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, 2010
 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 $785,387.
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
 As of April 23, 2011, the registrant had 955,914,146 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 14,286 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, 2010
 INDEX
 
 PART IItem 1.
Description of Business

3Item 1A.
Risk Factors

14Item 1B.
Unresolved Staff Comments

20Item 2.
Description of Property

20Item 3.
Legal Proceedings

26Item 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

45Item 7.
Management’s Discussion and Analysis or Plan of Operation

45Item 8.
Financial Statements and Supplementary Data

F-1-27Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

52Item 9AT.
Controls and Procedures

53Item 9B.
Other Information

54PART IIIItem 10.
Directors, Executive Officers, Corporate Governance

55Item 11.
Executive Compensation

57Item 12.
Security Ownership of Certain Beneficial Owners and Management

59Item 13.
Certain Relationships And Related Transactions, And Director Independence

62Item 14.
Principal Accountant Fees and Services

65PART IVItem 15.
Exhibits, Financial Statement Schedules

66SIGNATURES

72
 
 2
 
 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, 2008 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.
 
 3
 
 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.
 
 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. Redquartz LTD spun off its operations prior to the acquisition and was a development stage company at the time of the acquisition.
 
 On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc., a Texas corporation. Chanwest Resources, Inc. was formed in 2009 and has been engaged in ramping up operations including acquiring assets related to the servicing and construction, and activities related to the acquisition production and development for oil and gas.
 
 On July 22, 2010 EGPI Firecreek, Inc. the Company executed a Stock Purchase Agreement with E-Views Safety Systems, Inc. Initially the Company has a “Dealer Agreement” with rights to acquire up to 51% of E-Views. Founded in 1998, E-Views is both an innovator and provider of patented advanced wireless "smart infrastructure" technologies that incorporate intelligent traffic, transit, and light rail systems with messaging and communications that enable municipalities worldwide to provide first responder prioritization, traffic congestion mitigation, emergency evacuation coordination, multi-agency communications interoperability, nuclear/biological/chemical detection and data reporting. As of December 31, 2010, the Company has not yet closed the transaction and continues to keep the potential agreement verbally extended indefinitely until closed or terminated by the E-Views Safety Systems, Inc. The Company and the sellers of E-Views Safety Systems, Inc. have verbally agreed to continue in good faith but to notify one another if the intent is to withdraw or terminate the transaction.
 
 On October 1, 2010 the Company entered into a Definitive Securities Purchase/Exchange Agreement with Terra Telecom, LLC. Terra is considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. Terra focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, video and associated applications.  On March 14, 2011, the company sold Terra Telecom, LLC.
 
 On October 18, 2010, the Company increased its authorized common stock, par value $0.001 per share, to 3,000,000,000 from 1,300,000,000 and maintains 60,000,000 par value $0.001 per share of its authorized preferred stock.
 
 On November 9, 2010, the Company affected a 1 share for 50 shares reverse split of its common stock split whereby, as of the Record Date, for every fifty shares of common stock then owned, each shareholder received one share of common stock. All amounts have been retroactively adjusted for all periods presented.
 
 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 and other potential targets based in the telecommunications and general construction industries. The acquisition strategy focused on vertical business integration. 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 also 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 continuing in 2010, the Company began pursuing a reentry to the oil and gas industry on a domestic basis as part of our strategic plans. On December 31, 2009, through our wholly-owned subsidiary, Energy Producers, Inc., we acquired interests in certain oil and gas leases, reserves and equipment located in West Central Texas for rehabilitation and development. Later on June 11, 2010 we acquired all of the capital stock of Chanwest Resources, Inc., a Texas Corporation, which is engaged in ramping up operations including acquiring assets related to the oil and gas servicing business.
 
 4
 
 Throughout 2010 we continued to develop both of our two line segments of operations. In addressing the ITS/DOT segment which would also include Telecommunication industry and other General Construction, we entered into several business opportunities that ultimately were not able to reach their full potentials or one or more cases to be fully consummated. We first entered into an Agreement on January 15, 2010, 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 Transportation System / Department of Transportation Industry. This transaction did not consummate as our financial relationships failed to complete on proposed financing. Lack of available financing, and withdrawal of the factoring company in place for SATCO or the absence of a synergistic relationship as planned with Southwest Signal, Inc. to develop financing from cash flow growth began effecting its sales ability to effectuate or complete on orders. On March 3, 2010, the Company did succeed in completing 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, and known internationally. We believed the transaction and relationship would facilitate expanding our business relationships for the products sold by SATCO and other activities eventually planned relative to Intelligent Traffic Systems (ITS) and the transportation industry as well as our other segment of operations. In our continued efforts to attract new financing to the Company in behalf of its strategic plan, on July 22, 2010 we entered into a Definitive Stock Purchase Agreement with E-Views Safety Systems, Inc. The Agreement provided us with a “Dealer Agreement” with further rights to acquire up to 51% of E-Views. Founded in 1998, E-Views is a leading edge innovator and provider of patented advanced wireless "smart infrastructure" technologies that incorporate intelligent traffic, transit, and light rail systems with messaging and communications. We believe there are ongoing potentials with our business relationship with E-views. We have not acquired a percentage of E-views to date.
 
 In October 2010, the Company executed a Securities Purchase / Exchange Agreement to acquire 100% of Terra Telecom, LLC, an Oklahoma limited liability company. Terra Telecom was considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. It was also considered a good opportunity for the Company due the potential for sales growth and associated cash flow anticipated. They served various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. The business acquisition was unable to be consolidated with the Company, nor was factoring and bridge financing proposed by lenders to be consummated able to be completed satisfactorily to all interested parties, and to the benefit of potential and thus future cash flow finance ability internally would for the moment, be an unobtainable option. Thus the Company’s interests for both Terra and SATCO. have been sold as of March 14, 2011 (see further information listed under “Recent Developments”, “the Business”, Management Discussion and Analysis, and elsewhere in this report).
 
 As of March 14, 2011 and for Fiscal 2011, the Company has been now concentrating on continuing building of its oil and gas division, and presently considering restoring additional infrastructure for its ITS/DOT, Telecommunication and General Construction area of its business through new targets and prospects to maintain its business strategy for 2011.
 
 For further information related to our history please see information in our Form 10K and Form 10KSB Reports, as amended, filed on April 15, 2010, March 23, 2010, and July 24, 2008, respectively, along with filings on Form 10-Q and Form 8-K, as amended.
 
 RECENT DEVELOPMENTS
 
 On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of South Atlantic Traffic Corporation (“Satco”), a wholly-owned subsidiary which provides a variety of products geared primarily towards the transportation industry, to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of Oklahoma Telecom Holdings, Inc. (“OTH”), an Oklahoma corporation, formerly known as Terra Telecom, LLC., an Oklahoma limited liability company, to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of Terra Telecom, Inc. (“TTI”), to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 5
 
 On March 1, 2011, the Company entered into a Series D Stock Purchase Agreement (“SPA”) with Dutchess Private Equities Fund, Ltd. (“Investors”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, (“GZI”) agreed to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. (“EPI”), a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment. For further information please see our Current Report on Form 8-K filed on March 7, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 On February 4, 2011, the Company entered into an Agreement to acquire all 100% of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006, and the owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM Partnership, a Missouri Partnership, The Frederic Sussman Living Trust. Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy technology. For further information please see our Current Report on Form 8-K filed on February 10, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.  The company has closed on this acquisition as of the date of this filing.
 
 The Company has been making presentations to asset-based lenders and other financial institutions for the purpose of (i) building new infrastructure for its oil and gas operations in 2011. The Company throughout its first quarter of operations for 2011 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, and ii) we are again considering expanding and supporting our growth potential by development of its line of operations related to our recent acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies and or acquisition potentials having a presence in the telecommunications and general construction industries.
 
 The Company’s goal is to build 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 and throughout fiscal 2010 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, and servicing related business activities for oil and gas 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, and building infrastructure for Telecommunication Industry for deployment of  communications systems, sales, service, and training . As of fiscal 2011 the Company has recently sold two of its business segments one of which was geared to Department of Transportation (DOT) application including Lighting Systems (ITS) inventory and systems sales to DOT, and the other was in behalf of our recent pursuits related to the Telecommunication Industry.
 
 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. (“Energy Producers” or “EPI”) 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.
 
 Purchase and Work Program Costs Associated With Our Acquired Interests in the Texas, Three Well Program
 
 Pursuant to the Assignment, the Company’s wholly owned subsidiary Energy Producers, Inc. 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 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 Energy Producers non operated interests and commenced with work 2010 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 Energy Producers.  Operations upon the transfer effective date will be handled by an Operating Agreement between Energy Producers and Whitt.
 
 6
 
 The 2009 and 2010 rehabilitation and enhancement programs included 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.
 
 Our turnkey manager, partner, and project operator encountered an abundance of weather related and non reported down hole maintenance issues in its attempts in 2010 to bring one or more wells on line. For 2011 both the operator and Company are in agreement and are currently moving forward for the recompletion of the McWhorter and Boyette proven zones in their respective wells. Additionally, plans are to have the Young #1 well, which adjoins the McWhorter, convert into a salt water disposal well to support the McWhorter production operations and economics. We are planning in-depth technical evaluations to be conducted on the two undeveloped Barnett Shale locations situated on the Boyette lease at the 5,500 ft. depth.  Recent successes in the local Barnett wells have encouraged both management and its operator, to advance the timing on the Barnett evaluation.
 
 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.
 
 Acquisition of 75% Working Interests, J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas
 
 On March 1, 2011, we entered into a Series D Stock Purchase Agreement (“SPA”) with Dutchess Private Equities Fund, Ltd. (“Investors”) whereby contemporaneously with the execution and delivery of the Agreement(s) and Exhibits, the parties hereto are executing and delivering an Assignment and Bill of Sale (the “Assignment and Bill of Sale Agreement”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, (“GZI”) agrees to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. (“Energy Producers” or “EPI”) all assets of GZI as described in the preliminary Assignment and Bill of Sale and summarily as follows: Under the terms of the agreement, which shall be effective March 1, 2011, the Company’s wholly owned subsidiary Energy Producers, Inc. will acquire a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to 8500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas). Included in the transaction, Energy Producers will also acquire 75% Working Interest and 56.25% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft.  The company has closed on this acquisition as of the date of this filing.
 
 Purchase Costs Associated With Our Acquired Interests in the Texas, J.B. Tubb Leasehold Estate
 
 Per our entry into the SPA with Dutchess, we agreed to authorize and issue and sell 2,500 shares of a new, to be authorized, Series D preferred stock to Investors for one thousand dollars ($1,000) per share, or a total in the aggregate value of two million five hundred thousand ($2,500,000) dollars. Pursuant to the SPA each share of Series D Preferred Stock shall be convertible, at the sole option of the Investor or holder thereof, into share(s) of the Corporation’s Common Stock (“Conversion Shares”). The Conversion Formula at the time of any noticed and converted shall mean that the number of Conversion Shares (common stock) to be received by the holder of Series D Preferred Stock in exchange for each share of Series D Preferred Stock that such holder intends to convert pursuant to this provision, where such number of Conversion Shares shall be equal to the greater of the number calculated by dividing the Purchase Commitment per share ($1000) by i) .003 per share, ii) one hundred and ten percent (110%) of the lowest VWAP for the three (3) days immediately preceding a Conversion Date. The Company has agreed to keep a sufficient number of its common shares on hand for future conversions as listed in Section 1 of the SPA.
 
 7
 
 Various Terms and Rights Under The Proposed Operating Agreement For J.B. Tubb (J.B. Tubb) Leasehold Estate
 
 Under the Proposed Operating Agreement, Success Oil Co., Inc. (“Success”) is the operator of the J.B. Tubb for the EPI working interests. The Operating Agreement provides for the duties and obligations of the operator and the obligations of EPI as the non-operator with respect to various lease operating and workover expenses. The Operating Agreement provides that unless changed by other provisions therein, costs and liabilities incurred in operations are borne and paid equally by the parties, and equipment and materials acquired in operations are owned, according to their interests identified as 75% for EPI. The Operating Agreement calls for Success to operate the J.B. Tubb, equipment, wells and reserve interests for Energy Producers through Energy Producers on a month-to-month accounting basis. Success is experienced in the area with staff available for oversight and monitoring of the Energy Producers interests. Success utilizes a pumper operator located in and familiar with that area. Success administrates monthly activities including the Energy Producers oil production income, issuing monthly management reports, lease operating and interest owner expense and income payments, and compiling same for delivery to our accounting offices.
 
 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.
 
 Sales and Marketability
 
 Oil and Gas Working Interests, Three Well Program, Callahan, Stephens, and Shakelford Counties, West Central Texas, and Working Interests in J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, 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. and Success Oil Co., Inc. are both privately owned exploration and production companies.  We do not believe the loss of any single operator would have a material adverse effect on our wholly owned subsidiary Energy Producers, Inc. as a whole.
 
 Historically the marketability of our 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 operations are conducted subject to the transportation cost. For example, the crude oil produced by the Company’s then subsidiary via certain of its oil and gas interests which were disposed of on December 2, 2008 which had previously been transported by truck.  During 2011 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 we have previously pursued or expect 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, if any, will be placed on line in a timely manner after the well is drilled and completed.
 
 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.
 
 Acquisition of 100% of Chanwest Resources, Inc.
 
 On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc, (“Chanwest or CWR”) a Texas corporation. In the course of this acquisition, Chanwest stockholders exchanged all outstanding common shares for the Company’s common shares. For further information please see our Current Report on Form 8-K filed on June 16, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.  The company has closed on this acquisition as of the date of this filing.
 
 Purchase costs for the Acquisition of Chanwest Resources, Inc.
 
 The acquisition was accomplished via a Stock Purchase Agreement effective on June 1, 2010, and the Company subsequently issued 400,000 shares (post split calculation) of its restricted common stock valued at USD $95,000, in exchange for 100% of the issued and outstanding shares of common stock, with a no par value designation per share, of CWR. All assets and liabilities, including Shareholder Notes Payable, of the CWR are included with the subsidiary unit in the initial amount of $252,161. Chanwest Resources, Inc. was essentially inactive in the first and second quarter of 2010 having a minor amount of income and expense that would substantially affect the consolidated financial statements of the Company.
 
 8
 
 Business of Chanwest Resources, Inc.
 
 Chanwest Resources, Inc. was formed in 2009. Since its formation through the present, CWR through its principles have ramped up operations acquiring assets related to the servicing, construction, production and development for oil and gas. Chanwest has formed strategic alliances and brought key management with over 40 years experience in all facets of the oil and gas industry. Plans for three phases of operations and expansion are underway. Chanwests’ first phase of operations through one or more of its segments include Construction and Trucking, with a complement of assets which will be deployed providing related services used for hauling equipment, delivery and spreading of rock, iron ore, dirt and gravel, used in lease roads, firewall’s, tank pads, and drill sites. Chanwest will provide services for drill site preparation to clear and lay pipeline (gathering systems) for operators. Chanwest operations can provide for services to maintain lease roads, set power poles and clean up oilfield spills. Chanwest works with operators or lease owners by purchase order or contract with major oil fields. Additional services of Chanwest include marketing for its workover rig having pulling capacity for wells to 6000’ feet depth. It will be used with a crew on our own leases in our second phase of operations planned, along with our current status of workover rig for hire to operators.
 
 Chanwest estimates that upon an additional $200,000 in financing that it will be able to generate approximately 2 million in gross revenues from operations over the next year.
 
 For its third phase of operations the Company’s newest wholly owned subsidiary Chanwest will work alongside Energy Producers unit operations to evaluate potential for acquisitions and development strategies for the production of oil and gas operations, initially working towards acquiring strategic rehabilitation targets in and around Abilene and other areas in Texas.
 
 Acquisition of 100% of Arctic Solar Engineering, LLC
 
 On February 4, 2011, the Company entered into an Agreement to acquire all 100%  of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006 (the “Company”), and the owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM Partnership, a Missouri Partnership, The Frederic Sussman Living Trust. Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy technology. For further information please see our Current Report on Form 8-K filed on February 10, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 Purchase Costs for the Acquisition of Arctic Solar Engineering, LLC
 
 The acquisition was effected via a stock for stock exchange and purchase agreement between Arctic Solar Engineering, LLC, FATM Partnership, and Fredrick Sussman Living Trust, (the “Sellers”) and EGPI Firecreek, Inc. (the “Purchaser”).  The Sellers exchanged 100 % of their ownership interests in the three (3) selling entities for 6,000,000 shares of our restricted common stock.  In addition, the Purchase Agreement  contains   an “Earn-out Provision “  which requires cash and/or stock payments based on financial performance over a period of 36 months. In each twelve (12) month period, the Sellers are entitled to 50% of the Company’s audited net income after taxes; payable in 50% cash and 50% restricted common stock, ten (10) days after the filing of the annual audited report.  This stock Earn-out consideration will be valued at 90 % of the last trade price on the filing date for the calendar year of operations.
 
 The Business of Arctic Solar Engineering, LLC
 
 Arctic Solar Engineering LLC (“ASE”) engages in the design/build, integration, and installation of thermal solar systems for residential and commercial sites in the United States. It serves the thermal solar space heating and cooling, and water heating needs of new construction and retrofits. Arctic Solar Engineering, LLC integrates solar thermal energy technology patented over 30 years ago by Daimler Aerospace in Germany. This technology is used throughout Germany, other parts of Europe, Asia and the Middle East.
 
 Solar thermal energy is the most efficient and economical method of capturing and using renewable thermal energy created by the sun every day of the year. ASE’s solar collector technology is used to capture all visible and non-visible wave lengths of sunlight and convert it into energy at a 90 percent efficiency rate. Energy created by ASE’s solar thermal energy systems store that energy in water, or other similarly inexpensive storage mediums, and then use that energy in its direct form to heat water, heat space and cool spaces.
 
 ASE’s competitive advantage is product knowledge and knowledge of how water-based energy systems work and can be successfully implemented to reduce an average building’s energy consumption by up to 70%. Also, because of ASE’s solar thermal energy systems, there are no real local competitors and competition is very limited on a national basis. However, the market demand for renewable energy is growing at a dramatic rate.
 
 ASE recently announced that that it has filed a patent for their unique cooling fin design. The patent pending cooling fins provide radiant cooling as part of an alternative energy solution. The cooling fins are a beautiful unique design that will function in the reverse process of a radiator, in order to cool a space. These cooling fins provide a significant amount of surface space which is required for radiant cooling without covering the entire ceiling of a structure. Additionally, the cooling fins are pleasant to look at and make an excellent architectural addition to any building.
 
