UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

(Mark One)

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

ACT OF 1934

For the fiscal year ended December 31, ~~2011~~ 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File No. - 000-32507

EGPI FIRECREEK, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

6564 Smoke Tree Lane Scottsdale, AZ 85253

(Address of Principal Executive Offices) (Zip Code)

(480) 948-6581

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, $0.001 par value		None

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large Accelerated Filer ¨	Accelerated Filer ¨

Non-Accelerated Filer ¨	Smaller Reporting Company x
(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 x

Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sale price as reported by the National Quotation Bureau) was approximately $~~511~~263,~~736~~579.

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

As of ~~April~~May 233, ~~2012~~ 2013, the registrant had ~~861~~19,~~440~~042,~~726~~939,184 shares of its $0.001 par value common stock issued and outstanding. There are no shares of Series A, B preferred stock issued and outstanding, 871,~~142~~087,143 shares of its Series C preferred stock issued and outstanding at $0.001 par value for each of the Series of Preferred, 2,480 shares of its Series D preferred stock issued and outstanding, at $0.001 par value for each of the Series of Preferred, and no shares of non-voting common stock issued and outstanding..

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated herein by reference.

EGPI FIRECREEK, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

INDEX

PART I	34
ITEM 1 - DESCRIPTION OF BUSINESS	34
ITEM 1A. RISK FACTORS	1516
ITEM 1B. UNRESOLVED STAFF COMMENTS	23
ITEM 2. DESCRIPTION OF PROPERTY	23
ITEM 3. LEGAL PROCEEDINGS	30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	3231
PART II	32
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	32
ITEM 6. SELECTED FINANCIAL DATA	3740
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3741
ITEM 8. FINACIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1-40F-32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4549
ITEM 9A(T). CONTROLS AND PROCEDURES	4549
ITEM 9B. OTHER INFORMATION	4650
PART III	4751
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE	4751
ITEM 11. EXECUTIVE COMPENSATION	5053
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	5154
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	5356
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	5659
PART IV	5760
SIGNATURES	6568

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company has based these forward-looking statements on the Company’s current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and the Company’s subsidiaries that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a material difference include, but are not limited to, those discussed elsewhere in this Annual Report, including the section entitled “Risks Particular to the Company’s Business” and the risks discussed in the Company’s other Securities and Exchange Commission filings. The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related Notes thereto included elsewhere in this report.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

HISTORY

EGPI Firecreek, Inc. (the “Company”, “EGPI”, “we”, “us” or “our”) was incorporated in the state of Nevada on October 4, 1995 as Sterling Market Positions, Inc. with 10,000,000 shares of $.001 par value common stock authorized. Effective June 24, 1999, the Company changed its name to Energy Producers, Inc. and increased its authorized common shares to 50,000,000 with a par value of $0.001. The Company’s principal place of business is 6564 Smoke Tree Lane, Scottsdale, AZ 85253.

On August 25, 1999, the Company was acquired by Energy Producers Group, Inc., and its wholly owned subsidiary, Producers Supply, Inc. The purpose of the acquisition and reverse merger was to become an oil and gas company, and later diversify. The Company focused its business on oil and gas exploration and acquiring existing production with proven reserves.

On December 31, 2005 the board of directors of the Company authorized the disposal of the Company’s wholly owned subsidiary marine sales segment assets and operations International Yacht Sales Group, Ltd. located in Torquay Devon, United Kingdom.

In March 2006 the Company through its wholly owned subsidiary Firecreek Petroleum, Inc, (“Firecreek”), began production and sale of natural gas from completed wells located in Sweetwater County, Wyoming.

On December 13, 2006, the Company increased its total authorized capital stock from 980,000,000 shares to 1,300,000,000.

On July 1, 2007 the Company through its wholly owned subsidiary Firecreek began production and sale of oil from the Fant Ranch Unit located in Knox County, Texas.

On July 3, 2008 the Company through its wholly owned subsidiary Firecreek began production and sale of oil and gas from the J.B. Tubb leasehold estate located in Ward County, Texas.

Effective on October 8, 2008 the Company affected a one (1) for two hundred (200) reverse stock split whereby, as of the Record Date, for every two hundred shares of common stock then owned, each shareholder received one share of common stock.

On October 30, 2008 the Company’s wholly owned subsidiary Firecreek sold its 50% undivided interest in the Ten Mile Draw natural gas leases in Sweetwater County, Wyoming.

On December 2, 2008 as a result of a default notice received October 24, 2008 on Promissory Notes and Debentures held by Dutchess Private Equities Fund, Ltd (“Dutchess”), all of the assets were transferred or disposed of.

On May 18, 2009, the Company entered into a Stock Acquisition Agreement relating to the assignment and sale of Firecreek Petroleum, Inc., a Delaware corporation (“FPI”).

On May 21, 2009 the Company acquired M3 Lighting, Inc. (“M3”) as a wholly owned subsidiary via reverse triangular merger with a subsidiary of the Company. The Company was determined to be the acquirer in the transaction for accounting purposes. M3 principally brings key Management, strategic relationships, and is a distributor of commercial and decorative lighting to the trade and direct to retailers. As part of the Merger the Company effected a name change for its wholly owned subsidiary Malibu Holding, Inc. to Energy Producers, Inc. (“EPI”) as a conduit for its oil and gas activities, and the Company commenced focusing on two lines of business.

On November 4, 2009 the Company acquired all of the issued and outstanding capital stock of South Atlantic Traffic Corporation, a Florida corporation (“SATCO”). SATCO has been in business since 2001 and has several offices throughout the Southeast United States. SATCO carries a variety of products and inventory geared primarily towards the transportation industry.

On December 31, 2009, the Company’s wholly owned subsidiary Energy Producers, Inc. acquired 50% working interests and corresponding 32% net revenue interests in oil and gas leases, reserves, and equipment located in Shackelford, Callahan, and Stephens counties, West Central Texas. The Company entered into a turnkey work program included for three wells located on the leases.

On March 3, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Redquartz LTD a company formed and existing under the laws of the country of Ireland. Redquartz LTD has been in business for 45 years, is known internationally and is our entrance into the European markets with respect to Intelligent Traffic Systems (ITS) and the transportation industry. Redquartz LTD spun off its operations prior to the acquisition and was a development stage company at the time of the acquisition.

On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc., a Texas corporation. Chanwest Resources, Inc. was formed in 2009 and has been engaged in ramping up operations including acquiring assets related to the servicing and construction, and activities related to the acquisition production and development for oil and gas.

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

On October 1, 2010 the Company entered into a Definitive Securities Purchase/Exchange Agreement with Terra Telecom, LLC. Terra is considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. Terra focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, video and associated applications. On March 14, 2011, the company sold Terra Telecom, LLC.

On October 18, 2010, the Company increased its authorized common stock, par value $0.001 per share, to 3,000,000,000 from 1,300,000,000 and maintains 60,000,000 par value $0.001 per share of its authorized preferred stock.

On November 9, 2010, the Company affected a 1 share for 50 shares reverse split of its common stock split whereby, as of the Record Date, for every fifty shares of common stock then owned, each shareholder received one share of common stock. All amounts have been retroactively adjusted for all periods presented.

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

On March 2, 2011 the Company obtained a consent from the majority shareholders of the Company to amend the Articles of Incorporation to i) authorize the issuance of 2,500 shares of a new D Series Preferred Stock to acquire an interest in an oil and gas lease, and ii) for the Board of Directors to be able to authorize any and all capitalization of the Company going forward without the need for shareholder approval, and further authorized for the Board of Directors to set all rights, preferences, and designations, for and in behalf of any class of the Company’s common of preferred stock, and as may be required or as necessary in the best interest of the Company. The Company’s new business focus is on acquiring and exploiting oil and gas interests.

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

On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement involving the sale of Oklahoma Telecom Holdings, Inc. an Oklahoma corporation, formerly known as Terra Telecom, LLC, an Oklahoma limited liability company and Terra Telecom, Inc. (“TTI”), to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document. The Company was unable to obtain control of these acquired entities and as a result did not consolidate them in the financial statements. The Company owned its interest in these entities for less than a year before this interest was sold to a third party.

On July 7, 2011, the Company affected a 1 share for 500 shares reverse split of its common stock and all amounts have been retroactively adjusted for all periods presented.

On July 31, 2012 the Company sold oil and gas assets and interests in the J.B. Tubb Leasehold Estate via a Securities Purchase Agreement (“SPA) and Assignment and Bill of Sale with Mondial Ventures, Inc. (“Mondial” or “MNVN”). Mondial issued 14,000,000 shares of its common stock to the Company and assumed $450,000 debt for 37.5% working interest ("WI"), and corresponding 28.125% net revenue interest ("NRI") in the oil and gas interests. This includes pro rata oil & gas revenue and reserves in the North 40, and an additional rights agreement for the South 40 of the J.B. Tubb Leasehold Estate, respectively, and for all depths below the surface to at least 8500 ft. All related assets, fixtures, equipment, three well heads and three well bores are included according to the pro rata share held by Mondial. Currently, there are three wells in operation on the property.

On August 21, 2012 the Company filed a Certificate of Amendment to its Articles of Incorporation, increasing its authorized common stock, par value $0.001 per share, to 20,000,000 from 5,000,000 and is authorized to issue 60,002,500 shares of preferred stock which include rights and preferences for Series A through D stock.

On October 30, 2012 the Company entered into a Definitive Short Form Agreement with Mondial for development of 240 acre leases, reserves, three wells and equipment located in Callahan, Steven and Shackelford Counties, West Central Texas, which includes but is not limited to potential negotiations to buy out 50% partner interests, due diligence, an initial 3-D Seismic study reserve studies and roll over leases if necessary. The agreement is non-binding and the parties intend to finalize the agreement by executing a Definitive Long Form Agreement in the future. The parties had until November 6, 2012 to finalize this agreement but did not do so by that date. Both parties are still interested in pursuing this transaction in the future.

