EGPI FIRECREEK, INC. - Quarter Report: 2009 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2009
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________

Commission File Number: 0-32507

EGPI FIRECREEK, INC.

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

NEVADA

(State or other jurisdiction of

incorporation or organization)

8-0345961

(I.R.S. Employer Identification No.)

3400 Peachtree Road, Suite 111,

Atlanta, Georgia 30326

(Address of principal executive offices)

(404) 421-1844

(Issuer's telephone number)

6564 Smoke Tree Lane

Scottsdale, Arizona 85253

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

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

YES x NO o

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o		Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

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

As of September 30, 2009, the registrant had 28,654,467 shares of its $0.001 par value common stock issued and outstanding. There are also -0- shares of Series A, or B preferred stock, and 5,000 shares of its Series C preferred stock, issued and outstanding, at $0.001 par value for each of the Series of Preferred, and no shares of non-voting common stock issued and outstanding.

Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o Yes o No

EGPI FIRECREEK, INC

f/k/a Energy Producers, Inc.

10-Q

September 30, 2009

TABLE OF CONTENTS

		PAGE
PART 1:	FINANCIAL INFORMATION

Item 1.	Financial Statements - Unaudited

	Consolidated Balance Sheets	3

	Consolidated Statement of Operations	4

	Consolidated Statement of Cash Flows	5

	Consolidated Statement of Changes in Shareholders' Equity	6

	Notes to the Unaudited Consolidated Financial Statements	7

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4(T)	Controls and Procedures	14

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults upon Senior Securities	15

Item 4.	Submission of Matters to a Vote of Security Holders	15

Item 5.	Other Information	15

Item 6.	Exhibits	16

	Certifications

	Signature	16

PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

EGPI FIRECREEK, INC.

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008

	Unaudited
	30-Sep-09			31-Dec-08
ASSETS

Current assets:
Cash	$	116		$	2,230
Accounts receivable		489			0
Total current assets	$	605		$	2,230

Other assets:
Deposits		20,000			0

Total assets	$	20,605		$	2,230

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable & accrued expenses	$	322,742		$	549,367
Note payable		50,849			47,565
Total current liabilities	$	373,591		$	596,932

Advances & notes payable to shareholders		8,372			307,096
Total liabilities	$	381,963		$	904,028

Shareholders' deficit:
Series A preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding	$	0		$	0
Series B preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding		0			0
Series C preferred stock, 20 million authorized, stated value $.001,one share convertible to ten common shares, no stated dividend. 5,000 shares outstanding		0			0
Common stock- $0.20 par value, authorized 1,300,000,000 shares, issued and outstanding, 6,921,288 at December 31, 2008 and 28,654,467 at September 30, 2009	$	1,405,990		$	1,384,257
Additional paid in capital		22,066,906			20,970,812
Other comprehensive loss- discontinued component		(567,000	)		(567,000	)
Accumulated deficit		(23,267,254	)		(22,689,867	)
Total shareholders' deficit		(361,358	)		(901,798	)

Total Liabilities & Shareholders' Deficit	$	20,605		$	2,230

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

	Unaudited			Unaudited			Unaudited			Unaudited
	Nine Mos.			Nine Mos.			Three Mos.			Three Mos.
	30-Sep-09			30-Sep-08			30-Sep-09			30-Sep-08

General and administrative expenses:
General administration	$	1,211,673		$	450,073		$	714,570		$	133,031
Total general & administrative expenses		1,211,673			450,073			714,570			133,031

Net loss from operations	$	(1,211,673	)	$	(450,073	)	$	(714,570	)	$	(133,031	)

Other revenues and expenses:
Miscellaneous income		48,000			0			0			0
Interest income		0			0			0			0
Interest expense		(6,281	)		0			(4,184	)		0

Net income (loss) before provision for income taxes	$	(1,169,954	)	$	(450,073	)	$	(718,754	)	$	(133,031	)

