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

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

o	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

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 June 30, 2009, the registrant had 23,868,014 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. x Yes o No

EGPI FIRECREEK, INC

f/k/a Energy Producers, Inc.

10-Q

June 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	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4(T)	Controls and Procedures	17

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item 2.	Unregisterd Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults upon Senior Securities	18

Item 4.	Submission of Matters to a Vote of Security Holders	18

Item 5.	Other Information	18

Item 6.	Exhibits	18

	Certifications

	Signature	18

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PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

EGPI FIRECREEK, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2009 AND DECEMBER 31, 2008

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

Current assets:
Cash	$	46,371		$	2,230
Total current assets	$	46,371		$	2,230

Total assets	$	46,371		$	2,230

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable & accrued expenses	$	270,458		$	549,367
Note payable		32,565			47,565
Total current liabilities	$	303,023		$	596,932

Advances & notes payable to shareholders		47,022			307,096
Total liabilities	$	350,045		$	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 outstanding		0			0
Common stock- $0.20 par value, authorized 1,300,000,000 shares, issued and outstanding, 23,867,106 at June 30, 2009 and 6,921,288 at December 31, 2008	$	1,923,578		$	1,384,257
Additional paid in capital		21,206,508			20,970,812
Other comprehensive loss		(567,000	)		(567,000	)
Accumulated deficit		(22,866,760	)		(22,689,867	)
Total shareholders' deficit		(303,674	)		(901,798	)

Total Liabilities & Shareholders' Deficit	$	46,371		$	2,230

See the notes to the unaudited consolidated financial statements.

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EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

	Six Mos.			Six Mos.			Three Mos.			Three Mos.
	30-Jun-09			30-Jun-08			30-Jun-09			30-Jun-08

General and administrative expenses:
General administration	$	497,103		$	317,581		$	309,485		$	153,412
Total general & administrative expenses		497,103			317,581			309,485			153,412

Net loss from operations	$	(497,103	)	$	(317,581	)	$	(309,485	)	$	(153,412	)

Other revenues and expenses:
Interest income		0			3,687			0			426
Interest expense		(2,097	)		0			5,118			0

Net income (loss) before provision for income taxes	$	(499,200	)	$	(313,894	)	$	(304,367	)	$	(152,986	)

Provision for income taxes		0			0			0			0

Loss from continuing operations		(499,200	)	$	(313,894	)		(304,367	)	$	(152,986	)

Discontinued operations:
Gain on disposal of discontinued component (net of tax)		322,307			0			322,307			0
Loss from operations of discontinued component (net of tax)		0			(1,415,957	)		0			(504,670	)

Net income (loss)	$	(176,893	)	$	(1,729,851	)	$	17,940		$	(657,656	)

Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share- continuing operations	$	(0.04	)	$	(0.05	)	$	(0.02	)	$	(0.03	)
Basic income (loss) per share- discontinued operations	$	0.03		$	(0.23	)	$	0.02		$	(0.09	)
Basic income (loss) per share	$	(0.01	)	$	(0.28	)	$	0.00		$	(0.12	)

Weighted average of common shares outstanding:
Basic		12,191,525			5,921,288			15,911,096			5,921,288
Fully diluted		12,191,525			5,921,288			15,911,096			5,921,288

See the notes to the unaudited consolidated financial statements.

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EGPI FIRECREEK, INC.

(FORMERLY ENERGY PRODUCERS, INC.)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

		Unaudited			Unaudited
		30-Jun-09			30-Jun-08
Operating Activities:
Net income (loss)		$	(176,893	)	$	(1,729,851	)
Adjustments to reconcile net loss items not requiring the use of cash:
Interest expense			2,097			0
Consulting expense			141,434			0
Impairment expense			278,532			0
Gain on disposal	Discontinued component		(322,307	)		0
Depreciation & depletion expense	Discontinued component		0			73,305
Interest expense	Discontinued component		0			564,234
Amortization of deferred charges	Discontinued component		0			36,376
Gain on derivative liability	Discontinued component		0			693,530
Changes in other operating assets and liabilities :
Accounts receivable	Discontinued component		0			(149,373	)
Accounts payable and accrued expenses			75,145			39,152
Net cash used by operations		$	(1,992	)	$	(472,627	)

Investing activities:
Cash acquired in purchase of M3 Lighting		$	46,133		$	0
Purchase of lease & equipment	Discontinued component		0			(1,400,000	)
Net cash used for investing activities			46,133			(1,400,000	)

Net increase (decrease) in cash during the period		$	44,141		$	(1,872,627	)

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

Cash balance at March 31st		$	46,371		$	137,107

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.

