SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



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

ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.





_________________________________________________________________________________

EGPI FIRECREEK, INC.

_________________________________________________________________________________

(Exact name of registrant specified in charter)



|Nevada                   | 000-32507                | 88-0345961                       
|------------------------ | ------------------------ | ---------------------------------
|(State of
Incorporation) | (Commission File
Number) | (IRS 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: None



Securities  registered  pursuant to Section  12(g) of the Act:  Common Stock Par Value $.001 Per Share), Preferred stock, (Par Value $.001 Per Share)



Indicate by check mark whether the issuer (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. YesX     No____



Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosures will be contained, to the best of registrants knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]



The issuer's revenues for its most recent fiscal year were $21,168



The aggregate market value on December 31, 2004, of common shares held by non-affiliates was approximately $1,327,975 based on the average of the closing bid and asked prices of the registrant's common shares on such date, as quoted by the National Quotation Bureau.



As of December 31st, 2004, the issuer had 75,247,968 shares of its $0.001 par value common stock issued and outstanding. There are also 2,566,831 shares of Series A Preferred Stock at $.001 par value, and 9,500,000 shares of Series B Preferred Stock at $.001 par value, and no shares of non-voting common stock outstanding.

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EGPI FIRECREEK, INC.

FORM 10-KSB

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004



INDEX



PART I



Item 1.   Description of Business

3

Item 2.   Description of Property

17

Item 3.   Legal Proceedings

20

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

21



PART II



Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters

22

Item 6.   Management's Discussion and Analysis or Plan of Operation

23

Item 7.   Financial Statements

28/F-1-19

Item 8.   Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

29

Item 8A.  Controls and Procedures

29

Item 8B.  Other Information

30



PART III



Item 9.   Directors, Executive Officers, Promoters and Control Persons



Compliance with Section 16(A) of the Exchange Act.

30

Item 10.  Executive Compensation

35

Item 11.  Security Ownership of Certain Beneficial Owners and Management

38

Item 12.  Certain Relationships and Related Transactions

41

Item 13.  Exhibits

42

Item 14.  Principal Accountant Fees and Services

43



SIGNATURES

45



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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



Caution Concerning Forward-Looking Statements



Except for the historical information contained herein, the matters discussed in this Form 10-KSB are forward-looking statements which involve risks and  uncertainties, including but not limited to  economic, competitive, political, regulatory and governmental factors affecting the company's revenues, operations, markets and prices, properties and other factors discussed in the Company's various filings with the Securities and Exchange Commission.



PART I



ITEM 1 - DESCRIPTION OF BUSINESS



HISTORY



EGPI Firecreek, Inc. ("the Company") 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 $.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 transaction was accomplished through the issuance of 9,820,835 shares of the Company's restricted common stock. Although Energy Producers Group, Inc. is the legal acquirer; it was dissolved subsequent to the transaction, so Energy Producers, Inc. (the Company) is treated as having acquired Energy Producers Group, Inc. Accordingly, the transactions have been accounted for as a reverse acquisition and Energy Producers, Inc. is now referred to as the Company. The historical financial statements are those of Energy Producers, Inc., which have been restated for the equivalent number of shares received in the transaction. The results of operation of Energy Producers Group, Inc. (legal acquirer) are included in the financial statements of the combined Energy Producers Group, Inc. and Energy Producers, Inc. financial statements from August 25, 1999 (acquisition date). The Company began filing consolidated statements with its wholly owned subsidiary, Producers Supply, Inc. on the acquisition date August 25, 1999.



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. Sterling Market Positions was involved with management, consulting and advisory services.



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 October 26, 2000 Article 3 of the Articles of Incorporation were amended to increase the number of authorized common shares to 200,000,000 par value $.001 and to authorize 50,000,000 preferred shares with a par value of $.001.



Effective on December 1, 2003 the Company by the consent of a majority of its shareholders acquired 100% of the stock of International Group Holdings, Inc., a publicly held Utah Corporation and its wholly owned subsidiary International Yacht Sales Group, Ltd. of Great Britain. For accounting purposes, the Company was the legal acquirer in the transaction. Simultaneous with the effective date International Yacht Sales

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Group, Ltd. effectively became a subsidiary wholly owned by the Company as a segment of its operations engaged in the Marine brokerage and charter industry. Its offices are located at 50 Reddenhill Road, Torquay Devon TQ1 3RR United Kingdom. International Yacht Sales Group, Ltd. is combined and consolidated with the Company in its financial statements from the effective date commencing on December 1, 2003.



On December 15, 2003 the Company entered into a Stock Purchase Agreement with Camden Holdings, Inc., a Nevada corporation ("Camden") in which Camden agreed to provide financing for restricted stock in the Company. The funds were for oil and gas acquisitions, and for diversified growth activities. Camden failed to perform and is in breach.



In November 2003 as part of a restructuring process for the Companys oil and gas segment operations the Company entered into an Oil and Gas Lease Purchase Agreement wherein Summitt Oil and Gas, Inc., a Nevada corporation, purchased One Hundred (100%) percent of the interests owned in our oil leases located in Olney, Young County Texas. The Company has treated this sale as a disposal of its oil and gas segment assets. Summitt and its affiliates and principals are in breach of the Agreement for non performance to various third parties and the Company.



On December 31, 2003 the board of directors of the Company authorized the disposal of the Companys wholly owned subsidiary retail inventory and supply sales segment assets and operations Producers Supply, Inc., located in Stephens, Arkansas.



In January 2004 the board of directors of the Company as then 100% shareholder or legal owner of 17,051,156 restricted shares of its wholly owned subsidiary International Group Holdings, Inc., approved a plan of reorganization whereby then newly appointed management of International Group Holdings, Inc. merged with World Wide Connect, Inc. a private Nevada corporation. Pursuant to the terms of the reorganization the Company retains a ten (10%) percent (1,894,573 shares) restricted common stock ownership interest in the former International Group Holdings, Inc. now known as World Wide Connect, Inc. The interest is non diluting for a period of one year.



In July 2004, the Company acquired all of the issued and outstanding shares of Firecreek Petroleum, Inc. (FPI) which included its wholly-owned subsidiary, Firecreek Petroleum Romania, Srl., (FPR) a Romanian limited liability company by issuing 20,000,000 shares of common restricted stock, 2,566,831 shares of its Series A, and 9,500,000 shares of its Series B Preferred Stock. The Company through FPI redeployed its oil and gas operations.



Effective August 4, 2004, the Company increased and restated its capital stock authorizing 260,000,000 available, of which 200,000,000 are $.001 par value Common Stock, 20,000,000 are $.001 par value Non-Voting Common Stock, and 40,000,000 shares are $.001 par value Preferred Stock.



Effective October 13, 2004, the Company changed its name from Energy Producers, Inc. to EGPI Firecreek, Inc. Concurrent with the Amendment, Company changed its Cusip Number to 268487 10 5, and its Stock Symbol from EGPI to EFCR.



The Company is required to file a registration  statement for certain securities under the terms of various agreements. See "Business Risks" and "Recent Sales  of Unregistered Securities" for additional discussion.



RECENT DEVELOPMENTS:



In April 20, 2004 the Board approved and the Company consummated an agreement and plan of merger with Malibu Holding, Inc. under which the Company obtained a plan for financing, in the aggregate principal amount of $1,000,000. In April and November, 2004 and February 9, 2005 the Company received proceeds of $500,000, $150,000 and $350,000 respectively, (see additional information under Item 7 -Financial Statements, Note 8., Convertible Debt and Note 18., Subsequent Events).

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On February 23, 2005 the Articles of Incorporation were restated to increase total authorized capital stock from 260,000,000 shares to 430,000,000 shares. The authorized par value $.001 common voting stock is increased from the previous 200,000,000 shares to 350,000,000 shares. Registrant's authorized capital stock includes 20,000,000 shares of par value $.001 non-voting common stock which remains unchanged, and the number of shares of $.001 par value preferred stock is increased from the previous 40,000,000 shares to 60,000,000 shares.



THE BUSINESS



Overview



As of July 1, 2004 through our acquisition of Firecreek Petroleum, Inc., (Firecreek) we are now building and integrating two wholly owned subsidiary divisions, i) a line segment of operations facilitating plans for the Companys commencement of internationally based oil and gas segment operations, and ii) continuing development of our marine line segment International Yacht Sales Group, Ltd., (IYSG) operations acquired in late November and December 2003. IYSG is a commercial and private leisure marine vessel sales brokerage and charter business located in the United Kingdom. One of our future plans is to centrally link the synergy between our oil and gas and marine segments for the purpose of developing global operations.



I. Firecreek Oil And Gas Segment Operations



Through Firecreek, our goal is to become a independent oil and gas company engaged in the exploration, development and exploitation of crude oil and natural gas on an international basis. Our activities throughout 2004 have been i) technically and politically focused on opportunities for the potential acquisition to enhance development of selected proved oil and gas projects located in Russia, and similar type viable projects in Romania and Kazakhstan and other countries within the same proximate geographical location ii) concentrated in areas with known hydrocarbon resources, which are conducive for state of the art rehabilitation programs, for multi-well, ongoing drilling programs, and other specialized projects such as project management for design and implementation of systems for pipeline construction and operations.



Firecreek is an international oil exploration and development company specializing in the niche market of rehabilitation and enhancement of existing oilfields through modern management and state of the art technological applications. Management individually has over 25 years of experience and has one or more collectively been involved in oil and gas operations in 7 U.S. states and 13 countries.



Firecreek programs are in latter stages of preparation for commencement of oil and gas operations, designed to be disciplined and balanced with a focus on achieving strong financial returns. There have been no acquisitions or revenues attributable to oil and natural gas during the Fiscal year ended 2004. Firecreeks plans initially are to commence its operations and be online and in production in Russia and Romania by mid year 2005.



Strategic Alliance with Sahara Group



On August 4, 2004 Firecreek entered into a protocol and strategic alliance with DAC, Inc., (DAC), a Pennsylvania corporation, and InterOilGas, (IOG), a Luxembourg corporation. The Sahara Group, Inc. (Sahara) alliance is domiciled in Delaware, USA, with plans for relocation of its situs to Vienna Austria in 2005.



The operations of Sahara are conducted from Firecreek regional offices located in Istanbul, Turkey. Under the protocol which formed Sahara, IOG is responsible for the identification and structuring of opportunities in Eastern Europe, Russia, Turkey and other North Africa venues. IOG and DAC are responsible for political

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and governmental coordination between the consortium and senior government officials regarding potential projects in Russia, Turkey, Ukraine and Libya.



Firecreek Program Focus Initiated in Russia (A  glossary  of  certain  oil and gas  terms  used in this  report  is  found at "DESCRIPTION OF PROPERTY")



In Moscow on December 7, 2004 Sahara along with its operating partner Firecreek signed a General Agreement on Strategic Partnership on Joint Activity with Russias International Integration Oil and Gas Construction Syndicate known as Minneftegazstroi.



Minneftegazstroi has the right of use which allows to provide Sahara to obtain information therein provided for investigation, construction, development, and extraction within framework and terms of the General Agreement.



Parties have agreed to work exclusively with one another to carry out a systematic program of exploration and prospecting works and to implement projects of oil and gas field rehabilitation, development, construction, transport, and marketing and exporting of oil and gas reserves, associated with fields under control of the Ministry of Natural Resources and located in the Indol-Kuban Basin. Fields under investigation include but are not limited to the following:



Fields for rehabilitation and ongoing development

Kurchanskoye

Producing, IOR

Anastasiyevsko-Troitskoye

Producing, IOR



Ukrainskoye

Producing

Abinsko-Ukrainskoye

Producing, IOR



Levkinskoye

Producing



Proven Undeveloped



Abinskoye

Temporarily Shut In



Undeveloped Fields (Exploration)

Protoka



Temryukskiy Yuzh



Levkinskoye-Zap





Programs summary process under the General Agreement include: Through protocol with Sahara, Firecreeks technical review team is to review all geological, geophysical, drilling, completion, engineering, reserve reports, production, pipeline/trucking/railway transportation data for all selected fields. Firecreek will provide to Sahara and the Syndicate a general 3-year work program and estimated cost for first phase of development. Upon approval of Syndicate of the recommendations, Firecreek will complete technical studies and Degolier McNaughten reserve reports required by the Companys financial partners and advisors. Upon acceptance of the reserve reports by Companys financial partners, field rights may be transferred to satisfy financial partners, and fields may be broken up into one or more projects for the purpose of organizing investment for work programs. Parties making investments into selected projects will become owners of the working interests in the projects. Once operating agreements have been established for project or projects with copies to the Syndicate, and required investment made, work programs will commence within 60 days.



The Company and Firecreek have thus far initially advanced at minimum $750,000 in behalf of the alliance with and organization of Sahara toward initial development, which includes basic start up preparatory compliance with the structure of charges and economic calculation within annex schedule to the General Agreement. It is anticipated that initial cost of works related to scientific studies including, expert analytical studying and technical and economic analysis; geological studying and re interpretation of seismological searches and geophysical interpretation, and capital cost including executive management, personnel, office,

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maintenance, equipment, power, duties, travel and all expenses towards realization of the various programs will require interim investment of approximately $2,314,000. Cost of approved individual 3-year work programs will be in addition to and well in excess of the interim costs. It is foreseeable based on non confirmed preliminary historical available data reported to date, long term commercial oil and gas revenue potential is expected from one or more selected fields.



It is the priority of the Company to provide the investment and Firecreek to become primary working interest owners and operator for select Russian projects established by its alliance with Sahara and the General Agreement for commencement of our planned oil and gas operations in Russia.



The Company through a recent confirmation and agreement with Sahara, InterOilGas and DAC, regarding projects in Russia, established that upon (i) execution of an Operating Agreement; (ii) Firecreeks receipt of an oil reserve report certified by DeGoyler and MacNaughten or other reputable engineering firm acceptable for to the Companys investor(s) to provide project finance; (iii) approval by Minneftegazstroi, InterOilGas and the Company of the work program and budget; (iv) validation of the assignment of working interests, effective controls, and transfer of rights to oil and gas interests in the field covered by the Operating Agreement, Firecreek shall have a direct ownership and effective control as the majority working interest partner. When these plans become probable, we will report these events.



Competition



We compete in a highly competitive industry. We will encounter competition in all of our operations, including property acquisition, and equipment and labor required to operate and to develop properties. Firecreek competes with other major oil companies, independent oil companies, and individual producers and operators. Many competitors have financial and other resources substantially  greater than ours.



Environmental Regulation



The government of the Russian Federations, Ministry of Natural Resources, and Other agencies establish special rules, restrictions and standards for enterprises conducting activities affecting the environment. The general principle of Russian environmental law is that any environmental damage must be fully compensated. Under certain circumstances, top officers of the entity causing substantial environmental damage may be subject to criminal liability.



The law of the Russian Federation on subsoil requires that all users of subsoil ensure safety of works related to the use of subsoil and comply with existing rules and standards of environment protection. Failure to comply with such rules and standards may result in termination or withdrawal of a license.



Taxation



The Russian tax system currently is undergoing a major reorganization. New tax laws including those setting forth rules for application of the value-added tax, profit tax, and tax on the production of minerals were enacted within the last three to four years. The cost of legal and accounting advice to keep up with changes in the Russian tax laws may be significant and penalties for violations, even inadvertent ones, may be significant.



Firecreeks Future Planned Oil and Gas Operations



In Romania, through Firecreeks subsidiary, Firecreek Romania, SRL.



Firecreek through its subsidiary operations Firecreek Romania, SRL is currently reviewing the possibility of acquiring oil fields from PETROM and the National Agency for Mineral Resources (NAMR) for rehabilitation and development.

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Additionally, Firecreek has a proposal to become the strategic partner of OMV/PETROM in the rehabilitation and management of a yet undetermined number of fields. Many of these fields are in decline or in need of significant rehabilitation through technology, reservoir management and capital infusion. Firecreek anticipates that the current number of fields in the existing proposal in review, will be expanded from four, having approximately 1,086 wells, to at least 10 fields having a significant number of potentially improved producing wells.



Firecreek has additionally entered into a consultancy agreement with S.C. RCI Group de Consultanta SRL in Bucharest, Romania. They have brought to the table several opportunities in Romania and Kazakhstan that can be acquired under favorable terms in a short period of time. Currently under the agreement, they are preparing to conduct a detailed geologic and engineering assessment of 6 oilfields in Kazakhstan, one temporarily shut-in oilfield with over 2.4 million barrels recoverable available upon rehabilitation process and approximately 2.0 million barrels recoverable in a deeper undeveloped reservoir below the proved producing reservoir. There are other fields designated for similar engineering and geological review that are in various stages of production and development. In addition to the fields in Romania, RCI is conducting for Firecreek a detailed evaluation on 5 fields in Kazakhstan that are currently in production but require substantial rehabilitation and development. Upon completion of the evaluation by RCI, Firecreek will select those fields of interest and send the detailed geological and engineering reports to DeGolyer MacNaughton or other acceptable engineering firm for review and confirmation prior to project funding. The RCI opportunities do not conflict or compete with other opportunities in Kazakhstan being developed by The Sahara Group.