Overview

EGPI Firecreek Inc. was formerly known as Energy Producers, Inc., an oil and gas production company focusing on the recovery and development of oil and natural gas. The Company focused on oil and gas activities for development of interests held that were acquired in Texas and Wyoming for the production of oil and natural gas through December 2, 2008.

Based on our earlier initiation of a program to review domestic oil and gas prospects and targets in fiscal year 2005, we acquired non-operating oil and gas interests in a project under the prospect named Ten Mile Draw (“TMD”) located in Sweetwater County, Wyoming USA for the development and production of natural gas. We commenced with natural gas production beginning approximately March 2006 forward in the TMD. Later on in July, 2007, the Company acquired and began production of oil at the 2,000 plus acre Fant Ranch Unit in Knox County, Texas. We entered a rehabilitation program on the Fant Ranch in January 2008. This was followed by the acquisition and commencement of oil and gas production at the J.B. Tubb Leasehold Estate located in the Amoco Crawar Field in Ward County, Texas in March, 2008. Throughout 2008, the Company sought to continue expansion and growth for oil and gas development in its core projects area. This strategy was centered on rehabilitation and production enhancement techniques, utilizing modern management and technology applications in upgrading certain proven reserves. The Company successfully increased production and revenues derived from its properties and in late 2008, the Company then retired the majority (over 90%) of its debt through the disposition of those improved properties.

In early 2009, based on the continued economic downturn, credit decline, struggling financial markets and the implementation of the federal stimulus package for infrastructure projects, the Company embarked on two lines of business as a strategic plan in part then transitioning from an emphasis on the oil and gas focused business to that of an acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies and other potential targets based in the telecommunications and general construction industries. The acquisition strategy focused on vertical business integration. In May 2009, the Company acquired M3 Lighting Inc. (M3) as the flagship subsidiary with key additional management team to begin this process, and as a result on November 4, 2009, the Company acquired all of the capital stock of South Atlantic Traffic Corporation, a Florida corporation, which distributes a variety of products geared primarily towards the transportation industry where it derives its revenues.

Through 2009 we also continued our previous decisions to limit and wind down the historical pursuit of our oil and gas projects overseas in Central Asian and European countries. In late 2009 and continuing in 2010, the Company began pursuing a reentry to the oil and gas industry on a domestic basis as part of our strategic plans. On December 31, 2009, through our wholly-owned subsidiary, Energy Producers, Inc., we acquired interests in certain oil and gas leases, reserves and equipment located in West Central Texas for rehabilitation and development. Later on June 11, 2010 we acquired all of the capital stock of Chanwest Resources, Inc., a Texas Corporation, which is engaged in ramping up operations including acquiring assets related to the oil and gas servicing business.

Throughout 2010 we continued to develop both of our two line segments of operations. In addressing the ITS/DOT segment which would also include Telecommunication industry and other General Construction, we entered into several business opportunities that ultimately were not able to reach their full potential or one or more cases to be fully consummated. We first entered into an Agreement on January 15, 2010, to acquire all of the issued and outstanding capital stock of Southwest Signal, Inc., a Florida corporation (“SWSC”). Southwest Signal, Inc., was established in 2000 and is engaged in all facets of the United States Intelligent Transportation System / Department of Transportation Industry. This transaction did not consummate as our financial relationships failed to complete on proposed financing. Lack of available financing, and withdrawal of the factoring company in place for SATCO or the absence of a synergistic relationship as planned with Southwest Signal, Inc. to develop financing from cash flow growth began effecting its sales ability to effectuate or complete orders. On March 3, 2010, the Company did succeed in completing a Stock Purchase Agreement with the stockholders of Redquartz LTD, a company formed and existing under the laws of the country of Ireland. Redquartz LTD has been in business for 45 years, and known internationally. We believed the transaction and relationship would facilitate expanding our business relationships for the products sold by SATCO and other activities eventually planned relative to Intelligent Traffic Systems (ITS) and the transportation industry as well as our other segment of operations. In our continued efforts to attract new financing to the Company in behalf of its strategic plan, on July 22, 2010 we entered into a Definitive Stock Purchase Agreement with E-Views Safety Systems, Inc. The Agreement provided us with a “Dealer Agreement” with further rights to acquire up to 51% of E-Views. Founded in 1998, E-Views is a leading edge innovator and provider of patented advanced wireless "smart infrastructure" technologies that incorporate intelligent traffic, transit, and light rail systems with messaging and communications. We believe there are ongoing potentials with our business relationship with E-views. We have not acquired a percentage of E-views to date.

In October 2010, the Company executed a Securities Purchase / Exchange Agreement to acquire 100% of Terra Telecom, LLC, an Oklahoma limited liability company. Terra Telecom was considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. It was also considered a good opportunity for the Company due the potential for sales growth and associated cash flow anticipated. They served various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. The business acquisition was unable to be consolidated with the Company, nor was factoring and bridge financing proposed by lenders able to be completed satisfactorily to all interested parties, and the potential of this acquisition could not be realized. Thus the Company’s interests for both Terra and SATCO. have been sold as of March 14, 2011 (see further information listed under “the Business”, Management Discussion and Analysis, and elsewhere in this report).6

~~Through~~In ~~Fiscal~~October ~~2011~~2010, ~~and~~the ~~continuing~~Company ~~for~~executed ~~Fiscal~~a ~~2012~~Securities Purchase / Exchange Agreement to acquire 100% of Terra Telecom, LLC, an Oklahoma limited liability company. Terra Telecom was considered recognized as a leading provider of state-of-the-art ~~Company has~~communication ~~been~~technologies ~~concentrating~~and ona ~~continuing~~premier Alcatel-Lucent partner. It was also considered a good opportunity for the ~~building~~Company ofdue ~~its~~the ~~oil~~potential for sales growth and ~~gas~~associated ~~division,~~cash flow anticipated. They served various sized companies and ~~secondarily~~organizations ~~considering~~that ~~restoring~~use ~~additional infrastructure~~and ~~for~~deploy ~~its~~communications ~~ITS/DOT~~systems, ~~Telecommunication~~sales, service, and ~~General~~training ~~Construction~~while ~~area~~consolidating ofand ~~its~~optimizing the end user experience. The business ~~through~~acquisition ~~new~~was ~~targets~~unable to be consolidated with the Company, nor was factoring and ~~prospects~~ bridge financing proposed by lenders able to ~~maintain~~be ~~its~~completed ~~business~~satisfactorily ~~strategy~~to all interested parties, and the potential of this acquisition could not be realized. Thus the Company’s interests for ~~2012~~both Terra and SATCO. have been sold as of March 14, 2011 (see further information listed under “the Business”, Management Discussion and Analysis, and elsewhere in this report and historical reports on Form 10-K).

Through Fiscal 2011, Fiscal 2012, and continuing for the Company has been concentrating on continuing the building of its oil and gas division, and secondarily considering restoring additional infrastructure for its ITS/DOT, Telecommunication and General Construction area of its business through new targets and prospects to maintain its business strategy for 2013.

For further information related to our history please see information in our Form 10K Reports filed on April 28, 2011 and April 15, 2010, respectively, along with filings on Form 10-Q and Form 8-K, as amended.

RECENT DEVELOPMENTS

On April 326, ~~2012~~2013 the Company, ~~announced~~Mondial Ventures, Inc. (“Mondial”) and Success Oil Co., Inc. (“Success”) together (the “Parties”) extended a ~~Letter~~January of28, ~~Intent~~2013 ~~aimed~~ Agreement to ~~prepare~~further extend option (the “AEO”) relating to a Participation Agreement (Turnkey Drilling, Re Entry, and ~~conduct~~Multiple ~~drilling~~Wells) ~~programs~~(“Participation inAgreement”) dated July 31, 2012 between the ~~Barnett~~Company, ~~Formation~~Mondial, ~~located~~and inSuccess. ~~West~~Per ~~Central~~the ~~Texas~~July 31, 2012 formal SPA and Assignment and Bill of Sale Agreement with UMondial, the Company was granted a 6 month option on a farm in agreement with regards to drilling of a series of wells on the South Forty (40) acres of the J.K B.~~-based~~ ~~Cubo~~Tubb ~~Energy~~Lease, ~~PLC or~~Ward ~~its~~County, ~~assignee~~Texas. ~~Initial~~The ~~plans~~Agreement to extend option dated January 28, and again extended April 26, 2012 together in ~~negotiation~~the aggregate calls for monthly payments of $2,022.76 beginning January 2013, for seven months, and ~~discussion~~effectively ~~are~~increasing the expiration date to ~~conduct~~at least July 26, 2013 unless modified in writing signed by the parties or there is a ~~3-D~~default ~~Seismic~~not ~~study~~cured ~~for~~or ~~240~~waived. ~~acres~~The ~~covering~~AEO essentially extends a November 30, 2011 Participation Rights Agreement which allows for the ~~Boyette property~~Company’s Participation Agreement (see Exhibit 10.3 to a Current Report on Form 8-K filed on August 3, in ~~Shackelford~~2012) ~~County~~to also be extended, ~~Texas~~and modified and amended accordingly. The ~~seismic~~material ~~study~~terms ~~proposes~~modified toand ~~focus~~amended reflecting the Company’s rights, included on ~~specific~~a ~~Barnett~~best ~~Shale~~efforts basis to reduce the financing requirement overall pursued for Capital Expenditure (CAPEX) to drill a well to the Ellenberger formation ~~characteristics~~on a turnkey basis in the approximate amount of One Million, Five Hundred Seventy Five Thousand ($1,575,000) dollars. Further Success acknowledges that ~~will assist~~EGPI and or its assignee shall be able to negotiate and or sell interests and or participation in the ~~drilling~~development of ~~one~~any additional well(s) and ~~possibly~~other ~~two~~terms ~~Barnett~~as ~~horizontal~~needed, ~~wells~~on approval by Success. For further information please see Current Report on Form 8-K filed by the Company’s ~~Boyette~~on ~~lease~~August 9, 2012, and Exhibit 10.5 and 10.6 to a Current Report on Form 8-K filed by EGPI August 3, 2012.

