EGPI FIRECREEK, INC. - Quarter Report: 2010 March (Form 10-Q)

Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to____________

Commission File No. 000-32507

EGPI FIRECREEK, INC.

(Exact name of Registrant as specified in its charter)

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

6564 Smoke Tree Lane

Scottsdale, Arizona 85253

(Address of Principal Executive Offices)

(480) 948-6581

(Registrant’s Telephone Number)

N/A

(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 £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

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

Large Accelerated Filer £		Accelerated Filer £

Non-Accelerated Filer £		Smaller Reporting Company T

(Do not check if a smaller reporting company)

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

Yes £ No T

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

As of May 21, 2010, the registrant had 181,401,746 shares of its $0.001 par value common stock issued and outstanding. There are no shares of Series A and B preferred stock, and 5,000 shares of 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.

EGPI FIRECREEK, INC

f/k/a Energy Producers, Inc.

10-Q

March 31, 2010

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	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4(T)	Controls and Procedures	23

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults upon Senior Securities	26

Item 4.	Removed and Reserved	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Certifications

	Signature	28

PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

EGPI FIRECREEK, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

	Unaudited
	31-Mar-10			31-Dec-09
ASSETS

Current assets:
Cash	$	613		$	17,625
Accounts receivable, net of allowance		484,443			739,166
Inventory		58,834			66,290
Prepaid expenses		50,766			47,566
Total current assets		594,656			870,647

Other assets:
Trade name, net of amortization		640,703			653,921
Customer list, net of amortization		154,772			158,939
Goodwill		2,001,840			2,001,840

Oil and natural gas properties (successful efforts method of accounting):
Proved, net of accumulated depletion, depreciation, and amortization		225,000			225,000

Fixed Assets, net		41,467			49,319
Total other assets		3,063,782			3,089,019

Total assets	$	3,658,438		$	3,959,666

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable & accrued expenses	$	2,912,630		$	2,729,515
Notes payable and convertible notes		4,965,242			941,990
Advances & notes payable to shareholders		161,291			240,918
Derivative liabilities		41,850			0
Total current liabilities		8,081,013			3,912,423

Total liabilities		8,081,013			3,912,423

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, par value $.001, each share has 21, 200 votes per share, are not convertible, have no stated dividend. 5 thousand shares outstanding		0			0
Common stock- $0.001 par value, authorized 1,300,000,000 shares, issued and outstanding, 76,460,069 at March 31, 2010 and 51,455,743 at December 31, 2009		1,454,503			1,429,499
Additional paid in capital		21,610,642			25,283,090
Other comprehensive income		67,279			0
Common stock subscribed		240,876			0
Accumulated deficit		(27,795,875	)		(26,665,346	)
Total shareholders' deficit		(4,422,575	)		47,243

Total liabilities & shareholders' deficit	$	3,658,438		$	3,959,666

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE QUARTERS ENDED MARCH 31, 2010 AND MARCH 31, 2009

	Unaudited 31-Mar-10			Unaudited 31-Mar-09
Revenues
Gross revenues from sales	$	508,660		$	0
Cost of sales		433,328			0
Net revenues from sales		75,332			0

General and administrative expenses:
General administration		885,046			187,618
Total general & administrative expenses		885,046			187,618

Net loss from operations		(809,714	)		(187,618	)
Other revenues and expenses:
Gain (loss) on asset disposal		1,672			0
Loss on Retirement of debt		(278,737	)		0
Gain (loss) on derivatives		68,801			0
Interest expense		(112,551	)		(7,215	)
Net income (loss) before provision for income taxes		(1,130,529	)		(194,833	)

Provision for income taxes		0			0

Net income (loss)	$	(1,130,529	)	$	(194,833	)

Other comprehensive income (loss)

Gain (loss) from Foreign exchange translation		(67,279	)		0

Total comprehensive income (loss)	$	(1,063,250	)	$	(194,833	)

Basic and fully diluted net loss per common share:
Net loss per share - continuing operations	$	(0.02	)	$	(0.02	)
Net loss per share	$	(0.02	)	$	(0.02	)

Weighted average of common shares outstanding:
Basic and fully diluted		66,849,412			8,459,884

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED MARCH 31, 2010 AND MARCH 31, 2009