In Libya



Several years ago Firecreek started working with a Canadian company called Gamma Oil and Gas who had a representative office in Libya.  After three trips and in-depth discussions with the National Oil Company (NOC), Firecreek tendered a Memorandum of Understanding (MOU) covering the Antelat Field to the southeast of the town of Benghazi. Reserves reported by Libyan engineering officials are significant. The most encouraging aspect of this is the reservoir matrix being a limestone or dolomite matrix, which lends to horizontal development. It is our intention to participate. Firecreek is still awaiting a decision from the National Oil Company of Libya regarding its Memorandum of Understanding covering the Antilat Field. The delays are reportedly due to political consideration being reviewed at the present time.



The Status of Turkish Pipeline Project-Strategic Alliance with Sahara Group



Currently there are over 8,500 oil tankers transiting the Bosphorus Strait from the Black Sea into the Mediterranean. The Turkish government, supported by the environmental group Greenpeace, considers the potential for tanker accidents to be significant and unacceptable. It is estimated that the oil coming out of Russia and other venues by the end of 2008 will exceed 14,000 tankers per year. This significant increase has created an urgent priority on the part of the Turkish government to create a modern state-of-the-art pipeline system from the Black Sea to the Aegean Sea via a route west of the Bosphorus. A Letter of Intent has been entered into between the Minister of Energy and The Sahara Group covering the construction of a proposed new pipeline system. Firecreek is the operations partner for The Sahara Group and will be the project manager. The Sahara Group continues to interact with the Turkish government concerning fundamental points of consideration regarding the route and composition of the proposed pipeline from the Black Sea to the Aegean Sea. It is anticipated that a decision for final contract requirements will be finalized in the next 90 to 120 days.



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SALES AND MARKETABILITY



The Company has not yet re commenced with the production of oil and historically has not produced natural gas. The Company is pursuing potential acquisitions for oil and natural gas production and in some of the areas there are gas gathering systems and pipelines available. Prior to the Companys disposal on December 24, 2003 of interests owned in proved developed producing oil properties located in Olney Young County Texas, sale of crude oil had not posed a problem. Crude oil an be easily sold, wherever it is produced, in the states the operations may be located in, subject to transportation costs, and in foreign countries similarly according to location and acciess. In foreign countries such as Russia crude oil sales may be or is limited by export rules respectively. Crude oil when produced generally includes transportation by one or more methods including truck, rail or pipeline.



Recap of Prior Fiscal Year 2003 Form 10-KSB filing related to prior oil operations



- As part of efforts in Fiscal Year ended 2003 to restructure and develop our Young County Texas producing oil property interests, we entered various agreements with Camden Holdings, Inc. to fund the Company three (3) million dollars. As part of a restructure and expansion plan proposed by Camden and Summitt we disposed of 100% of our 87.5% working interests owned in oil and gas properties (segment operations) by sale to Camdens affiliate Summitt Oil and Gas, Inc. (Summitt), of all debt associated with the property which had been arranged by Summitt with the various lien and debt holders for various pay off or payment arrangements of the debts owed. Summitt breached its obligations under various agreements with third parties and the Company. Camden breached its Agreement to provide funds to the Company. This breach had additional impact for the Companys then plans to acquire certain oil properties (Comanche Point Oil Field) located in Bakersfield, California, and delayed and thereafter discontinued other acquisition plans with Montage Industries, Inc.



The interests sold included 10 wells of which 9 were producing, six leases, equipment, oil wells, and salt water disposal wells (swd). These interests historically provided proved developed producing oil reserves, with revenues. (see additional discussion at sections Description of Properties liquidity and Capital Resources" and Legal Proceedings).



- The Company operates in a highly competitive industry wherein many companies are competing for the same finite resources as the Company.



The Company originally reported our participation in the completion of one development well in May/June of 2000 located in Runnels County, Texas. The well was a dry hole. The Company consequently owns a 29.3333335% working interest in an unproved 257 acres on two leases held for development, including associated interests equipment and fixtures located on or used in connection with the leases on a well-to-well basis. The Company has assigned a zero value to interest at December 31, 2004 (also see information in Description of Properties).



II. Marine Segment Operations



Through International Yacht Sales Group, Ltd. of Great Britain (IYSG), a wholly owned subsidiary of the Company, we have been working throughout 2004 to prepare for development of our operations to cross over from private leisure sales more toward brokerage sales related to commercial shipping markets and sales of commercial marine vessels.



International Yacht Sales Group, Ltd. (IYSG),



Is a wholly owned subsidiary of the Company which historically has developed various franchised/direct sales and brokerage based businesses and marketing strategy for its revenue growth. All of its business

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divisions and acquisitions planned or targeted for growth of IYSG are based primarily on providing brokerage services that are delivered over the internet on a scaleable software platform.



IYSG has evolved a unique software package that enables both buyer and seller to interact together with a view to selling or buying yachts, commercial vessels, equipment and other services, and enables future growth for its divisions and targeted acquisitions planned. The inventory listings linking data base to customers was successful for IYSG divisional sales in its first year of its full scale operations in 2003. In operations were predisposed to



The following are divisions of IYSG:



International Yacht Sales, Brokerage And Charter



IYSBC provides sales, brokerage and charter services for private leisure yachts. Services are delivered over its primary website IYSBC.com, and utilizes proprietary software, known as Secure Yacht Server (SYSS), originally developed by EMEDI8 (E8) also a branded division of IYSG. IYSBC began with pilot offices in Torquay, UK. developing the initial backbone of sales for IYSG. Its initial strategy has been to grow by increasing the volume of leisure boat sales and chartering activity on its own website, by direct sales, and by franchising its tradename, business model, and SYSS software to other brokerages and firms.



International Commercial Shipping



International Commercial Shipping provides a vast market for international sales and support for linking inventory to customers available on its own website. InternationalCommercialShipping.com links inventories to potential customers for all forms of commercial vessels ranging from tugs to oil tankers.



Classic Ships



Classic Ships provides professional sales services for Tall and Classic Ships. Its support and website is online at ClassicShips.com. The Classic Ships website additionally hosts equipment sales such as radar and GPS systems for the marine industry consumer end user.



Emedi8



Emedi8 is a developer of proprietary e-commerce software. E8s primary product has been SYSS, which was utilized by IYSBC, and other divisions. In addition, this platform is expected to serve as a foundation for real estate, construction, recruitment, and other e-commerce applications to be developed over time.





- Marketing Plan



Management relies upon agreements with independent, direct, and franchise sales agents to secure contracts for its commissioned revenues for sales of boats. The database and assemblage of vast inventory listings linking the SYSS system to its customers, is multitask friendly, and provides multiple users a Global interface platform addressed to active interested markets. IYSBC division has been operating in multiple locations and has developed some brand awareness in the U.S. and worldwide.



The Company plans initially to increase and expand its sales by increasing visibility with active markets viable for its Marine sales operations, linked by IT interface.



Implement its acquisition plans to acquire boats in the US at a discount to market for sale overseas, potentially to capitalize on increased margins for profit.



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- Sales and Marketability



IYSG earns its income by receiving 50% of the commission structure generated on the gross volume sales of Private Leisure Yachts, Commercial vessels, Boats, accessories and supplies. A special Banking account is managed by IYSG and IYSBC for the collection of all deposits, gross receipts and distribution of commissions to selling and listing agents. Franchise Fees accounts for generation of secondary revenues. Being a franchisee allows Brokerage agents to utilize our SYSS database system, and tap the tremendous inventory and locator listings and resources available. Franchisees can file their contracts and communications online securely. In fiscal 2003 IYSG achieved approximately $12,000,000 in Boat and Marine volume related sales of which the division generate brokerage commissions of approximately a $521,000 US dollar equivalent.

E - Commerce Market



The Internet provides platform of exchange for growth in domestic and global communications, enabling people to share information and conduct business electronically. The increasing functionality, accessibility and acceptance of the Internet have rapidly made it an standard commercial medium. Online businesses are directly interacting daily with end-users, both businesses and consumers. Online sales have posted growth every quarter since tracking processes began.



Customer Base



The Marine business is part of a relatively large economic environment on a Global scale, with potential customers in both the private leisure and commercial market. The IYSG customer base is significant and growing due to the need and relevance of its E  Commerce marketing platform and SYSS technology as a tool providing the ability to reach a significant potential end users for its industry base.



Suppliers



The Company's operations relative to International Yacht Sales Group, Ltd. and divisional operations do not depend upon any single supplier. Because it has multiple sources of supply, it has not experienced difficulties in obtaining adequate products and adequate alternatives to satisfy customers.



Competition



The Marine industry is highly competitive market. As a new brokerage business, the Company will not initially own, or may never own and control any of its product inventories for resale, and may have lesser control over the price it will receive relative to its gross sales volume. Higher costs of operations, fees and taxes assessed may become prevalent and will not  necessarily be able to be passed on to the Company's customers. Although management has established  relationships significant competition by individual  agents and brokers, and well established companies in the Marine sector exist. Integrated and independent companies are active bidders for desirable Marine vessels to purchase, and to resell to customers, as well as manufactures with substantial marketing presence and visibility to consumer markets. Many of these competitors have greater financial resources and strength than the Company has now or will have in the near future.



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BUSINESS RISKS



RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS FOR INTERNATIONAL YACHT SALES GROUP, LTD. (IYSG) SUBSIDIARY - MARINE SEGMENT



Our future results of operations involve a number of risks and uncertainties. With any business undertaking and their inherent unforeseeable risk in conducting business, the following paragraphs discuss a number of risks that could impact the company's financial condition and results of operations.



(a) COUNTRY RISK



Currently, the Company's revenues are derived from sale of its brokered listings of Marine vessels and inventory items, software and services to customers in Great Britain, European countries, United States, and a greater or lesser extent from time to time from various countries and mainlands around the world. A downturn or stagnation in the economic environment in either Great Britain or one or more of these countries could have a material adverse effect on the Company's financial condition.



(b) PRODUCTS RISK



Our revenue-producing operations are limited and the information available about us makes an evaluation difficult. We have conducted limited operations and we have little operating history that permits you to evaluate our business and our prospects based on prior performance. You must consider your investment in light of the risks, uncertainties, expenses and difficulties that are usually encountered by companies in their early stages of development, particularly those engaged in international commerce. In addition to competing with other shipping, brokerage, commercial marine vessel, private leisure boat vessel, internet technology communication and web companies, the Company could have to compete with larger US companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel. There can be no assurance that the Company will remain competitive should this occur. Our internet based real estate development business is subject to various risks including, without limitation, risks relating to the ability to locate and consummate the acquisition of suitable parcels of land, the availability and timely receipt of zoning, land-use, building, occupancy and other required regulatory permits or approvals, the cost and timely completion of construction (including risks from causes beyond our control, such as weather, labor conditions or material costs and shortages) and the availability of financing on favorable terms. These risks could result in substantial unanticipated delays or expense and, under certain circumstances, could prevent completion of development activities, any of which could have a material adverse effect on our business.



(c) EXCHANGE RISK



The Company generates revenue and incurs expenses and liabilities in British Pound Sterling, the Euro, and U.S. dollars. As a result, the Company is subject to the effects of exchange rate fluctuations with respect to any of these currencies. Since 1994, the official exchange rate for the conversion of Pound Sterling, and the Euro to U.S. dollars has generally been stable and the Pound Sterling has appreciated slightly against the U.S. dollar. However, given recent economic instability and currency fluctuations in the world, the Company can offer no assurance that the Pound Sterling, and the Euro will continue to remain stable against the U.S. dollar or any other foreign currency. The Company's results of operations and financial condition may be affected by changes in the value of Pound Sterling, the Euro and other currencies in which its earnings and obligations are denominated. The Company has not entered into agreements or purchased instruments to hedge its exchange rate risks, although the Company may do so in the future.



12



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(d) OUR FUTURE PERFORMANCE IS DEPENDENT ON ITS ABILITY TO RETAIN KEY PERSONNEL



Our future success depends on the continued services of executive management in our established Brokerage business in Great Britain. The loss of any of their services would be detrimental to us and could have an adverse effect on our business development. We do not currently maintain key-man insurance on their lives. Our future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing.



(e) OUR BUSINESS DEPENDS SIGNIFICANTLY UPON THE PERFORMANCE OF OUR INTERNATIONAL YACHT SALES GROUP, LTD. (IYSG) SUBSIDIARY AND ITS INTERCOMPANY DIVISIONS, WHICH IS UNCERTAIN.



Currently, all of our revenues are derived via the operations of IYSG. Economic, governmental, political, industry and internal company factors outside our control affect IYSG. If IYSG does not succeed, the value of our assets and the price of our common stock could decline. Some of the material risks relating to IYSG include:



-

our subsidiary is located in Great Britain and has specific risks associated with that;



-

Intensifying competition for our products and services and that of subsidiary, which could lead to the failure of IYSG and its divisions;



(f) LIABILITY RISK



We act as general contractor on our sales and brokerage services. General services are performed by us and by unaffiliated subcontractors. As a contractor, we are responsible for the performance of the entire contract, including work assigned to unaffiliated subcontractors, and may be liable for personal injury or property damage caused by the subcontractors. It is a common business practice in Great Britain to carry liability insurance. Should an uninsured loss or a loss in excess of insured limits under its general liability or excess liability insurance occur, such loss could have a material adverse effect on our business.



OTHER RISK FACTORS



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 Marine sector of operations, especially as they pertain to foreign markets and market conditions. These risks and uncertainties can materially affect the results predicted. Other risks include the Company's limited operating history, the limited financial resources, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, and changes in Federal or State laws and conditions of equity markets.



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



GOVERNMENTAL REGULATION



Effect of Probable Governmental Regulation on the Business



13



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As we expand our efforts to develop new products and services, 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.



As our services are available 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.



Our Brokerage Business for Marine leisure boat sales and commercial vessels, including franchise and direct sales outlets are subject to various laws and governmental regulations relating to our business operations and project developments, such as taxing authority and VAT requirements. We believe we are currently in compliance with all laws, rules and regulations applicable to our projects and properties and such laws, rules and regulations do not currently have a material impact on our operations. However, due to the increasing popularity and growth in development in the areas of Great Britain where our present and future projects will be developed and operated, it is possible that new laws, rules and/or regulations may be adopted with respect to our projects or proposed projects. The enactment of any such laws, rules or regulations in the future may have a negative impact on our projected growth, which could in turn decrease our projected revenues or increase our cost of doing business.



COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS



Our business is not subject to regulation under the state and federal laws regarding environmental protection and hazardous substances control at the present time with respect to the Marine sector of 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.



COMPETITION



Certain regions in England are currently being heavily expanded and developed with the assistance of its government. We anticipate that there will be extensive competition from other companies and businesses, including some  large, multi-national Marine operations and hedge funds involved in the shipping and transportation of commodities sectors. Our competitors include established Marine shipping operations and Marine brokerage companies. Many of our current and potential competitors have longer operating histories and financial, sales, marketing and other resources substantially greater than those of the Company. As a result, our competitors may be able to adapt more quickly to changes in customer needs or to devote greater resources than we can to the sales of our real estate projects. Such competitors could also attempt to increase their presence in our markets by forming strategic alliances with other competitors, by offering new or improved products or by increasing their efforts to gain and retain market share through competitive pricing. As the market for real estate development matures, price competition and ability to purchase prime real estate for development has intensified and is likely to continue to intensify. Such competition has adversely affected, and likely will continue to adversely affect, our gross profits, margins and results of operations. There can be no assurance that we will be able to continue to compete successfully with existing or new competitors.



EMPLOYEES-IYSG MARINE SEGMENT OPERATIONS



We believe that the success of our business will depend, in part, on our ability to attract, retain and motivate highly qualified sales, technical and management personnel, and upon the continued service of our senior management personnel. As of the date of this annual report, International Yacht Sales Group, Ltd. has 1 full-time and 1 part-time employee. We cannot assure you that we will be able to successfully attract, retain and motivate a sufficient number of qualified personnel to conduct our business in the future.

14



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RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS FOR THE COMPANY



Due to the Company's limited operating history, it is difficult to predict accurately future revenues. 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 EGPI Firecreek, Inc. cannot be used to predict the future performance of the Company.