OnThe ~~March~~Company ~~29,~~has ~~2012~~been ~~the~~making ~~Company~~presentations ~~announced~~to ~~that~~asset-based ~~its~~lenders ~~operator~~and ~~Success Oil~~other ~~will~~financial beinstitutions ~~perforating~~for ~~into~~ the ~~Glorieta~~purpose ~~Formation~~of inacquiring ~~the~~additional ~~Crawar~~projects #2and ~~well.~~financing ~~This~~capital ~~area~~expenditures isto abuild ~~proven~~upon ~~behind~~its ~~pipe~~infrastructure for its oil &and gas ~~zone at~~operations ~~the~~in ~~target~~2013. ~~depth~~The Company throughout its first quarter of ~~3900~~operations ~~‘feet.~~for ~~Upon~~2013 ~~completion~~has been pursuing projects for acquisition and development of ~~the~~select ~~perforations~~targeted ~~being~~oil ~~shot~~and ~~the~~gas ~~well~~proved ~~will~~producing beproperties ~~acidized~~with revenues, having upside potential and isprospects ~~expected to~~for beenhancement, ~~completed~~rehabilitation, inand ~~the~~future ~~formation~~development. These domestic focus prospects are primarily located in Texas, and ~~brought~~in ~~online~~other ~~for~~core ~~production~~areas of the Permian Basin.

OnThe ~~March 12, 2012 the~~ Company ~~announced~~is ~~that~~again itpursuing ~~entered~~on ~~into~~ a ~~Letter~~lesser oflevel ~~Intent~~certain tointernational ~~sell 51% majority interest in its Arctic Solar Engineering, LLC ("ASE") to Canada~~ based W2oil ~~Energy, Inc. (“W2”) via a Securities Exchange Agreement~~ and ~~subject~~gas toprograms ~~the~~available ~~approvals of the Board of Directors of both the Company~~ and ~~W2. The Company~~ will receive a number of shares in W2 based on a mutually agreed upon ratio upon finalizing the sale. The Company is in process of closing the transaction with W2 which business model develops renewable energy technologies and applies it to new generation power systems. The Company will file Current Report onprogress ~~Form 8-K~~ when ~~completed~~appropriate.

OnThe ~~February 29, 2012, the~~ Company’s ~~entered~~goal ~~into~~is ato ~~Linear~~build ~~Short Form~~our ~~Agreement (the “AGREEMENT”)~~revenues, ~~with~~asset ~~Success~~base ~~Oil Co., Inc. located at 8306 Wilshire Blvd. #566 Beverly Hills, Ca. 90211, (“Success” or “Operator”)~~ and ~~CUBO~~cash ~~Energy,~~flow; ~~PLC and or its assignee~~however, ~~a public limited corporation organized under~~ the ~~laws of Great Britain (“CUBO”, “Assignee”, or “Participant”), whereas the~~ Company ~~will~~makes ~~sell~~no aguarantees ~~portion of its interests in certain oil~~ and ~~gas~~can ~~properties~~provide ~~and~~no ~~interests~~assurances tothat ~~CUBO~~it ~~known~~will asbe ~~the~~successful ~~North 40 Interests of the A.J. Tubb Leasehold Estate located~~ in ~~Ward~~these ~~County Texas to CUBO as approved by Operator, along with granting certain participation rights in further Option Rights for new proposed Drilling and Development in the South 40 of the A~~endeavors.~~J. Tubb Leashold Estate. For further information please see our Current Report on Form 8-K filed on March 7, 2012, incorporated herein by reference.~~

The Company has been making presentations to asset-based lenders and other financial institutions for the purpose of (i) building new infrastructure for its oil and gas operations in 2012. The Company throughout its first quarter of operations for 2012 has been pursuing projects for acquisition and development of select targeted oil and gas proved producing properties with revenues, having upside potential and prospects for enhancement, rehabilitation, and future development. These prospects are primarily located in Eastern Texas, and in other core areas of the Permian Basin, and ii) we are again considering expanding and supporting our growth potential by development of its line of operations related to our recent acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies and or acquisition potentials having a presence in the telecommunications and general construction industries.

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

THE BUSINESS

The Company beginning May 20, 2009 and throughout fiscal years 2010, 2011, and ~~2011~~2012 has been building and integrating two line segments of operations and facilitating plans including i) development and redeployment of our oil and gas infrastructure which we are currently focused on building our oil and gas operations, and servicing related business activities for oil and gas domestically, and in 2013 will again pursue initially to a lesser extent international programs available to the Company through its historical consultants and advisory team, ii) generating business geared to Department of Transportation (DOT) application including Intelligent Lighting Systems (ITS) inventory and systems sales to DOT and also distribution of commercial decorative lighting to the trade and direct to retailers, and building infrastructure for Telecommunication Industry for deployment of communications systems, sales, service, and training . During fiscal 2011 the Company ~~has recently~~ sold two of its business segments one of which was geared to Department of Transportation (DOT) application including Lighting Systems (ITS) inventory and systems sales to DOT, and the other was in behalf of our recent pursuits related to the Telecommunication Industry.

Oil and Gas Units (line segment of operations) Transitioning Stage

Our goal through this line of business is to become an independent oil and gas company engaged in the exploration, development and exploitation of crude oil and natural gas properties primarily in the United States. We have focused our activities on projects based in i) the Permian Basin areas of Texas, and ii) surrounding States and regions in the U.S. for activities related to oil and gas production, and related business and other opportunities.

Our business and our ability to acquire mineral rights, targeted rehabilitation projects with upside potential, and participate in drilling activities are due primarily to the relationships we have developed over the years with our operating partners, and key industry advisors. We believe that our competitive advantage first lies in our ability to locate good potential oil and gas property acquisitions, resource plays, and other business opportunities and interests located primarily in Texas and surrounding States. Secondly our historical contact base and strategic global consultant and advisors team puts us in touch with available oil and gas programs on the ground and suitable for partnering with finance companies for potential future growth.

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

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

Purchase and Work Program Costs Associated With Our Acquired Interests in the Texas, Three Well Program

Pursuant to the Assignment, the Company’s wholly owned subsidiary Energy Producers, Inc. paid to Whitt the total of two hundred twenty five thousand ($225,000) dollars for the leases, equipment, and a turnkey work program included for three wells located on the leases. Of the $225,000 we allocated $163,500 for the leases and $61,500 for the existing equipment according to our share.

Whitt Oil and Gas, Inc. is the operator for Energy Producers non operated interests and commenced with 2010 work programs to rehabilitate the three wells which began in January 2010 with the goal to restore production and be online as soon as possible. The Assignment through closing is less all credited taxes including State, County, and or other due and owing by Whitt through the oil transfer effective date of December 1, 2009 to Energy Producers. Operations upon the transfer effective date will be handled by an Operating Agreement between Energy Producers and Whitt.

The 2009 and 2010 rehabilitation and enhancement programs included well repairs followed by frac treatment for each well, namely the McWhorter No. 1 Well with perforations in the Bend Conglomerate Formation at 4,060 to 4,068 feet, the Young No. 3 Well to produce at 2,530 feet depth in the Palo Pinto Lime, and the Boyett Well, to produce in the Caddo Lime at approximately 3,400 feet.

Our turnkey manager, partner, and project operator encountered an abundance of weather related and non reported down hole maintenance issues in its attempts in 2010 to bring one or more wells on line. For 2011 both the operator and Company having agreed, moved forward for the recompletion of the McWhorter and Boyette proven zones in their respective wells. Additional plans for 2011 included that upon completion of a successful recompletion program for the Young #1 well, which adjoins the McWhorter, to convert into a salt water disposal well to support the McWhorter production operations and economics. Upon operations concluding the recompletion program it was determined ultimately in the fourth quarter of 2011 that after several attempts of clearing fluid to complete all three wells that the reservoirs were not commercially productive in the zones. The Young #1 remains a good candidate for a salt water disposal well for projects going forward.

~~For~~Proposed ~~2012~~Sale ~~the~~of ~~Company~~50% isOil ~~now~~and ~~advancing~~Gas ~~its~~Working ~~planning~~Interests, ~~for~~Callahan, ~~in-depth technical evaluations to be conducted on the two undeveloped Barnett Shale locations situated on the Boyette lease at the 5~~Stephens,~~500 ft.~~ ~~depth. Recent successes in the local Barnett wells have encouraged both management~~ and ~~its~~Shackelford ~~operator~~Counties, to advance the timing on the Barnett evaluation. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of two Barnett horizontal wells. There have been recent Barnett wells in the area that have been productive in the oil segment / phase of the Barnett Shale that have justified the seismic study. The onsite seismic work is expected to commence within 90 days. Upon successful seismic testing the estimated costs or Authorization for Expenditure (AFE) for Barnet Horizontal Well program will be approximately $750,000 per each horizontal well considered to be drilled.Texas

On October 30, 2012, the Company through its wholly owned subsidiary Energy Producers, Inc. (“EGPI”) entered into a Linear Short Form Agreement with Mondial Ventures, Inc. (“Mondial”) involving evaluation, and preparation for the proposed acquisition of certain oil and gas interests, subject to certain terms and requirements. The interests relating to 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. The parties had until November 6, 2012 to finalize this agreement but did not do so by that date. Both parties are still interested in pursuing this transaction in the future.