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EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 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						2,225,000		445,000		(311,500	)								133,500

Issued shares to pay debt						400,000		80,000		(19,250	)								60,750

Issued warrants to consultant										7,934									7,934
Issued shares to purchase M3 Lighting		5,000		0		14,320,818		14,321		558,512									572,833

Net loss for the period													(176,893	)					(176,893	)

Balance at June 30, 2009		0	$	0		23,867,106	$	1,923,578	$	21,206,508		$	(22,866,760	)	$	(567,000	)	$	(303,674	)

																		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		1,184,257,619		$	1,184,257		$	20,970,812		$	(25,954,306	)		$	(184,800	)		$	(3,784,037	)

Loss on investment (Star Energy)																				(312,200	)			(312,200	)

Net loss for the period																(1,729,851	)							(1,729,851	)

Balance at June 30, 2008		20,000,000		$	200,000		1,184,257,619		$	1,184,257		$	20,970,812		$	(27,684,157	)		$	(497,000	)		$	(5,826,088	)

See the notes to the unaudited consolidated financial statements.

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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 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, Duchess Private Equities Ltd. (Duchess), foreclosed on the assets of the Company. As a result, all of the Company’s oil and gas properties were transferred to Duchess in satisfaction of debt owed.

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

In May 2009 the Company acquired M3 Lighting, Inc. (“M3”) as a wholly owned subsidiary via reverse triangular merger. M3 is a manufacturer and 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- Revenue is recognized from oil &gas sales at such time as the oil & gas is delivered to the buyer. For its producing activities, the Company uses successful efforts costing.

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

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

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

The impairment of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. The Company determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields. During 2008 the Company did not record any impairment.

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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

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

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

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.

Investment in Star Energy, fair value- The Company accounts for its investments in Star Energy as per SFAS 115, Accounting for Certain Investments in Debt and Equity Securities. Management has designated its investments in Star Energy as “available for sale”. Accordingly, investment is recorded at market value and earnings and losses on investments are recognized in the consolidated balance sheets as other comprehensive income.

The Company has also adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”), to account for its investment, which among other things, requires enhanced disclosures about financial instruments carried at fair value.

After adoption of SFAS No.157, investments measured and reported at fair value are classified and disclosed in one of the following categories:

•

Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments in Level I include listed equities and listed derivatives.

•

Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.

•

Level III—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include general and limited partnership interests in corporate private equity and real estate funds, funds of hedge funds, distressed debt and non-investment grade residual interests in securitizations and collateralized debt obligations.

Deferred costs- Deferred costs are the costs of obtaining the equity line of credit discussed in Note 9 and are amortized over the life of the loan.

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

Office equipment	3 years
Computer hardware & software	3 years
Improvements & furniture	5 years
Well equipment	7 years

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

- 8 -

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

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 the Company's financial statements on Form 10-K, as amended, for the period ended December 31, 2008."

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.

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.

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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

3. NET 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-Jun-09			30-Jun-08

Net income (loss) from continuing operations	$	(499,200	)	$	(313,894	)
Net income (loss) from discontinued operations		322,307			(1,415,957	)
Net income (loss)	$	(176,893	)	$	(1,729,851	)

Total shares outstanding		23,868,024			5,921,288

Basic weighted average of shares outstanding		12,191,525			5,921,288
Fully diluted weighted average of shares outstanding		12,191,525			5,921,288

Basic income (loss) per share- continuing operations	$	(0.04	)	$	(0.05	)
Basic income (loss) per share- discontinued operations	$	0.03		$	(0.23	)
Basic income (loss) per share	$	(0.01	)	$	(0.28	)

Fully diluted income (loss) per share- continuing operations	$	(0.04	)	$	(0.05	)
Fully diluted income (loss) per share- discontinued operations	$	0.03		$	(0.23	)
Fully diluted income (loss) per share	$	(0.01	)	$	(0.28	)

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

4. COMMON AND PREFERRED STOCK TRANSACTIONS AND REVERSE STOCK SPLIT

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

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

In February 2009, the Company issued 2,225,000 shares of common stock to consultants for services rendered and recognized an expense of $133,500.