Provision for income taxes		0			0			0			0

Loss from continuing operations		(1,169,954	)	$	(450,073	)		(718,754	)	$	(133,031	)

Discontinued operations:
Gain on disposal of discontinued component (net of tax)		592,567			0			270,260			0
Gain (loss) from operations of discontinued component (net of tax)		0			(770,264	)		0			589,438

Net income (loss)	$	(577,387	)	$	(1,220,337	)	$	(448,494	)	$	456,407

Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share- continuing operations	$	(0.07	)	$	(0.08	)	$	(0.03	)	$	(0.02	)
Basic income (loss) per share- discontinued operations	$	0.03		$	(0.13	)	$	0.01		$	0.10
Basic income (loss) per share	$	(0.04	)	$	(0.21	)	$	(0.02	)	$	0.08

Weighted average of common shares outstanding:
Basic		17,316,735			5,921,288			27,382,532			5,921,288
Fully diluted		17,316,735			5,921,288			27,382,532			5,921,288

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

		Unaudited			Unaudited
		30-Sep-09			30-Sep-08
Operating Activities:
Net income (loss)		$	(577,387	)	$	(1,220,337	)
Adjustments to reconcile net loss items not requiring the use of cash:
Interest expense			3,284			0
Consulting expense and other fees			484,244			0
Impairment expense			554,176			0
Gain on disposal of Firecreek	Discontinued component		(592,567	)		0
Depreciation & depletion expense	Discontinued component		0			144,174
Interest expense	Discontinued component		0			731,485
Amortization of deferred charges	Discontinued component		0			36,376
Gain on derivative liability	Discontinued component		0			120,340
Changes in other operating assets and liabilities :
Accounts receivable			(489	)
Accounts receivable	Discontinued component		0			(58,679	)
Accounts payable and accrued expenses			100,492			(436	)
Net cash used by operations		$	(28,247	)	$	(247,077	)

Investing activities:
Cash acquired in purchase of M3 Lighting, Inc.		$	46,133		$	0
Security deposit			(20,000	)		0
Purchase of lease & equipment	Discontinued component		0			(1,406,237	)
Net cash used for investing activities			26,133			(1,406,237	)

Net increase (decrease) in cash during the period		$	(2,114	)	$	(1,653,314	)

Cash balance at January 1st			2,230			2,009,734

Cash balance at September 30th		$	116		$	356,420

Supplemental disclosures of cash flow information:
Interest paid during the period		$	0		$	0
Income taxes paid during the period		$	0		$	0

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

														Other
	Preferred		Preferred		Common		Par		Paid in		Accumulated			Comprehensive
	Shares		Value		Shares		Value		Capital		Deficit			Loss			Total

Balance at December 31, 2008		0	$	0		6,921,288	$	1,384,257	$	20,970,812	$	(22,689,867	)	$	(567,000	)	$	(901,798	)

Issued shares for consulting services						7,012,361		7,012		469,298								476,310
Issued shares to pay debt						400,000		400		60,350								60,750
Issued warrants to consultant										7,934								7,934
Issued shares to purchase M3 Lighting, Inc.						14,320,818		14,321		558,512								572,833

Net loss for the period												(577,387	)					(577,387	)

Balance at September 30, 2009		0	$	0		28,654,467	$	1,405,990	$	22,066,906	$	(23,267,254	)	$	(567,000	)	$	(361,358	)

														Other
	Preferred		Preferred		Common		Par		Paid in		Accumulated			Comprehensive
	Shares		Value		Shares		Value		Capital		Deficit			Loss			Total

Balance at December 31, 2007		20,000,000	$	200,000		5,921,288	$	1,184,257	$	20,970,812	$	(25,954,306	)	$	(184,800	)	$	(3,784,037	)

Loss on investment (Star Energy)															(352,200	)		(352,200	)

Net loss for the period												(1,220,337	)					(1,220,337	)

Balance at September 30, 2008		20,000,000	$	200,000		5,921,288	$	1,184,257	$	20,970,812	$	(27,174,643	)	$	(537,000	)	$	(5,356,574	)

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

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

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

In October 2008, the Company effected a 1 share for 200 shares reverse split of its common stock. See financial statement Note 4 for a further discussion.

