filed on September 2, 2005 and incorporated herein by
      reference).10.26
            
            Amendment
      to Investment Agreement, dated August 23, 2005 by and between the Company
      and Dutchess Private Equities Fund, II, LP (filed as Exhibit 10.26 to
      Registration Statement on Form SB-2/A filed on September 2, 2005 and
      incorporated herein by reference).




58




10.27
            
            Amendment
      to Registration Rights Agreement, dated as of August 23, 2005, by and
      between the Company and Dutchess Private Equities Fund, II, L.P. (filed as
      Exhibit 10.27 to Registration Statement on Form SB-2/A filed on September
      2, 2005 and incorporated herein by reference).10.28
            
            Extension
      and Amendment of Certain Provisions of Corporate Advisory Agreement
      between the Company and Steven Antebi, dated January 30, 2006 (filed as
      Exhibit 10.1 to Current Report on Form 8-K filed February 3, 2006 and
      incorporated herein by reference).10.29
            
            Warrant
      Certificate containing revised terms of previously issued warrant issued
      to Steven Antebi, dated July 12, 2005 (filed as Exhibit 10.4 to Current
      Report on Form 8-K filed on February 3, 2006 and incorporated herein by
      reference).10.30
            
            Business
      Relationship Letter Agreement between the Company, Firecreek, and The
      Sahara Group (filed on Exhibit 10.30 with the Report on Form 10-KSB filed
      on April 14, 2006 and incorporated herein by
  reference).




10.31
            
            Annual
      Report on Form 10-KSB, filed on April 12, 2005, and incorporated herein by
      reference.10.32
            
            Oil
      and Gas Participation and Rights Agreement (the “Participation Agreement”)
      between the Company and Dutchess Private Equities Fund, Ltd. dated
      December 3, 2008 (filed on Exhibit 10.32 with the Report on Form 10-K
      filed on April 14, 2009 and incorporated herein by
    reference).10.33
            
            Advisory
      Services Agreement between EGPI Firecreek, Inc. and Joseph M. Vasquez
      dated February 1, 2009 (filed on Exhibit 10.33 with the Report on Form
      10-K filed on April 14, 2009 and incorporated herein by
      reference).10.34
            
            Promissory
      Note Agreement between EGPI Firecreek, Inc. and Dutchess Private Equities
      Fund, Ltd., (filed on Exhibit 10.34 with the Report on Form 10-K filed on
      April 14, 2009 and incorporated herein by reference).10.35
            
            Current
      Report on Form 8-K, filed on December 3, 2008, incorporated herein by
      reference10.36
            
            Sale
      / Assignment of 100% of Firecreek Petroleum, Inc. subsidiary dated May 18,
      2009 (filed as Exhibit 10.1through 10.5 to a Current Report on Form 8-K,
      filed on May 20, 2009, and incorporated herein by
    reference).10.37
            
            Modification
      and extension of Promissory Note Agreement between EGPI Firecreek, Inc.
      and Dutchess Private Equities Fund, Ltd., (filed in a Current Report on
      Form 8-K, filed on June 18, 2009, and incorporated herein by
      reference).10.38
            
            Promissory
      Note Agreement between the EGPI Firecreek, Inc. and Thomas J. Richards,
      (filed as Exhibit 10.1 to a Current Report on Form 8-K, filed on June 18,
      2009, incorporated herein by reference).10.39
            
            Fee
      Agreement dated July 2, 2009, by and between the Company and Joseph
      Gourlay and Stewart Siller, (filed as Exhibit 10.1 to a Current Report on
      Form 8-K, filed on July 31, 2009, incorporated herein by
      reference).10.40
            
            Modification
      and Extension  of Promissory Note Agreement between EGPI
      Firecreek, Inc. and Thomas J. Richards (filed as information in a Current
      Report on Form 8-K, filed on September 21, 2009, incorporated herein by
      reference).10.41
            
            Stock
      purchase agreement Effective as of November 4, 2009, (relating to the
      acquisition of South Atlantic Traffic Corporation) (filed as Exhibits 10.1
      through 10.8 to a Current Report on Form 8-K, as amended, filed on
      November 12, 2009, and January 22, 2010 Amendment #1, respectively,
      incorporated herein by reference).10.42
            
            Factor
      Agreement for accounts receivable based credit facility financing dated
      November 3, 2009 (factor lender Creative Capital Associates, Inc. in
      conjunction with Benefactor Funding Corp. relating to the acquisition of
      South Atlantic Traffic Corporation) (filed as Exhibit 10.9 to a Current
      Report on Form 8-K, as amended, filed on November 12, 2009, incorporated
      herein by reference).10.43
            
            Pending
      Agreement dated December 18, 2009 (relating to the acquisition of all of
      the issued and outstanding membership interests of Sierra Pipeline, LLC)
      (filed as Exhibit 10.1 to a Current Report on Form 8-K, as amended, filed
      on December 29, 2009, incorporated herein by
reference).10.44
            
            Corporate
      Advisory Agreement between the Company and Steven Antebi or nominee dated
      December 9, 2009 and effective December 18, 2009 (filed as Exhibit 10.9 to
      a Current Report on Form 8-K Amendment #1, filed on January 6, 2010, and
      incorporated herein by reference).