LACK OF EXPERIENCE



Almost all of the management team joined the Company in 1999, 2003, and 2004 and certain of our management 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.



OPERATING  LOSSES



The Company expects to incur increased operating expenses during the next year. 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 product revenue or achieve profitability at all or on any substantial basis. The Company incurred a net loss of $6,025,601 in fiscal 2004 and $1,417,670 in fiscal year 2003.



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 arranged, consummated, and sold 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.

15



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Financing to be potentially obtained from prospects is not assured or guaranteed until actually  consummated and financing actually provided. The Company at this date does not anticipate that existing shareholders will provide any portion of the Company's future financing requirements.



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 successfully pursue these aspects 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 those of the Company's stockholders.



NO FINANCIAL DATA



As a result of its limited operating history, the Company does not have  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 common stock may drop.



Estimating Inaccuracies: There are numerous uncertainties inherent in estimating quantities of proven  reserves and in projecting  future rates of production and timing of development expenditures, including many factors beyond the control of the  Company.



KEY OFFICERS MANAGEMENT SERVICES WERE PROVIDED PRIMARILY BY OUTSIDE CONSULTING FIRMS, AND INDIVIDUALS CONTRIBUTING ADDITIONAL KEY OFFICERS MANAGEMENT SERVICES FOR FISCAL YEAR ENDED DECEMBER 31, 2004



Individual outside consulting firms owned by three of our key officers Dennis R Alexander, Chairman and CFO, Gregg Fryett, CEO and Director, and Melvena Alexander, Secretary and Comptroller along with an additional three key officers John R. Taylor, President and Director, William E. Merritt, Executive Vice President, Director, and General Counsel, Bud Faulder, Vice President and Director individually providing and contributing additional key services managed the business of the Company. The loss of the services of any key individual could have effect on the development of the Company's business. The Company may hire future employees not provided through outside consulting  firms, and depend on their services, the loss of which may effect the development of the Company's  business and could adversely affect the conduct of our business. While it intends to do so, the Company has not yet 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

16



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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 57.66% MAJORITY OF SHARES



The executive officers and directors of the Company currently beneficially own approximately 57.66% of the outstanding Common Stock representing a majority. Accordingly, such persons will effectively control the Board of Directors of the Company and will direct the affairs of the Company.



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.



OTHER



The Companys corporate operations during fiscal year ended 2004 did not retain any employees. Individual consulting firms owned by three key officers along with three additional key officers contributing time and effort managed the day-to-day operations of our Company full time. The Company has not been in the position to afford to make salary payments. Three other directors, two of which are officers of the Company, assisted us and were available as required for no charge. We also have six to twelve consultants at minimum, and does not include part time web technicians, accounting consultants, legal consultants, oil and gas technical team consultants and engineers available for project purposes; two are executive assistants on a part time basis with the Firecreek operations, two are translators, one assists the executive officers on a contract basis; four advisors assist us with project evaluations and business development, two advisors have assisted us with information and research and one with technical writing and presentation. The Company intends to hire several full time employees if we receive funds which include; international accounting systems and data processing coordinator, oil and gas staff analyst and coordinator, chief communications officer; investor relations; vice president; operations officer; financing officers; several key assistants to executive officers, and other. Future performance will be substantially dependent on the continued  services of management at no cost 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.



All of the company's revenues during the last fiscal year were derived principally from international sources.





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.



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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.



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.



Productive: Able to produce oil and/or gas.



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



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



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



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



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



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. 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 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.



Disposal of Young County Texas Property Interests



On December 24, 2003 the Company disposed of 100% of the 87.5% working and respective net revenue interests owned in oil and gas properties located in Olney Young County Texas, which included 10 wells of which 9 were producing, six leases, equipment, oil wells and salt water disposal wells (swd) set up for production of these interests in proved developed producing oil reserves, with revenues. The interests in

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these assets were sold to a purchaser for the balance of the debt remaining on the assets of approximately $954,000.



Minority Interest in Unproved Acreage



The Company owns a minority working interest in an unproved 257 acres of leases for development, including associated interests in all equipment and fixtures located on or used in connection with the leases on a well-to-well basis. The two leases are both located in Runnels County, Texas. The leases are believed to contain reserves of oil and gas. We have not attributed proved reserves to these leases. The Company, at its election, will attempt to sell its interest to partners or develop them. The Company has assigned a zero value to these interests at December 31, 2003.



Intangible Assets Acquired Through Exchange Merger Acquisition with International Group Holdings, Ltd. (IYSG)



On December 1, 2003 through our exchange merger acquisition with International Group Holdings, Ltd., as amended, a commercial and private leisure marine vessel sales brokerage and charter business, International Yacht Sales Group, Ltd. of Great Britain (IYSG) and all of its divisions, as a wholly owned subsidiary of the Company. Divisions of IYSG include but are not limited to International Yacht Sales Brokerage and Charter (IYSBC), Emedia8 (E8), International Marine Services (IMS), International World Realty (IWR), International Boat Services (IBS), and International Commercial Shipping (ICS).



The Company commissioned Grant Thornton LLP. to provide analysis and a Report so that we could determine the fair valuation of the assets owned by International Yacht Sales Group, Ltd., now a wholly owned subsidiary of the Company.



The Report, issued on April 22, 2004 was preformed by Neil J. Beaton, CPA/ABV, CFA, ASA, Partner in Charge, Valuations Services, and David C. Dufendach, CPA/ABV, ASA National Director of Fair Value Reporting, Valuation Services, Grant Thornton, LLP.



Based on the Report the Analysis of Fair Value of Intangible Assets for FAS 141 Purchase Price Allocation has been determined to be $1,540,000 for IYSBC and E8, which are divisions of IYSG wholly owned by the Company.



At December 31, 2004, management elected to impair the book value of its long lived assets since estimates of future cash flows attributable to these assets could not be assured. Consequently, management recognized $1,344,617 impairment expense in the consolidated statement of operations.



Websites/Domain Names



The Company also acquired the Internet websites and domain names owned by IYSBC.



www.iysbc.com (1)

www.internationalcommercialshipping.com (1)

www.classicships.com (1)

www.internationalcharterboats.com

www.international4salebyowner.com

www.internationalpowerboats.com

www.internatioalyachtclub.com

www.internationaloutboard.com

www.internationalyachtsforsale.com



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(1) These websites are integral to the Companys IYSG and IYSBC business model and revenue generating capacity of the business. From these websites, customers can view, link in, and purchase Company inventory. The additional listed websites are under development.



Developed Technology  Software



The Company owns developed technology  Secure Yacht Sales Server (SYSS) Software developed by EMEDI8 a division of International Yacht Sales Group, Ltd.



ITEM 3 - LEGAL PROCEEDINGS



Texas Litigation



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



Arizona Litigation



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



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



International Yacht Sales Group, Ltd. is involved in a matter in United Kingdom with a creditor Mercator Media (Mercator) for non payment on advertising invoices due in approximate amount of USD$9,000 plus legal costs added of approximately USD3,000-$4,000. IYSG management believed the bill was not owed by it but by unauthorized third parties using its name and letterhead in an inappropriate business manner during the course of a circumvention attempt. This motion was negated due instruction on IYSG letterhead. The Company in behalf of IYSG settled a statutory action made by Mercator Media by agreeing to pay the debt

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owed for IYSG in monthly installments beginning with a lump sum of approximately USD$3,000 followed by monthly installments of USD$2,000 per month. The lump sum initial payment was made in December 04 and therewith Mercator agreed to a 56 adjournment of the Winding-Up Petition against IYSG. The Company has made three additional USD$2,000 monthly installment payments to date. Balance on the debt with attorneys fees is approximately USD$4,000 remaining as of March 7, 2005.



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



Matters that were submitted to a vote of our security holders during entire fiscal year 2004.



Please see our 14C Definitive Information Statement Re: Annual Meeting filed with the commission on June 9, 2004, containing information on shareholder consents obtained in lieu of meeting April 27, 2004 listed in the Definitive Information Statement.



Please see our 8K Current Report items 1,2,5, and 7 filed with the commission on July 16, 2004, containing information on shareholder majority consents obtained in lieu of meeting June 17, 2004 listed in item 5 of the report.



On August 5, 2004, Consenting Shareholders Owning Approximately 61% of Our Common Stock: a.) Consented in writing to the proposed actions approving Articles of Amendment to the Registrant's Articles of Incorporation(please see Exhibit 3.6 to Registrants Report on Form 10-QSB for the quarter ended June 30, 2004 and incorporated herein by reference); and b.) Consented in writing to the proposed actions approving a Registration Statement on Form S-8 for the Companys 2004 Stock Incentive Plan (2) filed with the Commission August 6, 2003. This information was furnished in Item 4. of the Registrants Report on Form 10-QSB for the quarter ended September 30, 2004 and incorporated herein by reference).



On September 30, 2004 the board of directors and shareholders had approved by majority consent a name change from Energy Producers, Inc. to EGPI\Firecreek, Inc. and the following additional matters (please see our Current Report on Form 8-K/A (Amendment No. 3) filed September 30, 2004, incorporated herein by reference, and Item 9.01 (c) Exhibit No. 99.1 thereto).



i.

Confirmed the Merger Exchange Agreement between the Registrant and Firecreek Petroleum, Inc. based on progress defined (see Item 9.01 Exhibit 99.1 attached to the Current Report).



ii.

Authorized and approved the Proposed Voting Agreement for signing (see Form 8-K/A current report filed on September 16, 2004, Item 9.01 Exhibit 10.21 thereto, incorporated herein by reference).



iii.

Approved and reconfirmed other matters listed in the resolution (see Item 9.01 Exhibit 99.1 attached to the amended current report).



On December 18, 2004, Consenting Shareholders owning approximately 59% of our Common Stock: a.) Consented in writing to the proposed actions approving a Registration Statement on Form S-8 for the Companys 2005 Stock Incentive Plan filed with the Commission December 20, 2004, and  b.) approved for the issuance of 150,000 shares of its Series B preferred stock, par value $0.001 per share, as additional consideration in behalf of a Credit Facility Agreement entered into by Firecreek, Inc., a Delaware corporation (Firecreek), EGPI Firecreek, Inc., a Nevada corporation (EGPI), and Randy Pack (Lender).

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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, NASD NQB Pink Sheets initially January 20, 2000. As of March 14, 2003 the Company moved to the over-the-counter market NASD OTC Electronic Bulletin Board quotation medium system, and is presently dually quoted on both Pinks Sheets, and Bulletin Board. The range of high and low bid information for the shares of the Company's stock for the last three complete fiscal years, as reported by the OTC Bulletin Board National Quotation Bureau, is set forth below. Such quotations  represent prices between dealers, do not include retail markup, markdown or commission, and do not represent actual transactions.



Year Ended December 31, 2004

High

Low

First Quarter

$0.21

$0.11

Second Quarter

0.23

0.06

Third Quarter

0.13

0.065

Fourth Quarter

0.09

0.03



Year Ended December 31, 2003

High

Low

First Quarter

$0.20

$0.01

Second Quarter

0.44

0.04

Third Quarter

0.06

0.03

Fourth Quarter

0.20

0.03



Year Ended December 31, 2002

High

Low

First Quarter

$0.02

$0.02

Second Quarter

0.02

0.02

Third Quarter

0.02

0.02

Fourth Quarter

0.02

0.0005





As of December 31, 2004, the Company had issued and outstanding 75,247,968 common shares, held by approximately 878 holders of record, 2,566,831 series A preferred held by 14 holders of record, and 9,500,000 series B preferred held by 14 holders of record.



There have been no cash  dividends  declared by the Company since its inception. Further, there are no restrictions that would limit the Company's ability to pay dividends on its common equity or that would be likely to do so in the future.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.



The following information is provided for the fiscal year ended December 31, 2004 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.

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Equity Compensation Plan Information



Plan category

Number of securities to be

Weighted average exercise

Number of securities

issued upon exercise of

price of outstanding options,

remaining available for future

outstanding options, warrants

warrants and rights

issuance

and rights

(a)

(b)

(c)

-------

-------

--------

(i) Equity compensation plans

approved by security holders



2004 Stock Incentive Plan

2,500,000

$  0.18

-0-



2004 Stock Incentive Plan (2)

1,400,000

$  0.09

-0-



2005 Stock Incentive Plan

7,000,000

$  0.054

2,600,000



(ii) Equity compensation plans

not approved by security holders



None

-

-

-

------------------------------

-------------

----------

------------

Total

10,900,000

$  0.108

2,600,000



On June 29, 2004 as part of the Registrants acquisition of Firecreek Petroleum, Inc. we granted stock options totaling 17,000,000 at an exercise price of $.70 cents. Since the options exercise price is considerably higher than the market price, the options are not expected to be exercised anytime in the near future.





ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



SUMMARY RESULTS OF OPERATIONS



Overview



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



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



The Company's revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: The

23



---

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



Effective July 1, 2004 we acquired Firecreek Petroleum, Inc., and its subsidiary Firecreek Romania, SRL. actively deploying development and plans for our new oil and gas subsidiary operations. Firecreek has pursued an aggressive acquisition plan for potential oil and gas rehabilitation and development projects located in several project countries. After several months of efforts Firecreek is now in the latter stages of commencing with oil and gas operations initially targeted for programs located in Russia and Romania (see further description and information listed in The Business). Although management believes it will be effective in its 2005 acquisition and development plans, there is no assurance we will commence with oil and gas operations, or if we do these operations will be profitable or provide expected revenues and corresponding cash flow.



On December 1, 2003 through our exchange merger acquisition with International Group Holdings, Inc., as amended, we acquired summarily, a commercial and private leisure marine vessel sales brokerage and charter business, International Yacht Sales Group, Ltd. of United Kingdom (IYSG), as a wholly owned subsidiary of the Company. IYSG has a fully integrated proprietary database system providing global IT coverage linking agents to buyers and generates its revenues from sales of listed marine inventory items including but not limited in its scope ranging from small boats to full size tugs and large commercial shipping vessels, equipment sales, and provides for other marine related services to generate potential revenues. IYSG has an existing international contact base. The Company is focused on evaluation of the market potential for continued development of its Marine subsidiary operations and increasing revenue for fiscal 2005 subject to the risks inherent in its business and plans.



Through 2004 our income was derived from IYSG. The subsidiary was purchased on December 1, 2003. The accompanying financial statements and management discussion and analysis includes IYSGs operations from January 1, 2004 to December 31, 2004 compared to December 1, 2003 to December 31, 2003.



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





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



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

24



---



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



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



In December 2003, the Company acquired International Yacht Sales Group, Ltd. (IYSG), engaged in brokerage sales of private leisure and commercial marine vessels. We are working to expand and increase our revenue base in Fiscal Year 2005 for our commercial marine sales operations. In 2004 we began to cross over from private leisure sales more toward brokerage sales related to commercial shipping markets. In attempting this crossover we encountered unexpected intense competition related to our initially entering commercial sales, amidst sudden changes in economic cycles for general private leisure boat sales, delays in obtaining capital, contract circumvention attempts, and changes in related government regulation and requirements on the marine industry for secondary resale vessel market. All together these circumstances impacted our 2004 growth plans and our business segment and significantly disrupted our operations, limiting and or canceling our prospects and potential sales. This however did not limit the potential purchasers as our inventory location capabilities is unique and in demand. Based on these experiences, and more, we are working to redress our plans and strategy for the marine segment in 2005. In addition we are working on feasibility for potentially structuring in house financing capabilities. Specialized marine vessel financing is needed to help attract qualified third party purchasers. Such finance ability must be structured on rates and terms beneficial to the marine operations profit margins. Additionally we are working on sources to supply capital necessary to take advantage of direct inventory marine vessel purchases available for resale. Our 2005 goal is to work on development and access to financing plans, improve our business strategy, competitive angle, and stimulate growth and recapture of sales activities related to the IYSG marine segments business plan and operations.



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

25



---

difficulties and delays encountered with business integration of two 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, and in the prices of marine vessel inventories, regulations, and acquisition and development pricing, 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 - 2004 Compared to 2003



Total revenue from  on-line marine retail was $21,168 for fiscal year 2004 compared with $82,866 for year 2003. The Company effectively began its operations in this business area through its acquisition of IYSG in early December 2003. Operations have not yet commenced for the Firecreek oil and gas division and therefore were no revenues generated for 2004.