	Unaudited			Unaudited
	31-Mar-10			31-Mar-09
Operating Activities:
Net loss	$	(1,063,250	)	$	(194,833	)
Adjustments to reconcile net loss items not requiring the use of cash:
Capital stock issued for services		287,950			0
Derivative		41,850			7,215
Note Payable Discount		(26,565	)		141,434
Depreciation of intangibles		17,385			0
Depreciation and amortization PPE		9,525			0
Gain/Loss on disposal of debt		278,737			0
Gain/Loss on disposal of fixed assets		(1,673	)
Changes in other operating assets and liabilities:
Accounts receivable		254,723			0
Inventory		7,456			0
Accounts payable and accrued expenses		(51,708	)		12,387
Prepaid expenses		(3,200	)
Net cash used by operations		(248,770	)		(33,797	)

Investing activities:
		0			0
Net cash used for investing activities		0			0

Financing Activities:
Proceeds from sale of stock		70,004			0
Borrowings on debt		1,268,471			0
Principal payments on debt		(1,039,438	)		31,607
Net cash provided by financing activities		299,037			31,607

Gain due to foreign currency translation		67,279

Net decrease in cash during the period	$	(17,012	)	$	(2,190	)

Cash balance at January 1st		17,625			2,230

Cash balance at March 31st	$	613		$	40

Supplemental disclosures of cash flow information:
Interest paid during the year- discontinued component	$			$
Income taxes paid during the year	$			$

Non-cash activities:

Common stock issued for:
Debt conversion		542,481			-
SATCO acquisition					-
M3 acquisition					-
Exchange of PP&E for loan payable					-
Net asset value of subsidiary spin-off					-

See the notes to the unaudited consolidated financial statements.

EGPI FIRECREEK, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE QUARTERS ENDED MARCH 31, 2010 AND MARCH 31, 2009

	Common Shares		Par Value		Paid in Capital			Accumulated Deficit			Other Comprehensive Loss		Common Stock Subscribed		Total
Balance at December 31,2009		51,455,743		1,429,499		25,283,090			(26,665,346	)		-		-		47,243
Issued shares for services		4,650,000		4,650		196,154			-							200,804
Stock subscriptions paid		1,333,467		1,333		47,338										48,671
Issued shares for debt		19,020,859		19,021		548,460										567,481
Other Comprehensive Loss												67,279				67,279
Acquisition of subsidiary						(4,464,400	)									(4,464,400	)
Commons Stock Subscribed														240,876		240,876
Net loss for the period									(1,130,529	)						(1,130,529	)
Balance at March 31, 2010		76,460,069		1,454,503		21,610,642			(27,795,875	)		67,279		240,876		(4,422,275	)

EGPI FIRECREEK, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED MARCH 31, 2010 AND MARCH 31, 2009

1. Organization of the Company and Significant Accounting Principles

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

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

In October 2008, the Company effected a 1 share for 200 shares reverse split of its common stock.

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

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

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

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

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

The financial information included in this quarterly report should be read in conjunction with the consolidated financial statements and related notes thereto in our Form 10-K for the year ended December 31, 2009.

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

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

Sales from South Atlantic Traffic Company revenues are recognized at the time product has been delivered to the customer. Sales are recorded net of discounts or other adjustments which may be applied to the gross sales price. Customer sales are specialty orders drop-shipped from the manufacturer. Accordingly, all sales are final upon delivery to the customer under the terms of the sales order. The Company’s policy is not to grant customer refunds. Customer deposits received upon execution of a sales order are recorded as revenue upon completion of the sale.

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

Cash Equivalents -The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2010 or December 31, 2009.

Accounts Receivable - The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining allowances for potential credit losses which, when realized, have been within management's expectations. The allowance method is used to account for uncollectible amounts. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Allowance for doubtful accounts was $377,762 at March 31, 2010 and $651,913 at December 31, 2009.

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

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

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

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

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

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

Asset Retirement Obligations (“ARO”). The estimated costs of restoration and removal of facilities are accrued. The fair value of a liability for an asset's retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated with the related long-lived asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, estimated future costs of abandonment and dismantlement are included in the full cost amortization base and are amortized as a component of depletion expense. At March 31, 2010, the ARO of $4,337 is included in accrued expenses and fixed assets.

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

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

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

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

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

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

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

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

Non-Recurring fair value metrics:

Level 1 – None

Level 2 – None

Level 3 – Intangible assets – Trade Name $661,000, Customer List $163,000, Goodwill $2,004,340 = Total $2,828,340

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

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

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.

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

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

As of March 31, 2010, amortizable intangible assets consist of trade names and customer contracts. These intangibles are being amortized on a straight-line basis over their estimated useful lives of 12 and 10 years, respectively. For the period ended March 31, 2010 the Company recorded amortization of our intangibles of $17,385, and amortization of $11,140 at December 31, 2009.