 9
 
 The fins are also more efficient than traditional cooling plates and/or chilled beams typically used in radiant cooling applications, and are less costly. Due to the nature of ASE’s patent pending design, the fins provide excellent cooling, while minimizing the issue of condensation frequently prevalent in radiant cooling applications.
 
 ASE also recently announced, through their newly formed distribution company SolarUs, plans on initial distribution in the states of Georgia and Colorado. Upon the imminent completion of their multi-state distribution agreements, ASE plans to focus their sales efforts on Arctic Solar’s commercial solutions, which uses solar thermal energy to pre-heat boilers for commercial and industrial businesses.
 
 A special interest has also been given to the state of Colorado, which offers tremendous state incentives for residential alternative energy solutions. Because of this, the new distributor will focus efforts on Arctic Solar’s residential hot water heater replacement solution. It is anticipated that all distributors will operate under the SolarUs brand name.
 
 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”). 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.
 
 Future Development Contemplated
 
 J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas
 
 As part of the disposition of its assets with Dutchess, we entered into an Oil and Gas Property Participation and Rights Agreement (“Participation Agreement”), whereby Dutchess granted to us, 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. In 2010 the right was called, and thereafter has expired, however the position is still negotiable at the date of this filing.
 
 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 Amounts of Financing
 
 The Company’s entry and eventual stability in the oil and gas business, through Energy Producers or though one or more subsidiary interests, will be dependent largely on the 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 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 it 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 may exist in the future.
 
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 From time to time Management will examine oil and gas operations in other geographical areas for potential acquisition and joint venture development.
 
 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-owned subsidiary 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)
 
 Through its then managements 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 manufacturers, distributors and contractors. This change in strategy allowed the management and key decision makers at M3 more time to focus on potential acquisitions of companies 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 Corporation (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 Corporation. (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 valued at $174,480 that included a contingent equity make whole liability provision valued at $988,720, 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.
 
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 The Disposition of SATCO
 
 On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of South Atlantic Traffic Corporation (“Satco”), a wholly-owned subsidiary which provides variety of products geared primarily towards the transportation industry, to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 Previously 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)., Previously Pending
 
 In 2009 the Company closed into escrow One Million Dollar ($1,000,000.00) deposit to the sellers toward the acquisition of SWSC. The deposit was secured by a letter of credit that was collateralized by cash that was arranged by the Company in behalf of the transaction. The balance of the purchase price of Two Million Three Hundred Thousand Dollars ($2,300,000.00) was due on or before February 25, 2009. The Company did not close the transaction in February 2010 and deposit related transaction held in escrow was repaid. The transaction with SWSC subsequently remains on a form of verbal extension basis until agreement for the transaction to be completed, with or without new changes, or be terminated by notice of either SWSC or the Company. The Company and the Sellers verbally agreed to continue in good faith but to notify one another if our intent is to withdraw or the Sellers wish to terminate. 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)., Previously 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.
 
 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 Corporation (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.
 
 Agreement with E-Views Safety Systems, Inc.
 
 On July 22, 2010 the Company entered into a Definitive Stock Purchase Agreement with E-Views Safety Systems, Inc. ("E-Views") to be operated through its new subsidiary unit EGPI Firecreek Acquisition Company, Inc. Initially the Company has a “Dealer Agreement” with rights to acquire up to 51% of E-Views. For further information please see Exhibit 10.1 and 10.2 to our Report on Form 10-Q for the period ended June 30, 2010 filed on August 20, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 Non consummated Acquisition of Terra Telecom, LLC.
 
 On October 1, 2010, EGPI Firecreek, Inc. (“Purchaser”) executed a Securities Purchase / Exchange Agreement (“SPA”) with the owners (“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company, located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 ( “Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total LLC membership units existing thereof. All assets and liabilities of Terra, other than information listed in the SPA are considered to be transferred to the Purchaser. For more information on Terra, please see our Current Report on Form 8-K, Form 8-K/A (amendment no. 1), and Form 8-K/A (amendment no. 2) filed on October 7, 2010, December 7, 2010, and March 22, 2011, respectively, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 12
  Purchase Costs for the Acquisition of Terra Telecom, LLC (Terra)
  The acquisition was effected on October 1, 2010 via a securities purchase/exchange agreement between Terra and EGPI. In the course of this acquisition, Terra security owners exchanged all outstanding security interests for 1,221,343 (post 1:50 reverse split) EGPI common shares. A portion of these shares, 600,000 is due on the acquisition date and the remaining pertains to contingent consideration as provided by the earn-out provisions of the agreement.  This earn-out provision states that for a period of twenty-four months following the effective date, the owners of Terra will be entitled to receive payment in the form of additional common shares based upon the financial performance of Terra.  The acquisition of Terra is not reflected in the accompanying financial statements of the Company due to the fact that the Company did not obtain control of the assets and liabilities of Terra or have operational control of the Terra leading up until the subsequent disposition on March 14, 2011.
  The Business of Terra
  Our consideration was based on the fact that Terra was then considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. They served various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. Terra’s goal was to provide customers value and integrity in each of these opportunities. Since 1980, Terra focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, and video and associated applications.
  Terra is believed to have developed into an industry leader in value creation for each of their clients and stakeholders. In 2006 Terra relocated its company headquarters to a 25,000 square foot facility in Tulsa, Oklahoma. This facility provided Terra the space to continue growth and the ability to manage operations throughout the nation. Terra Telecom worked with the United Nations delivering Alcatel voice products to several countries and the Texas Dept. of Transportation, which we believed would bolster the growth opportunities to EGPI Firecreek, Inc.’s related segments of operations, through Terra’s various ITS/DOT opportunities in place with Alcatel products. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
  The Disposition of Terra
  On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement  involving the sale of Oklahoma Telecom Holdings, Inc., formerly known as Terra Telecom, LLC, a wholly-owned subsidiary which provides state-of-the-art communication technologies to various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience., to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.
 
 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 is 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 it will be successful in pursuing and completing these other transactions.
 
 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.
 
 13
 
 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, 2010 of $4,487,455 and a net loss on continuing operation in fiscal year ended December 31, 2009 of $3,408,479. As of December 31, 2010, we had a working capital deficit of $7,048,089. 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 2011 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.
 
 We Expect Our Operating Losses To Continue
 
 The Company expects to incur increased operating expenses during fiscal year 2011. 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.
 
 14
 
 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.
 
 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.
 
 15
 
 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.
 
 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.
 
 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:
 
 16
 
 ·
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.
 
 Seasonality
 
 Demand for natural gas has historically been seasonal, with peak demand and typically higher prices occurring during the colder winter months.
 
 17
 
 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.
 
 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.
 
 18
 
 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, 2010 and continuing into 2011.
 
 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, Vote, Or Represent Up To Approximately 63.16% Of the Company’s Issued and Outstanding Common and Series C Preferred Stock
 
 The executive officers and directors of the Company currently beneficially own, vote, or represent up to approximately 63.16% of our outstanding common stock, which includes and voting power through issuance in the aggregate of 14,286 shares of our 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 2010 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.
 
 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.
 
 20
 
 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.
 
 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.
 
 21
 
 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 non-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 non-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 2010 prices for each lease. Future prices are held constant with the weighted average for oil ($/Bbl) $77.00 and for gas ($/MCF) $7.63. 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.
 
 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


2Net Oil, Bbls.


12,898Net Gas, MCF


79,825Revenue * ($)Oil


927,894Gas


552,102Total


1,479,996Operating Expense ($)


360,000Investments ($)


100,000Future Cum Net Income ($)


1,019,996Future Cum Net Income at DF ($)


679,506
 
 *Revenue is net of severance and ad valorem taxes.
 
 22
 
 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
 
 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., :
 
 23
 
 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.
 
 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, 2010.
 
 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
 
 24
 
 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 Years Ended December 31, 2010 and 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 31,2010


2009Average net daily production of oil (Bbl)


0



0Average net daily production of gas (Mcf)


0



0Average sales price of oil ($ per Bbl)

$
0


$
0Average sales price of gas ($ per Mcf)

$
0


$
0Average lifting cost per bbl oil equiv.

$
0


$
0
 
 
 
 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.
 
 The Chief Executive Officer of the Company provided corporate office space through May 31, 2009 at no charge. There is a lease agreement in place for lease of the space beginning June 1, 2009 on a one year, renewable annually contract.  The lease has been renewed as of June 1, 2010 for an additional year.  $1,400 is paid monthly.  Please see “Certain Relationships and Related Transactions”.
 
 Exploration and Production
 
 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 May 31, 2009 at no 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 through February 3, 2010 our headquarters for the Company’s Eastern based operations and M3 are located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326,.The space was provided free of charge for all of 2010 and a result, no fees were paid. 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 Corporation (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 SATCO, now a wholly owned subsidiary of the Company.
 
 Based on the Report the Analysis of Fair Value of Intangible Assets for SFAS 141 the Purchase Price Allocation has been determined to be $2,058,373 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.
 
 25
 
 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.
 
 Based on the Report the Report Summary concluded that there were no impairment issues found.
 
 Property and Equipment-South Atlantic Traffic Corporation, (SATCO), a Wholly Owned Subsidiary of the Company
 
 SATCO headquarters are located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, with additional satellite offices in offices in Cocoa, FL / Englewood, FL / Woodstock, GA / Charlotte, NC. and Fayetteville N.C. The Georgia and North Carolina offices were closed during the year 2010. A Florida office was closed in January 2011. The Company has non-cancelable operating leases, primarily for remaining 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, $68,728 and $39,755 for the years ended December 31, 2008, 2009 and 2010, respectively.
 
 The leases have been settled and terminated as of December 31, 2010.
 
 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.
 
 In April 2010 the SATCO, a wholly owned subsidiary of the Company, received a lawsuit whereas Acuity Brands Lighting Inc. (“Acuity”) is seeking a judgment to collect amounts owed to Acuity by SATCO. Jesse Joyner, James Stewart Hall and Michael Hunter were also named on the lawsuit as each of the previous owners of SATCO had personal guarantees contained in the agreement between Acuity and SATCO. The previous owners of SATCO were indemnified for the personal guarantees in the Stock Purchase Agreement between the Company and SATCO. On August 24, 2010, a default judgment was awarded to Acuity in the amount of $182,608. Since the date of the default judgment, $61,554 has gone towards the payment of the judgment.
 
 In May 2010 SATCO, a wholly owned subsidiary of the Company, received a lawsuit whereas Targetti Poulsen USA Inc. (“Poulsen”) is seeking a judgment to collect amounts owed to Poulsen by SATCO. Southeast Underground Utilities Corp. (“SE Underground”) was also named on the lawsuit as SE Underground is a customer of SATCO and had failed to pay SATCO for materials ordered from Poulsen.  On August 16th, 2010 a default and final judgment was awarded to Targetti Poulsen in the amount of $266,190.
 
 In July 2010 SATCO, a wholly owned subsidiary of the Company, received a lawsuit notice on behalf of our SATCO subsidiary whereas Pelco Products, Inc. (“Pelco”) is seeking a judgment to collect amounts owed it from SATCO in the total aggregate amount of $26,229, and subsequent thereto a Default Journal Entry of Judgment was filed on September 3, 2010.
 
 In August 2010 the Company received a lawsuit notice on behalf of our SATCO subsidiary whereas Bison Profab, Inc. (“BPI”) is seeking a judgment to collect amounts owed it from SATCO. On October 12, 2010 BPI filed a motion for a No-Answer Default Judgment on SATCO and the Company for failure to answer in the amount of approximately $27,710. On November 29, 2010 EGPI Firecreek, Inc., along with its wholly-owned subsidiary South Atlantic Traffic Corp., engaged legal counsel located in Texas to begin negotiations for a settlement in this matter. In January 2011, a settlement was reached between the parties whereas monthly payments of $3,333 are to be made to BPI to payoff the remaining balance owed. To date, $6,667 in payments have been paid towards the balance of the settlement.
 
 In October 2010 we received notice of a lawsuit filed against the Company by St. George Investments LLC relating to certain Agreements entered on January 15th, 2010 by EGPI Firecreek Inc. and St. George Investments LLC which include: i) Note Purchase Agreement, ii) Convertible Promissory Note, iii) Judgment by Confession and iv) Registration Rights Agreement. St. George Investments LLC believes that EGPI Firecreek is in breach of terms agreed upon pursuant to the aforementioned agreements and is seeking damages totaling $262,585 (includes principal, interest and all penalties/fees pursuant to plaintiff's initial disclosures dated 3/28/11). EGPI Firecreek's management is confident that the Company is not liable and intends to defend this matter vigorously. Additionally, the Company is currently exploring counter-suit options for claims against potential damages caused by St. George Investments LLC to the company as a result of this transaction.
 
 In November 2010, EGPI Firecreek Inc and South Atlantic Traffic Corp. received a lawsuit notice from two of the former owners of SATCO, Mr. Jesse Joyner and Mr. James Stewart Hall. Mr. Joyner and Mr. Hall have subsequently resigned from their positions with the company. On December 17, 2010, EGPI Firecreek Inc. filed its answer to the claim and filed a counterclaim against Mr. Joyner and Mr. Hall. It is management's position that the Company is not liable and is currently exploring all defense and counter-suit options, and the Company will vigorously defend its position.
 
 26
 
 In December 2010 the Company received a lawsuit notice on behalf of our Terra Telecom (“Terra”) subsidiary whereas Source Capital Group Inc (“Source”) is seeking a judgment to collect amounts owed it from Terra in the total aggregate amount of $81,492 plus pre and post judgment interest as provided by law. The Company believes that it is not liable, and intends to file for an appeal to remove it from the motion for judgment, and the Company will vigorously defend its position.
 
 In February 2011 the Company received a lawsuit notice on behalf of our Terra Telecom (“Terra”) subsidiary whereas Nu-Horizons Electronics (“Nu-Horizons”) is seeking a judgment to collect amounts owed it from Terra in the total aggregate amount of $196,620. The Company believes that it is not liable, and intends to file for an appeal to remove it from the motion for judgment, and the Company will vigorously defend its position.
 
 In March 2011 the Company received a lawsuit notice on behalf of our Terra Telecom (“Terra”) subsidiary whereas Thermo Credit LLC (“Thermo”) is seeking a judgment to collect amounts owed it from Terra in the total aggregate amount of $2,915,404. During March 2011 Thermo initiated litigation to effectively put a freeze on all assets of Terra including accounting and financial records which they claimed were also assets, and further blocked all entrance to any material records and data files upon the appointment of a receiver over the process.  The Company believes that it is not liable, and intends to file for an appeal to remove it from the motion for judgment, and the Company will vigorously defend its position.
  In October 2010, SATCO, a wholly owned subsidiary of the Company, received a lawsuit whereas Union Metal Corporation (“Union Metal”) is seeking a judgment to collect amounts owed to Union Metal by SATCO in the amount of $760,154. A default judgment was granted to Union Metal in October 2010. In November 2010, SATCO made $322,755 in payments to Union Metal.
  SATCO will vigorously defend the case and believes there was tortuous interference with a contractual relationship which further involved business defamation, and extortion.
 
 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 2010.
 
 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 three 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.
 
 2011


High



LowFirst Quarter

$
0.0119


$
0.0011
 
 Year Ended December 31, 2010

High


LowFirst Quarter

$
0.0600


$
0.0070Second Quarter


0.0209



0.0042Third Quarter


0.005



0.0007Fourth Quarter (OCT. 1 THRU NOV. 8)


0.0006



0.00027*Fourth Quarter (NOV. 9 THRU DEC. 31)


.025



.0042
 *Reflects Prices for the Period After a One for Fifty (1:50 ) Reverse Stock Split Effective November 9, 2010.
 
 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

$
0.0027


$
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.
 
 As of March 31,  2011, the Company had issued and outstanding 482,811,732 shares of its common stock held by approximately 3,738 holders of record,  no shares of Series A or B preferred stock outstanding, and 14,286 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, 2010, 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


250


$
n/a



-0-2004 Stock Incentive Plan 2


140


$
n/a



-0-2005 Stock Incentive Plan (1)


260


$
0.16
*


-0-2009 Stock Incentive Plan


200,000


$
0.003



-0-Total for Plans Filed On Form S-8


200,650


$




-0-Equity compensation plans approved by security holdersTirion Group, Inc. -Warrant (2)(5)


200


$
n/a



-0-DLM Asset Management,-Warrant (2)(7)


335


$
n/a



-0-Tirion Group, Inc.-Warrant (2)(7)


335


$
n/a



-0-John R Taylor-Option (4)


200


$
n/a



-0-William E. Merritt-Option (4)


200


$
n/a



-0-George B. Faulder-Option (4)


200


$
n/a



-0-Dr. Mousa Hawamdah-Option (4)


200


$
n/a



-0-James Barker-Option (4)


100


$
n/a



-0-Charles Alliban-Option (4)


200


$
n/a



-0-Dennis R. Alexander-Option (4)


200


$
n/a



-0-Gregg Fryett-Option (4)


200


$
n/a



-0-Peter Fryett-Option (4)


200


$
n/a



-0-Joseph M. Vasquez (10)


10,000


$
50



10,000Barclay Lyons LLC -Warrant (11)


20,000


$
50



20,000Barclay Lyons LLC -Warrant (12)


20,000


$
62.5



20,000The Ep Group. -Warrant (11)


20,000


$
50



20,000The Ep Group. -Warrant (12)


20,000


$
62.5



20,000War Chest Capital Multi Strategy Fund, LLC -Warrant (11)


20,000


$
50



20,000War Chest Capital Multi Strategy Fund, LLC -Warrant (12)


20,000


$
62.5



20,000Vincent & Rees, L.P. (13)


259,631


$
0.039



259,631Chienn Consulting Company, LLC (13)


259,631


$
0.039



259,631(ii) Equity compensation plans not approved by security holders





$M. Herzog-Option (3)


60


$
n/a



-0-(Mel Herzog and Charlotte Herzog TTEE UA DTD Jan 31, 1994 Herzog Revocable Living Trust JT Grantors)D. Alexander-Option (3)


60


$
n/a



-0-M. Alexander-Option (3)


50


$
n/a



-0-D. Kronenberg-Option (3)


50


$
n/a



-0-(David J. Kronenberg Assigned to D.J. and S.M. Kronenberg Family LLLP)L. Trapp-Option (3)


60


$
n/a



-0-T. Richards-Option (3)


50


$
n/a



-0-Bradley Ray-Option (3)


50


$
n/a



-0-Steven Antebi-Warrant (2)


400


$
n/a



-0-Sapphire Consultants-Warrant (2)(6)


250


$
n/a



-0-Confin International Inv.-Warrant (2)(6)


375


$
n/a



-0-John Brigandi-Warrant (2)


63


$
n/a



-0-Steven Antebi-Warrant (8)


400


$
n/a



-0-Joseph M. Vasquez (9)


50


$
n/a



-0-Joseph M. Vasquez (9)


50


$
n/a



-0-Joseph M. Vasquez (9)


50


$
n/a



-0-Total (1)


653,850


$
11.20
**


649,262
 
 
 (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, effective on October 8, 2008, and a subsequent for 1:50 post reverse split (one (1) share for fifty (50) share basis, effective on November 9, 2010.
 