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 in behalf of the Merger acquisition with M3 valued at $573,026.

In May 2009, the Company issued 5,000 shares of its Series C stock as part of the acquisition of M3 Lighting.

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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

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

Series C preferred stock: The Series C Preferred stock has a stated value of $0.001 and no stated dividend rate. One share of preferred Series C has 21,200 votes on the election of our directors and for all other purposes. The Series C has liquidation preference over common stock.

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 at June 30, 2009 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 Note 5.

				Weighted Average		Weighted Average
	Amount			Exercise Price		Years to Maturity

Outstanding at December 31, 2008		178,810		$	71.7026		.61

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

Outstanding at June 30, 2009		566,310		$	1.82451		2.40

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

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EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE QUARTERS ENDED JUNE 30, 2009 AND JUNE 30, 2008

7. INCOME TAX PROVISION

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

Net loss before provision for income taxes	$	(499,200	)	$	(1,729,851	)

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

Less deferred tax benefit:
Timing differences		(2,834,316	)		(1,289,034	)
Allowance for recoverability		2,834,316			1,289,034
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	$	2,834,316		$	1,289,034
Allowance for recoverability		(2,834,316	)		(1,289,034	)
Deferred tax benefit	$	0		$	0

Note: The deferred tax benefits arising from the timing differences begin to expire in fiscal years 2007 and 2028 and may not be recoverable upon the purchase of the Company under current IRS statutes.

8. SUBSEQUENT EVENTS

In July 2009, the Company issued 3,000,000 shares to a consultant for services rendered.

In July 2009, the Company entered into a Finders Fee Agreement and issued 477,361 shares (see information in current Report on Form 8-K filed July 31, 2009.)

In July 2009, the Company entered into an Agreement with CST Federal Services, Inc., Washington, DC for procurement of Government contracts (see information in current Report on Form 8-K filed July 31, 2009.)

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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. The 2008 downturn in economic circumstances lead to a default notice received from our hedge fund lenders which in combination with lack of timely credit availability resulted in forced disposition of our assets. In 2009 we are once again pursuing a re-build of our basic projects infrastructure, negotiating for new acquisitions and potential mergers and roll up transactions. In May 2009 the Company acquired M3 Lighting, Inc. which became a wholly owned subsidiary of the Company via reverse merger with an inactive wholly owned subsidiary of the Company. M3 is a manufacturer and distributor of commercial and decorative lighting to the trade and direct to retailers. As part of the plan of merger the Company spun out Firecreek Petroleum, Inc., and reorganized its oil and gas operational plans by effecting a name change for its wholly owned inactive subsidiary Malibu Holding, Inc. to Energy Producers, Inc. (“EPI”) as a conduit for its oil and gas activities.

Through 2008 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 Lighting, Inc., 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.

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Background Firecreek Petroleum, Inc.

Effective July 1, 2004, we acquired Firecreek Petroleum, Inc., and its subsidiary Firecreek Romania, SRL, together (“Firecreek” or “FPI”). Firecreek was focused on exploration and development specializing in the niche market of rehabilitation and enhancement of existing oilfields through modern management and state of the art technological applications internationally. Throughout 2004 and 2005, the Firecreek unit developed relationships, pursued and prepared for potential acquisitions in Romania and Libya, and through its strategic alliances developed other potential projects for acquisition located in Russia, Romania, Kazakhstan, Ukraine, and Turkey. Firecreek’s business was subsequently restructured in the first quarter of 2006. This process undertook closing our Firecreek subsidiary Ft. Worth Texas offices, eliminating or lowering many expenses including employees, consultants, telephones, long distance, cellular fees, travel, office supplies, data fees, and other. Books, accounting records and data were transferred to the Parent offices located in Scottsdale Arizona. The restructuring helped to decrease overall operating losses for the year 2006, and also to a lesser extent conserved existing cash flows. In 2007 and 2008 Firecreek focused primarily on development of U.S. based domestic oil and gas operations, the Fant Ranch Unit (acquired effective July 1, 2007), and Tubb Leasehold estate (acquired effective January 1, 2008) which were located in Knox and Ward Counties, Texas, respectively, and the Ten Mile Draw (TMD) project located in Sweetwater County Wyoming,.