Evaluation and Implementation Costs Associated with the Proposed Sale and Development of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, Texas

Acquisition evaluation and implementation costs total $175,000. The costs to be paid by Mondial is to buy out 50% partner interests, and other costs, including lease extensions if necessary, and to include a seismic study when total funds are available. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of one and possibly two Barnett horizontal wells or an equivalent of up to eight vertical wells on the Boyette lease at a proposed initial depth of approximately 5,200’ to 5,500’ feet. We are targeting the oil segment or phase of the Barnett Shale and have justified the seismic study.

Through Fiscal 2012, our focus has been on the potential of the Barnett Shale underlying the Boyett Lease. However, there are other opportunities that may exist besides the Barnett. The 3-D seismic that will be employed may show a heretofore unknown fault which would for example preclude a high-tech frac job, thus nullifying the development of the Barnett Shale. This is highly unlikely but it is a possibility. Additionally, this seismic will provide the Company and future partners with other opportunities in formations under the Boyett other than the Barnett. In a lease block of this size, it is unlikely that the Company will not identify an attractive oil and gas structure to be developed, but it is not guaranteed or assured.

Future Development and Work Program Costs Associated With 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, Texas,

On successful seismic testing anticipated AFE for Barnet Horizonal Well program would be estimated to be $1,000,000 per horizontal well to be split between the partners for the AFE costs. Firecreek to come to terms of agreement regarding financing for the proposed drilling and development should the parties agree to further move forward after the Seismic study.

For additional information please see our Current Report on Form 8-K, as amended, filed on November 15, 2012. See also additional information listed in “Notes to the Consolidated Financial Statements” further in this Report.

The Material terms of Proposed Future Operating Agreement for the Completed Sale of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, Texas,

The Company has, subject to further change or modification, a standard AAPL form operating agreement with an independent contractor to operate for the proposed activities the subject properties on a contract basis for our share of Working Interests (50%). At the present time Whitt Oil and Gas, Inc. is the independent contractor for the Company (the “Independent Contractor” or “Operator”) and will be modified or changed to administer the Company’s proposed and pending interests. It will be expected that the operator when in place will furnish the monthly Lease Operation Expense and various activity reports to the Company. Upon successful commencement of production, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. The designated gatherer for the oil the natural gas will be established. The independent contractor will be expected to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), will collect and compile the Joint Interest Billing (JIB) Statements and prepare those certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests.

For additional information please see our Current Report on Form 8-K, as amended, filed on December 29, 2009 and January 6, 2009. See also additional information listed under the heading “Recent Developments”, “Description of Properties”, “Supplemental Oil and Gas Information” and listed in “Notes to the Consolidated Financial Statements” further in this Report.

The Material terms of the Operating Agreement with the Company include

Pursuant to the AAPL form operating agreement Whitt is an independent contractor and operates the subject properties on a contract basis for our share of Working Interests (50%). Whitt will furnish the monthly Lease Operation Expense and various activity reports to the Company’s wholly owned subsidiary Energy Producers, Inc. Upon successful commencement of production, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. Conoco is initially designated as the gatherer for the oil and Taurus for the natural gas. Whitt is to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), Whitt will collect and compile the Joint Interest Billing (JIB) Statements and prepares those certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests.

Acquisition of 75% Working Interests, J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas

On March 1, 2011, we entered into a Series D Stock Purchase Agreement (“SPA”) with Dutchess Private Equities Fund, Ltd. (“Investors”) whereby contemporaneously with the execution and delivery of the Agreement(s) and Exhibits, the parties hereto are executing and delivering an Assignment and Bill of Sale (the “Assignment and Bill of Sale Agreement”) pursuant to which the Investors and its wholly-owned subsidiary Ginzoil, Inc, (“GZI”) agrees to sell to the Company’s wholly owned subsidiary unit Energy Producers, Inc. (“Energy Producers” or “EPI”) all assets of GZI as described in the preliminary Assignment and Bill of Sale and summarily as follows: Under the terms of the agreement, which shall be effective March 1, 2011, the Company’s wholly owned subsidiary Energy Producers, Inc. will acquire a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to 8500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas). Included in the transaction, Energy Producers will also acquire 75% Working Interest and 56.25% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft.

Purchase Costs Associated With Our Acquired Interests in the Texas, J.B. Tubb Leasehold Estate

Per our entry into the SPA with Dutchess, we agreed to authorize and issue and sell 2,500 shares of a new, to be authorized, Series D preferred stock to Investors with a face value of one thousand dollars ($1,000) per share, or a total in the aggregate value of $2,167,306. Pursuant to the SPA each share of Series D Preferred Stock shall be convertible, at the sole option of the Investor or holder thereof, into share(s) of the Corporation’s Common Stock (“Conversion Shares”). The Conversion Formula at the time of any noticed and converted shall mean that the number of Conversion Shares (common stock) to be received by the holder of Series D Preferred Stock in exchange for each share of Series D Preferred Stock that such holder intends to convert pursuant to this provision, where such number of Conversion Shares shall be equal to the greater of the number calculated by dividing the Purchase Commitment per share ($1000) by i) .003 per share, ii) one hundred and ten percent (110%) of the lowest VWAP for the three (3) days immediately preceding a Conversion Date. The preferred stock was valued at fair value by calculating the face value of the preferred stock, $2,500,000, subtracting a discount due to lack of marketability of 24.5%, yielding $1,887,500 value of the preferred stock and adding the value of the embedded derivative of $279,796. The derivative was valued based on the use of a multinomial lattice model with the following assumptions: annual volatility at 238%, 20% of default at maturity, and the holder would convert at 1.5 times the conversion price decreasing as it approaches maturity. The preferred shares include anti-dilution protection if any future issuances occur for a lower price. The total fair value of these preferred shares was computed to be $2,167,306, including the derivative liability. A portion of this value, $279,796, was bifurcated at the grant date and included in the derivative value. The Company has agreed to keep a sufficient number of its common shares on hand for future conversions as listed in Section 1 of the SPA.

2011 Work Program Costs Associated With Our Acquired Oil and Gas Interests in the Texas, J.B. Tubb Leasehold Estate

On May 9, 2011 the Company and its wholly owned subsidiary Energy Producers, Inc. (“EPI”) issued to TWL Investments a LLC, an Arizona limited liability company (“TWL”) a promissory note in the face amount of $210,000 (the “Note”). Both the Agreement and Promissory Note is listed on Exhibit 10.1 to our Current Report on Form 8-K filed on May 13, 2011, incorporated herein by reference.

On May 10, 2011 and in connection with the issuance of the Promissory Note herein listed above, the Company through its wholly owned subsidiary EPI entered into a “Turnkey Rework Agreement” with Success Oil Co., Inc. (“Success”) of Beverly Hills CA, also a licensed Texas operator, to perform such work programs on the interests owned by the Company’s wholly owned subsidiary in the A.J. Tubb Leasehold Estate, Amoco/Crawar field, Ward County, Texas (see Current Report on Form 8-k filed on March 7, 2011).

The Turnkey Rework Agreement included: i) Crawar #1 Well: Success drilled out the cement plug and cast iron bridge plug located at approximately 5,000 feet, and shall perforate the Glorieta payzone (in the North 40 acres of the J. B. Tubb Leasehold Estate) at intervals ranging from 3,800 feet to 4,000 feet, acidize and swab, ii) J. B. Tubb #18-1 Well. Success re-perforated existing Tubb pay-zone at interval 4,510 feet to 4,560 feet (plus or minus) to increase perforations to 6 shots per foot and then frac with gas gun, iii) Success agreed and understood that if the above described reworking costs exceeded $165,162, Success shall solely be responsible for such excess costs. A copy of the Turnkey Rework Agreement and Escrow Agreement are filed as exhibits 10.5, and 10.6 to our Current Report on Form 8-K filed on May 13, 2011.

On October 13, 2011 the Company and its wholly owned subsidiary Energy Producers, Inc. (EPI) modified the terms of its existing May 9, 2011 promissory note Agreement described and issued to TWL Investments a LLC, an Arizona limited liability company (TWL) (please see information contained in our Current Report on Form 8-K filed on May 13, 2011).

In December commenced with work programs including fracing procedures on its #18-1 well and Crawar #2 well bore for its interests owned in the J.B. Tubb Leasehold Estate. To accomplish finance for the work programs including fracing procedures the Company through non waiver participation agreement with Success Oil and other third parties, and including contribution of the Company’s escrow capital subsequently indirectly accomplished financing on a less than an oil industry standard basis i) at a payback on a 2 to 1 basis for the $196,183 less EPI’s existing escrow credit of $34,838 or $161,345 towards EPI’s share representing its 75% working interests on the Crawar #2 well bore, and ii) at a payback on a 1.5 for 1 basis for the $161,821 towards EPI’s share representing its 75% interests on the #18-1 well. Terms for the repayment of funds agreed as of December 13, 2011 between the Company and its EPI subsidiary, Success Oil Co., Inc., and TL Advisory Group, LLC are that EPI shall receive each month, fifty percent (50%) of the net amount it would otherwise be entitled to after LOE’s up to, but not to exceed, a maximum of Eighteen Thousand dollars $18,000 per month including any other revenues to which it would otherwise be entitled to from the lease until such time as all amounts pursuant to the funding of recent fracing work are fully paid after which EPI shall be entitled to all amounts otherwise due them under the Operating Agreement between Success and EPI.