Foreign currency translation - The Company’s functional currency is the U.S dollar. We have an obligation related to our acquisition of Red Quartz as discussed in Note 6 which is denominated in Euro’s. The change in currency valuation from our reporting this obligation in U.S dollars is reported as a component of other comprehensive income consistent with the relevant accounting literature.

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

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

Foreign Currency Translation and Transaction - The financial position at present for the Company’s foreign subsidiary Redquartz LLC, established under the laws of the Country of Ireland are determined using (U.S. dollars) reporting currency as the functional currency. All exchange gains and losses from remeasurement of monetary assets and liabilities that are not denominated in U.S. dollars are recognized currently in other comprehensive income. All transactional gains and losses are part of income or loss from operations (if and when incurred) will be pursuant to current accounting literature.

Derivative Financial Instruments -The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re−valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option−based derivative financial instruments, the Company uses the Black−Scholes model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non−current based on whether or not net−cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Adopted and Recently Enacted Accounting Pronouncements

In April 2008, the FASB issued ASC 350-10, "Determination of the Useful Life of Intangible Assets." ASC 350-10 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible Assets." ASC No. 350-10 is effective for fiscal years beginning after December 15, 2008. The adoption of this ASC did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and Liabilities assumed in a Business Combination That Arise from Contingencies—an amendment of FASB Statement No. 141 (Revised December 2007), Business Combinations". ASC 805-10 addresses application issues raised by preparers, auditors and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805-10 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. ASC 805-10 will have an impact on our accounting for any future acquisitions and its consolidated financial statements.

In May 2009, the FASB issued ASC Topic 855, “Subsequent Events”. ASC Topic 855 established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. ASC Topic 855 also requires disclosure of the date through which subsequent events are evaluated by management. ASC Topic 855 was effective for interim periods ending after June 15, 2009 and applies prospectively. Because ASC Topic 855 impacts the disclosure requirements, and not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. See Note 10 for disclosures regarding our subsequent events.

Effective July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles—Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout these consolidated financials have been updated for the Codification.

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. We are currently evaluating the impact of this standard, but would not expect it to have a material impact on the our consolidated results of operations or financial condition.

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

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

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

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

2. Going Concern

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

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

3. Common and Preferred Stock Transactions

In the first quarter 2010, the Company issued 4,650,000 shares of common stock for services valued at $205,450. The shares were issued to various business consultants, advisors, and legal consultants for assisting the Company’s growth plan. We used the closing share price on the date of grant for valuation of the expense.

In the first quarter 2010, the Company issued 19,020,859 shares of common stock to extinguish debt of $429,148.

In the first quarter of 2010, the Company issued 1,333,467 shares of common stock for subscription price of $50,004.

In the first quarter of 2010, 100,000 shares were agreed to be issued to Red Quartz in conjunction with the acquisition. These shares have not yet been issued and are portion of common stock subscribed.

Common stock subscribed consists of shares that are agreed to be issued for debt and the Red Quartz acquisition. The balances consist of 8,581,000 shares not yet issued for debt forgiveness and 100,000 shares to be issued to Red Quartz.

4. Preferred Stock Series

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

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

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

5. Fixed Assets and Oil and Gas Properties

The following is a detailed list of fixed assets:

	31-Mar-10			31-Dec-09
Property and Equipment	$ 101,520			$ 109,488
Well leases		150,263			163,500
Well equipment		74,737			61,500
Asset Retirement Obligation		4,337			4,337
Accumulated depreciation & depletion		(64,390	)		(64,506	)

Fixed assets- net	$	266,467		$	274,319

6. Options & Warrants Outstanding

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

A listing of options and warrants outstanding at March 31, 2010 is as follows. Option and warrants outstanding and their attendant exercise prices have been adjusted for the 1 for 200 reverse split of the common stock discussed in Note 5.

	Amount		Weighted Average Exercise Price		Weighted Average Years to Maturity
Outstanding at December 31, 2009		6,566,310	$	1.18533		2.89

Issued		0
Exercised		0
Expired		0

Outstanding at March 31, 2010		6,566,310	$	1.18533		2.64

There were no options or warrants granted during the three months ended March 31, 2010. During 2009 we granted 6,500,000 warrants. 500,000 warrants were granted to a consultant pursuant to an advisory agreement with an exercise price of $1.00 per share, 3 year term, an estimated 95% volatility and an estimated fair value of $7,934.