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

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

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

Revenue and Cost Recognition- Revenues are recognized when all services have been performed and collection of the revenues is assured.

Cash- For the purpose of compiling the statement of changes in cash flows, cash includes all cash balances and highly liquid short-term investments with original maturity dates of three months or less.

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.

The Company applied SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets, to account for the sale of the oil & gas properties in December 2008 as more fully discussed in financial statement note 9. Accordingly, the results of operations and cash flows from these assets for both 2008 and 2007 are separately recorded in the consolidated statements of operations and cash flows as a discontinued component.

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.

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

2. GOING CONCERN

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, in December 2008 all of the producing assets of the Company were foreclosed on by Dutchess to pay down loans owed. This situation raises the doubt of the Company’s ability to continue as a going concern.

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

-Raise interim and long term finance to assist new M3 Lighting, Inc. and Energy Producers, Inc. (oil and gas rehabilitation and development) subsidiary acquisitions.

-Raise 6-12 months working capital for corporate operations.

-Pursue asset based project finance or develop joint ventures to fund work programs for oil and gas domestically.

-Pursue formation of strategic alliances with more firmly established peer groups to assist acquisition activities.

-Initiate search for experienced personnel related to the M3 and oil and gas activities to add to our staff.

3. NET INCOME (LOSS) PER SHARE

The Company applies SFAS No. 128, Earnings per Share to compute net loss 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 years. Net income (loss) per common share has been computed as follows:

	30-Sep-09			30-Sep-08

Net income (loss) from continuing operations	$	(1,169,954	)	$	(450,073	)
Net income (loss) from discontinued operations		592,567			(770,264	)
Net income (loss)	$	(577,387	)	$	(1,220,337	)

Total shares outstanding		28,654,467			5,921,288

Basic weighted average of shares outstanding		17,316,735			5,921,288
Fully diluted weighted average of shares outstanding		17,316,735			5,921,288

Basic income (loss) per share- continuing operations	$	(0.07	)	$	(0.08	)
Basic income (loss) per share- discontinued operations	$	0.03		$	(0.13	)
Basic income (loss) per share	$	(0.04	)	$	(0.21	)

Fully diluted income (loss) per share- continuing operations	$	(0.07	)	$	(0.08	)
Fully diluted income (loss) per share- discontinued operations	$	0.03		$	(0.13	)
Fully diluted income (loss) per share	$	(0.04	)	$	(0.21	)

All amounts for fiscal year 2008 have been adjusted for the 1 for 200 reverse stock split more fully discussed in financial statement Note 4.

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

4. COMMON AND PREFERRED STOCK TRANSACTIONS AND REVERSE STOCK SPLIT

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

During the period from January 1, 2009 to September 30, 2009, the Company issued 7,012,361 shares of common stock to consultants for services rendered at a value of $476,310.

In February 2009, the Company issued 400,000 shares of common stock and retired debt owed of $60,750.

In May 2009, the Company issued 14,320,818 shares to purchase M3 Lighting, Inc. the transaction was valued at $572,833. Also see discussion in financial statement Note 8.

5. PREFERRED STOCK SERIES

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

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

Series C preferred stock: The Preferred C stock has a stated value of $.001 and no stated dividend rate and is non-participatory. One share of preferred is convertible into 10 shares of common stock. The Series C has liquidation preference over common stock.

In May 2009, the Company issued 5,000 shares of its Series C stock as part of the acquisition of M3 Lighting, Inc. See further discussion in financial statement Note 8.

6. OPTIONS OUTSTANDING

The Company applies SFAS No. 123, “Accounting for Stock-Based Compensation” to account for option issues. Accordingly, all options granted are recorded at fair value using a generally accepted option pricing model at the date of the grant. There is no formal stock option plan for employees.