The work programs were implemented to stimulate oil and gas production via high pressure Fracing techniques. Fracing processes penetrated the lower clearfork reservoir in the Crawar #2 well at 4,700’ to 4,900’ foot depth on the J.B. Tubb lease. The well has a geological composite of dolomite. On the #18-1 well our operator set a plug at 4,250’ foot depth coming up pipe and perforating and fracing the upper clearfork reservoir at 4,112’ to 4,212”’ foot depth. The project initially was successful, however when approaching stabilization encountered sand intrusion problem that was determined via third party analysis to be attributed to a manufacturing process having defects with a resin coated sand product failing to hold. This was eventually resolved somewhat by additional treatment and procedures paid for in part by the fracing company responsible for the job elements. The fracing treatment result for both wells had a reasonable impact but overall has not yet reached the desired expectation for results to greatly improve overall production.

Sale of 37.5% Working Interests and Other Rights in J.B. Tubb Leasehold Estate, Amoco Crawar Field, Ward County, Texas

On July 31, 2012, through our wholly owned subsidiary Energy Producers, Inc. (“Investors” or “EGPI”), the Company entered into a Stock Purchase Agreement (“SPA”) with Mondial Ventures, Inc. whereby the parties delivered an Assignment and Bill of Sale (the “Assignment and Bill of Sale Agreement”) pursuant to which the Company delivered assets as described in the Assignment and Bill of Sale summarily as follows: Under the terms of the agreement, effective July 31, 2012, the Company i) sold a 37.5% Working Interest and 28.125% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to at least 8500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas), ii) also sold and assigned 37.5% Working Interest and 28.125% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft in well bore and 3800 ft. to 4000 ft in well bore, and iii) delivered a Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) granting certain rights in and to interests for additional development in the J.B. Tubb Leasehold Estate. For further information please see our Current Report on Form 8-K filed on August 3, 2012.

Terms Associated With Sale of 37.5% Working Interests and Other Rights in the Texas, J.B. Tubb Leasehold Estate

Per our entry into the SPA with Mondial, the Company received 14,000,000 shares of Mondial Ventures, Inc. common restricted stock. In addition, Mondial assumed four hundred fifty thousand dollars ($450,000) debt on the books of the Company held by TWL Investments, a LLC according to its Agreement and terms, as amended. Assumption of the four hundred and fifty thousand dollar ($450,000) pro rata portion of debt by Mondial carry identical terms as of the date of even per an Agreement effective as of July 1, 2012 by and between the Company a Nevada corporation, and its wholly owned subsidiary Energy Producers Inc., also a Nevada corporation, and TWL Investments, a LLC, an Arizona limited liability company, each a “Party” and collectively (the “Parties”). For further reference and to view the Agreement as amended, please see Agreement Regarding Promissory Note of May 9, 2012, listed on Exhibit 10.10 to a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2012.

2012 Work Program Costs Associated With Our Oil and Gas Interests After Sale of 37.5% Working Interests and Other Rights in the Texas, J.B. Tubb Leasehold Estate

In accordance with the terms of a the Company’s July 31, 2012 Securities Purchase Agreements with Mondial, capital expenditures in the amount of $80,000 were delivered via an Escrow Agreement requirement established in behalf of a Turnkey Rework Agreement and an Oil and Gas Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) dated July 31, 2012 between the Company’s wholly owned subsidiary Energy Producers, Inc., Mondial Ventures, Inc., and Success Oil Co., Inc. The Escrow for the Turnkey Rework Agreement provided for Success Oil Co., Inc. (“Success”) of Beverly Hills CA, a licensed Texas operator, and operator and partner for the Company and Mondial, to perform a work program perforating the Glorieta payzone (in the South 40 acres of the J. B. Tubb Leasehold Estate) at intervals ranging from 3,800 feet to 4,000 feet, and included additionally to acidize and swab on the J.B. Tubb Leasehold Estate Crawar #2 well.

The work program was designed and implemented by Success Oil Co., Inc. our operator and partner to generate oil and gas production targeted in the Glorieta horizon. The well has a geological composite of dolomite and the resulting well resulted in both oil and gas production with 40% oil cut to water ratio. Initial flush production for the first month as total gross for the well was encouraging at a gross of approximately 1700 barrels of oil and 3.9 million cubic feet gas of which the Company’s share is according to its working and net revenue interests. The result for the Crawar #2 perforation into the Glorieta to date has had a reasonable result impact but overall has not yet reached the desired expectation for results as there needs to be a fracing procedure performed to open the fluid in the dolomite rock. The Company believes if it makes this approximate capital expenditure estimated at $150,000 that this will increase and stabilize productions.

Future Development Contemplated

J.B. Tubb Leasehold Estate, located in the Amoco Crawar Field, Ward County, Texas

As of December 2012, operations have requested the Company to consider a conventional frac to be performed to open up the rock to increase fluid entry and the expectation to increase production levels for oil and gas from the Glorieta formation on the Crawar #2 of the J.B. Tubb Leasehold Estate, and most often a standard procedure required for Devonian rock. The required capital expenditure for this work program AFE turnkey is approximately $150,000 and is in planning to be performed in early 2013 with a good and reasonable expectation to substantially increase production levels and averages for the well formation.

As part of the SPA with Mondial, on July 31, 2012 we entered into an Oil and Gas Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) and principally located on the South 40 of the J.G. Tubb Leasehold Estate, whereby Success Oil Co., Inc granted to us, under certain circumstances listed therein the participation agreement, a right of first refusal for certain drilling and development, and recently entered into an Agreement to Extend Option, now twice further extended through at least July 26, 2012 (see “Recent Developments” this report). We will pursue financing for Capital Expenditure on a best efforts basis (CAPEX) to drill a minimum of one new Ellenburger Well in the amount one million five hundred seventy five thousand ($1,575,000) dollars and up to three new wells with Mondial, and additional multiple wells that can be partnered or self financed up to approximately 14 locations, with reasonable consideration for cost adjustment based on then market conditions, see further this section. Success acknowledges that the Company and or its assignee shall be able to negotiate and or sell interests and or participation in the development of any additional well(s) under terms of the original Participation Agreement, on a best efforts basis, with such partner sharing an interest equivalent to its proportionate funding of such project(s), and or other terms of negotiation as may be agreeable by the Company and such proposed partner, if any, including any modification of this Agreement or the original participation agreement held by EGPI amended as of June 19, 2012, and extended through July 26, 2013, as long as it is formally reviewed and approved in a writing by Success.

The following formations are currently available for oil & gas drilling considerations, including obtaining one or more variances in the North 40 and South 40 acreage of the J.B. Tubb Leasehold Estate which include: Glorietta, Upper Clearfork, Tubbs, Lower Clearfork, Witchita Albany, Fusselman, Wolfcamp, Detrital Zone, Devonian, Lower Permian, Waddell, and Ellenburger formations with two additional potential locations for Ellenburger on the South 40 and one on the North 40. The Company along with its partners anticipates drilling a series of wells on the J.B. Tubb Leasehold Estate/Amoco Crawar Field, South 40 according to certain rights and option programs discussed herein. In addition to the South 40 prospects via option programs and participation rights discussed herein, there are three remaining potential prospects located on the North 40 owned by the Company to be developed in the Devonian, Waddell and additional Ellenburger locations away from existing wells at depths of 7,100’, 7,800’ and 8,350’ respectively.

Our objective for 2013 would be to drill the first well in the Ellenburger formation located on the South 40 of the JB Tubb Leasehold estate which geologically is updip. To note, the CRAWAR Field that the JB Tubb Leasehold Estate is a faulted anticline with multiple producing horizons. The Ellenburger formation is good potential as our target for drilling sets along a fault plane increasing viability noted by Certified Geologist below the Wolfcamp at appx 6,200’ and therefore Ellenburger viable at approximately 8,300’-8,400’ feet. The Ellenburger capital expenditure for $1.575 to $1.6 million on a Turnkey basis. The second and third wells located on the South 40 for additional drilling and development would be drilling a well in the Waddel formation to 7,700 -7,900’ foot depth. The CAPEX for the Waddel formation is estimated at $1.0 to $1.475 million Turnkey. Thereafter, we would drill to the Wolfcamp formation at approximately 6,200’ foot depth. The Wolfcamp CAPEX estimate is at $1.0 to $1.21 million Turnkey and under the terms of the Participation Agreement held by the Company and co interests. The Company and its partners are working on financing for the above listed and the capital expenditure for additional development of multiple wells. Although the Company feels these plans to obtain financing for one well or multiple well financing will be successful there can be no assurance that the Company will succeed with these plans.

Unless one million five hundred seventy five thousand ($1,575,000) dollars in CAPEX of the aggregate amount of three million six hundred thousand ($3,600,000) dollars in CAPEX is raised by the Company or assign for the drilling of not less than one but up to three new wells by participation, earn in, sale, or other method on the South 40 of the J.B. Tubb Leasehold Estate, and acceptable to Success during the term of the newly reinstated Agreement, then the newly reinstated Agreement, unless terms are either modified and or mutually extended in a writing by the parties thereto, will otherwise expire on July 26, 2013 (see also information under “Recent Developments” in this report), leaving the Company with the remaining potential for the North 40 development.

Competition

The oil and gas industry is highly competitive. As a new independent domestic producer entering the oil and gas business, the Company will not initially own and may never own any refining or retail outlets and may have little control over the price it will receive for planned crude oil production. Although management has established relationships in its proposed acquisition activities, significant competition by individual producers and operators or major oil companies exists. Integrated and independent companies and individual producers and operators are active bidders for desirable oil and gas properties. Many of these competitors have greater financial resources than the Company currently has now or may have in the near future.

Sales and Marketability

Oil and Gas Working Interests, Three Well Program, Callahan, Stephens, and ~~Shakelford~~Shackelford Counties, West Central Texas, and Working Interests in J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas

Our oil production is expected to be sold at prices tied to the spot oil markets. Our natural gas production is expected to be sold under short-term contracts and priced based on first of the month index prices or on daily spot market prices. We rely on our operating partner to market and sell our production. Our operating partner Whitt Oil and Gas, Inc. and Success Oil Co., Inc. are both privately owned exploration and production companies. We do not believe the loss of any single operator would have a material adverse effect on our wholly owned subsidiary Energy Producers, Inc. as a whole.