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

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

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

2010

2009

On May 21, 2009, The Company, Asian Ventures Corp., a Nevada corporation (the “Subsidiary”), M3 Lighting, Inc., a Nevada corporation (“M3”), and Strategic Partners Consulting, L.L.C., a Georgia limited liability company (“Strategic Partners”) executed and closed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby M3 merged into the Subsidiary, a wholly-owned subsidiary of the Company. The acquisition has been accounted for at cost basis with no step up in purchase price due to M3 no having ongoing operations as a development stage company and no meeting the definition of a business. We gave 14,320,808 shares of our commons stock to acquire M3. No pro-forma is necessary as given the development stage nature of this Company the results of our operations would not materially change had the acquisition occurred at the beginning of the prior year.

ii)

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

The Agreement calls for the following material terms:

I. Purchase of Stock, Purchase Price:

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

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

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

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

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

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

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

A breakdown of the purchase price is as follows:

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

Final Purchase Price Allocation:

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

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

	EGPI Firecreek, Inc. Three Months Ending 31-Mar-09			South Atlantic Traffic Corporation Three Months Ending 31-Mar-09			Adjustments		Combined
Revenues
Sales	$	-		$	2,972,374		$	-	$	2,972,374
Cost of goods sold		-			2,463,863			-		2,463,863
Gross profit		-			508,511			-		508,511

Operating expenses
Selling, general and administrative		187,618			378,232			-		565,850
Depreciation		-			11,115			-		11,115
Total operating expenses		187,618			389,347			-		576,965

Net loss from operations		(187,618	)		119,165			-		(68,453	)

Other income (expenses)
Disposal of assets		-			-					-
Interest expense, net		(7,215	)		(7,114	)				(14,329	)
Total other income (expenses)		(7,215	)		(7,114	)		-		(14,329	)

Net loss before provision for income taxes		(194,833	)		112,051			-		(82,782	)

Provision for income taxes		-			-			-		-

Net income (loss)	$	(194,833	)	$	112,051		$	-	$	(82,782	)

Basic & fully diluted loss per share									$	(0.01	)

Weighted average of common shares outstanding:
Basic & fully diluted										8,459,884

8. Income Tax Provision

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

Deferred Tax asset	$	680,625
Valuation allowance		(680,625	)
Net deferred tax assets		0

The Company estimates that it has an NOL carryfoward of approximately $3,363,392 that begins to expire in 2026.

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

9. Related Party Transactions

During fiscal year 2009, three shareholders had unsecured non-interest bearing advances receivable from the Company. Imputed interest at a rate of 10% was immaterial on these advances which total $161,291 at March 31, 2010 and $240,918 at December 31, 2009.

Relative to the May 21, 2009 acquisition of M3 Lighting, Inc. the Company approved an Administrative Services Agreement (ASA), and amended terms thereof, with Strategic Partners Consulting, LLC (SPC), Two of the Company’s officers, directors and shareholders, David H. Ray, Director and Executive Vice President and Treasurer of the Company and M3 since May 21, 2009 and Brandon D. Ray Director and Executive Vice President of Finance of the Company and M3 are also owners and managers of SPC. Information is listed in Exhibit 10.1 to a Current Report on form 8-K, Amendment No. 1, filed on June 23, 3009. The ASA initiated on November 4, 2009, in accordance with its terms thereof, and is being currently billed at the rate of $20,833 per month. The ASA is current as of March, 2010, with $35,200 being paid to SPC to for the three months ending March 31, 2010, with a balance payable due in the amount of approximately $42,997 running balance owing on account.

10. Notes Payable

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

(see notes to the accompanying table)


Date of	Date Obligation	Interest			Balance Due
Obligation	Matures	Rate (%)			03/31/10 ($)
9/17/2009	9/17/2010		12		$	11,350
5/29/2009	9/17/2010		12	*		23,516
9/17/2009	9/17/2010		18	*		3,293
11/4/2009	11/4/2012		9			98,391
11/4/2009	11/4/2012		9			98,391
11/4/2009	11/4/2012		9			98,391
12/22/2009	6/22/2010		20			50,000
12/22/2009	6/22/2010		20			50,000
12/22/2009	6/22/2010		20			50,000
12/22/2009	6/22/2011		8			120,000
12/7/2007	12/7/2010		9			55,149
1/15/2010	7/15/2010		18			142,569
3/1/2009	3/31/12		10			4,325,483
					$	5,126,533

* Compounded

Notes:

On January 15, 2010, the Company received cash proceeds of $86,000 from the same investor discussed above in exchange for the issuance of a Convertible Promissory Note (“Convertible Note”) and a registration rights agreement (“RRA”). The Convertible Note has no specified interest rate and is scheduled to mature six months from the closing date. At the investor’s option, the outstanding principal amount, including all accrued and unpaid interest and fees, may be converted into shares of common stock at the conversion price, which is 75% of the lower of (a) $0.08 per share; or (b) the lowest three-day common stock volume weighted average price during the prior twenty business days. In addition, if the Company sells common shares or securities convertible into common shares, the Conversion Price shall become the lower of: (a) the conversion price in effect immediately prior to the sale of securities; or (b) the conversion price of the securities sold. Finally, upon the occurrence of Trigger Events, as defined, (a) the outstanding principal amount will increase no more than two times by 25%; and (b) default interest will accrue at the rate of 18%

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

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

During the first quarter the Company tripped two trigger events and incurred resulting penalties and incremental debt obligation. Based on the indeterminable amount of shares that can be issued under the VWAP formula (no cap on shares that could be issued, and penalties and interest having been added to the principle amount of the convertible note then eligible due the triggering events, and other factors, derivative treatment associated with the original note balances became applicable under EITF 00-19, and caused reclassification of other equity (warrants and options outstanding) of the Company, including Note 2 below:

Note 2: During December 2009 we also issued $150,000 of notes that will become convertible either at maturity in June 2010 or upon an event of default. The Company evaluated these notes and for the period ended December 31, 2009determined since the note is currently not convertible no beneficial conversion feature or derivative exists within this note. The Company also granted warrants to these note holders as noted previously in these footnotes. These warrants were not attached to the debt and as a result were expensed when issued and not treated as a discount to the notes. Based upon analysis of the terms of conversion for the notes, the contingent optional conversion is deemed to be within the control of the Company. Accordingly, pursuant to the guidance of ASC 470-20-40-5 through 40-10, these do not represent a substantive conversion feature. As such there was no beneficial conversion feature for accounting purposes until conditions change either triggering the conversion option or making a conversion thereto more likely. For the period ended December 31, 2009, other feature of the notes, and the warrants, such as anti-dilution features did not carry the attributes under EITF 07-05 that would have then caused the instrument(s) to become a derivative. The other notes listed above did not contain conversion features.

However, upon the issuance on January 15, 2010of the $86,000 instrument stated above with the VWAP driven conversion feature, the warrants were required to be treated as a derivative pursuant to 00-19 Reclassification of Contracts. The classification of a contract should be reassessed at each balance sheet date and should be reclassified as of the date of the event that caused the reclassification. Therefore the Company then determined the fair value of the warrants using black-scholes and then used the relative fair value basis to allocate against proceeds received in order to determine the amount to be allocated to additional paid in capital under EITF 00-27. The Company first allocated the proceeds received in the financing transaction that incudes any other detachable instruments included in the exchange (such as detachable warrants) on a relative fair value basis and then the 98-5 model was applied to the amount allocated to the convertible instrument, used to measure the intrinsic value of the embedded conversion option. The amount attributed to the warrants was treated as a discount on the note, and amortized under the interest method over the remaining term of the note.

Note 3: During 2009 we received cash proceeds for debt obligations of $933,133.

Note 4: Although a portion of our debt is not due within 12 months given our working capital deficit and cash positions and our ability to service the debt on a long term basis is questionable, the notes are all treated as current liabilities.

11. January 15, 2010 Financing

Secured Note

On January 15, 2010, the Company received cash proceeds of $1,000,000 from an investor in exchange for the issuance of a Secured Promissory Note (“Secured Note”) and a Funding and Letter of Credit Agreement (“LOC”). The Secured Note had no specified interest rate unless an event of default which then becomes 18%, and was scheduled to mature at the earlier of (a) February 15, 2010, or (b) upon the closing of a specified investment. The LOC provides for $925,000 of the investor’s funds to be deposited with a bank which will, in turn, issue a $925,000 letter of credit in favor of the investor, as security for the repayment of the Secured Note. Upon occurrence of an Event of Default, as defined, the Lender may (a) declare the unpaid principal balance and all accrued and unpaid interest thereon immediately due and payable; (b) at anytime after January 31, 2010, immediately draw on the LOC to satisfy the Company’s obligations; and (c) interest will begin to accrue at the rate of 18%. On or about February 22, 2010, the Company indirectly via its pending third party acquisition candidate Southwest Signal, Inc,, and through its line of credit repaid its obligation under the Secured Note. Southwest Signal, Inc. is not a subsidiary of the Company as of May 21, 2010.