 (*)     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. As of June 14, 2010 these warrants have expired.





(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.





(13) Pursuant to an Engagement Letter Agreement with Vincent & Rees L.P. and a General Consulting Agreement with Chienn Consulting Company, LLC the Company granted to each entity, a cashless option to purchase 0.5% of the Company’s common stock for $10,000 (“the Option”). Terms for the option: The option will vest on September 1, 2010 and shall expire three (2.5) years from the date thereof. The cap for the option shall be $150,000.





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 i) our first quarter report on Form 10-Q filed on May 24, 2010, in our second quarter report on Form 10-Q filed on August 20, 2010, in our third quarter report on Form 10-Q filed on November 22, 1010, in our Form 8-K filed on June 16, 2010, in our Form 8-K filed June 17, 2010, in our Form 8-K filed on October 7, 2010 and amendment no. 1 to that Current Report filed on December 7, 2010, incorporated herein by reference, and ii) on Form 8-K filings and other reports, as amended, during the period covered by this Report and additionally as listed and following:





(*)(**) On August 25, 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 and behalf of consideration as follows:




30




Type of

Fair Market

Value ofName and Address (***)

Date

Share Amount

Consideration

ConsiderationSeymour Flics (1)

8/25/2010


350,000

Working Capital

$
7,000.00223 Birchwood Road






For the CompanyOld Tappan, NJ 07675








(*) Issuances when approved, will be 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.





(**) $7,000 worth of common stock in the immediately preceding table used primarily in consideration of advances made for working capital requirements for the Company.





(1) The above named individual is not an affiliate, director, or officer of the Registrant.





(***) The shares of common stock are to be 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 August 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 and behalf of consideration as follows:





Name and Address (***)

Date

Share Amount

Type of

Consideration

Fair Market

Value of

ConsiderationSt. George Investments, LLC (1)

303 East Wacker Drive, Ste 311

Chicago, Illinois 60601

8/3/2010


3,500,000

Agreeing to forbearance on

note / stock conversion

$
10,150








(*) Issuances when approved, will be 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.





(**) $10,150 worth of common stock in the immediately preceding table used primarily in consideration of St. George Investment, LLC agreeing to forbearance on terms of its convertible note held re stock conversions.





(1) The above named entity is a shareholder of the Registrant and not an affiliate, officer or director thereof.





(***) The shares of common stock are to be 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 August 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 entity for and behalf of consideration as follows:





Name and Address (***)

Date

Share Amount

Type of

Consideration

Fair Market

Value of

ConsiderationJames Skalko (1)

3457 Rockcliff Place

Longwood, FL 32779

8/1/2010


8,400,000

Consulting and

Advisory Services

$
23,520








(*) Issuances when approved, will be 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.





31





(**) $23,520 worth of common stock in the immediately preceding table used primarily in consideration of providing consulting and advisory services to the Company.





(1) The above named entity is a shareholder of the Registrant and not an affiliate, officer or director thereof.





(***) The shares of common stock are to be 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 June 24, 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 and behalf of consideration of making a $27,000 loan to the Company’s wholly owned subsidiary South Atlantic Traffic Corporation (SATCO) as follows:





Name and Address (***)

Date

Share Amount

Type of

Consideration

Fair Market

Value of

ConsiderationBob Joyner (1)

409 Brevard Ave., Suite 5

Cocoa, Florida 32922

6/24/2010


250,000

For providing loan to

SATCO for working capital

$
1,125








(*) Issuances when approved, will be 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.





(**) $1,125 worth of common stock in the immediately preceding table used primarily in consideration of advances / loan made for working capital requirements for the Company’s wholly owned subsidiary SATCO.





(1) The above named individual is a shareholder of the Registrant and Principle Executive Officer of SATCO.





(***) The shares of common stock are to be 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 10, 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 and behalf of consideration as follows:





Type of

Fair Market

Value ofName and Address (***)

Date

Share Amount

Consideration

ConsiderationAlan Carlquist (1)

1/28/2010


1,000,000

Working Capital

$
20,000.001110 Allgood Industrial Center






M3 SubsidiaryMarietta, GA 30066





(*) Issuances when approved, will be 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.





(**) $20,000 worth of common stock in the immediately preceding table used primarily in consideration of advances made for working capital requirements for the Company’s wholly owned subsidiary M3 Lighting, Inc.





(1) The above named individual is not an affiliate, director, or officer of the Registrant.




32





(***) The shares of common stock are to be 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 April 30, 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 or entities for legal and advisory and general consulting and advisory services.





Name and Address (***)

Date

Share

Amount

(***)

Type of Consideration

Fair Market

Value of

ConsiderationVincent & Rees, L.C. (1)

3/1/2010


1,500,000

Legal and Advisory Services

$
41,250175 S. Main Street, 15th FloorSalt Lake City, UT 84111Callie Jones (2)

3/1/2010


300,000

Legal and Advisory Services

$
8,250175 S. Main Street, 15th FloorSalt Lake City, UT 84111Chase Chandler (3)

3/1/2010


600,000

Legal and Advisory Services

$
16,500175 S. Main Street, 15th FloorSalt Lake City, UT 84111Lisa Demmons (4)

3/1/2010


600,000

Legal and Advisory Services

$
16,500175 S. Main Street, 15th FloorSalt Lake City, UT 84111Chienn Consulting Company LLC (5)

3/1/2010


3,000,000

General Consulting and

$
82,500175 S. Main Street, 15th Floor






Advisory ServicesSalt Lake City, UT 84111








(*) 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.





(**) $165,000 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 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)
Chienn Consulting Company, LLC is a shareholder, and is not an affiliate, officer, or 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.




33




II.Pursuant to an Engagement Letter Agreement with Vincent & Rees L.P. and a General Consulting Agreement with Chienn Consulting Company, LLC the Company granted to each entity, a cashless option to purchase 0.5% of the Company’s common stock for $10,000 (“the Option”). Terms for the option: The option will vest on September 1, 2010 and shall expire three (2.5) years from the date thereof. The cap for the option shall be $150,000.





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.











*) (**) 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.




34




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.





35




(***) 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 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 ”). The terms 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, theConversion 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.




36





(***) 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.


37





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.





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.





38




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





(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 Corporation (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.




39




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.





(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.




40





(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.





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.)




41




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.











(*) (**) 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.


42





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.










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.




43




(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.





(**) $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%.




44





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.





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.





45





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. Historically 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 in March, 2008 of oil and gas production at the J.B. Tubb Leasehold Estate located in the Amoco Crawar Field in Ward County, Texas. The Company as a result, successfully increased oil and gas 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.





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 and in addition to activities discussed above, 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 and sold off our then oil and gas subsidiary unit Firecreek Petroleum, Inc., but did retain certain first right of refusal to overseas projects (see discussion further in this report). In late 2009 and in 2010, the Company began pursuing a reentry to the oil and gas industry on a domestic basis as the Company’s second line of business and which was part of our ongoing strategic plans. The Company became 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 December 31, 2010 we have not concluded this transaction and have not received notice of termination or other correspondence. In addition, 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. As of December 31, 2010 we have not yet produced commercial oil or gas through these non operated interests. The turnkey manager, partner, and project operator encountered an abundance of weather related and non reported down hole maintenance issues in its attempts in 2010 to bring one or more wells on line. For 2011 both the operator and Company are in agreement and are currently moving forward for the recompletion of the McWhorter and Boyette proven zones in their respective wells. Additionally, plans are to have the Young #1 well, which adjoins the McWhorter, convert into a salt water disposal well to support the McWhorter production operations and economics. We are planning in-depth technical evaluations to be conducted on the two undeveloped Barnett Shale locations situated on the Boyette lease at the 5,500 ft. depth.  Recent successes in the local Barnett wells have encouraged both management and its operator, to advance the timing on the Barnett evaluation.




46




Moving forward, in early 2010 again as a part of our business strategy for a line of business focusing on the transportation industry serving federal DOT and state/local DOT agencies the Company entered into a pending agreement to acquire all of the issued and outstanding capital stock of Southwest Signal, Inc., a Florida corporation. 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 activities. Ultimately this acquisition was never consummated due to a failed financial arrangement. In addition, working side by side at the time of SWSC to implement our strategy for SATCO and pair the activities of the two units due the similar nature of business, 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 business had been active for 45 years, is known internationally and we sought this acquisition as 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 an overseas entity business relationship with the principals of Redquartz, known as Cordil, Inc., to assist for the products sold by South Atlantic Traffic Corporation (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 Redquartz LTD business unit purchased by the Company had no assets and resulted in additional debt burden to the Company.





Toward further development of our oil and gas line of business, in June 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc., (“Chanwest or CWR”) a Texas corporation. In the course of this acquisition, Chanwest stockholders exchanged all outstanding common shares for the Company’s common shares. Chanwest will provide services for drill site preparation to clear and lay pipeline (gathering systems) for operators. Chanwest operations can provide for services to maintain lease roads, set power poles and clean up oilfield spills. Chanwest works with operators or lease owners by purchase order or contract with major oil fields. The Company will continue to work with Chanwest to develop its plans for new growth for 2011. For further information please see our Current Report on Form 8-K filed on June 16, 2010, and information contained in our Form 10-Q filed November 22, 2010.





Later in July 2010 the Company toward addressing growth possibilities for the ITS/DOT line of business entered into a Definitive Stock Purchase Agreement with E-Views Safety Systems, Inc. ("E-Views") to be operated through its new subsidiary unit EGPI Firecreek Acquisition Company, Inc. Initially the Company has a “Dealer Agreement” with rights to acquire up to 51% of E-Views (see Exhibit 10.1 and 10.2 to our Report on Form 10-Q for the period ended June 30, 2010 filed on August 20, 2010, incorporated herein by reference). The Stock Purchase Agreement provides for up to a 51% interest in E-Views and exclusive distribution and sales rights in various states. The Company has initially solidified rights for the states of Alabama, Florida, Louisiana and North Carolina. They have also obtained international rights in the countries of Ireland and the United Kingdom. These states were initially chosen because of our subsidiary Southern Atlantic Traffic Corporation's, established clientele, and therefore potential abilities to penetrate these markets with E-Views patented technology and state-of-the-art products. Althouh there is still potential for this transaction; we were not able to implement the strategic plan to incrementally acquire E-Views stock interests.





In October 2010, the Company (“Purchaser”) executed a Securities Purchase / Exchange Agreement (“SPA”) with the owners (“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company, located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 ( “Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total LLC membership units existing thereof. For more information on Terra, please see our Current Report on Form 8-K and Exhibit 10.1 thereto filed on August 7, 2010, as amended.





Terra Telecom was considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. They served various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. In 2006 Terra relocated its company headquarters to a 25,000 square foot facility in Tulsa, Oklahoma. This facility provides Terra the space to continue growth and the ability to manage operations throughout the nation. Terra Telecom worked with the United Nations delivering Alcatel voice products to several countries and the Texas Dept. of Transportation, which will bring opportunities to the Company’s SATCO and M3 units and other current or future planned ITS/DOT related activities. Terra’s various ITS/DOT opportunities in place with Alcatel products. Terra employed approximately 50.  The acquisition of Terra ultimately failed due to lack of a completed funding which was to be concluded on or about February 24th, 2011. The funding that was in process for its initial order was stopped due to the actions of IRS seizure of escrow deposit funds in transit from the former Principals of Terra to the deposit account of the lender which was the requirements for the initial funding to begin. Because the funding did not begin, Terra was not able to maintain its dealership guarantees for product delivery which were pulled from clients’ orders.





Further regarding Terra, the Company from the time of execution of the Agreement did not have or assume control of the Terra entity’s assets, including bank accounts, nor did it establish or have effective or permanent management control of the entity. Since the economic downturn lenders have become intensely difficult to satisfy which in many cases can jeopardize transaction completions, due the time loss of substantial and excessive due diligence processes, including backing out of signed closing processes.





Overall due to economic factors we entered extreme financial turbulence in the latter half to end of Q4 2010 for our new business strategy. Some of these economic factors included our subsidiary operations for SATCO being on hold numerous times (unable to complete or take on new sales) with the inability to make some or all product deliveries and installations (jobs), not being able to pay suppliers for order deliveries, and other obstacles including some suppliers backing down on agreements negotiated with negotiated terms being met by SATCO. These issues over time eventually generated an unstable environment for both South Atlantic Traffic Corporation and all entities or pending acquisitions or activities related to Intelligent Traffic Systems (ITS) / Department of Transportation (DOT) Industry serving federal DOT and state/local DOT agencies, and telecommunications industries for deployment of communications systems, sales, and/or service. The Company management and advisors reached the conclusion in late February 2011, that it was unlikely that SATCO or Terra would be able to continue operations and on March 14, 2011 sold its interests in both entities to Distressed Asset Acquisitions, Inc. We believe that if the financing established for Terra would have closed, it would have improved the cash flow status of the Company that could also have also directly and indirectly assisted our SATCO unit to rebuild and quickly re-structure and solve many of its problems and renewed growth potential. As delays were incurred time and time again from potential lenders and financial entities, realizing the potential of SATCO became less and less of a possibility. For more information please see our Current Report on Form 8-K filed on March 18, 2011.




47





In an effort to establish an alternative energy division, in February 2011, the Company entered into an Agreement to acquire all 100%  of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006 (the “Company”), and the owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM Partnership, a Missouri Partnership, The Frederic Sussman Living Trust. Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy technology. Solar Thermal Energy (“STE”) is believed to be the most efficient and economical method of capturing and using renewable thermal energy created by the sun every day of the year. The solar collectors that are used capture all visible and non-visible wave lengths of sun light and covert the light into energy at a 90% efficiency. Energy created by ASE’s STE Systems store that energy in water (or other similarly inexpensive storage mediums) and then use that energy in its direct form to heat water, heat space and cool spaces. According to the US Department of Energy, this accounts for 70% of all energy used in commercial and residential structures in the United States.





In September 2010 the Company entered into a term sheet and subsequently later in March of 2011, entered into a Series D Stock Purchase Agreement (“SPA”) with Dutchess Private Equities Fund, Ltd. (“Investors”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, (GZI) agreed to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. (“EPI”) a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to 8,500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas). Included in the transaction, EPI will also acquire 75% Working Interest and 56.25% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft.





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 i) to a lesser extent rebuilding for the time being, the development of its line of business operations similar to it former activities related to ITS/DOT and telecommunications industries, and (ii) building new infrastructure for its oil and gas operations in 2011. The Company throughout its first quarter of operations for 2011 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. The Company focused on oil and gas activities for development of interests held that were acquired in Wyoming (the Ten Mile Draw (TMD) prospect) and two programs in Texas, (the Fant Ranch unit, and J.B. Tubb Leasehold Estate) for the production of oil and natural gas through October 30 and December 2, 2008 the dates of disposal respectively. 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 18th day of May, 2009, relating to the Assignee’s 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.


48





2009 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 additional information can be found in our Form 10-K annual report filed on April 15, 2010, and incorporated herein by reference.





Completion of South Atlantic Traffic Corporation (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”, “Description of Properties”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere in this document.





Pending Acquisition of Sierra Pipeline, LLC





On 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” and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in 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” and the “Overview” to the Management Discussion and Analysis sections of this report.





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 Corporation (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”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





Completion of Chanwest Resources, Inc. Acquisition





On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc., (“Chanwest or CWR”) a Texas corporation. Chanwest Resources, Inc. was formed in 2009 and has been engaged in ramping up operations including acquiring assets related to the servicing, construction, production and development for oil and gas. For further information please see our Current Report on Form 8-K filed on June 16, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





Completion and Entry into a Definitive Agreement with E-Views Safety Systems, Inc.





On July 22, 2010 the Company entered into a Definitive Stock Purchase Agreement with E-Views Safety Systems, Inc. ("E-Views") to be operated through its new subsidiary unit EGPI Firecreek Acquisition Company, Inc. Initially the Company has a “Dealer Agreement” with rights to acquire up to 51% of E-Views. For further information please see Exhibit 10.1 and 10.2 to our Report on Form 10-Q for the period ended June 30, 2010 filed on August 20, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.




49




Completion and Entry into a Definitive Agreement with Terra Telecom, LLC.





On October 1, 2010, EGPI Firecreek, Inc. (“Purchaser”) executed a Securities Purchase / Exchange Agreement (“SPA”) with the owners (“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company, located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 ( “Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total LLC membership units existing thereof. All assets and liabilities of Terra, other than information listed in the SPA are considered to be transferred to the Purchaser. For more information on Terra, please see our Current Report on Form 8-K, Form 8-K/A (amendment no. 1), and Form 8-K/A (amendment no. 2) filed on October 7, 2010, December 7, 2010, and March 22, 2011, respectively, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





Completion and Entry into a Definitive Agreement with Arctic Solar Engineering, LLC.





On February 4, 2011, the Company entered into an Agreement to acquire all 100%  of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006 (the “Company”), and the owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM Partnership, a Missouri Partnership, The Frederic Sussman Living Trust. Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy technology. For further information please see our Current Report on Form 8-K filed on February 10, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





Completion and Entry into a Definitive Agreement with with Dutchess Private Equities Fund, Ltd..





On March 1, 2011, the Company entered into a Series D Stock Purchase Agreement (“SPA”) with Dutchess Private Equities Fund, Ltd. (“Investors”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, (GZI) agreed to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. (“EPI”), a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment. For further information please see our Current Report on Form 8-K filed on March 7, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





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, oil and gas services business through CWR, alternative energy business division through Arctic Solar Engineering, LLC, and including any new or pending acquisitions discussed herein, and those business activities and developments whether ongoing or to be concluded, as related to our M3, SATCO, and Terra strategy and operations, and ongoing potential 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, 2010 Compared to December 31, 2009





Total revenue for the sales attributable to lighting and signalization business in fiscal year 2010 was $1,485,044 compared to $1,208,459 in total revenue for the year 2009, which have been included as a discontinued operations. The SATCO subsidiary was disposed of in the first quarter of 2011.  The estimated gain on disposal is $716,889.