Historically the marketability of our crude oil has not posed a problem for us. Crude oil can be easily sold wherever it is produced in the state(s) that the operations are conducted subject to the transportation cost. For example, the crude oil produced by the Company’s then subsidiary via certain of its oil and gas interests which were disposed of on December 2, 2008 which had previously been transported by truck. During 2011 we will again expect to commence sales of oil via truck and via pipeline for natural gas. Overall, natural gas can be considered more difficult to sell since transportation requires a pipeline. In some of the areas that we have previously pursued or expect to pursue new drilling activity for natural gas in the future, there can be delays because of the unavailability of a pipeline. No assurance can be given that natural gas wells drilled, if any, will be placed on line in a timely manner after the well is drilled and completed.

Texas Regulations

Any oil undertaking with the State of Texas requires obtaining necessary permits and approvals from the Railroad Commission of Texas (“RRC”). Once a lease is obtained an operator’s agreement must be on file with the RRC. Federal regulations including those governed by the Environmental Protection Agency must also be strictly followed (see additional discussion addressing the regulatory environment governing oil & gas drilling and production found under “Business Risks”; “Governmental Regulation”). We believe our operators through the date of this Report, both previous and current, have obtained and or filed all necessary permits and reports to operate the wells and maintain compliance associated with the Company’s interests in Fant Ranch Unit, and J.B. Tubb Leasehold Estate held by Firecreek prior to December 3, 2008, and thereafter though our Energy Producers, Inc. subsidiary via our acquisition of the Whitt Oil and Gas, Inc. three well program interests on December 31, 2009 forward.

Entry and Eventual Stability In The Oil And Gas Business Will Be Dependent Largely On Our Ability To Acquire Significant Amounts of Financing

The Company’s entry and eventual stability in the oil and gas business, through Energy Producers or though one or more subsidiary interests, will be dependent largely on the ability to continuously acquire significant financing amounts, and other potential financing providers, to carry out and implement its plans (see “Management Discussion and Analysis”, “Business Risks”, and “Liquidity and Capital Resources” sections).

The Company and its Energy Producers unit are presently in different stages of review and discussion, gathering data and information, and any available reports on other potential field acquisitions, work over programs, and new drilling projects, located in Texas, Louisiana, New Mexico, and other productive regions and areas in the U.S., and in late 2012 and 2013 to a lesser extent, again internationally. However, no assurances can be given by the Company that it will be successful in pursuing these other prospects and programs.

Successful negotiations for acquisitions, confidentiality, timing and the Company’s financial capabilities will continue to play a significant role in any success of both current and future operations for the Company activities, including its subsidiary operations, and/or any future planned subsidiary or special purpose entity (SPE) operations which may exist in the future.

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

Financial Information about Segments and Geographic Areas

We have not segregated our operations into geographic areas given the fact that all of our proposed production activities for closed transactions to date occur within the Permian Basin of West Central Texas.

Acquisition of 100% of Chanwest Resources, Inc.

On June 11, 2010, the Company acquired all of the issued and outstanding stock of Chanwest Resources, Inc, (“Chanwest or CWR”) a Texas corporation. In the course of this acquisition, Chanwest stockholders exchanged all outstanding common shares for the Company’s common shares. For further information please see our Current Report on Form 8-K filed on June 16, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

Purchase costs for the Acquisition of Chanwest Resources, Inc.

The acquisition was accomplished via a Stock Purchase Agreement effective on June 1, 2010, and the Company subsequently issued its restricted common stock valued at USD $95,000, in exchange for 100% of the issued and outstanding shares of common stock, with a no par value designation per share, of CWR. All assets and liabilities, including Shareholder Notes Payable, of the CWR are included with the subsidiary unit in the initial amount of $252,161. Chanwest Resources, Inc. was essentially inactive in the first and second quarter of 2010 having a minor amount of income and expense that would substantially affect the consolidated financial statements of the Company. In the ~~year~~years 2011 and 2012 Chanwest Resources, Inc. did not earn any revenue and incurred general and administrative expenses.

Business of Chanwest Resources, Inc.

Chanwest Resources, Inc. was formed in 2009. Since its formation through the present, CWR through its principles have ramped up operations acquiring assets related to the servicing, construction, production and development for oil and gas. Chanwest has formed strategic alliances and brought key management with over 40 years experience in all facets of the oil and gas industry. Plans for three phases of operations and expansion are underway. Chanwests’ first phase of operations through one or more of its segments include Construction and Trucking, with a complement of assets which will be deployed providing related services used for hauling equipment, delivery and spreading of rock, iron ore, dirt and gravel, used in lease roads, firewall’s, tank pads, and drill sites. Chanwest will provide services for drill site preparation to clear and lay pipeline (gathering systems) for operators. Chanwest operations can provide for services to maintain lease roads, set power poles and clean up oilfield spills. Chanwest works with operators or lease owners by purchase order or contract with major oil fields. Additional services planned for Chanwest include marketing for its workover rig having pulling capacity for wells to 6000’ feet depth. It will be used with a crew on our own leases in our second phase of operations planned, along with our current status of workover rig for hire to operators.

Chanwest was not able to achieve its target for financing in 2011. Upon revising estimates and delays encountered during Fiscal 2012, the Company believes for ~~2012~~2013 fiscal operations that if Chanwest can obtain an additional $330,000 or more in financing for operations, it will be able to seed growth to generate approximately 2 million in gross revenues from operations over the next year from consummation of such financing.

For its third phase of operations the Chanwest will work alongside Energy Producers subsidiary unit operations to evaluate potential for acquisitions and development strategies for the production of oil and gas operations, initially working towards acquiring strategic rehabilitation targets in and around Abilene and other areas in Texas.

Acquisition of 100% of Arctic Solar Engineering, LLC

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

Purchase Costs for the Acquisition of Arctic Solar Engineering, LLC

The acquisition was effected via a stock for stock exchange and purchase agreement between Arctic Solar Engineering, LLC, FATM Partnership, and Fredrick Sussman Living Trust, (the “Sellers”) and EGPI Firecreek, Inc. (the “Purchaser”). The Sellers exchanged 100 % of their ownership interests in the three (3) selling entities for 12,000 shares of our restricted common stock. In addition, the Purchase Agreement contains an “Earn-out Provision “ which requires cash and/or stock payments based on financial performance over a period of 36 months. In each twelve (12) month period, the Sellers are entitled to 50% of the Company’s audited net income after taxes; payable in 50% cash and 50% restricted common stock, ten (10) days after the filing of the annual audited report. This stock Earn-out consideration will be valued at 90% of the last trade price on the filing date for the calendar year of operations.

The Business of Arctic Solar Engineering, LLC

Arctic Solar Engineering, LLC (“ASE”) engages in the design/build, integration, and installation of thermal solar systems for residential and commercial sites in the United States. It serves the thermal solar space heating and cooling, and water heating needs of new construction and retrofits. Arctic Solar Engineering, LLC integrates solar thermal energy technology patented over 30 years ago by Daimler Aerospace in Germany. This technology is used throughout Germany, other parts of Europe, Asia and the Middle East.

Solar thermal energy is the most efficient and economical method of capturing and using renewable thermal energy created by the sun every day of the year. ASE’s solar collector technology is used to capture all visible and non-visible wave lengths of sunlight and convert it into energy at a 90 percent efficiency rate. Energy created by ASE’s solar thermal energy systems store that energy in water, or other similarly inexpensive storage mediums, and then use that energy in its direct form to heat water, heat space and cool spaces.

ASE’s competitive advantage is product knowledge and knowledge of how water-based energy systems work and can be successfully implemented to reduce an average building’s energy consumption by up to 70%. Also, because of ASE’s solar thermal energy systems, there are no real local competitors and competition is very limited on a national basis. However, the market demand for renewable energy is growing at a dramatic rate.

ASE had previously announced that that it has filed a patent for their unique cooling fin design. The patent pending cooling fins provide radiant cooling as part of an alternative energy solution.

ASE's Solar Thermal Energy System was recently installed in the Chesterfield, MO, City Hall. The system consisted of 110 solar thermal arrays and an 8000 gallon thermal mass energy storage tank, which has a name plate capacity of 82 kilowatts and an estimated annual production of 110 megawatt hours. Energy savings to the City are expected to pay back 100% of the City's investment within 7 years, which will eventually equate to zero costs to the city for energy produced by the system.

As of March 12, 2012, the Company in an effort to assist growth and development plans for Arctic Solar Engineering, LLC ~~has~~ entered discussions and a letter of intent with W2 Energy, Inc. regarding a potential 51% purchase of ASE from the Company. W2 Energy, Inc. develops renewable energy technologies and applies it to new generation power systems. The ~~Company~~business ~~believes~~potentials ~~that~~pursued ~~the~~with ~~potential~~W2 ~~alliance~~Energy, ~~would~~Inc. ~~offer~~were ~~engineering~~not ~~design~~consummated ~~and~~or ~~implementation~~continued ~~tools for~~during ~~ASE~~Fiscal 2012, and ~~focus~~the toCompany ~~develop~~is ~~ASE’s~~evaluating ~~various~~prospects ~~available~~and ~~markets~~potentials for ~~its~~both ~~proposed~~new ~~product~~plans ~~distribution~~and ~~lines~~in the absence of new plans or prospects, ~~and~~discontinuing ~~increase~~operations for Arctic Solar Engineering, LLC, placing its ~~potential~~ ~~visibility~~overall tooperations ~~aid~~on ~~new~~hold ~~sales~~with ~~for~~status ~~thermal~~pending ~~solar~~outcome ~~space~~of ~~heating~~review and ~~cooling~~evaluation ~~and~~expected ~~solar~~to ~~thermal~~conclude ~~energy~~by ~~systems~~end ~~design~~of ~~and~~second ~~implementation~~quarter 2013.