A listing of options outstanding is as follows. Options outstanding and their attendant exercise prices have been adjusted for the 1 for 200 reverse split of the common stock discussed in financial statement Note 4.

				Weighted Average		Weighted Average
	Amount			Exercise Price		Years to Maturity

Outstanding at December 31, 2008		178,810		$	8.04000		2.72

Issued		500,000
Exercised		0
Expired		(112,500	)

Outstanding at September 30, 2009		566,310		$	1.82451		2.17

In February 2009, the Company issued 500,000 options with an exercise price of $1 per share expiring in 2012. The Company recorded an expense of $7,934 in the consolidated statement of operations as a result of the issue.

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

7. INCOME TAX PROVISION

Provision for income taxes is comprised of the following:	30-Sep-09			30-Sep-08

Net loss before provision for income taxes	$	(1,169,954	)	$	(1,220,337	)

Current tax expense:
Federal		0			0
State		0			0
Total	$	0		$	0

Less deferred tax benefit:
Timing differences		(3,024,150	)		(1,082,171	)
Allowance for recoverability		3,024,150			1,082,171
Provision for income taxes	$	0		$	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	%		34	%
Statutory state and local income tax		10	%		10	%
Less allowance for tax recoverability		-44	%		-44	%
Effective rate		0	%		0	%

Deferred income taxes are comprised of the following:

Timing differences	$	3,024,150		$	1,082,171
Allowance for recoverability		(3,024,150	)		(1,082,171	)
Deferred tax benefit	$	0		$	0

Note: The deferred tax benefits arising from the timing differences begin to expire in fiscal years 2028 and 2029 and may not be recoverable upon the purchase of the Company under current IRS statutes.

8. PURCHASE OF M3 LIGHTING, INC.

In May 2009, the Company issued 14,320,818 common shares and 5,000 preferred C shares to purchase M3 Lighting, Inc. The transaction was valued at $572,833. The Company recorded an impairment expense of $548,792 at the date of the transaction as the future revenues associated with M3 could not be assured.

Selected pro forma financial data associated with the purchase of M3 assuming the purchase occurred on January 1, 2009 is as follows.

	Per			Pro
	Financials			Forma

Net revenues	$	0		$	3,848
General administration	$	1,211,673		$	1,244,309
Loss per share	$	(0.04	)	$	(0.04	)

9. SALE OF FIRECREEK INC.

In February 2009, the Company sold all of its interest in its subsidiary, Firecreek Petroleum Inc., to the former owner of the subsidiary. All of the assets and the liabilities of the subsidiary were transferred to the former owner of the subsidiary and the Company recognized a book gain on the transaction of $592,567.

10. Promissory Notes

The following is the schedule of the promissory notes to shareholder payable at September 30, 2009:

Matures in December 2009, effective interest of 18% (shareholder)	$	37,049
Matures in February 2010, effective interest of 18% (related party)		12,000
Matures in February 2010, effective interest of 18% (related party)		1,800
Total Notes Payable	$	50,849

11. SUBSEQUENT EVENTS

In October 2009, the Company issued 1,500,000 shares to an entity for investor and public relations.

In October 2009, the Company issued 1,150,000 shares to consultants for services rendered.

In November 2009, the Company issued 100,000 shares to consultants for services rendered.

Effective October 1, 2009, the Company acquired 100% of the stock of South Atlantic Traffic Corporation. For additional information please see our Current Report on Form 8-K filed on November 11, 2009, incorporated herein by reference.

Effective October 3, 2009, the Company and SATCO established a four million ($4,000,000) dollar accounts receivable line of credit. For additional information please see our Current Report on Form 8-K filed on November 11, 2009 incorporated herein by reference.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements in Form 10-K, as amended, and the other financial data appearing elsewhere in this Form 10-Q Report.