Total revenues from other business activities were $15,705 in fiscal year 2010 and $0 in fiscal year 2009.





General administrative expenses used in calculating income from continuing operations were $2,146,189 in 2010 compared to $2,138,283 in 2009.  The Company has treated the General and Administrative expenses of its SATCO subsidiary as a discontinued component and included these expenses in the loss from discontinued operations.





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





Detail of general & administrative expenses:





31-Dec-10


31-Dec-09Advertising & promotion

$
22,158


$
185,265Administration


527,955



9,323Consulting


643,305



1,139,464Rent and utilities


16,800



0Investor incentives/commissions


300,733



183,483Professional fees


613,309



591,889Salaries


4,325



19,600Travel costs


17,604



9,259Total

$
2,146,189


$
2,138,283




50




Advertising and Promotion costs of $22,158 were used for investor relations and market awareness.





Administration Costs of $527,955 was used for office and general operating expenses of which $12,506 was used for the costs related to the reverse stock split.





Consulting Fees of $643,305 were incurred for consulting and advisory fees for business management activities.





Investor Incentives/commissions of $300,733 include costs related to obtaining financing and credit lines.





Professional Fees of $613,309,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 $4,325 were used to pay employees in 2010.





Travel costs used $17,604 for business trips.





After deducting general and administrative expense, and interest expenses, the Company experienced a loss from continuing operations of $3,588,418 in 2010 as compared to a loss from continuing operations of $3,357,529 in fiscal 2009.





Interest expense for fiscal year 2010 was $236,992 compared to $19,793 in fiscal year 2009.  The financial results of SATCO are included in the loss from discontinued operations of $899,036 in fiscal year 2010 and $1,149,998 in fiscal year 2009.





The Company incurred a net loss of $4,487,454 in fiscal year 2010 compared to net loss of $3,408,479, in fiscal year 2009.





Fully diluted income (loss) per share was ($0.38) loss per share in fiscal year 2010 compared to loss of ($7.84) per share in fiscal 2009.





LIQUIDITY AND CAPITAL RESOURCES





Cash on hand at December 31, 2010 was $9,272 compared to $16,234 at the beginning of the year. The Company had working capital deficit of $7,048,737 at December 31, 2010 compared to a working capital deficit of $2,994,272 at December 31, 2009.





Cash used by operating activities was $1,188,521 for the year ended December 31, 2010, compared with $23,308 used for the year ended December 31, 2009.





The Company received new loans in fiscal year 2010 of $2,417,562 compared to $933,133 in fiscal year 2009 by issuing promissory notes.





Total assets decreased to $3,662,187 at December 31, 2010 compared to $3,959,666 at the beginning of the year mainly as a result of a decline in the accounts receivable of SATCO, which decreased from $735,066 in fiscal year 2009 to $111,568 in fiscal year 2010.





Shareholders’ equity decreased to a deficit of $3,531,948 at December 31, 20010 from $94,747 at December 31, 2009. During fiscal year 2010, the Company issued 2,566,057 shares to consultants valued at $726,733 for services rendered. In addition, the Company issued 47,873,503 shares to pay debt of $4,057,846, and issued 400,000 shares as the acquisition cost of Chanwest Resources, Inc.





Finally, we recorded a net loss during 2010 of $4,487,454 compared with a net loss during 2009 of $3,408,479.





The Company must generally undertake certain ongoing expenditures in connection with rebuilding, expanding and developing its oil and gas business and related acquisition activity and its business 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.





For financing activities 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, alternative energy division, acquisition and development, and its rebuilding proposed for Telecom, ITS / DOT 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 2011.




51





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 2011.





ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





EGPI FIRECREEK, INC.





CONSOLIDATED


FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND DECEMBER 31, 2009


Index to Financial Statements





Report of Independent Registered Public Accounting Firm

F2Consolidated Balance Sheets

F-3-4Consolidated Statements of Operations

F-5Consolidated Statements of Cash Flows

F6Consolidated Statement of Changes in Shareholders’ Deficit

F-7Notes to the Consolidated Financial Statements

F-8 – F-27





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, 2010 and December 31, 2009 and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended. 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, 2010 and 2009, and the results of its operations, cash flows, and changes in shareholders’ deficit for the years then ended 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 28, 2011





F-2





EGPI Firecreek, Inc.


Consolidated Balance Sheets


As of December 31, 2010 and December 31, 2009





12/31/10


12/31/09ASSETSCurrent assets:Cash

$
9,272


$
16,234Accounts receivable


14,835



-Prepaid expenses


5,900



20,000Other receivables


-



2,600Current assets held for saleCash


658



1,391Accounts receivable


111,568



735,066Inventory


-



66,290Prepaid expenses


3,165



29,066Total current assets held for sale


115,391



831,813Total current assets

$
145,398


$
870,647Other assets:Investment in Terra Telecom, Inc.


18,000



-Fixed assets – net


568,560



31,968Oil and natural gas properties – proved reserves


163,500



163,500Other assets held for saleIntangible Assets – net of amortization


743,420



812,860Goodwill


2,001,840



2,001,840Fixed assets - net


21,469



78,851Total other assets


3,516,789



3,089,019Total assets

$
3,662,187


$
3,959,666





F-3




EGPI Firecreek, Inc.


Consolidated Balance Sheets


As of December 31, 2010 and December 31, 2009





12/31/10


12/31/09LIABILITIES AND SHAREHOLDERS' DEFICITCurrent liabilities:Accounts payable & accrued expenses

$
558,489


$
209,532Notes payable


3,307,224



599,342Convertible notes, net of discount


44,490



-Capital lease obligation


56,872



-Advances & notes payable - related parties


188,718



240,918Derivative Liabilities


823,846



-Asset retirement obligation


5,368



4,337Current liabilities associated with assets held for saleAccounts payable & accrued expenses


2,209,128



2,468,142Advances & notes payable - related parties


-



342,648Total current liabilities

$
7,194,135


$
3,864,919Shareholders' deficit:Series A preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding

$
-


$
-Series B preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding


-



-Series C preferred stock, 20 million authorized, par value $.001, each share has 21, 200 votes per share, are not convertible, have no stated dividend; 14,286 and 5,000 shares outstanding at December 31, 2010 and 2009, respectively


14



5Common stock- $0.001 par value, authorized 3,000,000,000 shares, issued and outstanding, 51,915,345 at December 31, 2010 and 1,029,115 at December 31, 2009


51,915



1,029Additional paid in capital


25,899,464



25,722,835Other comprehensive income


219,209



-Common  stock subscribed


1,448,250



1,036,224Contingent holdback


2,000



-Accumulated deficit


(31,152,800
)


(26,665,346
)Total shareholders' deficit


(3,531,948
)


94,747Total Liabilities & Shareholders' Deficit

$
3,662,187


$
3,959,666





See the notes to the consolidated financial statements.





F-4





EGPI Firecreek, Inc.


Consolidated Statements of Operations


For the Years Ended December 31, 2010 and December 31, 2009





For the twelve months

ended


For the twelve months

ended12/31/10


12/31/09RevenuesGross revenue from services rendered

$
15,705


$
-Total Gross revenue from services rendered


15,705



-General and administrative expenses:General administration

$
2,146,189


$
2,138,283Total general & administrative expenses


2,146,189



2,138,283Net loss from operations

$
(2,130,484
)

$
(2,138,283
)Other revenues and expenses:Gain (loss) on asset disposal


-



-Interest expense


(236,992
)


(15,883
)Impairment of assets


(30,904
)


-Gain (Loss) on settlement of debt


(656,192
)


(104,315
)Gain (Loss) on derivatives


(533,846
)


-Net loss before provision for income taxes

$
(3,588,418
)

$
(2,258,481
)Provision for income taxes


-



-Loss from continuing operations


(3,588,418
)


(2,258,481
)Loss from discontinued operations


(899,036
)


(1,149,998
)Net loss

$
(4,487,454
)

$
(3,408,479
)Foreign currency translation


219,209



-Net comprehensive loss


(4,268,245
)


(3,408,479
)Basic and diluted net income (loss) per common share:Basic and diluted loss per share from continuing operations

$
(0.30
)

$
(5.20
)Basic and diluted loss per share from discontinued operations

$
(0.08
)

$
(2.65
)Basic and diluted net loss per share

$
(0.38
)

$
(7.84
)Weighted average of common shares outstanding:Basic and fully diluted


11,788,781



434,514





See the notes to the consolidated financial statements.





F-5





EGPI Firecreek, Inc.


Consolidated Statements of Cash Flows


For the Years Ended December 31, 2010 and December 31, 2009





For the twelve months

ended


For the twelve months

ended12/31/10


12/31/09Operating Activities:Net income (loss)

$
(4,487,455
)

$
(3,408,479
)Adjustments to reconcile net loss items not requiring the use of cash:Impairment of goodwill


444



225,000Impairment of intangibles


26,839



-Impairment of fixed assets


3,621



-Common shares issued for services


726,733



1,563,986Preferred shares issued for services


162,000



-Loss on change in derivative


533,846



-Loss on settlement of debt


904,591



336,271(Gain) loss on disposal of fixed assets


(2,927
)


4,150Depreciation


56,344



5,039Amortization of intangibles


73,601



-Amortization of debt discount


44,490



-Bad debt expense


(221,095
)


683,176Warrants issued for services


-



54,037Changes in other operating assets and liabilities:Accounts receivable


833,858



(15,288
)Inventory


66,290



(49,974
)Accounts payable and accrued expenses


(132,002
)


598,610Accounts payable and accrued expenses - related party


183,800



-Prepaid expenses


38,501



(17,370
)Other assets


-



(2,466
)Net cash used by operations


(1,188,521
)


(23,308
)Investing Activities:Acquisition of fixed assets


(57,000
)


-Cash  paid for SATCO acquisition


-



(600,000
)Cash paid for oil & gas properties


-



(225,000
)Cash acquired in M3 and SATCO acquisitions


-



54,148Net cash used by investing activities


(57,000
)


(770,852
)Financing Activities:Proceeds  from the sale of stock


61,004



-Principal payments on debt


(1,453,426
)


(174,528
)Principal payments on debt - related parties


(6,523
)Borrowings on debt


2,417,562



933,133Contributed capital


-



50,950Net cash provided by financing activities


1,018,617



809,555Foreign currency translation


219,209



-Net increase (decrease) in cash during the period

$
(7,695
)

$
15,395Cash balance at January 1st


17,625



2,230Cash balance at December 31st

$
9,930


$
17,625Supplemental disclosures of cash flow information:Interest paid during the year

$
3,400


$
-Income taxes paid during the year

$
-


$
-Non-cash activities:Common stock issued for:Debt conversion


2,810,607



277,294Debt conversion - related party


342,648SATCO acquisition


-



1,163,220M3 acquisition


-



94,194Chanwest acquisition


268,276



-Redquartz acquisition


4,464,400



-Investment in Terra Telecom, Inc.


18,000



-Exchange of PP&E for loan payable


200,000



42,499Assets aquired in capital lease


56,872



-Beneficial conversion feature on notes payable


290,000



-Adjustment to asset retirement obligations


1,031



-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, 2010





Other


CommonPreferred


Preferred


Common


Common


Paid in


Accumulated


Comprehensive


StockShares


Value


Shares


Value


Capital


Deficit


Loss


Subscribed


Other


TotalBalance at December 31, 2008


-


$
-



138,426


$
138


$
22,354,931


$
(23,256,867
)

$



$



$



$
(901,798
)Issue common shares for services










338,847



339



1,563,647



















1,563,986Common stock subscribed for cash






























47,504







47,504Issued common shares for debt










157,266



157



613,409



















613,566Issued common and preferred shares to acquire subsidiaries


5,000



5



344,576



345



268,344











988,720







1,257,414Contributed capital


















50,950



















50,950Issue warrants for services


















54,037



















54,037Issue common shares for  Sierra Pipeline










50,000



50



224,950



















225,000Subsidiary spin-off


















592,567



















592,567Net loss for the fiscal year






















(3,408,479
)














(3,408,479
)Balance at December 31,2009


5,000



5



1,029,115



1,029



25,722,835



(26,665,346
)


-



1,036,224



-



94,747Issued common shares for services










2,566,057



2,565



724,168



















726,733Issued common shares for cash










46,669



47



60,957











(47,504
)






13,500Issued common shares for settlement of debt










47,873,503



47,874



3,599,313











410,659







4,057,846Issued preferred shares for services


9,286



9











161,991



















162,000Investment in Terra Telecom, Inc.






























18,000







18,000Redquartz acquisition


















(4,464,400
)


















(4,464,400
)Chanwest acquisition










400,000



400



94,600











30,871



2,000



127,871Other comprehensive loss


























219,209











219,209Net loss for the fiscal year






















(4,487,454
)














(4,487,454
)Balance at December 31, 2010


14,286


$
14



51,915,344


$
51,915


$
25,899,464


$
(31,152,800
)

$
219,209


$
1,448,250


$
2,000


$
(3,531,948
)





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, 2010 and December 31, 2009





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.





In October 2008, the Company effected a 1 share for 200 shares reverse split of its common stock and all amounts have been retroactively adjusted.





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.





On March 3, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Redquartz LTD (“Sellers” or “RQTZ”), a company formed and existing under the laws of the country of Ireland, whereas the Company agreed to issue 100,000 shares of its restricted common stock valued at USD $2,500 in exchange for 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of RQTZ. All assets and liabilities, other than the Shareholder Notes Payable, of the RQTZ were transferred to the prior owners of Redquartz. The Notes Payable represent a debt burden to RQTZ of USD $4,464,262. This obligation is based in Euros and converted to our functional currency the dollar. Redquartz LTD was inactive in the first and second quarter of 2010 and had no income and expense that would affect the financial statements of the Company and therefore no pro-forma is necessary.





On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc., (“Chanwest or CWR”) a Texas corporation. In the course of this acquisition, Chanwest stockholders exchanged all outstanding common shares for the Company’s common shares and other provisions. Chanwest Resources, Inc. was formed in 2009 and has been engaged in ramping up operations including acquiring assets related to the servicing and construction, and activities related to the acquisition, production and development for oil and gas. Chanwest has formed strategic alliances and brought key management with over 40 years experience in all facets of the oil and gas industry, to be implemented on day one of our acquisition thereof. Chanwests’ first phase of operations include Construction and Trucking, services for drill site preparation to clear and lay pipeline (gathering systems) for operators. Chanwest operations can provide for services to maintain lease roads, set power poles and clean up oilfield spills. Chanwest works with operators or lease owners by purchase order or contract with major oil fields.





On July 22, 2010 EGPI Firecreek, Inc. the Company executed a Stock Purchase Agreement with E-Views Safety Systems, Inc. Initially the Company has a “Dealer Agreement” with rights to acquire up to 51% of E-Views. Founded in 1998, E-Views is both an innovator and provider of patented advanced wireless "smart infrastructure" technologies that incorporate intelligent traffic, transit, and light rail systems with messaging and communications that enable municipalities worldwide to provide first responder prioritization, traffic congestion mitigation, emergency evacuation coordination, multi-agency communications interoperability, nuclear/biological/chemical detection and data reporting.  As of December 31, 2010, the Company has not yet closed the transaction and continues to keep the potential agreement verbally extended indefinitely until closed or terminated by the E-Views Safety Systems, Inc. The Company and the sellers of E-Views Safety Systems, Inc. have verbally agreed to continue in good faith but to notify one another if the intent is to withdraw or terminate the transaction.




F-8


On October 1, 2010 EGPI Firecreek, Inc. the Company entered into a Definitive Securities Purchase/Exchange Agreement with Terra Telecom, LLC. (“Terra"). Terra is considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. They currently serve various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. Its goal is to provide customers value and integrity in each of these opportunities. Since 1980, Terra has focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, video and associated applications.  As of December 31, 2010, the Company has not assumed control of this acquisition.  As a result, this company is not consolidated in the financial statements as of December 31, 2010.





On October 18, 2010, the Company filed a Certificate of Amendment to its Articles of Incorporation, increasing its authorized common stock, par value $0.001 per share, to 3,000,000,000 from 1,300,000,000 and is authorized to issue 60,000,000 shares of preferred stock that has a par value of $0.001 per share.





On November 9, 2010, the Company affected a 1 share for 50 shares reverse split of its common stock and all amounts have been retroactively adjusted for all periods presented.





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





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





Revenue and Cost Recognition-


-
Oil and gas:  Revenue is recognized from oil and gas sales at such time as the oil and gas is delivered to the buyer. For its producing activities, the Company uses successful efforts costing.


-
Oilfield services:  Revenue from services is recognized when the services are rendered.


-
Traffic/Lighting/Signalization Sales:  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, 2010 and 2009.





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 $207,983 and $651,913 at December 31, 2010 and 2009, 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.





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.





F-9




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 2010 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, 2010 and 2009, the ARO of $5,368 and $4,337 is included in liabilities and fixed assets.





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.





Derivative Financial Instruments -The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund our business needs, including convertible debts with conversion features and other instruments not indexed to our stock.  The convertible notes include fluctuating conversion rates as well as conversion price reset provisions.  The Company uses a lattice model for valuation of the derivative.  For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then re-valued at each reporting date, with changes in the fair value reported in income in accordance with ASC 815.  The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.  Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.





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:




F-10




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.





The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2010 on a recurring and non-recurring basis:





GainsDescription

Level 1


Level 2


Level 3


(Losses)Intangibles (non-recurring)

$
-


$
-


$
824,000


$
-Goodwill (non-recurring)

$
-


$
-


$
2,001,840


$
-Derivatives (recurring)

$
-


$
-


$
823,846


$
-





The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2009 on a recurring and non-recurring basis:





TotalGainsDescription

Level 1


Level 2


Level 3


(Losses)Intangibles (non-recurring)

$
-


$
-


$
824,000


$
-Goodwill (non-recurring)

$
-


$
-


$
2,001,840


$
-





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





The Company has derivative liabilities as a result of 2010 convertible promissory notes that include embedded derivatives.  These liabilities were valued with the assistance 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.





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 that those assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.




F-11




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, 2010 and 2009 pertaining to SATCO resulted in no impairment.  The Company’s evaluation of goodwill completed at December 31, 2010 pertaining to Chanwest resulted in a full impairment.  This impairment was recorded as a reduction in the contingent holdback shares previously recorded in equity of $10,234 and an impairment expense of $444.