Convertible Note/ Derivative

The RRA provides both mandatory and piggyback registration rights. The Company is obligated to (a) file a registration statement for 2,000,000 common shares (subject to adjustment) no later than 14 days after the closing date, and (b) have it declared effective no later than the earlier of (i) five days after the SEC notifies the Company that it may be declared effective or (ii) 90 days from the closing date. The Company is obligated to pay the investor a penalty of $100 for each day that it is late in meeting these obligations. The Company’s registration statement was filed late and on March 18, 2010 it was withdrawn.

During the three months ended March 31, 2010, the maximum of two Trigger Events occurred, which increased the outstanding principal amount of the Convertible Note by approximately (a) $22,000 and $27,000 of trigger penalties; (b) $4,000 of interest at the trigger rate of 18%; and (c) $5,000 of penalties associated with the RRA. As a result, the outstanding principal amount of the Convertible Note is approximately $143,000 as of March 31, 2010. (Note: The Company, as of May 14, 2010 received a preliminary waiver from the investor, subject to formal signed documentation, for stopping future penalties based on approved negotiations which will include removal of Section 4a. of the Convertible Promissory Note Agreement, insertion of a stated floor, interest rate of 9%, and a cap on the amount of shares to be issued so as not to be an indeterminable amount.)

Aggregate note discounts of approximately $26,565 have been recorded, which represent the initial fair values of the beneficial conversion feature associated with the outstanding principal amount of the Convertible Note. The note discount is being amortized using the interest method over the six month duration of the Convertible Note and interest expense of approximately $56,570 was recognized during the three months ended March 31, 2010.

The value of the beneficial conversion feature (expected term of 0.5 years; risk-free rate of 0.15%; and volatility of 95%) of approximately $41,850 has been classified as a derivative liability because (a) the Convertible Note provides conversion price protection; and (b) the quantity of shares issuable pursuant to the beneficial conversion feature is indeterminate. In addition, because the potential share issuance is now indeterminate, the approximately $21,000 aggregate value of the warrants (volatility of 95%) to purchase an aggregate of 6,566,310 shares of common stock which were outstanding as of January 15, 2010 (plus all futures issuances) was reclassified from equity to derivative liabilities. On the March 31, 2010 reporting date, the derivative liabilities were revalued (volatility of 95%) and the approximately $68,801 reduction in the value of the derivative liabilities was recorded as a benefit on the statement of operations.

Professional Service Agreements

On March 1, 2010, the Company entered into two professional service agreements (the “Agreements”) which are intended to be automatically renewable annually. Aggregate fees pursuant to the Agreements are comprised of (a) $20,000 in cash per month; (b) a one-time issuance of 6,000,000 shares of restricted common stock; and (c) three-year options to purchase for $20,000 the lower of (i) shares of common stock representing 1% of the Company’s outstanding common stock; or (ii) shares of common stock representing a fair market value of $150,000. In addition, the vendors are entitled to convert any unpaid cash fees into common stock at a 50% discount to the fair market value of the stock on the date of conversion. The options and the conversion option associated with the cash fees were determined to be derivative liabilities due to the indeterminate potential share issuance associated with the securities issued pursuant to the January 15, 2010 financing. The derivative was valued using the Black Scholes Model.

As of March 31, 2010, the approximately $25,000 value of the conversion option (expected term of 1.4 years; risk-free rate of 0.72%; and volatility of 95%) associated with the $20,000 of aggregate outstanding cash fees was recorded as general administration expense in the statement of operations and a derivative liability on the balance sheet. Through March 31, 2010, the Company recognized approximately $14,000 of general administration expense, with a corresponding credit to paid-in-capital, which represented one-twelfth of the approximately $165,000 March 1, 2010 value of the 6,000,000 shares of restricted common stock, which is being amortized over the expected one year service period. As of March 31, 2010, the value of the three-year options (expected term of 0.9 years; risk-free rate of 1.02%; and volatility of 95%) was negligible.

12. Concentrations and Risk

Customers

During the year ended December 31, 2009, and for the three months ended March 31, 2010, revenue generated under the top five customers accounted for 45% and 73% of the Company’s total revenue. For the year ended December 31, 2009, and for the three months ended March 31, 2010 three customers accounted for 29% and 72% of the total outstanding accounts receivable. Concentration with a single or a few customers may expose the Company to the risk of substantial losses if a single dominant customer stops conducting business with the Company. Moreover, the Company may be subject to the risks faced by these major customers to the extent that such risks impede such customers’ ability to stay in business and make timely payments.