General and administrative costs increased approximately 289% percent to $5,779,457 in 2004 from $1,294,334 in 2003 mainly due to the impairment charges related to the assets of IYSG and Firecreek. General and administrative costs include $1,139,659 in consulting fees resulting from the issuance of 14,125,000 shares to consultants in fiscal 2004. General administrative expense also includes $1,344,617 from impairment of long lived assets held by IYSG and $1,600,000 in impairment goodwill resulting from the purchase of Firecreek. Management elected to write off the resultant long lived assets and goodwill from the purchases as it could not be assured of future cash flows being in excess of the long lived assets and goodwill recognized at purchase.



After deducting general and administrative expense, the Company experienced a loss from operations of $5,772,972 in 2004 as compared to a loss of $1,245,338 in fiscal 2003.



Interest expense for fiscal year 2004 was $351,390 as compared to $64,366 in fiscal year 2003.  Much of the increase in interest expense for fiscal year 2004 was due to interest allocated on the convertible debt.



After deducting interest expense, the Company incurred a loss before extraordinary items of $6,182,601 in fiscal year 2004 compared to a loss of $1,309,704 in fiscal year 2003.



After accounting for forgiveness of debt, the net loss for the fiscal year 2004 was $6,025,601, as compared to $1,417,670 for fiscal year 2003. On a per share basis, fully diluted loss per share for fiscal year 2004 was $0.11 compared to $0.09 in fiscal 2003.



LIQUIDITY AND CAPITAL RESOURCES



Cash on hand at December 31, 2004 was $5,538 compared to $45,155 at the beginning of the year.  At December 31, 2004, the Company had working capital deficit of $6,025,601 compared to $1,309,704 at the beginning of the year.



Cash used by operating activities was $1,479,125 for the year ended December 31, 2004, compared with $847,772 for the year ended December 31, 2003.



Total assets decreased to $5,538 at December 31, 2004 compared to $1,758,790 mainly as a result of the impairment of the IYSG assets.



Shareholders equity decreased to ($2,239,915) at December 31, 2004 from an equity of $317,321 at December 31, 2003. During fiscal year 2004, the Company issued 14,125,000 shares to consultants valued at $1,139,659 for services rendered.  In addition, the Company raised $650,000 by issuing convertible debt, and

26



---

$748,250 in advances that were received from shareholders for operations. Net loss of $6,025,601 for fiscal year 2004 decreased stockholders equity to ($2,239,915) at the end of the year.



The  Company  must  generally  undertake  certain ongoing  expenditures  in connection expanding and developing its Firecreek Petroleum, Inc. oil and gas segment subsidiary operations, and its International Yacht Sales Group, Ltd. wholly owned Marine segment subsidiary operations; review and perform due diligence for commencement of its including acquisition development programs; develop new and ongoing business prospects, and provide capital for acquisitions and interests in accordance with its plan for each business segment.



Management has estimated that such cost for initially activating development of its current plans for commencement of the Firecreek oil and gas segment operations and expansion of our marine segment operations, will initially require approximately $2,500,000 to $5,000,000 or more during the first six to twelve months of fiscal 2004. We have obtained $150,000 and $350,000 in November 2004, and February 2005 respectively towards the initiation of this goal. We are expecting an additional $2,700,000 funding or more to conclude, but not guaranteed, by end of April 2005.



Financing and full operational expansion and development of acquisition programs for our Firecreek oil and gas, and IYSG marine subsidiary operations could require up to $50,000,000 or more. The Company may reduce or increase its requirement as circumstances dictate. We may also elect to revise these plans and requirements for funds depending on factors including; oil and gas acquisition and development interim and project finance requirements; marine segment requirements including warehouse lines of credit ability for its international commercial shipping projects; timing of markets as to cyclical aspects as a whole; currency and exchange rates; availability, interest and timing as may become indicated from parties representing potential sources of capital; structure and status of any of our strategic alliances, potential joint venture partners, or our targeted acquisitions and or interests.



We are working on obtaining additional financing for the development and expansion of our marine subsidiary operation, and for future segment plans.



The Company cannot predict that it will be successful in obtaining funding for its plans or that it will achieve profitability in fiscal 2005.



27



---





ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





EGPI FIRECREEK, INC.

(formerly Energy Producers, Inc.)







CONSOLIDATED

FINANCIAL STATEMENTS







DECEMBER 31, 2004 AND DECEMBER 31, 2003







Index to Financial Statements



Independent Auditors Report

F-1





Consolidated Balance Sheets

F-2





Consolidated Statement of Operations

F-3





Consolidated Statement of Cash Flows

F-4





Consolidated Statement of Changes in Shareholders Equity

F-5­  F-6





Notes to the Consolidated Financial Statements

F-7  F-19













28



---







Independent Auditors Report





The Shareholders

EGPI Firecreek, Inc.



We have audited the accompanying consolidated balance sheets of EGPI Firecreek, Inc. as of December 31, 2004 and December 31, 2003 and the related consolidated statements of operations and consolidated statements of changes in shareholders equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.



We conducted our audit in accordance with auditing standards generally accepted by the Public Company Accounting Oversight Board in the 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. 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 referred to above present fairly, in all material respects, the consolidated financial position of EGPI Firecreek, Inc. as of December 31, 2004 and December 31, 2003 and the related consolidated statements of operations and consolidated statements of changes in shareholders equity and cash flows for the years then ended in conformity with generally accepted accounting principles generally accepted in the United States of America.



As more fully discussed in Note 2 to the consolidated financial statements, there are significant matters concerning the Company that raise substantial doubt as to the ability of the Company to continue as a going concern.  Managements plans with regard to these matters are also described in Note 2 to the consolidated financial statements.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of recorded liabilities that might be necessary in the event that the Company cannot continue in existence.







/s/DONAHUE ASSOCIATES, L.L.C.

Donahue Associates, L.L.C.



Monmouth Beach, New Jersey

April 7, 2005





F-1



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Balance Sheets

As of December 31, 2004 and December 31, 2003



|                                                                            |                                          |  |          |             |             |            |             |            | 
|--------------------------------------------------------------------------- | ---------------------------------------- |  | -------- | ----------- | ----------- | ---------- | ----------- | ---------- | 
|ASSETS                                                                      |                                          |  |          |             |             | 31-Dec-04  |             | 31-Dec-03 
|                                                                            |                                          |  |          |             |             |            |             |            | 
|Current assets:                                                             |                                          |  |          |             |             |            |            
|Cash & interest bearing deposits                                            |                                          |  |          | $5,538      |             | $45,155   
|Accounts receivable                                                         |                                          |  |          |             | 0           |            | 21,933     
|Total current assets                                                        |                                          |  |          |             | 5,538       |            | 67,088     
|                                                                            |                                          |  |          |             |             |            |             |            | 
|Other assets:                                                               |                                          |  |          |             |             |            |             |           
|Property & equipment- net                                                   |                                          |  |          | 0           |             | 1,523,812 
|Receivables from shareholders                                               |                                          |  |          | 0           |             | 167,890   
|                                                                            | Total assets                             |  |          |             |             | $5,538     |             | $1,758,790
|                                                                            |                                          |  |          |             |             |            |             |            | 
|LIABILITIES AND SHAREHOLDERS' EQUITY                                        |                                          |  |          |             |            
|                                                                            |                                          |  |          |             |             |            |             |            | 
|Current liabilities:                                                        |                                          |  |          |             |             |            |            
|Accounts payable & accrued expenses                                         |                                          |  | $758,780 |             | $462,334   
|Notes payable- shareholders                                                 |                                          |  |          | 573,572     |             | 638,679   
|Accrued interest payable                                                    |                                          |  |          | 80,418      |             | 166,513   
|Deferred revenues                                                           |                                          |  |          |             | 0           |            | 123,649    
|Loans payable to banks                                                      |                                          |  |          |             | 0           |            | 4,936      
|Notes payable                                                               |                                          |  |          |             | 3,000       |            | 3,000      
|Capital lease payable- current portion                                      |                                          |  | 4,745    |             | 3,989      
|                                                                            | Total current liabilities                |  |          |             | 1,420,515   |            | 1,403,100  
|Advances payable to shareholders                                            |                                          |  |          | 564,803     |             | 0         
|Capital lease payable- non current portion                                  |                                          |  | 4,531    |             | 9,273      
|Convertible debentures payable-net                                          |                                          |  |          | 214,441     |             | 0         
|                                                                            | Total liabilities                        |  |          |             |             | 2,204,290  |             | 1,412,373 
|                                                                            |                                          |  |          |             |             |            |             |            | 
|Net liability of discontinued operation                                     |                                          |  | 29,096   |             | 29,096     
|                                                                            |                                          |  |          |             |             |            |             |            | 
|Shareholders' equity:                                                       |                                          |  |          |             |             |            |            
|Series A preferred stock, 20 million authorized, par value $0.001,one share |                                          |  |         
|convertible to one common share, no stated dividend, 2,566,831 issued       | $2,567                                   |  | $0      
|Series B preferred stock, 20 million authorized, par value $0.001,one share |                                          |  |         
|convertible to one common share, no stated dividend, 9,500,000 issued       | 9,500                                    |  | 0       
|Common stock- $.001 par value, authorized 200,000,000 shares,               |                                          |  |          |            
|issued and outstanding, 75,247,968 at December 31, 2004 and                 |                                          |  |          |            
|                                                                            | 36,088,968 shares at December 31, 2003   |  |          | 75,248      |             | 36,089    
|Additional paid in capital                                                  |                                          |  |          | 6,388,767   |             | 2,983,534 
|Accumulated deficit                                                         |                                          |  |          |             | (8,726,593) |            | (2,700,992)
|Accumulated other comprehensive loss                                        |                                          |  | 22,663   |             | (1,310)    
|                                                                            | Total shareholders' equity (deficit)     |  |          | (2,239,915) |             | 317,321   
|                                                                            |                                          |  |          |             |             |            |             |            | 
|                                                                            | Total Liabilities & Shareholders' Equity |  |          | $5,538      |             | $1,758,790
|                                                                            |                                          |  |          |             |             |            |             |            | 
|See the notes to the financial statements.                                 

F-2



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statements of Operations

For the Years Ended December 31, 2004 and December 31, 2003





|                                                     |                                         |             |              |             |              | 31-Dec-04   |              | 31-Dec-03
|---------------------------------------------------- | --------------------------------------- | ----------- | ------------ | ----------- | ------------ | ----------- | ------------ | ---------
|Revenues:                                            |                                         |             |              |             |              |             |             
|                                                     | Gross revenues                          |             |              |             | $21,168      |             | $82,866     
|                                                     | Less cost of revenues                   |             |              | (14,683)    |              | (33,870)   
|                                                     | Net revenues                            |             |              |             | 6,485        |             | 48,996      
|                                                     |                                         |             |              |             |              |             |              |          
|General and administrative expenses:                 |                                         |             |              |            
|                                                     | General administration                  |             |              | 5,779,457   |              | 1,294,334  
|                                                     | Total general & administrative expenses |             | 5,779,457    |             | 1,294,334   
|                                                     |                                         |             |              |             |              |             |              |          
|Net loss from operations                             |                                         |             |              | (5,772,972) |              | (1,245,338)
|                                                     |                                         |             |              |             |              |             |              |          
|Other revenues and expenses:                         |                                         |             |              |             |             
|                                                     | Other income                            |             |              |             | (58,239)     |             | 0           
|                                                     | Interest expense                        |             |              |             | (351,390)    |             | (64,366)    
|Net loss before provision for income taxes           |                                         | (6,182,601) |              | (1,309,704)
|                                                     |                                         |             |              |             |              |             |              |          
|Provision for income taxes                           |                                         |             | 0            |             | 0           
|                                                     |                                         |             |              |             |              |             |              |          
|Net loss before extraordinary item                   |                                         |             | (6,182,601)  |             | (1,309,704) 
|                                                     |                                         |             |              |             |              |             |              |          
|Extraordinary item- forgiveness of debt (net of tax) | 157,000                                 |             | 0           
|                                                     |                                         |             |              |             |              |             |              |          
|Net loss from continuing operations                  |                                         |             | ($6,025,601) |             | ($1,309,704)
|                                                     |                                         |             |              |             |              |             |              |          
|Discontinued operations (net of tax)                 |                                         |             | $0           |             | (107,966)   
|                                                     |                                         |             |              |             |              |             |              |          
|Net loss                                             |                                         |             |              |             | ($6,025,601) |             | ($1,417,670)
|                                                     |                                         |             |              |             |              |             |              |          
|Basic & fully diluted net loss per common share      |                                         |             |              |            
|Loss from continuing operations                      |                                         |             | ($0.11)      |             | ($0.08)     
|Loss from discontinued operations                    |                                         |             | 0.00         |             | (0.01)      
|Loss from extraordinary item                         |                                         |             | 0.00         |             | 0.00        
|Loss per share                                       |                                         |             |              | ($0.11)     |              | ($0.09)    
|                                                     |                                         |             |              |             |              |             |              |          
|Weighted average of common shares outstanding:       |                                         |             |             
|Basic & fully diluted                                |                                         |             |              | 53,088,218  |              | 15,915,354 
|                                                     |                                         |             |              |             |              |             |              |          
|See the notes to the financial statements.          



F-3



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2004 and December 31, 2003







|                                                    |                                                      |  |           |              |         |              | 31-Dec-04 |           | 31-Dec-03
|--------------------------------------------------- | ---------------------------------------------------- |  | --------- | ------------ | ------- | ------------ | --------- | --------- | ---------
|Operating Activities:                               |                                                      |  |           |              |         |              |          
|Net loss from continuing operations                 |                                                      |  |           | ($6,025,601) |         | ($1,309,704)
|Adjustments to reconcile net income items           |                                                      |  |           |              |        
|not requiring the use of cash:                      |                                                      |  |           |              |         |             
|                                                    | Depreciation expense                                 |  |           |              | 58,737  |              | 39,317   
|                                                    | Amortization of beneficial conversion feature        |  | 269,174   |              | 0      
|                                                    | Bad debt                                             |  |           |              |         |              | 141,443   |           | 0        
|                                                    | Consulting expense                                   |  |           |              |         | 1,139,659    |           | 587,450  
|                                                    | Impairment expense                                   |  |           |              |         | 2,944,617    |           | 145,507  
|                                                    | Extraordinary item- forgiveness of debt (net of tax) |  | (157,000) |              | 0      
|Changes in other operating assets and liabilities : |                                                      |  |           |             
|                                                    | Accounts receivable                                  |  |           |              |         | 21,933       |           | 11,610   
|                                                    | Accounts payable and accrued expenses                |  |           | 251,562      |         | (217,274)   
|                                                    | Deferred revenues                                    |  |           |              |         | (123,649)    |           | (104,678)
|Net cash used by operations                         |                                                      |  |           | (1,479,125)  |         | (847,772)   
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Investing Activities:                               |                                                      |  |           |              |         |              |          
|                                                    | Cash acquired in purchase of subsidiary              |  |           | 0            |         | 145,061     
|Net cash provided by investing activities           |                                                      |  | 0         |              | 145,061
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Financing Activities:                               |                                                      |  |           |              |         |              |          
|                                                    | Issuance of common stock                             |  |           |              | 50,180  |              | 8,000    
|                                                    | Payment of bank loan                                 |  |           |              | (4,936) |              | 0        
|                                                    | Issuance of convertible debentures                   |  |           | 650,000      |         | 0           
|                                                    | Payment of capital lease                             |  |           |              | (3,986) |              | (22,290) 
|                                                    | Proceeds from shareholder advances                   |  |           | 748,250      |         | 743,013     
|Net cash provided by financing activities           |                                                      |  | 1,439,508 |              | 728,723
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Net increase in cash during the year                |                                                      |  |           | (39,617)     |         | 26,012      
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Cash balance at beginning of the fiscal year        |                                                      |  | 45,155    |              | 19,143 
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Cash balance at end of the fiscal year              |                                                      |  | $5,538    |              | $45,155
|                                                    |                                                      |  |           |              |         |              |           |           |          
|Supplemental disclosures of cash flow information:  |                                                      |  |           |             
|Interest paid during the period                     |                                                      |  |           | $1,574       |         | $0          
|Income taxes paid during the period                 |                                                      |  | $0        |              | $0     
|                                                    |                                                      |  |           |              |         |              |           |           |          
|See the notes to the financial statements.         