As of December 31, 2010 and 2009, 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. The Company recognized $26,839 of impairment of intangible assets pertaining to the acquisition of Chanwest for the year ended December 31, 2010.  For the year ended December 31, 2010 and 2009 the Company recorded amortization of our intangibles of $73,601 and $11,140, respectively.





Foreign Currency Translation and Transaction and translation - The financial position at present for the Company’s foreign subsidiary Redquartz LLC, established under the laws of the Country of Ireland are determined using (U.S. dollars) reporting currency as the functional currency. All exchange gains and losses from remeasurement of monetary assets and liabilities that are not denominated in U.S. dollars are recognized currently in other comprehensive income. All transactional gains and losses are part of income or loss from operations (if and when incurred) will be pursuant to current accounting literature. The Company’s functional currency is the U.S dollar. We have an obligation related to our acquisition of Red Quartz as discussed in Note 7 which is denominated in Euro’s. The change in currency valuation from our reporting this obligation in U.S dollars is reported as a component of other comprehensive income consistent with the relevant accounting literature.





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.





Recent accounting pronouncements - In January 2010, the FASB issued FASB ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which is now codified under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” This ASU will require additional disclosures regarding transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as a reconciliation of activity in Level 3 on a gross basis (rather than as one net number). The ASU also provides clarification on disclosures about the level of disaggregation for each class of assets and liabilities and on disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. FASB ASU No. 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures requiring a reconciliation of activity in Level 3. Those disclosures will be effective for interim and annual periods beginning after December 15, 2010. The adoption of the portion of this ASU effective after December 15, 2009, as well as the portion of the ASU effective after December 15, 2010, did not have an impact on our consolidated financial position, results of operations or cash flows.




F-12




In April 2010, the FASB issued FASB ASU No. 2010-17, “Milestone Method of Revenue Recognition,” which is now codified under FASB ASC Topic 605, “Revenue Recognition.” This ASU provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. Consideration which is contingent upon achievement of a milestone in its entirety can be recognized as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. A milestone should be considered substantive in its entirety, and an individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated individually to determine if it is substantive. FASB ASU No. 2010-17 was effective on a prospective basis for milestones achieved in fiscal years (and interim periods within those years) beginning on or after June 15, 2010, with early adoption permitted.





If an entity elects early adoption, and the period of adoption is not the beginning of its fiscal year, the entity should apply this ASU retrospectively from the beginning of the year of adoption. This ASU did not have any effect on the timing of revenue recognition and our consolidated results of operations or cash flows.





In December 2010, the FASB issued FASB ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts,” which is now codified under FASB ASC Topic 350, “Intangibles — Goodwill and Other.” This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units’ goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is did not have an impact on our consolidated financial position, results of operations or cash flows.





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.





3. Common Stock Transactions and Reverse Stock Split





During the year ended December 31, 2010, the Company issued 2,566,057 shares of common stock for services that were expensed and valued at $726,733 based upon the closing price of the Company’s common stock at the date of grant.





During the year ended December 31, 2010, the Company issued 46,669 shares of common stock.  The company received $47,504 and $13,500 in cash in the year ended December 31, 2009 and 2010, respectively.  The cash received in the year ended December 31, 2009 was reflected in common stock subscribed at December 31, 2009 in the amount of $47,504.





During the year ended December 31, 2010, the Company granted $4,057,846 in common stock to extinguish debt of $3,153,255 resulting in a loss on extinguishment of debt of $904,591 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.  Only a portion of the total shares were issued during the year.  47,873,503 common shares valued at $3,647,187 were issued during the year ended December 31, 2010.  The remaining 10,833,079 common shares to be issued, with a fair value of $410,659, are recorded in common stock subscribed as of December 31, 2010.





During the year ended December 31, 2010, the Company granted 600,000 shares of common stock as payment to acquire Terra Telecom, Inc.  The fair value of these shares was recorded based on the closing price of the Company’s common stock on the date of closing, resulting in a value of $18,000.  As of December 31, 2010, these shares have not been issued and are recorded in common stock subscribed.





During the year ended December 31, 2010, the Company granted 413,043 shares as payment to acquire Chanwest Resources with a total value of $125,871 based on the closing price of the Company’s common stock at the acquisition date.  As of December 31, 2010, the Company issued 400,000 shares of common stock valued at $95,000.  The remaining $30,871 is recorded as common stock subscribed at December 31, 2010.  The company also recorded $2,000 in other equity for the fair value of the contingent consideration pertaining to the pool of shares set aside for the employees of Chanwest as part of the acquisition.




F-13




On November 9, 2010, the Company affected a 1 share for 50 shares reverse split of its common stock and all amounts have been retroactively adjusted for all periods presented.





During the year ended December 31, 2009, the Company issued 338,847 shares of common stock for services that were expensed and valued at $1,563,986 based upon the closing price of the Company’s common stock on the date of grant.





During the year ended December 31, 2009, the Company received cash in the amount of $47,504 for the promise to issue 25,003 common shares.  This amount was recorded in common stock subscribed as of December 31, 2009.





During the year ended December 31, 2009, the Company issued 157,266 shares of common stock valued $613,566 to extinguish debt of $277,295, resulting in a loss on extinguishment of debt of $336,271.  The shares were valued based upon the closing price of the Company’s common stock at the grant date.  The loss was calculated by subtracting the fair value of the shares granted less the carrying value of the debt that was exchanged.





During the year ended December 31, 2009, the Company issued 344,576 shares of common stock as partial payment to acquire SATCO and M3.  286,416 shares were issued to acquire M3 and 58,160 shares were issued to acquire South Atlantic Traffic Corporation.





In accordance with the make whole provision of the acquisition agreement pertaining to SATCO, $988,720 has been recorded in common stock subscribed for additional contingent consideration that is owed as of December 31, 2009.  The make whole provision provided that the owners of SATCO would be protected from decreases in the stock price of the Company for 1 year subsequent to the acquisition date.  The one year anniversary of the acquisition is November 4, 2010.  As of this date, the total fair value of the amount of contingent consideration owed in common shares is $1,119,580.  In accordance with ASC 805-30-35 pertaining to subsequent measurement of contingent consideration pursuant to a business combination, the additional $130,860 is not recorded due to the fact that this consideration is recorded in equity.  This amount will be recognized upon issuance of the shares in settlement of the amount owed.





During the year ended December 31, 2009 the Company issued 50,000 shares of our common stock as down payment to acquire the Sierra Pipeline. Through the date of this report the Company has been unable to finalize this acquisition and has 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 the year ended December 31, 2009, shareholders of the Company contributed $50,950 of cash to the Company.





During the year ended December 31, 2009, the Company issued warrants for services that were valued at $54,037.





During the year ended December 31, 2009, the Company completed a spinoff of the Firecreek subsidiary. 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.





4. Preferred Stock Series A, B, and C Transactions





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.





During the year ended December 31, 2009, the Company issued 5,000 shares of its Series C preferred stock as additional consideration in the merger with M3.  Due to the fact that M3 did not meet the definition of a business, the acquisition was accounted for at cost basis with no step up in purchase price.





During the year ended December 31, 2010, the Company issued 9,286 shares of its Series C preferred stock to consultants for services rendered.  The value assigned to this issuance is $162,000 based on an estimate of the fair market value on the issuance date.  The holders of Series C preferred stock represent a controlling voting interest in the Company.  As a result, a determination of the control premium was determined to estimate the value of the shares.  The control premium is based on publicly traded companies or comparable entities which have been recently acquired in arm’s length transactions.  The Company performed the valuation with the assistance of a valuations expert.




F-14




5. Fixed Assets - Net





The following is a detailed list of fixed assets:





12/31/2010


12/31/2009Property and Equipment

$ 539,970


$ 109,488Oil and gas properties – proved reserves


163,500



163,500Well equipment


61,500



61,500Asset Retirement Obligation


5,368



4,337Accumulated depreciation & depletion


(38,278
)


(64,506
)Fixed assets- net

$
732,060


$
274,319





During the year ended December 31, 2010, the Company acquired $539,970 in property and equipment related to the acquisition of Chanwest Resources.





During the year ended December 31, 2009 the Company exchanged an automobile with a net book value of $51,028 and $8,462 in cash for our reclass of the note payable related to this automobile of $57,462.





Depreciation expense was $56,344 and $5,039 for the year ended December 31, 2010 and 2009, respectively.  During the year ended December 31, 2010, $38,278 in depreciation pertained to the assets pertaining to the acquisition of Chanwest Resources and $18,066 pertained to the assets held for sale pertaining to the disposition of SATCO.





6.  Options & Warrants Outstanding





All options and warrants granted are recorded at fair value using a Black-Scholes model at the date of the grant for those warrants issued during the year ended December 31, 2009.   There is no formal stock option plan for employees.  The warrants issued during the year ended December 31, 2010 were included in the fair value calculation of the derivative liability.  This is due to the fact that an embedded derivative existed during this fiscal year that tainted the equity environment, causing all dilutive securities to be included in the derivative liability.





A listing of options and warrants outstanding at December 31, 2010 and 2009 is as follows.  Option and warrants outstanding and their attendant exercise prices have been adjusted for the 1 for 50 reverse split of the common stock discussed in Note 3.





Amount


Weighted Average Exercise Price


Weighted Average Years to MaturityOutstanding at December 31, 2008


3,576


$
72.00000



1.61Issued


130,000Exercised


(2,250
)Expired


0Outstanding at December 31, 2009


131,326


$
59.26



2.89Issued


519,262Exercised


0Expired


(1,326
)Outstanding at December 31, 2010


649,262


$





During the  year ended December 31, 2010, the Company granted two consulting firms a three year warrant agreement in representing the aggregate amount of 181,751 cashless warrants calculated as of December 31, 2010 and based on vesting date of September 1, 2010.  During the fourth quarter of the year ended December 31, 2010, an additional 337,511 cashless warrants were issued to these consultants.  The warrants expire two and one half (2.5) years from the date of vesting.  Each of the agreements allows the Holder of the options to be able to purchase .5% of the Company’s common stock for each $10,000 in consulting services provided.  A total of $180,000 in consulting services have been provided as of December 31, 2010.  The agreements also cap the total of the fair market value of the shares to be given at $150,000 per consulting firm, for a total cap of $300,000.  The value of these warrants are included in the derivative liability at December 31, 2010.




F-15




During the years ended December 31, 2010, 1,326 of the Company’s options/warrants have expired.





During 2009 the Company granted 130,000 warrants. 10,000 warrants were granted to a consultant pursuant to an advisory agreement with an exercise price of $50.00 per share, 3 year term, an estimated 95% volatility and an estimated fair value of $7,934.  120,000 warrants were granted to continue to try and improve our relationship with our debt holders. There were two issuances of 60,000. The first issuance included an exercise price of $50.00 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 $62.50 per share, 3 year term, an estimated 95% volatility and an estimated fair value of $20,553.





The estimated total value of the warrants that was expensed during the year ended December 31, 2010 was $54,037.





7. Acquisition of M3 Lighting, Inc. (M3),  South Atlantic Traffic Corporation (SATCO), Redquartz LTD (RQTZ), and Chanwest Resources, Inc. (CWR)





For the year ended December 31, 2010





i)
On March 3, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Redquartz LTD (“Sellers” or “RQTZ”), a company formed and existing under the laws of the country of Ireland, whereas the Company agreed to issue 2,000 shares of its restricted common stock valued at USD $2,500 in exchange for 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of RQTZ. All assets and liabilities, other than the Shareholder Notes Payable, of the RQTZ were transferred to the prior owners of Redquartz. The Notes Payable represent a debt burden to RQTZ of USD $4,464,262. This obligation is based in Euros and converted to our functional currency the dollar. Redquartz LTD was inactive in the year ended 2010 and had no income and expense that would affect the financial statements of the Company and therefore no pro-forma is necessary. The transaction value was recorded to APIC due to the related party nature of this Agreement.





ii)
On June 11, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Chanwest Resources, Inc., (“Chanwest or CWR”) a Texas corporation, whereas the Company agreed to issue 400,000 shares of its restricted common stock valued at USD $95,000, in exchange for 100% of the issued and outstanding shares of common stock, with a no par value designation per share, of CWR. All assets and liabilities, other than the Shareholder Notes Payable, of the CWR were retained by the Company via ownership of the subsidiary unit in the initial amount of $252,161. Chanwest Resources, Inc. was essentially inactive in the year ended 2010 having a minor amount of income and expense that would substantially affect the financial statements of the Company, however we have elected to include a pro forma result with this report for the nine month period ended December 31, 2010, and none for 2009 as Chanwest was just then incorporated in November 2009.





The Agreement calls for the following material terms:





I.
Purchase of Stock and Purchase Price





1.
The Company agreed to pay to the Sellers aggregate consideration delivery of:





(a) 413,053 shares of the Company’s common stock issued to the Sellers pro rata based on their ownership in Chanwest representing $125,871 in value.





II.
Purchase Price Adjustment Mechanism





1.
Of the shares to be issued to Sellers by the Company, ten percent (10%), or 45,894 shares shall be held back and not issued for a period of one hundred twenty (120) days from Closing (the “holdback period”) and shall thereafter be issued to Seller subject to the following conditions having been met within the holdback period.





(a) The generation of gross revenues to Chanwest of a minimum of $24,000 per week during the holdback period ($384,000 revenue target in total) with such revenues being derived from and produced by the activities of Mr. David Killian pursuant to the Employment Agreement described in Section 6.3 of the Agreement.





III.
Working Capital Requirement





1.
The Purchaser shall further provide working capital in the amount of One Hundred Twenty Five Thousand $125,000 with $70,000 due upon execution of the Agreement and $55,000 due within 30 days thereof or as mutually agreeable in writing signed by the parties hereto.





IV.
Employee Bonus Pool





F-16




1.
A pool of shares of the Registrants common stock, the amount to be agreed upon by both the Purchaser and Seller but not to exceed 10,000 shares or more than .5% (one half of one percent) of the Purchasers stock, whichever is lesser, shall be made available for distribution to employees of the Corporation at the first anniversary of the Closing in an incentive stock option plan for the benefit of certain employees of the Companies designated by the Sellers, with an exercise price not to exceed one hundred and ten percent market price on date of issuance. The pool of shares will be determined to be available based on the Corporations ability to earn a minimum of $300,000 before interest, taxes, depreciation and amortization.





A breakdown of the purchase price for Chanwest (CWR) is as follows:





Common stock issuance

$
125,871Contingent holdback shares


10,234Contingent employee bonus pool


2,000Total purchase price


138,105





Final Purchase Price Allocation:





Current assets

$
423Property, plant and equipment


226,598Customer base


24,000Non-Compete


7,000Assumed liabilities


(130,594
)Goodwill


10,678Total purchase price

$
138,105





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 years below.





EGPI


ChanwestFirecreek,


Resources,Inc.


Inc.Year


YearEnding


Ending31-Dec-10


31-Dec-10


Adj.


CombinedRevenuesSales

$
0


$
89,638


$
-


$
89,638Cost of goods sold


0



46,927



-



46,927Gross profit


0



42,711



-



42,711Operating expensesSelling, general and administrative


2,059,930



87,491



-



2,147,421Depreciation


-



-



-



-Total operating expenses


2,059,930



87,491



-



2,147,421Net income {loss) from operations


(2,059,930
)


(44,780
)


-



(2,104,710
)Other income (expenses):Impairment expense


(30,904
)


-



-



(30,904
)Loss on retirement of debt


(656,192
)


-



-



(656,192
)Gain (loss) on derivatives


(533,846
)


-



-



(533,846
)Interest expense, net


(236,992
)


-



-



(236,992
)Total other income (expenses)


(1,457,934
)


-







(1,457,934
)Net income (loss) before provision for income taxes


(3,517,864
)


(44,780
)


-



(3,562,644
)Provision for income taxes


-



-



-



-Net income (loss) from continuing operation


(3,517,864
)


(44,780
)


-



(3,562,644
)Loss on discontinued operations


(899,036
)










(899,036
)Net income (loss)

$
(4,416,900
)

$
(44,780
)

$
-


$
(4,461,680
)Basic & fully diluted loss per shareBasic income (loss) per share –continuing operations













$
(0.30
)Basic income (loss) per share –discontinued operations













$
(0.08
)Basic income (loss) per share













$
(0.38
)Weighted average of common shares outstanding:Basic & fully diluted














11,788,781





For the year ended December 31, 2009





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 not having ongoing operations as a development stage company and not meeting the definition of a business. We gave 286,416 shares of our common stock to acquire M3. No pro-forma is necessary as given the development stage nature of this Company the results of our operations would not materially change had the acquisition occurred at the beginning of the prior year.





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) (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.





(c) 58,160 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 58,160 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-17




(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





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.





F-18




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





7. Income Tax Provision





Deferred income tax assets and liabilities consist of the following at December 31, 2010 and 2009:





2010


2009Deferred Tax asset

$
1,434,863


$
608,644Valuation allowance


(1,434,863
)


(608,644
)Net deferred tax assets


0



0





The Company estimates that it has an NOL carryfoward of approximately $4,099,608 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, 2003 to December 31, 2010 may be subject to IRS audit.





8. Related Party Transactions





Through May 31, 2009 the Secretary of EGPI Firecreek, Inc provided office space for the Company’s Scottsdale office free of charge.  June 1, 2009 Energy Producers, Inc, a 100% owned subsidiary of the Company entered into a month to month lease for the same office space at a rate of $1,400 per month.  There remains an unpaid balance of $2,010 at December 31, 2010.





In addition Energy Producers Inc. also has an Administrative Service Agreement with Melvena Alexander, CPA , which is 100% owned by Melvena Alexander, officer and shareholder of the Company, to provide services to the Company.  The agreement is an open-ended , annually renewable contract for payments of $4,600 per month.  The contract is currently in force with a balance due of $25,600 at December 31, 2010.





The Company had a Service Agreement with Global Media Network USA, Inc. a company 100% owned By Dennis Alexander, to provide the services of Dennis Alexander to the Company.  The contract terminated May 31, 2009 and there is an outstanding balance of $50,000 at December 31, 2010.





The above referenced contract was superseded by a month-to-month contract between Energy Producers, Inc., a 100% owned subsidiary of the Company, and Dennis Alexander, an officer and director of the Company, at a monthly payment of $15,000.  There was a balance due on this contract of $158,200 at December 31, 2010.




F-19




The Company had a Service Agreement with Tirion Group, Inc., which was owned by Rupert C. Johnson, a former director of the Company.  The contract was terminated in 2007 and Mr. Johnson severed his connection to the Company in 2008.  However, there is unpaid balance of $43.000 remaining at December 31, 2010.