For additional information see the section on “Recent Developments”.

Future Development Contemplated

J.B. Tubb Leasehold Estate, AMOCO CRAWAR FIELD, Ward County, Texas

As part of the disposition of its assets with Dutchess, we entered into an Oil and Gas Property Participation and Rights Agreement (“Participation Agreement”), whereby Dutchess granted to us, under certain circumstances listed therein the participation agreement, a right of first refusal, as provided in Section VIII of that certain participation agreement between Success Oil Co. and EGPI and its wholly-owned subsidiary, Firecreek Petroleum, Inc., dated January 3, 2008. In 2010 the right was called, and thereafter has expired, however the position is still negotiable as of April 2011.

On November 30, 2011 Success agreed to reinstate the Company’s option / rights in the Participation Agreement dated January 3, 2008 between Success and the Company’s then wholly owned subsidiary Firecreek, to the Company and or its assignee. Further the Company on a best efforts basis will pursue financing for Capital Expenditure (CAPEX) to drill three new wells in the amount of three million six hundred thousand ($3,600,000) dollars and to wit Success acknowledges that the Company and or its assignee shall be able to negotiate and or sell interests and or participation in the development of any additional well(s) under section VIII of the original Participation Agreement, on a best efforts basis, with such partner sharing an interest equivalent to its proportionate funding of such project(s), and or other terms of negotiation as may be agreeable by the Company and such proposed partner, if any, including any modification of this Agreement or the original participation agreement attached on Exhibit A thereto, as long as it is formally reviewed and approved in a writing by Success.

Unless an aggregate amount of three million six hundred thousand ($3,600,000) dollars in CAPEX is raised by the Company or assign for the drilling of three new wells by participation, earn in, sale, or other method, and acceptable to Success during the term of the newly reinstated Agreement, then the newly reinstated Agreement, unless terms are either modified and or mutually extended in a writing by the parties thereto, will otherwise expire on June 30, 2012.

Entry and Eventual Stability In The Oil And Gas Business Will Be Dependent Largely On Our Ability To Acquire Significant Amounts of Financing

The Company and its Energy Producers unit are presently in different stages of review and discussion, gathering data and information, and any available reports on other potential field acquisitions, work over programs, and new drilling projects, located in Texas, Louisiana, New Mexico, and other productive regions and areas in the U.S. However, no assurances can be given by the Company that it will be successful in pursuing these other prospects.

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

Signalization and Lighting Units (line segment of operations) Geared to the Transportation Industry (DOT and ITS)

Completion of Merger Acquisition with M3 Lighting, Inc.

Purchase Costs of the Merger Acquisition with M3 Lighting, Inc. (M3)

Effective May 22, 2009, the Company effected via a triangular merger between M3, and Asian Ventures Corp. (a wholly-owned subsidiary of the Company), whereby M3 was merged into Asian Ventures and whereupon Asian Ventures changed its name to M3 Lighting, Inc. In the course of this acquisition by a wholly owned subsidiary of our Company, M3 stockholders exchanged all outstanding common shares for EGPI common shares, and all M3 common shares were cancelled.M3 had no operations and therefore the Company did not receive a step up in basis pursuant to SFAS 141R as M3 did not meet the definition of a business. The value of this transaction was based upon the cash and net assets acquired at cost basis. Further information can be found along with copy of the Plan of Merger attached as an exhibit to our Current Report on Form 8-K, filed with the Commission on May 27, 2009, as amended. Amendment No. 1 and No. 2 to the May 27, 2009 current Report on Form 8-K were filed on June 24 and August 4, 2009, respectively.

The Strategy of M3 Lighting, Inc. (M3)

Through its then managements experience, knowledge and contacts in the lighting and DOT industry, M3 created a business plan to create a vertical rollup and stream of acquisitions targeted strategically for the Company that included manufacturers, distributors and contractors. M3 was unsuccessful in its strategy to acquire a series of businesses in this industry and during the year ended December 31, 2011 was inactive. 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. During 2011 and 2012 there were no operations in effect related to M3 Lighting, Inc. and the Company does not anticipate plans near term for these operations to be re deployed. M3 is inactive and does not generate any revenue for the Company.

Acquisition of South Atlantic Traffic Corporation (SATCO)

Effective as of November 4, 2009, the Company entered into a stock purchase agreement pursuant to which it acquired all of the issued and outstanding capital stock of South Atlantic Traffic Corporation, a Florida corporation (“SATCO”). In the course of this acquisition, SATCO stockholders exchanged all outstanding common shares for cash consideration, the Company’s common shares and sellers’ notes. SATCO has been in business since 2001 and has several offices throughout the Southeast United States. A copy of the Agreement was attached as an exhibit to our Current Report filed with the Commission on November 12, 2009.The acquisition has been accounted for as a purchase under accounting principles generally accepted in the United States (GAAP). Under the purchase method of accounting, in accordance with Statement of Financial Accounting Standards No. 141(R), Business Combinations, the assets and liabilities of SATCO are recorded as of the acquisition date at their respective fair values, and consolidated with the Company’s assets and liabilities.

Purchase Costs for the Acquisition of South Atlantic Traffic Corporation. (SATCO)

The acquisition was effected via a stock purchase agreement between SATCO and EGPI. In the course of this acquisition, SATCO stockholders exchanged all outstanding common shares for $600,000 cash consideration, 2,908,000 EGPI common shares valued at $174,480 that included a contingent equity make whole liability provision valued at $988,720, and $295,173 in notes to the sellers’ all together in the aggregate totaling $2,058,373. For the cash consideration paid to SATCO, SATCO and the Company by its further entry into a Continuing Guarantee and Waiver, entered into an accounts receivable based credit facility (Loan) (also known as Factor and Security Agreement) with Creative Capital Associates, Inc., Silver Spring Maryland (proposal and term sheet), in conjunction with Benefactor Funding Corp. a Colorado corporation (factor lender). This factoring line has been paid off, retired and cancelled prior to the date of this Report.

The Disposition of SATCO

On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement (the “Purchase Agreement”) involving the sale of South Atlantic Traffic Corporation (“Satco”), a wholly-owned subsidiary which provides variety of products geared primarily towards the transportation industry, to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

Acquisition of Redquartz LTD, (RQTZ)

On March 3, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Redquartz LTD, a company formed and existing under the laws of the country of Ireland.

Purchase Costs for the Acquisition of Redquartz LTD (RQTZ)

The Company issued 100,000 shares of its restricted common stock in exchange for 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company. All assets and liabilities, other than the Shareholder Notes Payable, of the company were transferred to the Sellers. The Shareholder Notes Payable acquired in the acquisition issued by Redquartz LTD in the aggregate total 3,252,055 Euros, or $4,464,400 U.S. dollars.

Redquartz LTD (RQTZ)

Redquartz LTD has been in business for 45 years, is known internationally and is our entrance into the European markets with respect to Intelligent Traffic Systems (ITS) and the transportation industry as well as expanding our relationship recently established with Cordil, Inc. for the products sold by South Atlantic Traffic Corporation (SATCO), formerly a wholly owned subsidiary of the Company. For further information please see our Current Report on Form 8-K filed on March 11, 2010. Subsequent to the acquisition of Redquartz, LTD, the Company’s Intelligent Traffic Systems related business has ceased and its SATCO subsidiary has been sold. Redquartz is inactive and does not generate any revenue for the Company.

Acquisition of Terra Telecom, LLC.

Purchase Costs for the Acquisition of Terra Telecom, LLC (Terra)

The acquisition was effected on October 1, 2010 via a securities purchase/exchange agreement between Terra and EGPI. In the course of this acquisition, Terra security owners exchanged all outstanding security interests for 2,443 EGPI common shares. A portion of these shares is due on the acquisition date and the remaining pertains to contingent consideration as provided by the earn-out provisions of the agreement. This earn-out provision states that for a period of twenty-four months following the effective date, the owners of Terra will be entitled to receive payment in the form of additional common shares based upon the financial performance of Terra. The acquisition of Terra is not reflected in the accompanying financial statements of the Company due to the fact that the Company did not obtain control of the assets and liabilities of Terra or have operational control of the Terra leading up until the subsequent disposition on March 14, 2011. As a result of these facts and the fact that the business was subsequently shut down and entered bankruptcy, no earn-out is owed by the Company.

The Business of Terra

Our consideration was based on the fact that Terra was then considered recognized as a leading provider of state-of-the-art communication technologies and a premier Alcatel-Lucent partner. They served various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience. Terra’s goal was to provide customers value and integrity in each of these opportunities. Since 1980, Terra focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, and video and associated applications.

Terra is believed to have developed into an industry leader in value creation for each of their clients and stakeholders. In 2006 Terra relocated its company headquarters to a 25,000 square foot facility in Tulsa, Oklahoma. This facility provided Terra the space to continue growth and the ability to manage operations throughout the nation. Terra Telecom worked with the United Nations delivering Alcatel voice products to several countries and the Texas Dept. of Transportation, which we believed would bolster the growth opportunities to EGPI Firecreek, Inc.’s related segments of operations, through Terra’s various ITS/DOT opportunities in place with Alcatel products. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

The Disposition of Terra

On March 14, 2011, the Company entered into and completed the closing of a Stock Purchase Agreement involving the sale of Oklahoma Telecom Holdings, Inc., formerly known as Terra Telecom, LLC, a wholly-owned subsidiary which provides state-of-the-art communication technologies to various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience., to Distressed Asset Acquisitions, Inc. For further information please see our Current Report on Form 8-K filed on March 18, 2011 and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

As noted herein Recent Developments regarding exiting our signalization line of business, the Company has been building new infrastructure for its oil and gas operations in 2012 and further we are again considering expanding and supporting our growth potential by development of its line of operations related to our recent acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies and or acquisition potentials having a presence in the telecommunications and general construction industries. There is no assurance we will continue into the signalization, telecommunications, and general construction line of business, and if we were to continue that such line would ultimately be successful.