F-4



---





EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statement of Changes in Shareholders Equity

For the Years Ended December 31, 2004 and December 31, 2003









|                                           |  |            |  |           |  |            |  |              |  | Other         |  |             
|------------------------------------------ |  | ---------- |  | --------- |  | ---------- |  | ------------ |  | ------------- |  | ------------
|                                           |  | Common     |  | Common    |  | Paid in    |  | Accumulated  |  | Comprehensive |  |             
|                                           |  | Shares     |  | Par Value |  | Capital    |  | Deficit      |  | Loss          |  | Total       
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Balance at January 1, 2003                 |  | 12,017,812 |  | $12,018   |  | $707,039   |  | ($1,283,322) |  | $0            |  | ($564,265)  
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Issued stock for services                  |  | 6,820,000  |  | 6,820     |  | 580,630    |  |              |  |               |  | 587,450     
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Issued common stock                        |  | 200,000    |  | 200       |  | 7,800      |  |              |  |               |  | 8,000       
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Issued stock to purchase IGHI              |  | 17,051,156 |  | 17,051    |  | 1,688,065  |  |              |  |               |  | 1,705,116   
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Foreign currency                           |  |            |  |           |  |            |  |              |  |               |  |             
|translation adjustment                     |  |            |  |           |  |            |  |              |  | (1,310)       |  | (1,310)     
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Net loss for the fiscal year               |  |            |  |           |  |            |  | (1,417,670)  |  |               |  | (1,417,670) 
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Balance at December 31, 2003               |  | 36,088,968 |  | 36,089    |  | 2,983,534  |  | (2,700,992)  |  | (1,310)       |  | 317,321     
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Stock issued to consultants                |  | 14,125,000 |  | 14,125    |  | 1,125,534  |  |              |  |               |  | 1,139,659   
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Conversion of convertible debt             |  | 5,034,000  |  | 5,034     |  | 176,916    |  |              |  |               |  | 181,950     
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Beneficial conversion feature              |  |            |  |           |  | 522,783    |  |              |  |               |  | 522,783     
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Issuance of tock to purchase               |  |            |  |           |  |            |  |              |  |               |  |             
|Firecreek                                  |  | 20,000,000 |  | 20,000    |  | 1,580,000  |  |              |  |               |  | 1,600,000   
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Foreign currency                           |  |            |  |           |  |            |  |              |  |               |  |             
|translation adjustment                     |  |            |  |           |  |            |  |              |  | 23,973        |  | 23,973      
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Net loss for the fiscal year               |  |            |  |           |  |            |  | (6,025,601)  |  |               |  | (6,025,601) 
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|Balance at December 31, 2004               |  | 75,247,968 |  | $75,248   |  | $6,388,767 |  | ($8,726,593) |  | $22,663       |  | ($2,239,915)
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|                                           |  |            |  |           |  |            |  |              |  |               |  |             
|See the notes to the financial statements.
|                                           |  |            |  |           |  |            |  |              |  |               |  |             



F-5



---



EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Consolidated Statement of Changes in Shareholders Equity

For the Years Ended December 31, 2004 and December 31, 2003

(continued)





|                                           |  | Comprehensive |  |  |  |                            |           |            |        | Preferred |  | Par  
|------------------------------------------ |  | ------------- |  |  |  | -------------------------- | --------- | ---------- | ------ | --------- |  | -----
|                                           |  | Loss          |  |  |  |                            |           |            |        | Issued    |  | Value
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|Comprehensive loss January 1, 2003         |  | ($503,325)    |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  | Issuance of preferred A to | 2,566,831 |            | $2,567
|Foreign currency                           |  |               |  |  |  | purchase Firecreek         |           |            |       
|translation adjustment                     |  | (1,310)       |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  | Issuance of preferred B to |           |            |       
|Net loss for the fiscal year               |  | (1,417,670)   |  |  |  | purchase Firecreek         | 9,500,000 |            | 9,500 
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|Comprehensive loss at December 31, 2003    |  | (1,418,980)   |  |  |  | Total preferred issued     |           | 12,066,831 |        | $12,067  
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|Foreign currency                           |  |               |  |  |  |                            |           |            |        |           |  |      
|translation adjustment                     |  | 23,973        |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|Net loss for the fiscal year               |  | (6,025,601)   |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|Comprehensive loss at December 31, 2004    |  | ($7,420,608)  |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|                                           |  |               |  |  |  |                            |           |            |        |           |  |      
|See the notes to the financial statements.













F-6



---





EGPI Firecreek, Inc.

(formerly Energy Producers, Inc.)

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2004 and December 31, 2003



1.

Organization of the Company and Significant Accounting Principles



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



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



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



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



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



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



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



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



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



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

F-7



---



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



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



Office equipment

3 years

Computer hardware

3 years

Software

3 years





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



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



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



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

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

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

F-8



---



Recent Accounting Pronouncements-



EITF 03-16:In March 2004, the EITF reached a consensus regarding Issue No. 03-16, "Accounting for Investments in Limited Liability Companies" ("EITF 03-16"). EITF 03-16 requires investments in limited liability companies ("LLCs") that have separate ownership accounts for each investor to be accounted for similar to a limited partnership investment under Statement of Position No. 78-9, "Accounting for Investments in Real Estate Ventures." Investors are required to apply the equity method of accounting to their investments at a much lower ownership threshold than the 20% threshold applied under APB No. 18, "The Equity Method of Accounting for Investments in Common Stock." The adoption of EITF 03-16 did not have a material impact on the consolidated financial condition or results of operations.



EITF 04-1: In September 2004, the EITF reached a consensus regarding Issue No. 04-1, "Accounting for Preexisting Relationships Between the Parties to a Business Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a business combination to evaluate any preexisting relationship with the acquiree to determine if the business combination in effect contains a settlement of the preexisting relationship. A business combination between parties with a preexisting relationship should be viewed as a multiple element transaction. EITF 04-1 is effective for business combinations after October 13, 2004, but requires goodwill resulting from prior business combinations involving parties with a preexisting relationship to be tested for impairment by applying the guidance in the consensus. The adoption of EITF 04-1 did not have a material impact on the consolidated financial condition or results of operations.



SFAS No. 123R :In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. In addition, SFAS No. 123R will cause unrecognized expense (based on the amounts in our pro forma footnote disclosure) related to options vesting after the date of initial adoption to be recognized as a charge to results of operations over the remaining vesting period. The adoption of SFAS No. 123R did not have a material impact on the consolidated financial condition or results of operations.



2. Going Concern Considerations



The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principals, which assume the continuity of the Company as a going concern.  However, during the years ended December 31, 2004 and December 31, 2003 and in prior fiscal years, the Company has experienced, and continues to experience, certain going concern issues related to profitability.



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



-Raise interim finance to assist i) commencement-development of oil and gas operations ii) marine subsidiary operations,  iii) corporate operations

-Complete technical field analysis and certified third party engineering reports for oil and gas projects initially located in Russia and Romania suitable to investor requirements

-Acquire primary working interests in oil and gas projects

-Obtain asset based project finance to fund full scale work programs for oil and gas projects in Russia and Romania

F-9



---

-Structure and obtain specialized financing and credit facility available for marine division requirements to develop sales growth

-Implement necessary staffing requirements and executive manpower

-Acquire and deploy international accounting software and systems for subsidiary operations



3. Fair Values of Financial Instruments



The carrying amounts of the cash, accounts receivable, receivables from shareholders, accounts payable and accrued expenses, accrued interest payable,  loans payable to banks, notes payable, notes payable to shareholders, deferred revenues, capital lease payable, advances payable to shareholders, and convertible debentures payable reported in the balance sheet are estimated by management to approximate fair value.



4. Net Loss per Share



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



Warrants to purchase 4,200,000 shares of common stock were outstanding at December 31, 2004.  In addition, the Company issued convertible debt in April and November 2004.  The Company received proceeds $650,000 and issued unsecured debt at 1% due in April 2009 convertible into 16,760,000 shares of common stock.



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



Net loss per common share has been computed as follows:



|                                      |  |              |         | 31-Dec-04    |         | 31-Dec-03
|------------------------------------- |  | ------------ | ------- | ------------ | ------- | ---------
|                                      |  |              |         |              |         |          
|Net loss from continuing operations   |  | ($6,025,601) |         | ($1,309,704)
|                                      |  |              |         |              |         |          
|Net loss from discontinued operations |  | $0           |         | ($107,966)  
|                                      |  |              |         |              |         |          
|Total shares outstanding              |  | 75,247,968   |         | 36,088,968  
|                                      |  |              |         |              |         |          
|Weighted average                      |  | 53,088,218   |         | 15,915,354  
|                                      |  |              |         |              |         |          
|Loss from continuing operations       |  | ($0.11)      |         | ($0.08)     
|Loss from discontinued operations     |  | 0.00         |         | (0.01)      
|Loss per share                        |  |              | ($0.11) |              | ($0.09)



F-10



---



Options outstanding at December 31, 2004 are as follows.





|                                 |  |  |           |           |       |             |      | Wgtd Avg       |  | Wgtd Years 
|-------------------------------- |  |  | --------- | --------- | ----- | ----------- | ---- | -------------- |  | -----------
|                                 |  |  |           |           |       | Amount      |      | Exercise Price |  | to Maturity
|                                 |  |  |           |           |       |             |      |                |  |            
|Outstanding at January 1, 2003   |  |  |           | 6,600,000 |       |             |      |               
|                                 |  |  |           |           |       |             |      |                |  |            
|Issued                           |  |  |           |           |       | 0           |      |                |  |            
|Expired                          |  |  |           |           |       | (2,000,000) |      |                |  |            
|                                 |  |  |           |           |       |             |      |                |  |            
|Outstanding at December 31, 2003 |  |  | 4,600,000 |           | $0.97 |             | 6.20
|                                 |  |  |           |           |       |             |      |                |  |            
|Issued                           |  |  |           |           |       | 0           |      |                |  |            
|Expired                          |  |  |           |           |       | (400,000)   |      |                |  |            
|                                 |  |  |           |           |       |             |      |                |  |            
|Outstanding at December 31, 2004 |  |  | 4,200,000 |           | $0.96 |             | 2.64





5. Property and Equipment



A summary of property and equipment at December 31, 2004 and December 31, 2003 is as follows.







|                             |  |  |  | 31-Dec-04 |  | 31-Dec-03 
|---------------------------- |  |  |  | --------- |  | ----------
|                             |  |  |  |           |  |           
|Web site and software        |  |  |  | $0        |  | $1,540,001
|Office equipment & furniture |  |  |  | 0         |  | 24,833    
|Accumulated depreciation     |  |  |  | 0         |  | (41,022)  
|                             |  |  |  |           |  |           
|Net property & equipment     |  |  |  | $0        |  | $1,523,812





At December 31, 2004, management elected to impair the book value of its long lived assets since estimates of future cash flows attributable to these assets could not be assured.  Consequently, management recognized $1,344,617 impairment expense in the consolidated statement of operations.



6. Common Stock and Preferred Stock Transactions



During the year ended December 31, 2004, the Company issued 14,125,000 shares of common stock to pay $1,139,659 in fees for services rendered.



During the year ended December 31, 2004, holders of the convertible debt elected to convert $131,770 of the convertible debt to 5,034,000 shares of common stock.



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

F-11



---



During fiscal year 2003, the Company issued 6,820,000 shares to employees and consultants for services rendered valued at $587,450.



During fiscal year 2003, the Company issued 200,000 shares and received proceeds of $8,000.



During fiscal year 2003, the Company issued 17,051,156 shares to purchase IGHI valued at $1,705,166.



7.  Litigation



Texas Litigation



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



Arizona Litigation



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



F-12



---



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



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



8.  Convertible Debt



In April and November 2004, the Company received proceeds $650,000 and issued unsecured convertible debt at 1% due in April 2009.  The debt is convertible into 16,760,000 shares of common stock.  As a result of the transaction, the Company allocated $522,783 of the proceeds received to additional paid in capital as the beneficial conversion feature related to the equity portion of the convertible debt .  The beneficial conversion feature is being amortized to interest expense using the effective interest method over the life of the debt. The balance of the convertible debt on the balance sheet is as follows:



|Proceeds received             |  |  |           | $650,000 
|----------------------------- |  |  | --------- | ---------
|                              |  |  |           |          
|Beneficial conversion feature |  |  | (522,783)
|                              |  |  |           |          
|Converted debt to shares      |  |  |           | (181,950)
|                              |  |  |           |          
|Allocated to interest expense |  |  | 269,174  
|                              |  |  |           |          
|Net convertible debt payable  |  |  | $214,441 



9. Authorization of Preferred Stock



In July 2004, the Company authorized 20 million shares of Series A preferred stock and 20 million shares of Series B preferred stock.



Series A preferred stock: Series A preferred stock has a par value of $0.001 per share has no stated dividend preference.  The Series A is convertible into common stock at a conversion ratio of one preferred share for one common share.  In July 2004, as part of the purchase of Firecreek Petroleum Inc., the Company issued 2,566,831 shares of Preferred A stock.  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 has 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 common stock. In July 2004, as part of the purchase of Firecreek Petroleum Inc., the Company issued 9,500.000 shares of Preferred B stock.  Preferred B has liquidation preference over common stock.

F-13



---





10. Debt



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



F-14



---



11. Income Tax Provision



|Provision for income taxes is comprised of the following:                                                    |  | 31-Dec-04 |              | 31-Dec-03  
|------------------------------------------------------------------------------------------------------------ |  | --------- | ------------ | -----------
|                                                                                                             |  |           |              |            
|Net loss before provision for income taxes                                                                   |  |           | ($6,182,601) |            
|                                                                                                             |  |           |              |            
|Current tax expense:                                                                                         |  |           |              |            
|Federal                                                                                                      |  |           |              |            
|State                                                                                                        |  |           |              |            
|Total                                                                                                        |  |           |              |            
|                                                                                                             |  |           |              |            
|Less deferred tax benefit:                                                                                   |  |           |              |            
|Timing differences                                                                                           |  |           |              |            
|Allowance for recoverability                                                                                 |  |           |              | 3,253,443  
|Provision for income taxes                                                                                   |  |           |              | $0         
|                                                                                                             |  |           |              |            
|A reconciliation of provision for income taxes at the statutory rate to provision                            |  |          
|for income taxes at the Company's effective tax rate is as follows:                                          |  |           |             
|                                                                                                             |  |           |              |            
|Statutory U.S. federal rate                                                                                  |  |           |              | 34%        
|Statutory state and local income tax                                                                         |  |           | 10%          |            
|Less allowance for tax recoverability                                                                        |  |           | -44%         |            
|Effective rate                                                                                               |  |           |              |            
|                                                                                                             |  |           |              |            
|Deferred income taxes are comprised of the following:                                                        |  |           |              |            
|                                                                                                             |  |           |              |            
|Timing differences                                                                                           |  |           |              |            
|Allowance for recoverability                                                                                 |  |           |              | (3,253,443)
|Deferred tax benefit                                                                                         |  |           |              |            
|                                                                                                             |  |           |              |            
|Note:  The deferred tax benefits arising from the timing differences begin to expire in fiscal year 2010 and
|may not be recoverable upon the purchase of the Company under current IRS statutes.                          |  |          





12. Purchase of Firecreek Petroleum Inc and IGHI



In July 2004, the Company acquired all of the issued and outstanding shares of Firecreek Petroleum Inc., a Delaware State corporation, for 20 million shares of common stock, 2,566,831 shares of preferred A stock, and 9,500,000 shares of preferred B stock. As a result of the purchase, the Company recognized $1,612,067 in goodwill.  The goodwill represents the difference between the fair market value of the stock issued on the date of the purchase agreement and the net book value of the Company at the date of the purchase.



Management concluded the goodwill asset recognized upon the purchase of these operations would not be recoverable and accordingly has recognized and impairment charge of $1,600,000 in the consolidated statement of operations.



F-15



---



In November 2003, the Company purchased IGHI by issuing 17, 051,156 shares of common stock.  IGHI became a wholly owned subsidiary of the Company and its results of operations for November and December 2003 are included in the consolidated statements of operations.  In January 2004, the Company sold IGHI and its subsidiaries to another company.  The Company retained 100% of IYSG and received 10% of the issued and outstanding shares of the purchasing company in the transaction.



The fair market value of the assets and the liabilities acquired at the date of the transaction are recorded on the consolidated balance sheets of the Company.  The excess of the fair value of the stock issued over the net assets received in the transaction was recorded as goodwill.  Goodwill of $145,507 resulting from the transaction was recorded in the statement of operations as impairment expense in the consolidated statement of operations for fiscal year 2003.



Pro-forma selected financial data attributable to the purchase for fiscal years ended December 2004 and December 31, 2003 is as follows:



|               | 2004         |  |  | 2003        
|-------------- | ------------ |  |  | ------------
|               |              |  |  |             
|Revenues       | $21,168      |  |  | $521,254    
|               |              |  |  |             
|Net loss       | ($6,088,613) |  |  | ($1,265,678)
|               |              |  |  |             
|Loss per share | ($0.11)      |  |  | ($0.08)     





13. Concentration of Credit Risk

The Company relies on the financial support of officers and shareholders.  A withdrawal of this support would have a material adverse affect on the Companys financial position and its ability to continue to operate as a going concern.