Effective November 15, 2005, Firecreek purchased a 50% undivided working interest in leases, wells, equipment, gas and to a lesser extent oil reserves, and other rights, located in Green River Basin, Sweetwater County, Wyoming. The project is listed under the prospect name “Ten Mile Draw” (“TMD”). Through our operator Newport Oil Corporation (“Newport” or “NOC”) having completed a successful workover program we commenced with gas production from two wells, the 16-1 and 7-16, in the first and second quarters of 2006, subsequently began a workover program for a third well, the 13-9, in July of 2006. The Company encountered and reported several technical issues with the 13-9 well, and in bringing the well online to satisfactory commercial production levels. During the second quarter of operations the Company reported that it may ultimately elect to shut the well if reasonable commercial production levels were not achieved in a reasonable amount of time. Due not achieving commercial levels of production, during September and October 2008 the Company and NOC elected to shut in the 13-9, and the Company thereafter elected to sell all of its remaining interests and rights held in the TMD to NOC (for further information please see our Current Report on Form 8-K filed October 31, 2008, incorporated herein by reference).

Effective July 1, 2007, Firecreek purchased a 100% working interest and related 75% net revenue interest in leases, wells, equipment, and oil reserves located in Knox County, Texas. The project is listed as the Fant Ranch Unit. Through our operator Success Oil Co. Inc., we took over operations, commenced with oil production in the third and fourth quarter of 2007, and implemented a phase one program to rehabilitate and bring two additional wells on line in the Fant Unit. For additional information related to acquisition of Fant Ranch Unit please see our Report on Form 8-K filed on July 16, 2007 incorporated herein by reference. In January, 2008, Firecreek commenced with an enhancement/rehabilitation phase 2 program for the Fant Ranch Unit located in Knox County, Texas. The program included cleaning out casing perforations, maintenance, paraffin removal, repair and acid stimulation for a majority of the oil wells in the unit. The purpose of the program was to maintain the existing wells regularly, and to increase the overall well efficiency and production for the field. Disposition as of December 2, 2008: In connection with the Default notice received October 24, 2008, and actions of Dutchess Private Equities Fund, Ltd., the 100% Working Interests held in the Fant Ranch Unit was disposed of as of December 2, 2008, and is no longer owned by the Company.

On August 3, 2007, the Company through its Firecreek unit concluded a transaction for the sale of rights and opportunities for development works and projects located in the Ukraine. Through the agreement the purchaser acquired the rights to acquire licenses, permits and permissions to explore for and extract oil, natural gas or other natural resources on the territories referenced in the agreement. For additional information please see information and exhibits to a Report on Form 8-K filed on August 13, 2007, incorporated herein by reference. For updated status please also see Item 1, Legal Proceedings in a report on Form 10-Q, filed on November 21, 2008, incorporated herein by reference.

In January, 2008, Firecreek entered into an Assignment and Bill of Sale (the “Assignment”) with Success Oil Co., Inc. (“SOC”) relating to the purchase and sale of 75% working interests along with 56.25% corresponding net revenue in certain 40 acre tract of land and leases (the “North 40”), with and including a first right for an additional 40 acre lease (the “South 40”), located in Ward County, Texas, more commonly known as the J.B. Tubb leasehold estate (the “Tubb Lease”). The Company participated in a workover, drilling and development program, and has recently brought three wells online as a result. The Company paid $1,400,000 for the lease, equipment and a Participation Agreement which provided for turnkey drilling, re-entry, and included multiple wells on the North 40 Acres. Firecreek has subsequently acquired assignment of one Lower Clearfork formation in the Highland 2 Wellbore which is located on the South 40 of the J.B. Tubb Leasehold Estate (also see information contained in Current Report on Form 8-K/A filed on April 30, 2008). The Tubb Lease workover, drilling and development programs brought three wells online resulting in two of the three wells effectively producing and selling oil and gas. For further information please see our Current Report on Form 8-K, as amended, originally filed on January 9, 2008, and amended and filed on April 30, 2008, incorporated herein by reference. Disposition as of December 2, 2008: In connection with the Default notice received October 24, 2008, and actions of Dutchess Private Equities Fund, Ltd., the 75% Working Interests held in the J.B. Tubb Leasehold Estate was disposed of as of December 2, 2008, and is no longer owned by the Company.