During 2010, Robert Miller, a director of the Company, made unsecured, non-interest bearing advances to M3 Lighting, Inc. a 100% owned subsidiary of the Company, for working capital of $3,588 which remains unpaid at December 31, 2010.





During 2010, unsecured, non-interest bearing advances for working capital were made to South Atlantic Traffic Corporation, a 100% owned subsidiary of the Company, by some of it’s officers and directors. These advances have not yet been repaid and at December 31, 2010 the following were owed:  Michael Kocan - $150,685;   Robert Miller - $10,000 and Bob Joyner - $21,700.





South Atlantic Traffic Corporation also paid monthly car allowances of $1,200 to its officers in 2010. Balances still owing at December 31, 2010 are $21,752 to Stewart Hall, Vice President and $31,123 to Bob Joyner, Chairman.





April 1, 2010 the Company signed a 9% unsecured note with Bob Joyner an officer and shareholder, for $27,000.  The note matures June 30, 2011, and the unpaid balance at December 31, 2010 was $21,700.





Chanwest Resourses, Inc, a 100% owned subsidiary of the Company billed Petrolind Drilling, Inc a company in which David Taylor, a director and share holder of the Company, has a substantial interest.  The invoice of $14,835 was still outstanding at December 31, 2010.





Willoil Consulting, LLC also gave unsecured non-interest bearing advances to Chanwest Resourses, Inc. of $15,092.  Willoil Consulting, LLC. is a company in which David Taylor is a managing member with 80% control. The funds have not been repaid as of December 31, 2010.





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, directors and shareholders, David H. Ray, Director and Executive Vice President and Treasurer of the Company since May 21, 2009 and Brandon D. Ray Director and Executive Vice President of Finance of the Company, 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 was billed at the rate of $20,833.33 per month. The ASA contract was canceled June 8, 2010. During the twelve months ending December 31, 2010, the Company paid $51,000 to SPC, with a balance payable due in the amount of approximately $82,058.





As discussed in Note 7 On March 3, 2010, the Company acquired Redquartz LTD, a company formed and existing under the laws of the country of Ireland, and subscribed for issuance of 2,000 shares of its restricted common stock valued at USD $2,500 in exchange for 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of RQTZ. All assets and liabilities, other than the Shareholder Notes Payable, of the RQTZ were transferred to the prior owners of Redquartz. The Notes Payable then represented a debt burden to RQTZ of USD $4,464,262. This obligation is based in Euros and converted to our functional currency the dollar. Redquartz LTD was inactive in the first quarter of 2010. The transaction value was recorded to APIC due to the related party nature of this Agreement.





9. Notes Payable





At December 31, 2010, the Company was liable on the following Promissory notes:





(See notes below to the accompanying table)





Date of



Date Obligation

Interest


Balance DueObligation

Notes

Matures

Rate (%)


12/31/10 ($)9/17/2009

5

9/17/2010

12


$
11,6915/29/2009

5

9/17/2010

12
*


26,6549/17/2009

5

9/17/2010

18
*


3,30311/4/2009

12

11/4/2012

9



98,39111/4/2009

12

11/4/2012

9



98,39111/4/2009

12

11/4/2012

9



98,3915/30/2010

3

12/31/2011

8



834,7983/1/2010

10

See footnote 10

0



180,0004/1/2010

4

6/30/2011

9



21,7007/26/2010

6

7/26/2012

10



165,0008/10/2010

7

8/10/2012

10



35,0008/25/2010

8

5/23/2011

8



50,00012/1/2010

9

9/3/2011

8



40,0008/3/2010

1

8/3/2012

9



153,0462/18/2010

4

12/1/2010

4



128,0002/15/2010

4

2/15/2010

8



364,3923/3/2010

11

3/31/12

10



1,631,372$
3,777,565,Unamortized Discount









(245,510)Total









3,532,055








* Compounded





Notes:





Other than as described at Notes 1, 2, 6, 7 and 8 none of the other notes had conversion options.





Note 1: On January 15, 2010, the Company issued an $86,000 Convertible Promissory Note (“Convertible Note”) and a registration rights agreement (“RRA”) to an investor for making a $1,000,000 cash loan.  The Convertible Note has no specified interest rate and was scheduled to mature six months from the closing date.  At the investor’s option, the outstanding principal amount, including all accrued and unpaid interest and fees, may be converted into shares of common stock at the conversion price, which is 75% of the lower of (a) $0.08 per share; or (b) the lowest three-day common stock volume weighted average price during the prior twenty business days. In addition, if the Company sells common shares or securities convertible into common shares, the Conversion Price shall become the lower of: (a) the conversion price in effect immediately prior to the sale of securities; or (b) the conversion price of the securities sold.





The RRA provides both mandatory and piggyback registration rights.  The Company was obligated to (a) file a registration statement for 40,000 common shares (subject to adjustment) no later than 14 days after the closing date, and (b) have it declared effective no later than the earlier of (i) five days after the SEC notifies the Company that it may be declared effective or (ii) 90 days from the closing date.  The Company was obligated to pay the investor a penalty of $100 for each day that it is late in meeting these obligations. The Company’s registration statement was filed late and on March 18, 2010 it was withdrawn.





Upon occurrence of an Event of Default (various specified events), the Lender may (a) declare the unpaid principal balance and all accrued and unpaid interest thereon immediately due and payable; (b) at anytime after January 31, 2010, immediately draw on the LOC to satisfy EGPI’s obligations; and (c) interest will accrue at the rate of 18%.





Upon occurrence of a Trigger event: (a) the outstanding principal amount will increase by 25%; and (b) interest will accrue at the rate of 18%. The Trigger Event effects shall not be applied more than two times. There are various Trigger Events, including (a) the five-day common stock VWAP declines below $0.04; (b) the ten-day average daily trading volume declines below $5,000; (c) a judgment against EGPI in excess of $100,000; (d) failure to file a registration statement on time; (e) failure to cause a registration statement to become effective on time; (f) events of default; and (g) insufficient authorized common shares.





During the first quarter of 2010, the Company tripped two trigger events and incurred resulting penalties and incremental debt obligation. These events increased the outstanding principal amount of the Convertible Note by approximately $22,000 and $27,000 of trigger penalties.





It was determined that the Convertible Note’s conversion option, plus other existing equity instruments (warrants outstanding; see Notes 2 and 7 below) of the Company, were required to be (re)classified as derivative liabilities as of January 15, 2010, because (a) the Convertible Note provides conversion price protection; and (b) the quantity of shares issuable pursuant to the conversion option is indeterminate.  The conversion option and the related instruments were initially valued at $63,080 (expected term of 0.5 years; risk-free rate of 0.15%; and volatility of 95%) and this amount was recorded as a note discount and derivative liability. The derivative liabilities were then marked to the market to an aggregate value of $16,158 (expected term of 0.3 years; risk-free rate of 0.16%; and volatility of 95%) at December 31, 2010.





On May 12, 2010, the parties to the Convertible Note executed a Waiver of Trigger Event, which stipulated: (1) the principal outstanding on the Convertible Note was fixed at $147,500 as of May 12, 2010; (2) the remaining impact of the trigger events and failure to register the shares was waived; (3) the interest rate was reset at 9%; (4) the number of shares issuable under the conversion option was capped at 150 million shares; (5) the repricing provision of the conversion option was eliminated; and (6) the maturity date of the note was revised to August 15, 2010.  In addition, if the market price of the Company’s common stock declines such that the conversion option would be capped at the agreed 150 million shares, the repayment date is accelerated and the outstanding balance on the note is immediately due and payable.  As a result of the above, the conversion option and related instruments were revalued as of May 12, 2010 and were reclassified to paid-in-capital (equity) in the amount of $50,303 (expected term of 0.3 years; risk-free rate of 0.16%; and volatility of 95%).





Effective August 3, 2010 the Company entered into a Promissory Note in the amount of $153,046 with an entity that had acquired and then exchanged the Debt described above. The terms of the Promissory Note are for 8% interest, with principal and interest all due on or before August 3, 2012.




F-20




Note 2: On December 22, 2009, we also issued $150,000 of notes that will become convertible only upon an Event of Default. The Company evaluated these notes and determined that: (1) the conversion option was eligible for a scope exception for bifurcation from the note; and (2) since the note is contingently convertible and not currently substantive, the beneficial conversion feature would not be recognized unless the conversion option was triggered. While the notes weren’t repaid until July 2010, there was no Event of Default.  As of December 31, 2010, these notes have a zero balance.





The Company also granted 120,000 warrants to these note holders as noted previously in these footnotes. Initially, the warrants received equity treatment.  However, because the shares issuable pursuant to the conversion option on the January 15, 2010 Convertible Note were indeterminate from January 15, 2010 until May 12, 2010, these warrants were reclassified from equity to derivative liabilities as of January 15, 2010 and back to equity as of May 12, 2010. Because the shares issuable pursuant to the conversion option on the July 26, 2010 Convertible Note (see Note 6) are indeterminate these warrants were reclassified again from equity to derivative liabilities as of July 26, 2010 and remain classified as part of the derivative liability as of December 31, 2010.





The December 22, 2009 values of the warrants (expected term of 3.0 years; risk-free rate of 1.48%; and volatility of 95%) were $45,413 and, after adjusting for the relative fair values of the notes and the warrants, a $34,859 note discount was recorded and classified as paid-in-capital (equity).  The note discount was amortized using the interest method over the six month duration of the Convertible Note and interest expense of $34,859 was recognized during the year ended December 31, 2010





The January 15, 2010 value of the warrants (expected term of 2.9 years; risk-free rate of 1.44%; and volatility of 95%) of $20,384 was reclassified from paid-in-capital (equity) to derivative liabilities.  The May 12, 2010 value of the warrants (expected term of 2.6 years; risk-free rate of 1.15%; and volatility of 95%) of $162 was reclassified from derivative liabilities to paid-in-capital (equity). The July 26, 2010 value of the warrants (expected term of 2.4 years; risk-free rate of 0.80%; and volatility of 95%) of $6 was reclassified from paid-in-capital (equity) to derivative liabilities.  The December 31, 2010 value of the warrants (expected term of 2.2 years; risk-free rate of 0.53%; and volatility of 95%) was marked to the market as immaterial.  For the year ended December 31, 2010, the Company recorded a $20,228 benefit on the statement of operations, associated with the change in the value of the derivative liabilities.





Note 3: For the year ended December 31, 2010, we have received cash proceeds for these debt obligations of $721,516 for a total balance of $834,798 remaining due and repaid $7,300.





Note 4: For the year ended December 31, 2010 we have additional debt obligations of $21,700, $128,000 and $364,392 owed totaling in the aggregate, $514,092.





Note 5:  During 2009 we received cash proceeds for the aggregate amount of $41,648, which is payable in principal and interest with rates ranging from 12-18%.





Note 6: On July 26, 2010, we issued a $165,000 secured convertible promissory note that is convertible at the election of the holder any time after issuance, or upon an Event of Default, or when due in 24 months on July 26, 2012. While the notes have not yet become due or repaid, there was no Event of Default as of December 31, 2010, or thereafter. The Company evaluated the note and determined that the shares issuable pursuant to the conversion option were indeterminate and therefore this conversion option and all other dilutive securities would be classified as a derivative liability as of July 26, 2010. This note also contains conversion price reset provisions which also factor into the derivative value.  The July 26, 2010 value of the conversion option (expected term of 2.0 years; risk-free rate of 0.62%; and volatility of 95%) of $165,000 was recorded as a note discount, to be amortized over the life of the note, and derivative liability.  For the twelve months ended December 31, 2010, the Company recognized note discount amortization of $15,881.  The discount is amortized using the effective interest method.





Note 7: On August 10, 2010, we issued a $35,000 convertible promissory note that is convertible at the election of the holder any time after issuance, or upon an Event of Default, or when due in 24 months on August 10, 2012. While the notes have not yet become due or repaid, there was no Event of Default as of December 31, 2010, or thereafter. The Company evaluated the note and determined that, because the shares issuable pursuant to the July 26, 2010 convertible note are indeterminate, the conversion option associated with this note is deemed to be a derivative liability.  This note also contains conversion price reset provisions which also factor into the derivative value.  The August 10, 2010 value of the note of $35,000 (expected term of 2.0 years; risk-free rate of 0.52%; and volatility of 95%) was recorded as a note discount, to be amortized over the life of the note, and derivative liability.  For the twelve months ended December 31, 2010, the Company recognized note discount amortization of $3,369.  The discount is amortized using the effective interest method.





Note 8: On August 25, 2010, we issued a $50,000 convertible promissory note that is convertible at the election of the holder any time after issuance, or upon an Event of Default, or when due in 9 months on May 23, 2011. While the notes have not yet become due or repaid, there was no Event of Default as of December 31, 2010, or thereafter.  The Company evaluated the note and determined that, because the shares issuable pursuant to the July 26, 2010 convertible note are indeterminate, the conversion option associated with this note is deemed to be a derivative liability. This note also contains conversion price reset provisions which also factor into the derivative value.  The August 25, 2010 value of the note (expected term of 0.7 years; risk-free rate of 0.22%; and volatility of 95%) of $50,000 was recorded as a note discount, to be amortized over the life of the note, and derivative liability. For the twelve months ended December 31, 2010, the Company recognized note discount amortization of $20,796.  The discount is amortized using the effective interest method.




F-21




Note 9: On December 1, 2010, we issued a $40,000 convertible promissory note that is convertible at the election of the holder any time after issuance, or upon an Event of Default, or when due in 9 months on September 3, 2011. While the notes have not yet become due or repaid, there was no Event of Default as of December 31, 2010, or thereafter.  The Company evaluated the note and determined that, because the shares issuable pursuant to the July 26, 2010 convertible note are indeterminate, the conversion option associated with this note is deemed to be a derivative liability. This note also contains conversion price reset provisions which also factor into the derivative value.  The December 1, 2010 value of the note of $40,000 was recorded as a note discount, to be amortized over the life of the note, and derivative liability.  For the twelve months ended December 31, 2010, the Company recognized note discount amortization of $4,444.  The discount is amortized using the effective interest method.





Note10:  On March 1, 2010, we issued non-interest bearing, convertible notes for services, renewable annually until paid through conversions.  The total debt owing under these agreements is $180,000, which is composed of two $90,000 debts owed to two professional service firms.  These notes can be converted at 50% of the closing price of the stock on the day preceding the conversion date.  The Company evaluated the note and determined that, because the shares issuable pursuant to the July 26, 2010 convertible note are indeterminate, the conversion option associated with this note is deemed to be a derivative liability.





Note11:  For the period ended December 31, 2010 we have additional balance on debt obligations owed totaling $1,631,372, related to the acquisition of a subsidiary in March 2010.





Note 12:  Promissory notes totaling $295,173, which were issued in conjunction with the acquisition of SATCO.





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





Other previously issued warrants to purchase 11,326 shares of common stock were reclassified from equity to derivative liabilities upon the issuance of the January 15, 2010 Convertible Note, on account of the indeterminate nature of the number of shares to be issued pursuant to the conversion option.  Those same warrants were reclassified back to equity from derivative liabilities upon the May 12, 2010 execution of the Waiver of Trigger Event. During June 2010, warrants to purchase 1,326 shares expired. Warrants to purchase 10,000 shares of common stock were reclassified from equity to derivative liabilities upon the issuance of the July 26, 2010 Convertible Note.  The value of the warrants on each of those dates was negligible. As of December 31, 2010, the values of these warrants continue to be negligible and are included in the derivative liability.





During the year ended December 31, 2010, the Company extinguished $342,648 of promissory notes owed to several related parties by issuing stock valued at $573,048, resulting in a loss of $230,400 on the transaction.





10.  Capital Lease Obligation





During the year ended December 31, 2010, the Company entered into a lease for equipment which included the promise to make monthly payments of $5,000 for 12 months with a bargain purchase option at the end of the lease.  This lease is accounted for as a capital lease in which the present value of the future payments is recorded as a liability of $56,872.  The discount rate is 10%.  As of December 31, 2010, there were no payments made on this lease and the entire balance is classified as a current liability.





11. Derivative Liability





The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative.  Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815.  According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional interest expense at issuance date.





Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair value of derivatives” in the consolidated statement of operations.  As of December 31, 2010, the fair value of the embedded derivatives included on the accompanying consolidated balance sheet was $823,846.  During the year ended December 31, 2010, the Company recognized a loss on change in fair value of derivative liability totaling $533,846.  Key assumptions used in the valuation of derivative liabilities associated with the convertible notes at June 30, 2010 were as follows:





·
The stock price would fluctuate with an annual volatility ranging from 264% to 520% based on the historical volatility for the company.


·
An event of default would occur 5% of the time, increasing 0.10% per quarter.


·
Alternative financing for the convertible notes would be initially available to redeem the note 0% of the time and increase quarterly by 1% to a maximum of 20%.


·
The trading volume would average $265,308 to $291,990 and would increase at 1% per quarter.


·
The holder would automatically convert the notes at a stock price of the greater of the initial exercise price multiplied by two and the market price for the convertible notes if the registration was effective and the company was not in default.




F-22




The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The embedded derivatives that were analyzed and incorporated into the model included the conversion feature with the full ratchet reset, and the redemption options.





The components of the derivative liability on the Company’s balance sheet at December 31, 2010 and 2009 are as follows:





12/31/2010


12/31/2009Embedded conversion features - convertible promissory notes


820,400



-Common stock warrants


3,446



-823,846



-





12.  Intangible Assets





The company had the following intangible assets recorded as of December 31, 2010 and 2009.





Balance











Balance12/31/2009


Additions


Deletions


Impairment


12/31/2010SATCOTrade name


661,000



-



-



-



661,000Customer Relationships


163,000



-



-



-



163,000Accum. Amort. - Intangibles


(11,140
)


(69,440
)


-



-



(80,580
)ChanwestCustomer Base


-



24,000



-



(24,000
)


-Non-Compete


-



7,000



-



(7,000
)


-Accum. Amort. - Intangibles


-



(4,161
)


-



4,161



-812,860



(42,601
)


-



(26,839
)


743,420





13.  Asset Retirement Obligation (ARO)





The ARO is recorded at fair value and accretion expense is recognized as the discounted liability is accreted to its expected settlement value.  The fair value of the ARO liability is measured by using expected future cash outflows discounted at the Company’s credit adjusted risk free interest rate.





Amounts incurred to settle plugging and abandonment obligations that are either less than or greater than amounts accrued are recorded as a gain or loss in current operations.  Revisions to previous estimates, such as the estimated cost to plug a well or the estimated future economic life of a well, may require adjustments to the ARO and are capitalized as part of the costs of proved oil and natural gas property.