14.  Disposal of PSI



The business operations of PSI were discontinued by a formal plan for disposal adopted by management in December 2003. The net of the assets and liabilities of PSI are recorded as a net liability of discontinued operations in the consolidated balance sheets and the result of its operations are included in the consolidated statements of operations as loss on discontinued operations.



F-16



---



The following is the balance sheet of PSI at the date of disposal.



|ASSETS                               |                                          |  |  |         |          |         |     
|------------------------------------ | ---------------------------------------- |  |  | ------- | -------- | ------- | ----
|                                     |                                          |  |  |         |          |         |     
|Current assets:                      |                                          |  |  |         |          |        
|Cash                                 |                                          |  |  |         |          |         | $948
|Accounts receivable                  |                                          |  |  |         | 4,121   
|Total current assets                 |                                          |  |  |         | 5,069   
|                                     |                                          |  |  |         |          |         |     
|Other assets:                        |                                          |  |  |         |          |        
|Property & equipment- net            |                                          |  |  |         | 21,166  
|                                     |                                          |  |  |         |          |         |     
|                                     | Total assets                             |  |  |         |          | $26,235
|                                     |                                          |  |  |         |          |         |     
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                          |  | 
|                                     |                                          |  |  |         |          |         |     
|Current liabilities:                 |                                          |  |  |         |          |        
|Accounts payable & accrued expenses  |                                          |  |  | $461   
|Bank loan payable                    |                                          |  |  |         |          | 5,000  
|                                     | Total current liabilities                |  |  |         | 5,461   
|                                     |                                          |  |  |         |          |         |     
|Shareholder advances payable         |                                          |  |  | 49,934 
|                                     | Total liabilities                        |  |  |         |          | 55,395 
|                                     |                                          |  |  |         |          |         |     
|Common stock                         |                                          |  |  |         |          | 2,000  
|Additional paid in capital           |                                          |  |  |         | 25,500  
|Accumulated deficit                  |                                          |  |  |         | (56,660)
|                                     | Total shareholders' equity               |  |  |         | (29,160)
|                                     |                                          |  |  |         |          |         |     
|                                     | Total Liabilities & Shareholders' Equity |  |  | $26,235



15. Commitments and Contingencies



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



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



The minimum future lease payments on the capital lease at December 31, 2004 are as follows:



|2005                                        |        |         |         |  | $6,500
|------------------------------------------- | ------ | ------- | ------- |  | ------
|2006                                        |        |         |         |  | 4,392 
|                                            |        |         |         |  |       
|Total minimum lease payments                |        |         | $10,892
|                                            |        |         |         |  |       
|Less amounts representing interest          |        | (1,616)
|                                            |        |         |         |  |       
|Present value of net minimum lease payments | $9,276



F-17



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16. Related Party Transactions



During fiscal years 2004 and 2003, the chief executive officer and shareholder provides office space to the Company at no cost to the Company.



During fiscal year 2004, officers of the Company advanced $564,803 to the Company for its operations at no stated interest.  Interest expense on the advances has been imputed at the Companys cost of capital and $50,180 in interest expense has been recorded in the consolidated statement of operations.





|The following is a listing of notes payable and advances from shareholders |  |          |  |         
|-------------------------------------------------------------------------- |  | -------- |  | --------
|at December 31, 2004 and December 31, 2003                                 |  |          |  |         
|                                                                           |  |          |  |         
|                                                                           |  |          |  |         
|Unsecured notes due to a shareholder due on demand interest rates          |  |          |  |         
|ranging from 12% to 18%                                                    |  | $145,025 |  | $146,525
|                                                                           |  |          |  |         
|Unsecured notes due to a shareholder due on demand interest at 12%         |  | 29,500   |  | 29,500  
|                                                                           |  |          |  |         
|Unsecured note due to a shareholder due on demand interest at 12%          |  | 4,000    |  | 4,000   
|                                                                           |  |          |  |         
|Unsecured note due to a shareholder due on demand interest at 18%          |  | 10,000   |  | 10,000  
|                                                                           |  |          |  |         
|Judgment due on demand at interest of 8.25% due to a former                |  |          |  |         
|shareholder of the Company                                                 |  | 373,306  |  | 245,000 
|                                                                           |  |          |  |         
|Unsecured note payable due on demand at interest of 10% due to             |  |          |  |         
|a shareholder of the Company                                               |  | 0        |  | 10,000  
|                                                                           |  |          |  |         
|Unsecured advances to shareholders and officers of the                     |  |          |  |         
|Company with interest imputed at 10%                                       |  | 11,741   |  | 193,654 
|                                                                           |  |          |  |         
|                                                                           |  |          |  |         
|Total advances and note payable to shareholders                            |  | $573,572 |  | $638,679
|                                                                           |  |          |  |         



The Company charged $73,893 and $63,640 to interest expense in the consolidated statement of operations in fiscal years 2004 and 2003, respectively.





17. Addendum to the Consolidated Statement of Cash Flows





The following transactions have been classified as non-cash transactions and have been excluded from the statement of cash flows for fiscal year 2003:



In November 2003, the Company sold its oil and gas lease assets to a purchaser for the balance of the debt remaining on the assets of approximately $954,000.

F-18



---



During fiscal year 2003, the Company issued 6,820,000 shares to employees and consultants for services rendered valued at $587,450.



In November 2003, the Company purchased IGHI by issuing 17, 051,156 shares of common stock.  The Company acquired the following assets and liabilities in the transaction.



|Cash & interest bearing deposits    |  | $145,061  
|----------------------------------- |  | ----------
|Shareholder advances                |  | $60,241   
|Property & equipment- net           |  | $1,540,000
|Accounts payable & accrued expenses |  | $60,881   
|Shareholder loan payable            |  | $18,569   
|Notes payable                       |  | $106,243  





18. Subsequent Events



In January 2005, The Company issued 1,300,000 shares of common stock to pay vendors and consultants invoices totaling $39,000 at December 31, 2004.



In February 2005, the Company received additional proceeds of $350,000 and issued unsecured convertible debt at 1% due in April 2009.



In February 2005 the Articles of Incorporation were restated to increase total authorized capital stock from 260,000,000 shares to 430,000,000 shares. The authorized par value $.001 common voting stock is increased from the previous 200,000,000 shares to 350,000,000 shares. The Companys authorized capital stock includes 20,000,000 shares of par value $.001 non-voting common stock which remains unchanged, and the number of shares of $.001 par value preferred stock is increased from the previous 40,000,000 shares to 60,000,000 shares.



F-19



---





ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANACIAL DISCLOSURE



(a.)  Our auditing firm, Henry Schiffer, C.P.A., an Accountancy Corporation ("Schiffer"), during the process of the Companys Fiscal Year ended December 31, 2003 audit had failed to notify the Registrant that Public Company Accounting Oversight Board ("PCAOB") had notified them that the Securities and Exchange Commission would no longer accept their statements.



We received notice of this on March 19, 2004, whereon Schiffer informed the Registrant of the PCAOB notice and thereafter resigned.



Our decision to take action to change accountants was approved by the Board telephonically on March 20, and 21, 2004.



During our two most recent fiscal years, and any subsequent interim period preceding the resignation on March 19, 2004, there were no disagreements with the former accountant, Schiffer, on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Schiffer, would have caused him to make reference to the subject matter of the disagreement(s) in connection with his reports.



Schiffer did not advise us that internal controls necessary to develop reliable financial statements did not exist; no information had come to Schiffer's attention which would make him unwilling to rely on management's representations, or unwilling to be associated with the financial statements prepared by management. Schiffer did not advise the registrant that the scope of the audit should be expanded significantly, or that information had come to his attention that would materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent audited financial statements, dated April 14, 2003 (including information that might preclude the issuance of an unqualified audit report).



(b.) We have retained the services of Donahue Associates, L.L.C., Monmouth Beach, New Jersey ("Donahue") as of March 26, 2004, as our principal accountant.



We did not contact the new accountant prior to its engaging the new accountant regarding the application of accounting principals to a specified transaction, or the type of audit opinion that might be rendered on the registrant's financial statements.



We did not contact the new accountant prior to its engaging the new accountant regarding any matter that was either the subject of a disagreement or a reportable event.



We have provided a copy of this report, on or prior to the date of filing this report with the Commission, to Schiffer, requesting that he furnish us with a letter addressed to the Commission stating his approval of or disagreement with the disclosures made herein. Schiffer's letter is attached as an exhibit to an amended 8-K report filed with the Commission on March 29, 2004.



Due to the actions of our accountants we were delayed in the filing of our Form 10-KSB for the year ended December 31, 2003, due on or before March 30, 2004. Further, we encountered delays in the filing of the International Group Holdings, Inc. (IGHI) financial statements and pro forma, including the filing of an amended Preliminary 14C Information Statement regarding the exchange acquisition with IGHI, as a result of the above stated actions.



ITEM 8A. CONTROLS AND PROCEEDURES



Our Chief Executive Officer and Chief Financial Officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for the Company.

29



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The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared.



The Certifying Officers have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believe that the Company's disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





ITEM 8B. OTHER INFORMATION



Please see terms and provisions listed in our Voting Agreement, incorporated herein by reference to Exhibit 99.3 to the Registrants Report on Form 8-K filed April 7, 2004.





PART III



ITEM  9  -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



The directors, executive officers and significant employees of the company are as follows:





NAME

AGE

POSITION WITH COMPANY

Dennis R. Alexander

50

Chairman, and CFO of the Company, and

Firecreek Petroleum, Inc.

Gregg Fryett

37

Chief Executive Officer and Director of

the Company, Firecreek Petroleum, Inc.

and International Yacht Sales Group, Ltd.

John R. Taylor

60

President, and Director of the Company

and Firecreek Petroleum, Inc.

William E. Merritt

61

Director, Executive Vice President and General

Counsel of the Company, and Firecreek

Petroleum, Inc.

Charles Alliban

54

Treasurer and Director of the Company

and Firecreek Petroleum, Inc.

Melvena Alexander

70

Secretary and Comptroller of the Company

and Firecreek Petroleum, Inc.

George B. Faulder

62

Vice President and Director of the

Company, and Firecreek Petroleum, Inc.

Peter Fryett

63

Vice President, Asst. Sec., and Director

of the Company, and Firecreek Petroleum,

Inc., Director of IYSG

Dr. Mousa Hawamdah

57

Director of the Company and Firecreek

Petroleum, Inc. -Libyan Government Advisor

James M. Barker Jr.

52

Vice President, International Accounting

for the Company and Firecreek Petroleum, Inc.

Mike Norman

47

Director of the Company, and Firecreek

Petroleum, Inc.- Media Advisor

J. Michael Hester

65

Member of Advisory Board of the Company



30



---



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.



Dennis R. Alexander has served as Chairman and CFO of the Company and Firecreek Petroleum, Inc. since July 1, 2004 having served as the President and Director of the Company from May 18, 1999 to June 30, 2004. In September 1998 he was a founder, and from January 19, 1999 through its acquisition with the Company 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 the Company.



Gregg Fryett has served as Chief Executive Officer and Director of the Company and Firecreek Petroleum, Inc. since July 1, 2004 having served as Chairman and CEO of the Company from January 27, 2004 through June 30, 2004. Prior to this period Mr. Fryett served as VP and Director of the Company from 17th December 2003 through January 26, 2004. He is the CEO of International Yacht Sales Group, Ltd. subsidiary operations. From April 3rd, 2003 through appointment to the Company, he served as President of International Group Holdings Inc, a Utah OTC corporation. Prior to this, he was Director of the marine sales operations based in the UK. Mr. Fryett devotes approximately 40-80 hours per week to the business of the Company.



John R. Taylor has been President and Director of the Company and Firecreek Petroleum, Inc. since July 1, 2004. He has over 26 years experience in the petroleum industry and been actively engaged in the search for commercial hydrocarbons since he was 13 years old, beginning his career in the oil industry working the family business: Mr. Taylor graduated St. Johns Military School; University of Nebraska, BGS Political Science and Prelaw. Mr. Taylor is also a Graduate of Halliburton Energy Institute. His Military service in the U. S. Army was during the period from 1965 to 1975 being honorably discharged in 1975 as a Captain (P). He served in Viet Nam, Germany and Korea in Aviation and Air Defense assignments. He is a Member of numerous oil and gas related clubs and associations, including the North Texas Oil & Gas Association, listed in Whos Who in the South and Southwest and in Whos Who in Finance and Industry. Mr. Taylor is a member of the Confederate Air Force and a former Regional Coordinator for the American Defense Institute. Mr. Taylor has been directly involved in evaluation of prospect operations, drilling production, project management, and seismic exploration, as well as acquisition and development. Mr. Taylor founded a group of companies with his associates known as the Firecreek Group of companies, or simply Firecreek, which has operated directly, or through subsidiaries or branches, in the U.S., Turkey and Romania, and have sought opportunities in Vietnam, Russia, Chechnya, Bosnia-Herzegovina, the Caribbean, Mexico and South America. Mr. Taylor was a principal advisor to the Serbian government in the early post-war battle damage assessment and reconstruction planning efforts of the Bosnia petroleum facilities and pipelines. In 1994, returned to post-war Vietnam and negotiated and obtained an initial Production Sharing Contract (PSC) covering essentially the entire onshore area south of Saigon, as well as the adjoining shallow coastal water area extending out 12 to 25 miles from the shoreline. He has gained experience from the Vietnam project in the use of satellite-based telecommunications which was utilized in Bosnia-Herzegovina implementing a program for British soldiers to be able to call home after the war. Mr. Taylor has extensive experience in project planning, execution and management and a reputation for handling difficult and complex international situations involving remote petroleum operations and host government relations. Mr. Taylor devotes approximately 40-80 hours per week, and more as required, to the business of the Company.



William E. Merritt has been Executive Vice President, General Counsel and Director of the Company, and Firecreek Petroleum, Inc. since July 1, 2004. A founder of Firecreek Petroleum (Romania), Inc. he has served as a Director and as Executive Vice President and General Counsel of that company since its formation in 1999. Mr. Merritt has also served in the same capacities for Firecreek Petroleum, Inc. since it was reorganized in March 2004 to concentrate on international

31



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oil and gas operations. He serves as a Director and as Executive Vice President and General Counsel of the Company resulting from the merger of those companies now known as Firecreek Petroleum, Inc. He has served in similar capacities in other Firecreek-related companies engaged in international telecommunications operations since 1996. Mr. Merritt holds a B.S.E.E. and an M.S.E.E. from Michigan State University and a Juris Doctor in law from Southern Methodist University.

Charles Alliban, serves as a Director and Treasurer of the Company and Firecreek Petroleum, Inc. since July 1, 2004. From January 27, 2004 until June 30, 2004 Mr. Alliban served as Chief Financial Officer and Director of the Company and prior to as a Director of the Company, and Director and CFO of our International Yacht Sales Group, Ltd. (IYSG) subsidiary operations from December 17, 2003 until January 26, 2004. From April 3rd, 2003 until appointment with the Company, Mr. Alliban was the CFO and Director for International Group Holdings Inc., a Utah publicly traded corporation. He has been a practicing accountant in the UK for the past 22 years.



Melvena Alexander serves as Secretary and Comptroller of the Company and Firecreek Petroleum, Inc. since July 1, 2004. She served as Secretary since March 15, 2003 to June 30, 2004 having been Secretary and Comptroller of the Company 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. From October 1998 through April 16, 2004 she worked in the Department  of Patient Finance at Arizona State Hospital as an Accounting Technician 11. Mrs. Alexander graduated Arizona State University with a B.S. in Accounting, received CPA Certificate, State of Arizona # 5096E. She is a member of AICPA and the American Society of Women Accountants. Mrs. Alexander devotes a minimum of 40-60 hours per week, and more as required, to the business of the Company.