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

Overview

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

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

In early 2009, based on the economic downturn, struggling financial markets and the implementation of the federal stimulus package for infrastructure projects, the Company embarked on a transition from an emphasis on the oil and gas focused business to that of an acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies. In addition, the acquisition targets being reviewed by the Company also have a presence in the telecommunications and general construction industries. The acquisition strategy focuses on vertically integrating manufacturing entities, distributors and construction groups. In May 2009, the Company acquired M3 Lighting Inc. (M3) as the flagship subsidiary to begin this process.

Through 2009 we continued to limit and wind down the pursuit of oil and gas projects overseas in Central Asian and European countries, but reserve the right to re enter these activities at a future date.

The Company has been making presentations to asset-based lenders and other financial institutions for the purpose of expanding and supporting our growth potential by development of its new line of operations for M3, and in addition to its oil and gas operations in 2009 with a goal to re build our revenue base and cash flow; however, the Company makes no guarantees and can provide no assurances that it will be successful in these endeavors.

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

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

General

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

Sale/Assignment of 100% Stock of FPI Subsidiary

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

Completion of Recent Merger Acquisition with M3 Lighting, Inc.

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

In accordance with the Company’s plan of Merger, our plans are currently to develop two lines of business, one line of business for its historical oil and gas operations now reorganized into the Company’s wholly owned subsidiary unit, Energy Producers, Inc. F/K/A Malibu Holding, Inc., this replacing Firecreek Petroleum, Inc., and one for M3 Lighting, Inc., F/K/A Asian Ventures, Corp. which is involved in distribution of commercial and decorative lighting to the trade, and to direct retailers. M3 specializes in the areas of lighting industry sales, design, product development, and sourcing, contracting and capital markets. M3 is pursuing acquisitions for the Company in the DOT construction industry on Federal and State levels in order to expand its sales for lighting, guardrail, cameras, traffic management/signalization, utility moves, variable message boards and other non-road construction opportunities, as well as, its pursuit of light and traffic fixture manufacturing plants both domestically and overseas. Future acquisitions in the DOT construction industry are expected to provide a labor force for the maintenance and remediation services the Company plans on providing.

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

General Statement: Factors that may affect future results:

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

– Inability of the company to secure additional financing.

– Unexpected economic changes in the United States.

– The imposition of new restrictions or regulations by government agencies that affect the Company’s business activities.

To the extent possible, the following discussion will highlight the Company’s business activities for the quarters ended September 30, 2009 and September 30, 2008.

I. Results of Operations

Nine months ended September 30, 2009 versus nine months ended September 30, 2008.

General and administrative expense for the first nine months of operations in 2009 increased to $1,211,673 from $450,073 in the first nine months of 2008. The increase was attributed to acquisition cost related to M3 Lighting, Inc. operations.

Detail of general & administrative expenses:

	30-Sep-09		30-Sep-08

Advertising & promotion	$	49,507	$	12,088
Administration		33,680		29,442
Consulting		263,676		51,250
Impairment expense (M3)		548,792		0
Investor incentives/commissions		51,000		36,376
Professional fees		265,018		314,069
Travel		0		6,848

Total	$	1,211,673	$	450,073

Advertising & promotion expense was $49,507 investor and public relations.

Administration used $33,680 for corporate parent costs related to printing, office, postage, transfer agent, filing agent, and other costs.

Consulting fees of $263,676 were incurred for business advisory services.

Impairment expense in the amount of $548,792 was incurred as a result of the merger of M3 into the Company’s wholly owned subsidiary.

Investor incentives/commissions of $51,000 were incurred related to financing activities.

Professional fees of $265,018 were incurred for management advisory, legal costs, accounting, and financial modeling.

After deducting general and administrative costs, the Company experienced a loss from operations of $1,211,673 for the nine months ended September 30, 2009 compared to an operating loss of $450,073 for the same period in 2008.

Interest expense increased for the nine months ended September 30, 2009 to $6,282 compared to $0 for the same period in 2008. .