The following table is a reconciliation of the ARO liability for continuing operations for the twelve months ended December 31, 2010 and 2009:





12/31/2010


12/31/2009Asset retirement obligation at the beginning of period


4,337



-Liabilities incurred


-



4,337Revisions to previous estimates


1,031



-Dispositions


-



-Accretion expense


-



-Asset retirement obligation at the end of period


5,368



4,337





14.  Discontinued Operations





On March 14, 2011, the Company entered into and completed a definitive Stock Purchase Agreement whereby EGPI Firecreek, Inc. would sell 100% of the common shares of SATCO to Distressed Asset Acquisitions, Inc.





The consideration being paid by Distressed Asset Acquisitions, Inc. consists of a $50,000 in the form of a promissory note (the “Purchase Price”).  The promissory note is to be paid to the Company on or before March 14, 2012 in lawful money of the United States of America and in immediately available funds the principal sum of $50,000, together with interest on the unpaid principal of this Note from the date hereof at the interest rate of Nine Percent (9%). The Note can be extended for one additional twelve month period.  The estimated gain on disposal is $716,889 and will be recognized in the financial statements on the disposal date.  The assets held for sale remain recorded at carrying value in the financial statements due to the fact that fair value of the consideration received exceeded the carrying value.




F-23




Please refer to the Form 8-K filed with the SEC on March 18, 2011.





The results of discontinued operations is a net loss of $899,036 and $1,149,998 for the years ended December 31, 2010 and 2009.





All assets and liabilities of SATCO are segregated in the balance sheet and appropriately labeled as held for sale.





15.  Professional Service Agreements





On March 1, 2010, the Company entered into two professional service agreements (the “Agreements”) which are intended to be automatically renewable annually.  Aggregate fees pursuant to the Agreements are comprised of (a) $20,000 in cash per month which has been accrued through the period ended December 31, 2010; (b) a one-time issuance of 120,000 shares of restricted common stock; and (c) three-year options, which vest six months from the grant date, to purchase for $20,000 the lower of (i)  shares of common stock representing 1% of the Company’s outstanding common stock; or (ii) shares of common stock representing a fair market value of $150,000.  In addition, the vendors are entitled to convert any unpaid cash fees into common stock at a 50% discount to the fair market value of the stock on the date of conversion.





The March 1, 2010 value of the options of $440 (expected term of 2.9 years; risk-free rate of 1.02%; and volatility of 95%) was recorded as general administration expense and a derivative liability due to the issuance of the January 15, 2010 Convertible Note.  The May 12, 2010 value of the options of $9,068 (expected term of 2.8 years; risk-free rate of 1.27%; and volatility of 95%) was reclassified from derivative liabilities to paid-in-capital (equity). The July 26, 2010 value of the options of $12,214 (expected term of 2.6 years; risk-free rate of 0.80%; and volatility of 95%) was reclassified from paid-in-capital (equity) to derivative liabilities.  The December 31, 2010 value of the options is adjusted to fair value along with all other securities included in the derivative liability calculation.





16. Concentrations and Risk




Customers




During the year ended December 31, 2010, revenue generated under the top five customers accounted for 81% of the Company’s total revenue. For the year ended December 31, 2010, three customers accounted for 72% 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 47% of its products from one manufacturer in the United States for the year ending December 31, 2010. Concentration with a single or a few manufacturers may expose the Company to the risk of substantial losses if a single dominant manufacturer stops conducting business with the Company.




17. 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.





In April 2010 we received a lawsuit on behalf of our SATCO subsidiary whereas Acuity Brands Lighting Inc. (“Acuity”) is seeking a judgment to collect amounts owed to Acuity by SATCO. Bob Joyner, Stewart Hall and Michael Hunter were also named on the lawsuit as each of the previous owners of SATCO had personal guarantees contained in the agreement between Acuity and SATCO. The previous owners of SATCO were indemnified for the personal guarantees in the Stock Purchase Agreement between the Company and SATCO.





In July 2010 we received a lawsuit notice on behalf of our SATCO subsidiary whereas Pelco Products, Inc. (“Pelco”) is seeking a judgment to collect amounts owed it from SATCO in the total aggregate amount of $26,229, and subsequent thereto a Default Journal Entry of Judgment was filed on September 3, 2010. There are no material differences in the amount accrued and the default judgment.





In May 2010 we received a lawsuit on behalf of our SATCO subsidiary whereas Targetti Poulsen USA, Inc. (“Poulsen”) is seeking a judgment to collect amounts owed to Poulsen by SATCO. Southeast Underground Utilities Corp. (“SE Underground”) was also named on the lawsuit as SE Underground is a customer of SATCO and had failed to pay SATCO for materials ordered from Poulsen. Management is confident that this matter will be resolved ultimately in SATCO’s favor and since we do not believe we are at fault or liable, we intend to vigorously defend our position. On August 16th, 2010 a default and final judgment was awarded to Targetti Poulsen in the amount of $266,189. Due to the nature of this claim and Southeast Underground's blatant non-payment to SATCO for amounts owed, it is management's belief that the Company is not liable and is currently exploring all appeal opportunities and processes. There are no material differences in the amount accrued and the judgment amount.




F-24




In August 2010 the Company received a lawsuit notice on behalf of our SATCO subsidiary whereas Bison Profab, Inc. (“BPI”) is seeking a judgment to collect amounts owed it from SATCO. On October 12, 2010 BPI filed a motion for a No-Answer Default Judgment on SATCO and the Company for failure to answer in the amount of approximately $27,710.28. On November 29, 2010 EGPI Firecreek, Inc., along with its wholly-owned subsidiary South Atlantic Traffic Corp., engaged legal counsel located in Texas to begin negotiations for a settlement in this matter. In January 2011, a settlement was reached between the parties whereas monthly payments of $3,333.33 are to be made to BPI to payoff the remaining balance owed. To date, $6,666.66 in payments have been paid towards the balance of the settlement.





In October 2010 we received notice of a lawsuit filed against the Company by St. George Investments LLC relating to certain Agreements entered on January 15th, 2010 by EGPI Firecreek Inc. and St. George Investments LLC which include: i) Note Purchase Agreement, ii) Convertible Promissory Note, iii) Judgment by Confession and iv) Registration Rights Agreement. St. George Investments LLC believes that EGPI Firecreek is in breach of terms agreed upon pursuant to the aforementioned agreements and is seeking damages totaling $262,584.61 (includes principal, interest and all penalties/fees pursuant to plaintiff's initial disclosures dated 3/28/11). EGPI Firecreek's management is confident that the Company is not liable and intends to defend this matter vigorously. Additionally, the Company is currently exploring counter-suit options for claims against potential damages caused by St. George Investments LLC to the company as a result of this transaction.





In November 2010, EGPI Firecreek, Inc. and South Atlantic Traffic Corp. received a lawsuit notice from two of the former owners of SATCO, Mr. Jesse Joyner and Mr. James Stewart Hall. Mr. Joyner and Mr. Hall have subsequently resigned from their positions with the company. On December 17, 2010, EGPI Firecreek, Inc. filed its answer to the claim and filed a counterclaim against Mr. Joyner and Mr. Hall. It is management's position that the Company is not liable and is currently exploring all defense and counter-suit options, and the Company will vigorously defend its position.




In October 2010, SATCO, a wholly owned subsidiary of the Company, received a lawsuit whereas Union Metal Corporation (“Union Metal”) is seeking a judgment to collect amounts owed to Union Metal by SATCO in the amount of $760,153.94. A default judgment was granted to Union Metal in October 2010. In November 2010, SATCO made $322,755.31 in payments to Union Metal.




SATCO will vigorously defend the case and believes there was tortuous interference with a contractual relationship which further involved business defamation, and extortion.





As noted in our business combination footnote our SATCO acquisition contained certain make whole provisions that may impact us in the future.  In accordance with the make whole provision of the acquisition agreement pertaining to SATCO, $988,720 has been recorded in common stock subscribed for additional contingent consideration that is owed as of December 31, 2009.  The make whole provision provided that the owners of SATCO would be protected from decreases in the stock price of the Company for 1 year subsequent to the acquisition date.  The one year anniversary of the acquisition is November 4, 2010.  As of this date, the total fair value of the amount of contingent consideration owed in common shares is $1,119,580.  In accordance with ASC 805-30-35 pertaining to subsequent measurement of contingent consideration pursuant to a business combination, the additional $130,860 is not recorded due to the fact that this consideration is recorded in equity.  This amount will be recognized upon issuance of the shares in settlement of the amount owed.





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.





In July 2010 our Chanwest Resources, Inc. subsidiary operation (“CWR”) entered into a purchase lease agreement with Circle D Trucking of Texas which includes a right to purchase the leased equipment valued at $164,500.





18. 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 On February 22 2010 SATCO management submitted written notification to Benfactor Funding Corp. as required in Section 11(a) of the agreement initiating the termination of the Factoring Agreement entered into in October 2009.  Pursuant to the 60- day required notice the relationship was effectively terminated on April 23, 2010 (or April 25, 2010 which was the  next business day).  On March 10, 2010 Benefactor issued Release Letters notifying SATCO’s customers that they could resume sending payments directly to SATCO in lieu of sending them directly to Benefactor.  As of April 23, 2010 all fees and costs associated with this transaction have been satisfied by SATCO and the agreement is no longer in effect.





19. Subsequent Events





In January 2011 the Company issued 3,428,571 shares to various consultants for services rendered.





In January 2011 the Company issued 26,065,150 shares of common stock to reduce debt owed to a debt holder(s).





In January 2011 the Company issued 21,343 for acquisition costs pertaining to Terra Telecom, LLC.




F-25




In February 2011 the Company issued 10,000,000 shares to various consultants for services rendered.





In February 2011 the Company issued 86,186,854 shares of common stock to reduce debt owed to a debt holder(s).





In February 2011 the Company issued 1,200,000 for acquisition costs.





In February 2011, the Company issued 15,000,000 shares to reduce debt on convertible promissory notes.





In March 2011 the Company issued 14,536,508 shares to various consultants for services rendered.





In March 2011 the Company issued 190,849,954 shares of common stock to reduce debt owed to a debt holder.





In March 2011 the Company issued 83,597,222 shares to reduce debt on convertible promissory notes.





In April 2011 the Company issued 46,645,021 shares to various consultants for services rendered.





In April 2011 the Company issued 378,457,373 shares of common stock to reduce debt owed to a debt holder.





In April 2011 the Company issued 48,000,000 shares to reduce debt on convertible promissory notes.





On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement involving the sale of South Atlantic Traffic Corporation to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement involving the sale of Oklahoma Telecom Holdings, Inc. an Oklahoma corporation, formerly known as Terra Telecom, LLC., an Oklahoma limited liability company, to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement involving the sale of Terra Telecom, Inc. (“TTI”), to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





On March 1, 2011, the Company entered into a Series D Stock Purchase Agreement with Dutchess Private Equities Fund, Ltd. (“Investors”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, agreed to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment. For further information please see our Current Report on Form 8-K filed on March 7, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





On February 4, 2011, the Company entered into an Agreement to acquire all 100% of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006 and the owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM Partnership, a Missouri Partnership, The Frederic Sussman Living Trust. Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy technology. For further information please see our Current Report on Form 8-K filed on February 10, 2011, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.





20. 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:





F-26




Year Ended December 31,2010


2009Costs Incurred for the Year:Proved Property Acquisition

$
-


$
163,500Unproved Property Acquisition


-Development


-Total

$
-


$
163,500





Results of operations (All United States Based):





2010


2009Revenues

$
-


$
-Production costs


-



-Exploration costs


-



-Development costs


-



-Depreciation & amortization


-



-Provision for income tax


-



-Net profit (loss) from oil and gas producing activities:

$
-


$
-





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.





NaturalGas


Oil(MCF)


(BLS)Proved Developed and Undeveloped Reserves at December 31, 2008


-



-Extensions, Discoveries and Other Additions


144,818



52,953Production


-



-Disposal


-



-Proved Developed and Undeveloped Reserves at December 31, 2009


144,818



52,953Revisions of Previous Estimates


(25,146
)


(16,088
)Extensions, Discoveries and Other Additions


-



-Production


-



-Proved Developed and Undeveloped Reserves at December 31, 2010


119,672



36,865Proved Developed Reserves at December 31, 2009


110,877



25,634Proved Developed Reserves at December 31, 2010


79,825



12,898





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.




F-27




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, 2010 and current prices as of December 31, 2009 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.





Year Ended December 31,2010


2009Future Cash Inflows

$
1,479,996


$
1,921,420Future Production Costs


(360,000
)


(623,364
)Future Development Costs


(100,000
)


(137,500
)Future Income Tax Expense


-



-Future Net Cash Inflows


1,019,969



1,160,55710% Annual Discount for Estimated Timing of Cash Flows


(340,490
)


(412.043
)Standardized Measure of Discounted Future Net Cash Flows

$
679,506


$
748,513





The twelve month average prices for the year ended December 31, 2010 and year-end spot prices at December 31, 2009 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, 2009 (Spot Price)

$
5.39


$
58.22December 31, 2010 (Average)

$
4.49


$
77.00





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





Year Ended

December 31,2010


2009Beginning of Period

$
748,513


$
-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


(68,907
)


-Change in Future Development Costs






-Revisions of Quantity and Timing Estimates


-



-Accretion of Discount


-



-Change in Income Taxes


-



-Purchase of Reserves in Place


-



748,513Other


-



-End of Period

$
679,606


$
748,513





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.




52




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, 2010. 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 communication with the appropriate personnel involved with our 2010 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.


·
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.





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




53




* 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, 2010. 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, 2010, the Company's internal control over financial reporting are not 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, 2010 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 March 10, 2011 by majority consent of the EGPI Firecreek, Inc. (“EGPI” or the “Company”) shareholders of record at March 10, 2011 nine (9) members were elected to the Company’s Board of Directors, consisting of eight members that have previously served. The Directors shall hold their respective office until the Company’s Annual Meeting of Shareholders in 2012 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.

28

Director

2009Michael Kocan

42

Director

2009David H. Ray

32

Director

2009Brandon D. Ray

30

Director

2009Dennis R. Alexander

56

Director, Chairman

1999Larry W. Trapp

69

Director

2008Michael Trapp

44

Director

2008Michael D. Brown



Director

2009David Taylor

66

Director

2011





On March 10, 2011 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.

28

Executive Vice President

2009Michael Kocan

42

President and Chief Operating Officer

2009David H. Ray

32

Executive Vice President and Treasurer

2009Brandon D. Ray

30

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

77

Secretary and Comptroller, Co-Treasurer

1999





Board Meeting





While the Board of Directors had no regularly scheduled physical meetings held during fiscal 2010, 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 seventy six (76) consents obtained during fiscal 2010 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.




54




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.





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, 2010 and December 31, 2011.





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, 2011 are as follows:





Name

Age

Position(s)

Position(s)

Held SinceDavid H. Ray

32

Director and Executive Vice President and Treasurer

2009Brandon D. Ray

30

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

44

Director

2008Melvena Alexander

77

Secretary and Comptroller, Co-Treasurer

1999Michael D. Brown



Director

2009David Taylor

66

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.





55




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.





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 Executive 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 an 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 EGPI since 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.





David Taylorhas served as a Director of the Company since September 16, 2010. He is presently the President of Caddo International, Inc (fka Petrol Industries Inc) an oilfield service company in Oil City, Louisiana. Caddo provides operations for work over rigs and other oil field service equipment to work over wells located in the Caddo Pine Island Field and additionally maintains and oversees leases for owners. Caddo employs approximately 20 people.  Mr. Taylor is also President of Chanwest Resources Inc. , (“CWR”), a wholly owned subsidiary of EGPI Firecreek, Inc.. CWR is an oilfield construction service company which operates in east Texas and North West Louisiana. Over the years Mr. Taylor has been a consultant through Willoil Consulting, LLC to several companies in Northeast Louisiana and East Texas dealing with day to day operations and Management issues in the Oil and Gas Industry.  In addition Mr. Taylor has been a professional accountant in the Oil and Gas Industry for 40 years with services provided is several States in the US including Indiana, Illinois, Oklahoma, Kansas, Texas, California and Louisiana.  He has been an officer and director of several public companies in the natural resource field providing. Mr. Taylors experience includes assisting turnaround situations in the oil and gas industry, and mergers and acquisitions in the public and private sector. Mr. Taylor is a resident of Shreveport, Louisiana.




56




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.





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, 2010, 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, 2010, 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 1/





Name and

Principal Position

Year

Salary

($)

Stock

Awards

($)

Option

Awards

($)

All Other

Compensation

($)Dennis R. Alexander2/6/7/12/ (*)


2010

n/a


n/a

-0-


64,802Chairman, CEO, CFO


2009

n/a


n/a

-0-


5,4502008

n/a


n/a

-0-


-0-David H. Ray 3/6/8/13/ (*)


2010

n/a


n/a

-0-


83,083Executive Vice President


2009

n/a


n/a

-0-


-0-2008

n/a


n/a

-0-


-0-Brandon D. Ray4/6/9/13/ (*)


2010

n/a


n/a

-0-


41,532Executive Vice President of Finance


2009

n/a


n/a

-0-


-0-2008

n/a


n/a

-0-


-0-Melvena Alexander5/6/10/12/ (*)


2010

n/a


n/a

-0-


15,943Co Treasurer, Sect. and Cmpt.


2009

n/a


n/a

-0-


10,8002008

n/a


n/a

-0-


-0-







1/
All shares are calculated on a post effective one share for fifty share (1:50) reverse split effective on November 9, 2010.





57





(*)
Please see “Certain Relationships and Related Transactions” for additional discussion on agreements with individual consulting firms.





2/
The amounts in this column for 2010 represents the aggregate value of common restricted shares issued on June 16, 2010 to the named executive. $27,146 of the amount listed in this row for 2010 represents the value of the shares issued to D.R. Alexander for services rendered, based on the closing market prices on or near such dates of $0.0042 per share (post 1:50 reverse split).





3/
The amounts in this column for 2010 represents the aggregate value of common restricted shares issued on June 16, 2010 to the named executive. $49,685 of the amount listed in this row for 2010 represents the value of the shares issued to D.H. Ray for services rendered, based on the closing market prices on or near such dates of $0.21 per share (post 1:50 reverse split).





4/
The amounts in this column for 2010 represents the aggregate value of common restricted shares issued on June 16, 2010 to the named executive. $24,842 of the amount listed in this row for 2010 represents the value of the shares issued to Brandon D. Ray for services rendered, based on the closing market prices on or near such dates of $0.21 per share (post 1:50 reverse split).