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Sale/Assignment of 100% Stock of FPI Subsidiary

Having disposed of all of the assets of FPI, on May 18, 2009, the Company and Firecreek Global, Inc., entered into a Stock Acquisition Agreement effective the 18th day of May, 2009, relating to the 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 manufacturer and 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, manufacturing, contracting and capital markets. M3 is pursuing acquisitions 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 and M3 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 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 June 30, 2009 and June 30, 2008.

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Results of Operations

Six months ended June 30, 2009 vs. six months ended June 30, 2008.

General and administrative expense for the first six months of operations in 2009 increased to $497,103 from $317,581 in the first six months of 2008. The increase was attributed to the discontinued oil and gas component disposal.

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

Detail of general & administrative expenses:

	30-Jun-09		30-Jun-08

Advertising & promotion	$	45,302	$	3,784
Administration		20,471		15,703
Consulting		66,038		47,695
Impairment expense		278,532		0
Investor incentives/commissions		9,000		36,376
Professional fees		62,760		214,023
Salaries		15,000		0

Total	$	497,103	$	317,581

Advertising & Promotion fees of $ 45,302 were incurred in stock promotional activities.

Consulting fees of $66,038 were incurred for business advisory services.

Impairment expense of $278,532 was related to disposal of Firecreek Petroleum, Inc.

Professional fees of $62,760 were incurred in regards to management advisory, legal costs, accounting, financial modeling.

After deducting general and administrative expenses, the Company experienced a loss from continuing operations of $497,103 for the six months ended June 30, 2009 compared to a loss from continuing operations of $317,581 for the same period last year.

Interest expense for the six months ended June 30, 2009 was $2,097 compared with $0.00 for the same period last year. The increase of interest was due to the increase in debt activity.

After accounting for to the disposal of Firecreek Petroleum, Inc., and loss from operations of discontinued component (net of tax), and gain on disposal of discontinued component (net of tax), the Company incurred a net loss of $176,893 for the first six months ended June 30, 2009 compared to a loss of $1,729,851 for the first six months of 2008.

Fully diluted income (loss) per share was ($0.01) per share for Q2 2009 compared to a loss of ($0.29) per share for Q2 2008.

Three months ended June 30, 2009 vs. three months ended June 30, 2008

General and administrative expense for the three months ended June 30, 2009 increased to $309,485 compared with $153,412 for the three months ended June 30, 2008. The increase was attributed to the Firecreek Petroleum, Inc. disposal in May 2009.

Interest expense increased in the three months ended June 30, 2009 to $5,118 compared to $0.00 for the same period in 2008. The increase of interest was due to the notes payable.

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Consulting and professional fees decreased approximately to $128,798 for the three month period ended June 30, 2009 from $261,718 for the comparative three month period in 2008. The decrease was due to reduction of expenses for the periiod.

Net profit for the three month period ended June 30, 2009 was $17,940 or $0.00 per share compared to a loss of $657,656, or ($0.18) per share for the same three month period in 2008. The gain was attributed primarily to the disposal of Firecreek Petroleum, Inc.

Discussion of Financial Condition: Liquidity and Capital Resources

At June 30, 2009 cash on hand was $46,371 as compared with $2,230 at December 31, 2008.

At June 30, 2009, the Company had working capital deficit of $256,252 compared to a working capital deficit of $594,702 at December 31, 2008. Working capital deficit decreased mainly as a result of debt reduction at the Parent level and disposal of the Firecreek Petroleum, Inc. subsidiary.

Total assets at June 30, 2009 were $46,371 as compared to $2,230 at December 31, 2008.

The Company’s total stockholders’ deficit decreased from $901,798 at December 31, 2008 to $303,674 at June 30, 2009. Stockholders’ deficit increased $176,893 from net losses.

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 June 30, 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

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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 Report, as amended, filed on May 27, June 24, July 31, and August 4, 2009, respectively.

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 Firecreek 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)

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SIGNATURE

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

Date: August 11, 2009

	EGPI FIRECREEK, INC.

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

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