Suppliers

The Company obtained approximately 27% of its products from one manufacturer in the United States and for the three months ending March 31, 2010. Management believes this poses no business risk as the Company believes alternative product sources are readily available if needed.

13. Contingencies

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

In April 2010 we received a lawsuit on behalf of our SATCO subsidiary whereas Acuity Brands Lighting Inc. (“Acuity”) is seeking a judgment to collect amounts owed to Acuity by SATCO. Acuity is seeking an amount of $156,000 plus accrued interest of $19,000, which has been accrued and properly recorded as a liability and interest payable to Acuity.

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

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

14. Subsequent Events

In April 2010, the Company issued 70,608,344 shares of common stock to various entities to reduce debt owed to a debt holder.

In April 2010, the Company issued 8,500,000 shares of common stock to a consultants and advisors for services rendered.

In May 2010 the Company issued 1,000,000 share of common stock to an accredited individual for working capital in behalf of its M3 subsidiary.

In May 2010 the Company issued 24,833,333 shares of common stock to various entities to reduce debt owed to a debt holder.

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.

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 had a presence in the telecommunications and general construction industries. The acquisition strategy focuses on vertically integrating manufacturing entities, distributors and construction groups. In May 2009, the Company acquired M3 Lighting Inc. (M3) as the flagship subsidiary with key additional management team to begin this process, and as a result on November 4, 2009, the Company acquired all of the capital stock of South Atlantic Traffic Corporation, a Florida corporation, which distributes a variety of products geared primarily towards the transportation industry where it derives its revenues.

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

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

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

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

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

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

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

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

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

Completion of Redquartz LTD Acquisition

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

The Company expects to incur an increase in operating expenses during the next year from commencing activities related to its plans for the Company’s oil and gas business through EPI, and including any new or pending acquisitions discussed herein, and those business activities and developments related to our newest M3 and SATCO strategy and operations, and new acquisitions, including new or pending acquisitions related to signalization and lighting geared to the transportation industry. The amount of net losses and the time required for the Company to reach and maintain profitability are uncertain at this time. There is a likelihood that the Company will encounter difficulties and delays in connection 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 March 31, 2010 and March 31, 2009.

Results of Operations

Three months ended March 31, 2010 compared to the three months ended March 31, 2009.

There was $508,660 in revenues generated from the Company’s sales activities in the quarter ended March 31, 2010 compared to no revenues in same quarter of 2009. Cost of goods sold in the quarter ended March 31, 2010 was $433,328 and $0 in the same period of 2009, producing gross profits of $75,332 for the first quarter of 2010 and $0 for the same period in 2009.

General administrative expenses were $885,046 in for the three months ended March 31, 2010 compared to $187,618 for the three months ended March 31, 2009. The increase in these expenses is due to the additional subsidiaries.

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

Detail of general & administrative expenses:

	31-Mar-10		31-Mar-09

Advertising & promotion	$	866	$	55,063
Administration		168,930		6,125
Consulting		171,015		70,820
Depreciation/Amortization		17,385		0
Investor incentives/commissions		200,086		9,000
Professional fees		105,170		46,610
Rent/Utilities		22,676		0
Salaries		198,918		0
Total	$	885,046	$	187,618

Promotional fees of $866 were incurred in stock promotional activities.

Consulting fees of $171,015 were incurred for business advisory services.

Professional fees of $105,170 were incurred in regards to management advisory, legal costs, and accounting, for new subsidiaries.

Investor incentive fees of $200,086 were incurred in regards to funding activities.

After deducting general and administrative expenses, the Company experienced a loss from operations of $809,714 for the three months ended March 31, 2010 compared to a loss of $187,618 for the same period last year.

Interest expense for the three months ended March 31, 2010 was $112,551 compared with $7,215 for the same period last year.

The Company incurred a net loss of $1,130,529 for the first three months ended March 31, 2010 compared to a loss of $194,833 for Q1 2009.

Fully diluted income (loss) per share was ($0.02) per share for Q1 2010 compared to a loss of ($0.02) per share for Q1 2009.

Professional fees decreased approximately $58,560 to $105,170 in Q1 2010 from $46,610 for Q1 2009.

Net loss for Q1 2010 was $1,130,529 or ($0.02) per share compared to a loss of $194,833, or ($0.02) per share for Q1 2009.

Discussion of Financial Condition: Liquidity and Capital Resources

At March 31, 2010 cash on hand was $613 as compared with $17,625 at December 31, 2009.