George B. Faulder IV has been Vice President and Director of the Company and Firecreek Petroleum, Inc. since July 1, 2004. He is a Graduate of Florida International University, Miami, Florida. He is a Commercial pilot with multi-engine rating. As managing partner of a Texas-based company, Mr. Faulder is responsible for dealing with major accounts such as Wal-Mart and 7-11. Under his guidance, the company has grown in 6 years from $750,000.00 in sales to almost $20,000,000.00 this past year. Has extensive management skills and training acquired while employed by Westinghouse, Media General, Post-Newsweek, Nationwide Insurance Company, U.S. Representative William Lehman and the Walt Disney Family. He has thirty years experience as a broadcast journalist, news consultant and television news director in major metropolitan areas across the country. Individually, or as the executive in charge, and has been awarded every major journalism award including numerous Scripps-Howard honors, the John F. Kennedy and many statewide Emmys in Florida and California. Has been employed at various stages of his career by all three major networks (ABC, CBS, and NBC) and covered major stories throughout the U.S. Mr. Faulder covered the Republican Convention that selected Richard Nixon to run for a second term and was Executive Assistant to U. S. Congressman William Lehman of Florida during the subsequent impeachment proceedings. Formerly a part-owner and managing partner of a news consulting and coaching firm which grew in 5 years from approximately $250,000.00 and 8 clients to 36 clients and more than $1,000,000.00 in revenue. Upon resignation, returned to journalism as Media General's Corporate Director of News and News Director of WFLA-TV in Tampa, Fl.



Peter Fryett, has served as Vice President, Asst. Sec., and Director of the Company, and Firecreek Petroleum, Inc., and Director of International Yacht Sales Group, Ltd. since July 1, 2004, having served as a Director of the Company, and Director of International Yacht Sales Group, Ltd. subsidiary operations from December 17, 2003 through June 30, 2004. He has been operating his marine contracting business in the South West of the UK for the last 19 years. He will be on the board in an advisory role and will make available time only as required.



Dr. Mousa Hawamdah has been a Director since July 1, 2004, and Chairs the Audit Committee. He has been a Libyan Political envoy, since July 1, 2004, and was an officer of the Company and Firecreek Petroleum, Inc. until December 29, 2004. Dr. Mousa is the President and significant shareholder GAMA Oil and Gas, Inc., a Libyan corporation that is domesticated in Ottawa, Canada. He was born in Libya and became a U.S. citizen in 1982. Dr. Mousa has a Bachelors Degree from San Jose State University in Geology. He has a Masters and Doctorate Degree in Physics from Georgetown University.



32



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Mr. Barker Jr. has been Vice President International Accounting for the Company and Firecreek Petroleum, Inc. since July 1, 2004. He is an honors graduate, B.B.A., and received his M.B.A. in Finance from Texas Christian University, Fort Worth, Texas. He is a Certified Public Accountant and a member of the American Institute of CPAs, the Texas State Society of CPAs and the Fort Worth Chapter of CPAs. He has published several papers relating to marketing and finance and has been a Finance instructor. He has expertise in cash management, capital and debt restructuring, portfolio management, financial projections and electronic data processing and financial reporting systems. He also has in-depth consulting experience in all phases of business operations, financial reporting, computer installations, auditing, financial management, and tax return preparation. Mr. Barker has extensive experience in the public, private and international sectors regarding analysis and resolution of complex financial and operational situations.



Michael Norman has been a Director of the Company and Firecreek Petroleum, Inc. since July 1, 2004. With regards to media communications, Mr. Normans experience and contributions includes but not limited to; business contributor to the Fox News Channel, a business contributor to the New York Post; Radio Show Host: Business America Radio; Radio Show Host: Bloombergs The Money Show, and a regular speaker on The Money Show. From 2002 to the present he has been Chief Investment Strategist, Great Eastern Securities, Inc. and engaged as Chief of investment strategy for a New York based broker dealer. From 1993 to the present Mr. Norman has been the Founder and Publisher of Economic Contrarian Update which provides independent economic research, financial market commentary and analysis, covering trends in equities, bonds, currencies, derivatives, emerging markets and commodities. Clients include major banks, investment banks, investment funds, hedge funds, commercial companies and individual investors. From September 2000 to June 2001 Mr. Norman was Editorial Manager, Standard & Poor's Corp, and Editorial Manager for the Structured Finance division of Standard & Poor's. He wrote articles on trends in asset backed securities (ABS). From 1992 -1993 Mr. Norman was a Floor trader/Member, Chicago Mercantile Exchange, and traded S&P futures as an independent (local) on the floor of the CME. From 1982-1990 Mr. Norman was the Founder, Trader, Floor Broker, Money Manager Flo Futures, Inc., New York Mercantile Exchange and Traded petroleum contracts and performed order execution on the floor of the NYMEX. He also operated as a Commodity Trading Advisor (CTA) and managed money. He was a Member of the Commodity Exchange, Inc. (COMEX), and traded gold, silver and copper futures and options. From 1980-1982 he was an Account Executive with Merrill Lynch Commodities Broker for Merrill Lynch commodities, specializing in financial futures. He dealt mainly with large Japanese corporations. Mr. Norman was educated at University of Pennsylvania 1975-1976 and UCLA 1977-1979 and holds a BA in Economics.



Advisory Board



J. Michael Hesterhas served as an Advisory Board member of the Company and Firecreek Petroleum, Inc. since July 1, 2005. He is a Graduate of University of Miami, Miami, Florida; Syracuse University Graduate School, Marketing & Management, Syracuse, New York. Mr. Hester is U.S. Army Reserves, Recipient of American Spirit Army Medal and Top Trainee out of 10,000 at Fort Knox, Kentucky. He is listed in Whos Who in Insurance  1986 thru 1989. His past experience includes:  Member of the Boards of Directors of Combined Insurance Company of America, Ryan Insurance Group, Combined Life Insurance Company of Australia, and Combined Life Insurance Company of New York; President & Chief Operating Officer of Diversified Financial Systems, Inc. which purchased the assets of failed banks and savings and loans from the FDIC and RTC; is currently President & Chief Executive Officer of J.M.H. Associates, Inc.; member of the Board of Directors of Trinity Capital Inc. and Vice Chairman National Board of Directors, Executive Committee, Chairman Council of Trustees of Prevent Child Abuse  America. Mr. Hester has thirty-five years experience in sales, marketing, finance, real estate, profit management, management development and motivation.



Family Relationships



Dennis R. Alexander, Chairman and CFO is the son of Melvena Alexander, Secretary and Comptroller. Gregg Fryett, Chief Executive Officer and Director is the son of Peter Fryett, Vice President, Asst. Sec., and Director.



Committees Of The Board Of Directors



The Board of Directors has an Audit Committee, the Compensation and Stock Option Committee, and a Nominating Committee. During fiscal 2004 the Company also formed the Executive Management Committee.



33



---

Having completed two merger exchange acquisitions in 2004 along with integration and development activity of our subsidiaries business operations, we encountered time and monetary constraints associated with the organizing processes necessary to install one or more qualified persons to serve as an independent member(s) of our Nominating and Compensation and Stock Option committees. We are in process of evaluating various persons potentially capable of becoming independent seat(s), and to provide for a more independent committee functionability and standards.



The Audit Committee is composed of one member: Dr. Mousa Hawamdah, its Chairman.



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 Committee formed to act as a Nominating Committee is composed of three members of the Board of Directors: Messrs. Alexander, Chairman, Fryett, member and Alliban, member.



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.



The Executive Committee is composed of three members of the Board of Directors: Messrs. Alexander, Chairman-member, Taylor, member, and Fryett, member.



The function of the executive committee is to exercise all power and authority of the Board of Directors, except as limited by the Companys by-laws or applicable law.



The Committee formed to act as the Compensation and Stock Option Committee is composed of three members of the Board of Directors: Mssrs. Fryett, Chairman-member, Alexander, member, and Alliban, member.



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.



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, 2004, 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 will be posted on our website

34



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(www.egpifirecreek.com) currently under development/construction, when completed. We will disclose on our completed website any waivers of, or amendments to, our Code.



ITEM 10 - 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 who were serving as of December 31, 2004 for all services rendered to the Company and its subsidiaries during each of the last three fiscal years. The Company presently does not retain any employees and payments are made for services as available. 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.



All shares beneficially owned by the named executives below listed are bound by terms of a Voting Agreement (please see Exhibit 99.3 to a Report on Form 8-K filed April 7, 2004 incorporated herein by reference).



Summary Compensation Table



Long Term Compensation

Awards

Restricted



Other Annual

Stock

Securities

All Other

Name and

Compensation

Awards ($)

Underlying

Compensation

Principal Position17/18

Year

($)1/

2/3/4/5/

Options(#)

($)11/



Dennis R. Alexander (*)

2004

n/a

400,0006/

2,000,000

1,00012/

Chairman and CFO

2003

n/a

100,000

-0-

-0-

2002

n/a

-0-

-0-

-0-



Gregg Fryett (*)

2004

20,000

(**)

240,0007/

2,000,000

1,00013/

CEO and Director

2003

n/a

-0-

-0-

-0-

2002

n/a

-0-

-0-

-0-

John R. Taylor

2004

30,000

(***)

80,0008/

2,000,000

2,40014/

President and Director

2003

n/a

-0-

-0-

-0-

2002

n/a

-0-

-0-

-0-

William E. Merritt

2004

n/a

80,0009/

2,000,000

2,40015/

Executive V.P.

2003

n/a

-0-

-0-

-0-

and General Counsel

2002

n/a

-0-

-0-

-0-

George B. Faulder

2004

25,000

(***)

80,00010/

2,000,000

2,40016/

V.P. and Director

2003

n/a

-0-

-0-

-0-

2002

n/a

-0-

-0-

-0-



1/

As part of an agreement with Firecreek Petroleum, Inc. for the Exchange of Common Stock Dated July 29, 2004, all named executives listed in the table received provisions and rights for facilitation fees, on completion of certain events, and terms to be established, as listed therein Section 9. d. of the agreement filed July 16, 2004 on Form 8-K as exhibit 21.1 thereto and incorporated for reference.

2/

The amount in this column for 2003 represents the value of restricted stock grants made to the named executive on July 1, 2003 based on the closing market price on or near $0.05; $320,000 and $160,000 of the amount listed in this column for 2004 for D.R. Alexander and G. Fryett on April 1, 2004, represents the value of restricted stock grants made to them respectively based on the closing market prices on or near such date of $0.16; $80,000 of the amount listed in this column for 2004 represents the value of restricted stock grants made to D.R. Alexander, G. Fryett, J.R. Taylor, W.E. Merritt, and G.B. Faulder on August 2, 2004 based on the closing market prices on or near such dates of $0.08.



35



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3/

D.R. Alexander was granted 2,000,000 shares on July 1, 2003.

4/

D.R. Alexander and G. Fryett were granted 2,000,000 and 1,000,000 shares of restricted stock respectively on April 1, 2004.

5/

D.R. Alexander, G. Fryett, J.R. Taylor, W.E. Merritt, and G.B. Faulder were each granted 1,000,000 shares of restricted stock on August 2, 2004.

6/

Mr. Alexander holds a total of 5,000,000 shares of restricted stock as of December 31, 2004. The market value of the 5,000,000 shares on December 31, 2004 was $150,000. No dividends are paid on the restricted stock held.

7/

Mr. Fryett holds a total of 4,000,000 shares of restricted stock as of December 31, 2004. The market value of the 4,000,000 shares on December 31, 2004 was $120,000. No dividends are paid on the restricted stock held.

8/

Mr. Taylor holds a total of 1,000,000 shares of restricted stock as of December 31, 2004. The market value of the 1,000,000 shares on December 31, 2004 was $30,000. No dividends are paid on the restricted stock held.

9/

Mr. Merritt holds a total of 1,000,000 shares of restricted stock as of December 31, 2004. The market value of the 1,000,000 shares on December 31, 2004 was $30,000. No dividends are paid on the restricted stock held.

10/

Mr. Faulder holds a total of 1,000,000 shares of restricted stock as of December 31, 2004. The market value of the 1,000,000 shares on December 31, 2004 was $30,000. No dividends are paid on the restricted stock held.

11/

The amounts in this column for 2004 represents the value of the series B preferred issued to each of the named executives at $0.001 per share or par value. As additional consideration on behalf of the agreement with Firecreek Petroleum, Inc., D.R. Alexander, G. Fryett, J.R. Taylor, W.E. Merritt, and G. B. Faulder received 1,000,000, 1,000,000, 2,400,000, 2,400,000, and 2,400,000 shares, respectively, on August 2, 2004. Each share of Series B preferred is convertible into 1 share of common restricted stock 1 year from the effective date of issuance on August 2, 2004. The shares were issued pursuant to a private placement and carry a rule 144 legend. The shares were issued pursuant to an exemption from registration as provided in Section 4(2) of the Securities Act of 1933. The shares are covered under the Voting Agreement discussed herein above for all named executives. For Rights and Preferences regarding the Registrants Series A preferred stock please refer to Articles of Amendment to the Registrant's Articles of Incorporation (filed as Exhibit 3.6 to Registrants Report on Form 10-QSB for the quarter ended June 30, 2004 and incorporated herein by reference).

12/

Mr. Alexander holds a total of 1,000,000 shares of series B preferred as of December 31, 2004. Although not convertible until August 2, 2005, the market value of the underlying common restricted stock on December 31, 2004 was $30,000. No dividends are paid on the series B preferred stock held.

13/

Mr. Fryett holds a total of 1,000,000 shares of series B preferred as of December 31, 2004. Although not convertible until August 2, 2005, the market value of the underlying common restricted stock on December 31, 2004 was $30,000. No dividends are paid on the series B preferred stock held.

14/

Mr. Taylor holds a total of 1,000,000 shares of series B preferred as of December 31, 2004. Although not convertible until August 2, 2005, the market value of the underlying common restricted stock on December 31,2004 was $30,000. No dividends are paid on the series B preferred stock held.

15/

Mr. Merritt holds a total of 1,000,000 shares of series B preferred as of

December 31, 2004. Although not convertible until August 2, 2005, the market value of the underlying common restricted stock on December 31, 2004 was $30,000. No dividends are paid on the series B preferred stock held.

16/

Mr. Faulder holds a total of 1,000,000 shares of series B preferred as of December 31, 2004. Although not convertible until August 2, 2005, the market value of the underlying common restricted stock on December 31, 2004 was $30,000. No dividends are paid on the series B preferred stock held.

17/

D.R. Alexander has been with the Company since 1999; G. Fryett, since

December 2003; J.R. Taylor, W.M. Merritt, and G.B. Faulder since July 2004.

18/

With respect to the terms of the voting agreement filed herewith as exhibit 9.1, Sections 10., and 11.(a), (b), and (c) therein and further in accordance with terms and provisions provided for in the Companys agreement with Firecreek Petroleum, Inc., Section 9. g. and h. filed July 16, 2004 on Form 8-K as exhibit 21.1 thereto and incorporated herein for reference: It is anticipated that on performance related to commencement of its first oil and gas project the Board of Directors will recommend to the Stock Option and Compensation Committee to evaluate, authorize, and establish Key Person Salaries, and other benefits.

(*)

Please see "Certain Relationships and Related Transactions" for additional discussion on agreements with individual consulting firms.

(**)

Represents compensation received by the named executive from the Parent Company.

(***)

Represents compensation received by the named executives from Firecreek Petroleum, Inc. subsidiary operations.

36



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Option Grants in Last Fiscal Year



Individual Grants



The following table provides information related to options granted to our named executive officers during the fiscal year ended December 31, 2004.



Number of

% of Total

Exercise

Securities Underlying

Options Granted

or Base

Expiration

Name

Options Granted (#)a/b/

in Fiscal Year

Price ($/sh)

Date

Dennis R. Alexander

2,000,000

11.76%

$.70

2/9/09

Gregg Fryett

2,000,000

11.76%

$.70

2/9/09

John R. Taylor

2,000,000

11.76%

$.70

2/9/09

William E. Merritt

2,000,000

11.76%

$.70

2/9/09

George B. Faulder

2,000,000

11.76%

$.70

2/9/09



a/ The market price for the underlying restricted common stock on August 9, 2004, the date of grant, and December 31, 2004, for all grants listed in the table was $0.10, and $0.03 respectively.



b/ Including those executives listed in the above table, the total number of options granted in the Fiscal Year 2004 to all officers, consultants, directors, and advisors was 17,000,000.



(*) The following are excerpts from certain provisions contained in the option agreement with the persons listed above, and include but are not limited to the following:



(1) The date of all agreements set forth in the table above is August 9, 2004.



(2) The exercise price for all option agreements is $.70 per share.



(3) The expiration of each of the agreements is four (4) years from the date of Vesting.



(4) The Vesting Date is: For and after the expiration of on hundred eighty (180) days following the date of the agreement.



(5) The Expiration Date for all option agreements is 2/9/2009.



(6) The exercise price of the options is equal to or in excess of the fair market value of the stock on the date of grant.