5/
The amounts in this column for 2010 represents the aggregate value of common restricted shares issued on June 16, 2010 to the named executive. $15,943 of the amount listed in this row for 2010 represents the value of the shares issued to Melvena Alexander for services rendered, based on the closing market prices on or near such dates of $0.21 per share (post 1:50 reverse split).





6/
D.R. Alexander, D.H. Ray, Brandon D. Ray, and Melvena Alexander received 130,554, 236,593, 118,927, and 75,919 shares (calculated on the current post reverse split basis) of restricted stock on June 16, 2010, respectively.





7/
Mr. Alexander holds a total of 130,554 shares of common restricted stock as of December 31, 2006 (calculated on the current post reverse split basis). The market value of the 130,554 shares on December 31, 2010 was $678. No dividends are paid on the restricted common stock held.





8/
D.H. Ray holds a total of 236,593 shares of common restricted stock as of December 31, 2010 (calculated on the current post reverse split basis). The market value of the 236,593 shares on December 31, 2010 was $1,230. No dividends are paid on the restricted common stock held.





9/
Brandon D. Ray holds a total of 118,927 shares of common restricted stock as of December 31, 2010 (calculated on the current post reverse split basis). The market value of the 118,927 shares on December 31, 2010 was $618. No dividends are paid on the restricted common stock held.





10/
Melvena Alexander holds a total of 75,919 shares of common restricted stock as of December 31, 2010 (calculated on the current post reverse split basis). The market value of the 75,919 shares on December 31, 2010 was $395. No dividends are paid on the restricted common stock held.





11/
The remaining balance of the amounts in the columns for 2010 for each of D.R. Alexander, D.H. Ray, and Brandon Ray represents value for shares of Series C Preferred each named executive received, respectively. For each of the named executives 2,143, 1,905, and 952 shares of Series C Preferred were received having a value of $37,656, $33,398, and $16,695, The Series C Preferred value was unchanged at December 31, 2010 as these shares carry voting provisions only and are not convertible into shares of common stock.





12/
D.R. Alexander and Melvena Alexander have been with the Company since 1999.





13/
David Ray and Brandon Ray have been with the Company since May 2009.





Employee Pension, Profit Sharing or Other Retirement Plans





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





58




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 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.





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, 2011. 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 482,811,732 shares of common stock issued and outstanding as of March 31, 2011.





Series CCommon Stock Beneficially


Preferred Stock BeneficiallyOwned (2)(a)


Owned (2)(9)Title of Class

Name and Address of Beneficial

Number


(%) Vote


Number


(%) VoteOwner (1)










Common &PreferredCommon

Robert S. Miller, Jr.


200,000
(13)


0.04
%


-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Michael Kocan


200,000
(14)


0.04
%


2,143



9.41
%c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

David H. Ray (3)

**
260,461
(15)


0.05
%

**
1,905



8.36
%c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Brandon D. Ray (4)

**
142,165
(16)


0.03
%

**
952



4.18
%c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Strategic Partners Consulting, L.L.C.

**







**




-0-c/o 3400 Peach Tree Road (3)(4)(10)Suite 111Atlanta, Georgia 30326Common

Dennis R. Alexander (5)


200,000
(17)


0.04
%


2,143



9.41
%c/o 6564 Smoke Tree LaneScottsdale Arizona, 85253Common

Larry W. Trapp (6)


153,582
(18)


0.03
%


-0-



-0-c/o 6564 Smoke Tree LaneScottsdale, Arizona 85253




59






Common

Michael Trapp (7)






40
(19)


0.00
%





-0-



-0-c/o 6564 Smoke Tree LaneScottsdale, Arizona 85253Common

Melvena Alexander (8)






75,919
(20)


0.02
%





-0-



-0-c/o 6564 Smoke Tree LaneScottsdale, Arizona 85253Preferred

Red Quartz Development, L.L.C. (9)






-0-



-0-






5,000



21.95
%c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Red Quartz Development






42,593



0.01
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Michael Hanlon






200,000



0.04
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Garrett Sulliavan






40,130



0.01
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Tom Davis






146,189



0.03
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Amanda Corcoran






5,733



0.00
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Kelly Davis






12,182



0.00
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

Paddy Kelly






15,765



0.00
%





-0-



-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

All directors and officers as a group






2,084,459



0.43
%





14,286



63.16
%Preferred

(7 persons) and including otherpersons or groupsCommon

Billy V. Ray Jr. (11)


***











***







-0-c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

BVR, Inc. (12)


***



200,000



0.04
%


***



2,143



9.41
%c/o 3400 Peach Tree RoadSuite 111Atlanta, Georgia 30326Common

David Taylor (21)


****



100,000



0.02
%


****







-0-7601 North Cross DriveShreveport, Louisiana 71061Common

Willoil Consulting, LLC (22)


****



90,000



0.02
%


****







-0-7601 North Cross DriveShreveport, Louisiana 71061





(1)
Unless otherwise indicated, the address for each of these shareholders other than (5), (6), (7), and (8) c/o EGPI 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), 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.




60





(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 own Strategic Partners Consulting, LLC, 66.67% and 33.33% amongst them respectively.





(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)
BVR, Inc. is indirectly owned by Billy V. Ray Jr. and also holds 2,143 shares of Series C Preferred.





(13)
Includes 200,000 shares of common stock owned directly by Mr. Robert S. Miller Jr.





(14)
Includes 200,000 shares of common stock, and 2,143 Series C Preferred shares owned directly by Michael Kocan.





(15)
Includes 260,461 shares of common stock and 1,905 shares of Series C Preferred owned indirectly, including shares with investment control, by Mr. David H. Ray.





(16)
Includes 142,165 shares of common stock and 952 shares of Series C Preferred owned indirectly, including shares with investment control, by Mr. Brandon D. Ray.





(17)
Includes 200,000 shares of common stock and 2,143 shares of Series C Preferred owned directly by Mr. Dennis Alexander. Of the common shares 50 are held by Mr. Alexander’s wife and children.





(18)
Includes 153,582 shares of common stock owned directly by Mr. Larry W. Trapp.





(19)
Includes 40 shares of common stock owned directly by Mike Trapp.





(20)
Includes 75,919 shares owned directly by Mrs. Melvena Alexander.





(21)
Includes 100,000 shares owned directly by Mr. David Taylor.





(22)
Includes 90,000 shares owned indirectly by Mr. David Taylor through Willoil Consulting, LLC.





As indicated in the table above, our executive officers and directors beneficially own, in the aggregate, approximately 63.16 percent of our outstanding common stock, which includes additional votes and voting power through issuance of 14,286 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.





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 fifty shares (1:50) reverse stock split, effective on November  9, 2010.


61





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





Transactions with Executive Management; Fiscal Year Ended December 31, 2010, December 31, 2009, and December 31, 2008.





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, David H. Ray, Executive Vice President and Treasurer, Brandon D. Ray, Executive Vice President of Finance, 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, 2010 listed in Table 1 below, and for the fiscal years ended December 31, 2009, and December 31, 2008 listed in Table 2 below.





Table 1





Paid


AccruedEntity

Related Party

2010


2010Global Media Network USA, Inc. * **

Dennis R. Alexander (1)

$
99,000


$
206,200Melvena Alexander, CPA * ***

Melvena Alexander (2)

$
37,800


$
31,400





*Part of the amounts paid in 2010 for each of the above named Executives were for the unpaid accrual amounts due from 2009.





** For 2010, the contract amounts paid to Global Media Network USA, Inc. were in the aggregate $99,000 of which $75,200 was paid against prior year accruals, along with $23,800 to the current year. A contract month to month subject to adjustment is being charged at the rate of $15,000 per month plus approved expenses.  No contract amounts were charged for October 2008 through May 30, 2009.





*** For 2010, the contract amounts paid to Melvena Alexander CPA were in the aggregate $37,800 of which $13,600 was paid against prior year accruals, along with 24, 200 to the current year. A contract month to month subject to adjustment is being charged at the rate of $4,200 per month  plus  rent  of $1400 per month for provision of the Scottsdale facilities provided, plus approved expenses. No contract amounts were charged for October 2008 through May 30, 2009.





(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.





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, directors and shareholders, David H. Ray, Director and Executive Vice President and Treasurer of the Company since May 21, 2009 and Brandon D. Ray Director and Executive Vice President of Finance of the Company, 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, 2009. The ASA initiated on November 4, 2009, in accordance with its terms thereof, and was billed at the rate of $20,833.33 per month. The ASA contract was canceled June 8, 2010. During the twelve months ending December 31, 2010, the Company paid $51,000 to SPC, with a balance payable due in the amount of approximately $82,058.





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.


62





Table 2





Paid

AccruedEntity

Related Party

2009

2008

2009

2008Global Media Network USA, Inc. * **

Dennis R. Alexander (1)

$
20,150

$
195,250

$
125,200

$
50,000Tirion Group, Inc.

Rupert C. Johnson (2)


-0-


-0-


-0-


43,000Melvena Alexander, CPA * ***

Melvena Alexander (3)

$
10,000

$
108,875

$
19,400

$
-0-DLM Asset Management, Inc.

Dermot McAtamney (4)


-0-


33,535


-0-


-0-





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





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





*** For 2009, the contract amounts paid to Melvena Alexander CPA were in the aggregate $10,000 paid against prior year accruals. 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 facilities provided, plus approved expenses. No contract amounts were charged for October 2008 through May 30, 2009.





(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 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, with  Dutchess 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, seeNote (1)  and in a Current Report on Form 8-K filed December 3, 2008 seeNote (3).





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, seeNote (3)  in Current Reports on Form 8-K filed on March 27, 2007, June 19, 2007, and January 7, 2008, respectively seeNote (4) , and including information prior contained in Form 13-D filed on January 29, 2008 seeNote (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.


63





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 Alexander’s entered into a Settlement and Release Agreement in order to resolve their disputes (the “Settlement”) disclosed and listed under Item 5.02 of our Current Report on Form 8-K filed on December 3, 2008. 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.





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.


64





Unsecured, Demand Note Payable to John R. Taylor, President and Director, for loans made to Firecreek Petroleum, Inc. 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. 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.





During the twelve months ending December 31, 2010, the headquarters for the Company’s Eastern based operations and M3 were located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, and were being provided on a co sharing basis free of charge by officers and shareholders of the Company. The approximate 1,000 square foot premises was provided free of charge until February 2011 when the space became unavailable. Management believes that alternative facilities are available at reasonable rates.





At December 31, 2010, our wholly owned subsidiary operations for the SATCO headquarters were located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, with an additional satellite office in Cocoa, FL. The Company had a month-to-month cancelable operating lease for the Cocoa, FL office space. The operating lease was cancelled in January 2011 and the office was relocated to 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326. Rental expense for operating lease was approximately $34,128 and $11,017 for the years ended December 31, 2010 and 2009, respectively.





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 for audit, audit-related, tax and other services and the fees paid to M&K CPAS, PLLC related to fiscal 2009 and 2010.





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 fees billed to us by M&K CPAS, PLLC for services rendered related to the year ended December 31, 2009 were $68,000 and $55,500 were paid in 2011 for services rendered related to the year ended December 31, 2010. Of the fees for the fiscal year ended December 31, 2009 $40,000 were paid for in fiscal 2010 and $55,500 for the fiscal year ended December 31, 2010 were paid in 2011 for services rendered related to the year ended December 31, 2010.





For quarterly review of interim financial statements filed on Form 10-Q for fiscal 2010, $12,000, $14,500 and, $12,500 for Q1, Q2, and Q3 respectively, were paid.  For quarterly review of interim financial statements filed on Form 10-Q for fiscal 2009, $500, $500 and $500 for Q1, Q2 and Q3 respectively, were paid.





Audit-Related Fees





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 2010 and 2009.


65





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 which was $450. The Company has prepared tax returns in house for 2010.





Other Fees





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





PART IV





ITEM 15. Exhibits, Financial Statement Schedules





Exhibit No.

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).3.5

Amendment to Articles of Incorporation of EGPI Firecreek, Inc. (filed as Appendix A to Definitive Information Statement on Form DEF 14C filed on September 28, 2010.)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).5.2

Consent of Independent Registered Public Accounting Firm, Donahue Associates, L.L.C. (filed as Exhibit 5.1 to Registration Statement on Form S-1/A filed on March 4, 2010 and incorporated herein by reference).5.3

Consent of Vincent & Rees, L.C. (filed as Exhibit 5.2 to Registration Statement on Form S-1/A filed on March 4, 2010 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).


66





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).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).


67





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).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).


68





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 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).10.44

Stock Purchase Agreement, dated March 3, 2010 (relating to the acquisition of Redquartz Ltd) (filed on Exhibits 10.1 to a Current Report on Form 8-K dated March 11, 2010, and incorporated herein by reference).10.45

Pending Agreement between the Company and Don Tyner related to the Company’s acquisition of Membership Interests in Sierra Pipeline, LLC. dated December 18, 2009 (filed as an Exhibit 10.1 to Current Report on Form 8-K dated December 29,2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference)10.46

Acquisition Agreement, between the Company and Whitt Oil and Gas, Inc. related to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009 (filed as an Exhibit 10.3 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.47

Assignment of Leases, between the Company and Whitt Oil and Gas, Inc. related to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009(filed as an Exhibit 10.4 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.48

Operating Agreement, Related to the Agreements between the Company and Whitt Oil and Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009 (filed as an Exhibit 10.5to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.49

Recording Supplement to Operating Agreement, Related to the Agreements between the Company and Whitt Oil and Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009 (filed as an Exhibit 10.6 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.50

Assignment of ORRI Interests to Persons or Entities, further related to the Agreements between the Company and Whitt Oil and Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009 (filed as an Exhibit 10.7 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).


69





10.51

Closing Instructions related to the Agreements between the Company and Whitt Oil and Gas, Inc. as to the Company’s acquisition of Interests in Oil and Gas Interests (Three Well Project), dated December 22, 2009 (filed as an Exhibit 10.8 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.52

Advisory Agreement between the Company and Steven Antebi dated December 9, 2009 (filed as an non attached Exhibit 10.9 to Current Report on Form 8-K dated December 29, 2009, as amended and filed on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.53

Final Escrow Closing Authorization Letter Agreement and related disbursements dated December 31, 2009 between the Company and its wholly owned subsidiary EPI, and acting Escrow Counsel Fergus & Fergus, L.L.P in behalf of the transaction with Whitt Oil and Gas, Inc., (filed as Exhibit 10.10 to Current Report on Form 8-K/A on January 6, 2010, and incorporated herein by reference).10.54

Note Purchase Agreement with St. George Investments, LLC, as of January 15, 2010 (filed as Exhibit 10.2 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.55

Registration Rights Agreement with St. George Investments, LLC, as of January 15, 2010 (filed as Exhibit 10.3 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.56

Secured Promissory Note Agreement with St. George Investments, LLC, as of January 15, 2010 (filed as Exhibit 10.4 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.57

FUNDING AND LETTER OF CREDIT AGREEMENT dated the 15th day of January, 2010, by and between KEVIN J. FITZGERALD and PAMELA W. FITZGERALD, SOUTHWEST SIGNAL, INC., a Florida corporation, EGPI FIRECREEK, INC. and ST. GEORGE INVESTMENTS, LLC, an Illinois limited liability company (filed as Exhibit 10.5 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.58

Bank of Tampa Commitment Letter For Irrevocable Letter of Credit, as of January 15, 2010 (filed as Exhibit 10.6 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.59

Irrevocable Instructions for Letter of Credit from Southwest Signal, Inc. and Sellers, as of January 15, 2010 (filed as Exhibit 10.7 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.60

Trust Account Instructions to the Funding and Letter of Credit Agreement from St. George Investments, LLC (filed as Exhibit 10.8 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.61

Judgment By Confession, Exhibit to St. George Investments LLC Agreements, as of January 15, 2010 (filed as Exhibit 10.9 to Current Report on Form 8-K on January 22, 2010, and incorporated herein by reference).10.62

Convertible Promissory Note with St. George Investments, LLC, as of January 15, 2010 (filed as Exhibit 10.10 to Current Report on Form 8-K/A on February 8, 2010, and incorporated herein by reference).10.63

Patrick Kelly Promissory Note 1 Agreement to the Stock Purchase Agreement with Redquartz LTD, as of March 3, 2010 (filed as Exhibit 10.2 to Current Report on Form 8-K on March 11, 2010, and incorporated herein by reference).10.64

Patrick Kelly Promissory Note 2 Agreement to the Stock Purchase Agreement with Redquartz LTD, as of March 3, 2010 (filed as Exhibit 10.3 to Current Report on Form 8-K on March 11, 2010, and incorporated herein by reference).10.65

Stock Purchase Agreement with the Stockholders of Chanwest Resources, Inc. 2010 (filed as Exhibit 10.1 to Current Report on Form 8-K on June 6, 2010, and incorporated herein by reference).


70





10.66

Stock Purchase Agreement with E-Views Safety Systems, Inc. dated July 20, 2010 (filed as Exhibit 10.1 to Current Report on Form 10-Q filed on August 20, 2010, and incorporated herein by reference).10.67

Dealer Agreement with E-Views Safety Systems, Inc. dated July 20, 2010 (filed as Exhibit 10.2 to Current Report on Form 10-Q filed on August 20, 2010, and incorporated herein by reference).10.68

Stock Purchase Agreement with the Owners of Terra Telecom, LLC (filed as Exhibit 10.1 to Current Report on Form 8-K filed on October 7, 2010, as amended and filed on Form 8-K/A on December 7, 2010, and incorporated herein by reference).10.69

Schedule of Buyers, Exhibit A to the Securities Purchase Agreement with the Owners of Terra Telecom, LLC (filed as Exhibit 10.2 to Current Report on Form 8-K filed on October 7, 2010, as amended and filed on Form 8-K/A on December 7, 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.99.4

Annual Report on Form 10-K, for the fiscal year ended December 31, 2009, filed on April 15, 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.


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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 28, 2011 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 28, 2011Dennis R Alexander

the Board of Directors, CFOs/s David H. Ray

Director and Executive Vice President

April 28, 2011David H. Ray

And Treasurer/s/ Brandon D. Ray

Director and

April 28, 2011Brandon D. Ray

Executive Vice President of Finances/s Larry W. Trapp

Director and

April 28, 2011Larry W. Trapp

Executive Vice President/s/ Michael Trapp

Director

April 28, 2011Michael Trapp/s/ David Taylor

Director

April 28, 2011David Taylors/s Michael D. Brown

Director

April 28, 2011Michael D. Brown




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