At March 31, 2010, the Company had working capital deficit of $7,486,357 compared to a working capital deficit of $3,041,776 at December 31, 2009. Working capital decreased mainly as a result of operating losses and financing costs.

Total assets at March 31, 2010 were $3,658,438 as compared to $3,959,666 at December 31, 2009.

The Company’s total stockholders’ deficit decreased to $4,422,575 at March 31, 2010 from stockholders’ equity of $47,243 at December 31, 2009.

Item 3 – Quantitative and Qualitative Analysis of Market Risks

There are no material changes in the market risks faced by us from those reported in our Annual Report on Form 10-K for the year ended December 31, 2008.

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 March 31, 2010. 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 March 31, 2010, that there are material weaknesses in our disclosure controls and procedures and they were not effective for the following reasons:

In connection with the preparation of the Original Report, we identified a deficiency in our disclosure controls and procedures related to the communications the appropriate personnel involved with our 2008 and 2009 audit. We are utilizing additional accounting consultants to assist us in improving our controls and procedures. We believe these measures will benefit us by reducing the likelihood of a similar event occurring in the future.

Subsequent to the filing of the Original report, we determined that we needed to restate the financial statements contained in the Original Report and Quarterly Report on Form 10-Q that we filed for the quarterly period ended September 30, 2009.

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

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

As of the date hereof, there are no material legal proceedings threatened against us. In the ordinary course of our business we may become subject to litigation regarding our products or our compliance with applicable laws, rules, and regulations. In April 2010 we received a lawsuit on behalf of our SATCO subsidiary whereas Acuity Brands Lighting Inc. (“Acuity”) is seeking a judgment to collect amounts owed to Acuity by SATCO. Bob Joyner, Stewart Hall and Michael Hunter were also named on the lawsuit as each of the previous owners of SATCO had personal guarantees contained in the agreement between Acuity and SATCO. The previous owners of SATCO were indemnified for the personal guarantees in the Stock Purchase Agreement between the Company and SATCO.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2009, as updated by our subsequent filings on Form 10-Q (and otherwise) with the SEC.

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, filed on April 15, 2010, incorporated herein by reference.

(*)(**) On May 10, 2010, by majority consent of the Board of Directors, the Company approved the following issuances of its restricted common stock, par value $0.001 per share, to the following person for and behalf of consideration as follows:

			Type of	Fair Market Value of
Name and Address (***)	Date	Share Amount	Consideration	Consideration
Alan Carlquist (1)	1/28/2010	1,000,000	Working Capital	$	20,000.00
1110 Allgood Industrial Center			M3 Subsidiary
Marietta, GA 30066

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

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

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

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

I. (*) (**) On April 30, 2010, by majority consent of the Board of Directors, the Company approved the following issuances of its restricted common stock, par value $0.001 per share, to the following persons or entities for legal and advisory and general consulting and advisory services.

Name and Address (***)	Date	Share Amount (***)		Type of Consideration	Fair Market Value of Consideration

Vincent & Rees, L.C. (1)	3/1/2010		1,500,000	Legal and Advisory Services	$	41,250
175 S. Main Street, 15th Floor
Salt Lake City, UT 84111

Callie Jones (2)	3/1/2010		300,000	Legal and Advisory Services	$	8,250
175 S. Main Street, 15th Floor
Salt Lake City, UT 84111

Chase Chandler (3)	3/1/2010		600,000	Legal and Advisory Services	$	16,500
175 S. Main Street, 15th Floor
Salt Lake City, UT 84111

Lisa Demmons (4)	3/1/2010		600,000	Legal and Advisory Services	$	16,500
175 S. Main Street, 15th Floor
Salt Lake City, UT 84111

Chienn Consulting Company LLC (5)	3/1/2010		3,000,000	General Consulting and	$	82,500
175 S. Main Street, 15th Floor				Advisory Services
Salt Lake City, UT 84111

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

(**) $165,000 of the financing proceeds in the immediately preceding table was used primarily for legal and advisory services, and exchange for cancellation of debt owed, respectively.

(1)	Vincent & Rees L.P. is a shareholder, and provides legal and advisory services to the Company. Vincent and Rees L.P. is not an affiliate of the Company.

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

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

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

(5)	Chienn Consulting Company, LLC is a shareholder, and is not an affiliate, officer, or director of the Company.

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

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

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

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – (Removed and Reserved)

ITEM 5 – OTHER INFORMATION

Please see information listed under ITEM 9B, OTHER INFORMATION, contained in our Annual Report on Form 10-K, filed on April 15, 2010, 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)

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: May 24, 2010

	EGPI FIRECREEK, INC.

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