(7) For all option grants  listed in the table above the following provision is provided: If at any time after  the date of this Agreement and  prior to the expiration of all Exercise  Period(s), the Company proposes to file a registration  statement to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar  plan) under the  Securities  Act of 1933, as amended (the "Securities Act") for sale to the public in an underwritten offering, it will at each such time give prior written notice to the Optionee of its intention to do so ("Notice of Intent") and, upon the  written  request of the Optionee made within 30 calendar days after the receipt of any such notice (which request must specify the number of Option  Shares  Optionee  requests  to be included in the registration, the Company will use its best efforts to effect the registration under the Securities  Act of the Option Shares  which the  Company has been so requested to register, provided, however, that if the managing underwriter shall certify in writing that inclusion of all or any of the Option Shares would, in such managing underwriter's opinion, materially interfere  with the proposed distribution and marketing of the Common Stock in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which  may be  distributed without such interference), then the Company may, upon written notice to the Optionee, have the right to exclude from such registration such number of Option Shares which it would  otherwise be required to register hereunder as is necessary to reduce the total amount of Common Stock to be so registered to the maximum amount which can be so marketed.



37



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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value



Number of

Shares

Securities

Value of



Acquired

Underlying

Unexercised

On

Value

Unexercised

In-the-money

Name

Exercise

Realized

Options

Options

Dennis R. Alexander

-

-

2,000,000

-

Gregg Fryett

-

-

2,000,000

-

John R. Taylor

-

-

2,000,000

-

William E. Merritt

-

-

2,000,000

-

George B. Faulder

-

-

2,000,000

-





Employee Pension, Profit Sharing or Other Retirement Plans



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





Director Compensation



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



ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following  table sets forth  certain  information  regarding the  beneficial ownership of the Company's Common Stock by each person or group that is known by the Company to be the beneficial owner of more than five percent of its outstanding Common Stock, each director of the Company, each person named in the Summary Compensation Table, and all directors and executive officers of the Company as a group as of December 31, 2004. 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.





Title of

Name and Address

Beneficial

Percent

Class

Beneficial Owner

Ownership

of Class

Common and

Gregg Fryett

11,695,000*

(1)

10.80%

Preferred

50 Reddenhill Road

Torquay

Devon TQ1 3RR

United Kingdom



Common and

Dennis R Alexander

9,512,500*

(2)

8.78%

Preferred

6564 Smoke Tree Lane

Scottsdale, Arizona 85253



38



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Common and

John R. Taylor

8,411,757*

(3)

7.77%

Preferred

6777 Camp Bowie Blvd. Suite 332

Fort Worth, TX 76116



Common and

Dr. Mousa Hawamdah

8,270,174*

(4)

7.64%

Preferred

6777 Camp Bowie Blvd. Suite 332

Fort Worth, TX 76116



Common and

George B. Faulder IV

8,008,009*

(5)

7.39%

Preferred

6777 Camp Bowie Blvd. Suite 332

Fort Worth, TX 76116



Common and

William E. Merritt

7,762,887*

(6)

7.17%

Preferred

6777 Camp Bowie Blvd. Suite 332

Fort Worth, TX 76116



Common

Peter Fryett

4,380,000*

(7)

4.04%



153 Duchy Dr.

Paignton,

Devon TQ31EW

United Kingdom



Common

Charles Alliban

2,200,000*

(8)

2.03%

The White House, Luscombe Rd.

Paignton,

Devon TQ33XW

United Kingdom



Common and

James M. Barker Jr

1,223,500*

(9)

1.13%

Preferred

6777 Camp Bowie Blvd. Suite 332

Fort Worth, TX 76116



Common

Melvena Alexander

715,000*

(10)

1.58%

6564 Smoke Tree Lane

Scottsdale, Arizona 85253



Common

Michael Norman

500,000

0.46%

345 E 80 APT. 10B

New York, NY 10021



Common and

All Officers and Directors

Preferred

as a Group

62,678,827

57.87%



__________________

* Persons in the preceding table, and corresponding footnotes, are also part of and bound by a voting agreement, along with other shareholders (please see Exhibit 99.3 to a Current Report on Form 8-K filed April 7, 2004, incorporated herein by reference).



39



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(1) Includes 6,695,000 shares owned directly by Mr. Gregg Fryett and 2,000,000 shares owned by Mrs. Rachel Fryett his wife. Also included are i) 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Gregg Fryett after February 9, 2005, and ii) 1,000,000 shares of Series B Preferred Stock owned directly by Mr. Gregg Fryett automatically converting to common stock 1-year from the date of issuance.



(2) Includes 5,912,500 shares owned directly by Mr. Alexander, and 300,000 in the name of his wife, Deborah L. Alexander. There are 50,000 shares in the name of Ashton Alexander and 50,000 shares in the name of Sarah Alexander, his two minor children, and he has voting power over 50,000 in the name of Aaron  Alexander, and 50,000 in the name of Julie Alexander-Schumacher, his wife's adult children. Also included are i) a total of 2,600,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Alexander after February 9, 2005 and ii) 1,000,000 shares of Series B Preferred Stock owned directly by Mr. Alexander automatically converting to common stock 1-year from the date of issuance.



(3) Includes 3,212,887 shares owned directly by Mr. Taylor. Also included are i) 798,870 shares of Series A Preferred Convertible Stock owned directly by Mr. Taylor, ii) 1,700,000 shares of Series B Preferred Stock directly owned by Mr. Taylor automatically converting to common stock 1-year from the date of issuance, iii) 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Taylor after February 9, 2005. Further included in the table are gifts made by Mr. Taylor to the following persons and amounts, of his Series B Preferred Stock: a.) 100,000 shares to Ben E. Taylor Irrevocable Living Trust, for family member b.) 100,000 shares to Ben R. Taylor Living Trust, for family member c.) 100,000 shares to Cheryl Cashion 1998 Family Trust, for family member d.) 100,000 shares to Joseph S. Behm, for family member e.) 100,000 shares to Ann M. Adams, for family member f.) 100,000 shares to John Russell Taylor, for family member g.) 100,000 shares to John Dustin Taylor, for family member. Mr. Taylor maintains voting power over all of the gifts.



(4) Includes 6,237,624 shares owned directly by Dr. Hawamdah. Also included are i) 32,550 shares of Series A Preferred Stock directly owned by Mr. Hawamdah, ii) 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Hawamdah after February 9, 2005.



(5) Includes 3,109,288 shares owned directly by Mr. Faulder. Also included are i) 499,121 shares of Series A Preferred Stock directly owned by Mr. Faulder, ii) 2,400,000 shares of Series B Preferred Stock directly owned by Mr. Faulder automatically converting to common stock 1-year from the date of issuance, iii) 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Faulder after February 9, 2005.



(6) Includes 3,212,887 shares owned directly by Mr. Merritt. Also included are i) 150,000 shares of Series A Preferred Stock owned directly by Mr. Merritt, ii) 2,400,000 shares of Series B Preferred Stock directly owned by Mr. Merritt automatically converting to common stock 1-year from the date of issuance, iii) 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Merritt after February 9, 2005.



(7) Includes 1,280,000 shares owned directly by Mr. Peter Fryett, and 1,100,000 in the name of his wife, Marion Fryett. Also included are 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Peter Fryett after February 9, 2005.



(8) Includes 200,000 shares owned directly by Mr. Alliban. Also included are 2,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Alliban after February 9, 2005.



(9) Includes 112,000 shares owned directly by Mr. Barker Jr. Also included are i) 111,500 shares of Series A Preferred Stock directly owned by Mr. Barker Jr. and ii) 1,000,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mr. Barker Jr. after February 9, 2005.



(10) Includes 215,000 shares owned directly by Mrs. Alexander. Also included are 500,000 shares of common restricted stock under presently exercisable stock options, which may be purchased by Mrs. Alexander.





40



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ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Transactions with Executive Management



Please see EXECUTIVE COMPENSATION section of this document related to transactions in addition to those contained in this section including, rights and provisions, grants and bonus, additional consideration and other compensation for the following named executives: Dennis R. Alexander, Chairman and Director, Gregg Fryett, CEO and Director, John R. Taylor, President and Director, William E. Merritt, Executive Vice President and General Counsel, and George B. Faulder, Vice President and Director.



Contracts



The Company has 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:



Paid

Accrued

Entity

Related Party

2004

2003

2004

2003

Global Media Network USA, Inc.

Dennis R. Alexander (1)

$      -0-

-0-

$120,000

$-0-

Able Marine, Ltd.

Gregg Fryett (2)

$20,000

-0-

$100,000

$-0-

Melvena Alexander, CPA

Melvena Alexander (3)

$31,879

-0-

$  24,121

$-0-

Charles Alliban, Accountant

Charles Alliban (4)

$51,943

-0-

$  18,000

$-0-



_______________

(1)

Dennis R. Alexander, Chairman and CFO, is a shareholder and officer of the Company.

(2)

Gregg Fryett, Chief Executive Officer and Director, is a shareholder and officer of the Company.

(3)

Melvena Alexander, Secretary and Comptroller, is a shareholder and officer of the Company.

(4)

Charles Alliban, Treasurer and Director, is a shareholder and officer of the Company.



Unsecured, Demand Note Payable to John R. Taylor, President and Director, for loans made to Firecreek Petroleum, Inc. Total for the note is $316,483. The note is current at March 31, 2005. The note is due on demand.



Unsecured, Demand Note Payable to Big Boat Company, U.K., a company owned by Gregg Fryett, as part of the acquisition of IGH and IYSG. Total for the note is USD$240,118 based on the then conversion rate (British Pound Sterling to USD)at December 31, 2004. The note is current at March 31, 2005. The note is due on demand.



Promissory Notes Payable to Thomas J. Richards.  Total for all notes owed is $146,525, the principal balance. Status: Notes are all current at March 31, 2005. All are due on demand. Thomas J. Richards has been and advisor/consultant through April 2004, and is currently a shareholder of the Company.



Unsecured,  Demand Note Payable to Dennis R. Alexander, President, director and shareholder for cash funds loaned to the Company. Amount: $109,780 and $0.00 at December 31, 2003 and December 31, 2004 respectively.



Unsecured, Demand Note Payable to Melvena Alexander, CPA, Secretary and Comptroller for accrued services for the Fiscal Year ended 2002. Amount: $60,000. Note is reduced by non cash payment on February 9, 2005, and current at March 31, 2005.



Promissory Notes payable to Larry W. Trapp, formerly a director through April 26, 2004, and currently a shareholder of the Company. $14,200 Note was issued June 1, 2001 with interest at 12% per annum. Due May 1, 2003. A second note for $22,000 was issued August 16, 2002 with interest at 12% per annum. Due May 1, 2002. Unpaid principal balance is $29,500, and amount is current at March 31, 2005. The note is due on demand.



Effective on December 1, 2003 the Company by the consent of a majority of its shareholders acquired 100% of the stock of International Group Holdings, Inc., a publicly held Utah Corporation and its wholly owned subsidiary International Yacht Sales Group, Ltd. of Great Britain. The acquisition was pursuant to an Agreement for the exchange of shares on a

41



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one for one basis with the Company. The transaction provided for the issuance of 17,051,156 restricted shares of the Companys common stock to be issued in exchange for all the shares of International Group Holdings, Ltd. or 17,051,156 restricted shares of its issued and outstanding common stock. The majority vote of the shareholders of International Group Holdings, Ltd. was obtained. For accounting purposes, the Company was the legal acquirer in the transaction.



Simultaneous with the effective date and pursuant to the terms of the merger and exchange acquisition Agreement, International Yacht Sales Group, Ltd. effectively became a subsidiary wholly owned by the Company as a segment of its operations engaged and doing business in the Marine brokerage and charter industry. International Yacht Sales Group, Ltd. is combined and consolidated with the Company in its financial statements herein from the effective date commencing on December 1, 2003.



On December 29, 2003 the board of directors of the Company as then 100% shareholder or legal owner of 17,051,156 restricted shares of its wholly owned subsidiary International Group Holdings, Inc., approved a plan of reorganization whereby then newly appointed management of International Group Holdings, Inc. merged with World Wide Connect, Inc. a private Nevada corporation. Pursuant to the terms of the reorganization Agreement plan steps, the Company retains upon the effective date of the merger Agreement, a ten (10%) percent or 1,894,573 shares of restricted common stock ownership interest in the former International Group Holdings, Inc. now known as World Wide Connect, Inc. The Companys retained 10% interest is non dilute able for a period of one year.



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



The Secretary and Comptroller of the Companys parent operations provides corporate office space presently at no charge. Approximately 1,431 square feet of office space is utilized for its headquarters located at 6564 Smoke Tree Lane, Scottsdale, Arizona 85253, and its telephone number is (480) 948-6581. Duration of the arrangement is until the Company commences with oil and gas operations.



The Chairman of International Yacht Sales Group, Ltd. (IYSG) Mr. Gregg Fryett, provides office space located at 50 Reddenhill Road, Torquay Devon TQ1 3RR United Kingdom, for the IYSG management operations, and the Company International offices free of charge until the end of this financial year. Future rent is under negotiation. Its telephone number is (011)(+44)1803 209066.



The President of Firecreek Petroleum, Inc. Mr. John R. Taylor provides co-sharing of approximately 1963 square feet of office space through a non affiliated family company at no charge. Firecreek headquarters are located at 6777 Camp Bowie Blvd S-332, Ft. Worth, TX 76116, and its telephone number is (817) 732-5949. Duration of the arrangement is until the Company commences with oil and gas operations.





ITEM 13 - EXHIBITS



Exhibit No.

Description



2.1

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).



3.1

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



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3.2

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



10.1

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



31.1

CEO Certification Pursuant to Section 302



31.2

CFO Certification Pursuant to Section 302



32.1

CEO Certification Pursuant to Section 906



32.2

CFO Certification Pursuant to Section 906





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 Henry Schiffer, C.P.A. during fiscal 2003 for audit, audit-related, tax and other services.



NOTE: Henry Schiffer, CPA the principal auditor in 2002 and 2003 withdrew from that position and was replaced by Donahue and Associates, LLC, who provided audit services for the December 31, 2003 required audit.



The Audit Committee has reviewed and discussed the fees paid to Donahue Associates, L.L.C. for the reports covering fiscal 2003 and 2004 for audit, audit-related, tax and other services.



The Audit Committee has reviewed and discussed the audited financial statements with the Company's management; and discussed with Donahue and Associates, LLC independent auditors for the Company, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.



The aggregate fees billed for the fiscal year ended December 31, 2003 for professional services rendered by Donahue and Associates, LLC for the audit of the Companys financial statements were &7,000 for fiscal 2003, $10,000 for fiscal 2004, and $2,250 for quarterly review of interim financial statements filed on Form 10QSB for fiscal 2004.



The aggregate fees billed during the last two fiscal years for professional services rendered by Henry Schiffer, C.P.A. for the audit of the Companys financial statements for the fiscal year ended December 31, 2002 and for his review of financial statements included in the Companys Form 10-QSBs during the last two fiscal years ended December 31, 2003 and other services that are normally provided by an accountant in connection with statutory and regulatory filings or engagements during such fiscal years were $1,000 for fiscal 2003 and $5,000 for fiscal 2002.



Audit-Related Fees



Donahue and Associates, LLC did not bill us for any assurance or related services that were related to the performance of the audit of the financial statements.



Henry Schiffer, C.P.A. did not bill us for any assurance or related services that were related to the performance of the audit of the financial statements.



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Tax Fees



Since December 22, 2003 Donahue and Associates has not provided any professional services for tax compliance, tax advice and tax planning.



Henry Schiffer, C.P.A. has billed us an aggregate of $3,000 in fiscal 2002 for professional services rendered for tax compliance, tax advice and tax planning.



Other Fees



No other fees were paid to Donahue Associates, L.L.C. or to Henry Schiffer, C.P.A.



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 7 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 its behalf by the undersigned, thereunto duly authorized.



EGPI FIRECREEK, INC.

(Registrant)



/s/ Gregg Fryett

Gregg Fryett

CEO 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.



Name

Title

Date



/s/ Dennis R. Alexander

Chairman and CFO

April 12, 2005

Dennis R. Alexander,

(Chief Financial Officer)



/s/ Gregg Fryett

CEO and Director

April 12, 2005

Gregg Fryett,

(Chief Executive Officer)



/s/ John R. Taylor

President and Director

April 12, 2005

John R. Taylor



/s/  William E. Merritt

Executive Vice President and

April 12, 2005

William E. Merritt

General Counsel and Director



/s/ Charles Alliban

Treasurer and Director

April 12, 2005

Charles Alliban



/s/ George B. Faulder

Vice President and

April 12, 2005

George B. Faulder

Director





/s/  Peter Fryett

Vice President, Asst. Secty

April 12, 2005

Peter Fryett

and Director



/s/  Dr. Mousa Hawamdah

Director

April 12, 2005

Dr. Mousa Hawamdah



/s/  Mike Norman

Director

April 12, 2005

Mike Norman



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