Consulting and professional fees increased approximately $150,694 to $528,694 for the nine month period ended September 30, 2009 from $365,319 for the comparative nine month period in 2008.

Net loss for the first nine months in 2009 was $577,387 or ($0.04) per share compared to a loss of $1,220,337 or ($0.02) per share for the first nine months in 2008.

Three months ended September 30, 2009 versus Three months ended September 30, 2008

General and administrative expense for the three months of operations ended September 30, 2009 increased to $714,570 from $133,031 in the three month months period ended September 30 of 2008. The increase was attributed to acquisition cost related to M3 Lighting, Inc. operations.

Interest expense increased in the three months ended September 30, 2009 to $4,185 compared to no interest for the same period in 2008.

Consulting and professional fees increased approximately $296,295 to $399,896 for the three month period ended September 30, 2009 from $103,601 for the comparative three month period in 2008.

Net loss for the three month period ended September 30, 2009 was $448,494 or ($0.02) per share compared to a gain of $456,407, or $0.08 per share for the same three month period in 2008.The gain in 2008 was due to gains from the disposal of assets.

Discussion of Financial Condition: Liquidity and Capital Resources

At September 30, 2009 cash on hand was $116 as compared with $2,230 at December 31, 2008. All the cash was used in operations.

At September 30, 2009, the Company had working capital deficit of $352,986 compared to a working capital deficit of $547,137 at December 31, 2008. Working capital deficit decreased mainly as a result of the disposal of assets and related debts in 2008 and 2009.

Total assets at September 30, 2009 were $20,605 as compared to $2,230 at December 31, 2008. Increase in total assets was attributable in part to acquisition of M3 Lighting, Inc.

The Company’s total stockholders’ deficit decreased from $901,798 at December 31, 2008 to $361,358 at September 30, 2009. The Stockholders’ deficit decreased $592,567 due to gains on the disposal of Firecreek Petroleum, Inc. and the acquisition of M3 Lighting Inc.

ITEM 3 – QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4(T) – CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2009. This evaluation was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Accounting Officer. Based upon that evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that, as of September30, 2009, our disclosure controls and procedures were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

(b)

Changes in Internal Controls over financial reporting

There have been no changes in our internal controls over financial reporting during our last fiscal quarter, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS.

Not Applicable

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

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

Please see information listed in the Part II, Item 5, under the sub heading Recent Sales of Unregistered Securities, contained in our Annual Report on Form 10-K, Amendment No. 2, filed on April 23, 2009, incorporated herein by reference.

Please see information listed in our current Reports on Form 8-K, as amended, filed on May 27, June 24, July 31, August 4, and September 21, 2009, respectively.

On October 1, 2009, by majority consent of the Board of Directors, the Company approved the following issuances of its restricted common stock, par value $0.001 per share, to the following person for extension of financial obligations rendered (see Items 1.01 and 2.03 above.).

Name	Date	Share Amount(***)		Type of Consideration	Fair Market Value of Consideration
Wakabayashi Fund, L.L.C. (1)	10/1/09		1,500,000	Investor / Public Relations	$	127,500
4-13-20 Mita Minato-Ku				services
Tokyo, Japan 108-0073

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

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

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

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

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5 – OTHER INFORMATION

Please see information listed under ITEM 9B, OTHER INFORMATION, contained in our Annual Report on Form 10-K, Amendment No. 2, filed on April 23, 2009, incorporated herein by reference.

The Company and its Energy Producers unit are presently in different stages of review and discussion, gathering data and information, and any available reports on other potential acquisitions in Texas, and other productive regions and areas in the U.S.

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

ITEM 6 – EXHIBITS

Exhibit No.		Description

31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
32.1		Certification Pursuant to 18 U.S.C. SECTION 1350 (3)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 11, 2009

	EGPI FIRECREEK, INC.

	By:	/s/ Dennis Alexander
	Name	Dennis Alexander
	Title:	Chairman, CEO, and CFO