59




10.45
            
            Acquisition
      of 50% Working Interests between the Company and Whitt Oil and Gas, Inc.
      dated December 22, 2009, and effective on December 31, 2009 (filed as
      Exhibits 10.2 through 10.8 to a Current Report on Form 8-K, filed on
      December 29, 2009, as amended, and as Exhibit 10.10 to a Current Report on
      Form 8-K Amendment #1, filed on January 6, 2010, incorporated herein by
      reference).10.46
            
            Pending
      Agreement dated January 15, 2010 (relating to the acquisition of all of
      the issued and outstanding capital stock of Southwest Signal, Inc.) (filed
      as Exhibit 10.1 to a Current Report on Form 8-K, filed on January
      22,  2010, as amended, and February 8, 2010 Amendment #1,
      respectively, incorporated herein by reference).10.47
            
            Agreement
      for financing dated January 15, 2010 (financing with St. George
      Investments, LLC and relating to the acquisition of Southwest Signal,
      Inc.) (filed as Exhibits 10.2 through 10.9 to a Current Report on Form
      8-K, filed on January 22,  2010, as amended, and as Exhibit
      10.10 February 8, 2010 Amendment #1, respectively, incorporated herein by
      reference).10.48
            
            Stock
      Purchase Agreement, dated March 3, 2010 (relating to the acquisition of
      Redquartz Ltd) (filed on Exhibits 10.1 through 10.3 to a Current Report on
      Form 8-K dated March 11, 2010, and incorporated herein by
      reference).14
            
            Code
      of Ethics filed on Exhibit 14 with the Report on Form 10-KSB filed on
      April 27, 2004, and incorporated herein by reference.21
            
            Updated
      List of Subsidiaries filed herewith as an Exhibit to this
      report.31.1
            
            Certification
      Pursuant to Section 30232.1
            
            Certification
      Pursuant to Section 90699.1
            
            Annual
      Report on Form 10-KSB/A, Amendment No. 3, for the fiscal year ended
      December 31, 2006, filed on April 11, 2008, and incorporated herein by
      reference.99.2
            
            Annual
      Report on Form 10-KSB/A, Amendment No. 1, for the fiscal year ended
      December 31, 2007, filed on July 24, 2008, and incorporated herein by
      reference.99.3
            
            Annual
      Report on Form 10-KSB/A, Amendment No. 4, for the fiscal year ended
      December 31, 2008, filed on March 23, 2010, incorporated herein by
      reference.


PART F/S
FINANCIAL STATEMENTS





The
financial statements of the Company as required by Item 310 of Regulation S-B
are included in Part II, Item 8 of this report.




60




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on April 14, 2010
on its behalf by the undersigned, thereunto duly authorized.





EGPI
      FIRECREEK, INC.(Registrant)By:
            /s/
      Dennis R. AlexanderDennis
      R. AlexanderChairman,
      CEO, CFO, and Director




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





Signature
            
            Title
            
            Date/S/
      Dennis R Alexander
            
            Chief
      Executive Officer and Chairman of
            
            April
      15, 2010Dennis
      R Alexander
            
            the
      Board of Directors, CFO/S/
      Michael Kocan
            
            Director
      and President
            
            April
      15, 2010Michael
      Kocan
            
            And
      Chief Operating Officer/s/
      Robert S. Miller Jr.
            
            Director
      and
            
            April
      15, 2010Executive
      Vice President,s/s
      David H. Ray Jr.
            
            Director
      and Executive Vice President
            
            April
      15, 2010David
      H. Ray Jr.
            
            And
    Treasurer/s/
      Brandon D. Ray Jr.
            
            Director
      and
            
            April
      15, 2010Brandon
      D. Ray Jr.
            
            Executive Vice President of
      Finances/s
      Larry W. Trapp
            
            Director
      and
            
            April
      15, 2010Larry
      W. Trapp
            
            Executive Vice
      President/s/
      Michael Trapp
            
            Director
            
            April
      15, 2010Michael
      Trapp/s/
      Garrett Sullivan
            
            Director
            
            April
      15, 2010Garrett
      Sullivans/s
      Michael D. Brown
            
            Director
            
            April
      15, 2010Michael
      D. Brown




61