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS

We incurred historical losses and have a working capital deficit. As a result, we may not be able to generate profits, support our operations, or establish a return on invested capital.

We had a net loss on continuing operations in the fiscal year ended December 31, ~~2011~~2012 of $45,~~374~~430,~~398~~135 and a net loss on continuing operation in fiscal year ended December 31, ~~2010~~2011 of $34,~~588~~374,~~418~~398. As of December 31, ~~2011~~2012, we had a working capital deficit of $56,~~510~~827,~~702~~673. In addition, we expect to increase our infrastructure and operating expenses to fund our anticipated growth. As a result, we may not be able to generate profits in ~~2012~~2013 or thereafter and may not be able to support our operations or otherwise establish a return on invested capital. We cannot assure you that any of our business strategies will be successful or that significant revenues or profitability will ever be achieved or, if they are achieved, that they can be consistently sustained or increased on a quarterly or annual basis.

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We Expect Our Operating Losses To Continue

The Company expects to incur increased operating expenses during fiscal year ~~2012~~2013. The amount of net losses and the time required for the Company to reach and sustain profitability are uncertain. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, and delays frequently encountered in connection with a new business, including, but not limited to, uncertainty as to development and acquisitions and the time required for the Company’s planned production to become available in the marketplace. There can be no assurance that the Company will ever generate increased product revenue or achieve profitability at all or on any substantial basis.

Our Level Of Indebtedness May Affect Our Business.

Our level of indebtedness could have important consequences for our operations, including:

We may need to use a large portion of our cash flow to repay principal and pay interest on our current and anticipated debt, which will reduce the amount of funds available to finance our operations and other business activities;

Our debt level may make us vulnerable to economic downturns and adverse developments in our businesses and markets; and

Our debt level may limit our ability to pursue other business opportunities, borrow money for operations or capital expenditures in the future or implement our business strategy.

We expect to obtain the funds to pay our expenses and to pay principal and interest on our debt by utilizing cash flow from operations. Our ability to meet these payment obligations will depend on our future financial performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets in which we operate. We cannot be certain that our future cash flow from operations will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. If cash flow from operations is insufficient, we may be required to refinance all or part of our existing debt, sell assets, and borrow more money or issue additional equity.

We have a limited amount of cash and are likely to require additional capital to continue our operations.

We have a limited amount of available cash and will likely require additional capital to successfully implement our business plan; There can be no assurance that we will be able to obtain additional funding when needed, or that such funding, if available, will be obtainable on terms acceptable to us. In the event that our operations do not generate sufficient cash flow, or we cannot obtain additional funds if and when needed, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment.

Production Risks

All of the Company’s current and proposed oil and gas activities would be subject to the risks normally incident to the exploration for, and development and production of, natural gas and crude oil. These include, but are not limited to, blowouts, cratering and fires, each of which could result in damage to life and property. In accordance with customary industry practices, the Company plans to maintain future insurance for its proposed operations against some, but not all, of the risks. Losses and liabilities arising from such events could reduce revenues and increase costs to the Company to the extent not covered by insurance.

Risks And Uncertainties Can Impact Our Growth

There are several risks and uncertainties, including those relating to the Company’s ability to raise money and grow its business and potential difficulties in integrating new acquisitions for the oil and gas sector of operations, especially as they pertain to foreign markets and market conditions. These risks and uncertainties can materially affect the results predicted. Other risks include the Company’s limited operating history, the limited financial resources, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, and changes in federal or state laws and conditions of equity markets.

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

Governmental Regulation

Effect of Probable Governmental Regulation on the Business Domestically and in Foreign Countries

As we expand our efforts to develop our business, we will have to remain attentive to relevant federal and state regulations. We intend to comply fully with all laws and regulations, and the constraints of federal and state restrictions could impact the success of our efforts.

Our oil and gas business and services may become established in multiple states and foreign countries. These jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each such state and foreign country. New legislation or the application of laws and regulations from jurisdictions in this area could have a detrimental effect upon our business. We cannot predict the impact, if any, that future regulatory changes or developments may have on our business, financial condition, or results of operation.

The Company and its current and future operations are subject to federal, state and local laws, and regulations and ordinances relating to the production and sale of oil and gas. Some of the laws that the Company is subject to include the Clean Air Act, the Clean Water Act, and the Endangered Species Act. Other laws and regulations include laws governing allowable rates of production, well spacing, air emissions, water discharges, marketing, pricing, taxes, and use restrictions and other laws relating to the petroleum industry. For example, coal bed methane wells are being highly regulated for disposing of produced fresh water on the surface. The EPA is requiring that the fresh water meet more stringent standards than before, and can require the water be injected underground making drilling these wells potentially uneconomical. As another example, Governmental regulation may delay drilling in areas that have endangered species. Therefore, if the Company were to undertake a drilling program in such an area by a proposed development project in the future, no assurance could be given that such delays would not become more expensive. Regulations may have a negative financial impact on us depending on the compliance costs.

Any failure to obtain, or delays in obtaining regulatory approvals by the Company or its operators, could delay or adversely affect the Company’s ability to generate revenues. These laws and regulations could impose substantial liabilities for the Company if it fails to comply. Further, there can be no assurance that the Company through its contract operators will be able to obtain necessary regulatory approvals for any of its future activities including those which may be proposed for the further development of oil and gas. Although the Company does not anticipate problems satisfying any of the regulations involved, the Company cannot foresee the possibility of new regulations, which could adversely affect the business of the Company.

Environmental regulations and taxes imposed by state governments in a jurisdiction wherein oil and gas properties are located impose a burden on the cost of production. Of the gross production revenues, severance and ad valorem taxes in Wyoming for oil and gas amount to approximately 12%.

Environmental requirements do have a substantial impact upon the energy industry. Generally, these requirements do not appear to affect the proposed Company operations any differently, or to any greater or lesser extent, than other companies in the domestic industry as a whole. The Company will establish policies and procedures for compliance with environmental laws and regulations affecting its proposed operations. The Company believes that compliance with environmental laws and regulations will not have a material adverse effect on the Company’s operations or financial condition. There can be no assurances, however, that changes in or additions to laws or regulations regarding the protection of the environment will not have such an impact in the future.

At this time no regulatory or additional regulatory approvals are necessary and, to the best knowledge of the officers, we have complied with all laws, rules and regulations.

Cost And Effects Of Compliance With Environmental Laws

Our business will be subject to regulation under the state and federal laws regarding environmental protection and hazardous substances control with respect to its current and future oil and gas operations. We are unaware of any bills currently pending in Congress that could change the application of such laws so that they would affect us.

Risk Factors Affecting Our Future Results Of Operations For The Company

Due to the Company’s limited operating history, it is difficult to predict future revenues accurately. This may result in one or more future quarters where the Company’s financial results may fall below the expectation of management and investors. However firmly management may believe in its prospects, the Company could fail. Operating results may vary, depending upon a number of factors, many of which are outside the Company’s control. Material factors expected to impact the Company’s operating results include, legal costs associated with registration of options and other filing requirements, expansion activities, increased interest and expenses for borrowings and possible hiring of additional full time employees. Every investor should evaluate the risks, uncertainties, expenses and difficulties frequently encountered by companies in the early stage of development. The past performance of the Company cannot be used to predict the future performance.

Lack Of Experience

Certain of our management may only devote a small percentage of their time to Company business. This lack of specific training, and experience for integration of the oil and gas sector coupled with working in the regulatory environment and less than full time effort in certain cases will probably cause management to miss opportunities that more experienced managers would recognize and take advantage of. Management’s decisions and choices may not be well thought out and operations and earnings and ultimate financial success may suffer irreparable harm. Additionally, these individuals have not previously worked together. If senior executives and managers are unable to work effectively as a team, business operations could be considerably disrupted.

Oil And Gas Prices Fluctuate Widely, And Low Prices For An Extended Period Of Time Are Likely To Have A Material Adverse Impact On Our Business

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing prices for natural gas and, to a lesser extent, oil. Declines in oil and natural gas prices may materially adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Lower oil and gas prices also may reduce the amount of oil and gas that we can produce economically. Historically, oil and gas prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile.

Prices for oil and natural gas are subject to wide fluctuations in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control. These factors include:

The domestic and foreign supply of oil and natural gas.

The level of consumer product demand.

Weather conditions.

Political conditions in oil producing regions, including the Middle East.

The ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls.

The price of foreign imports.

Actions of governmental authorities.

Domestic and foreign governmental regulations.

The price, availability and acceptance of alternative fuels.

Overall economic conditions.

These factors make it impossible to predict with any certainty the future prices of oil and gas.

Drilling natural gas and oil wells is a high-risk activity.

·	the results of exploration efforts and the acquisition, review and analysis of the seismic data

·	the availability of sufficient capital resources to us and the other participants for the drilling of the prospects

·	the approval of the prospects by other participants after additional data has been compiled

·	economic and industry conditions at the time of drilling, including prevailing and anticipated prices for natural gas and oil and the availability of drilling rigs and crews

·	our financial resources and results; and

·	the availability of leases and permits on reasonable terms for the prospects.

These projects may not be successfully developed and the wells, if drilled, may not encounter reservoirs of commercially productive natural gas or oil.

Reserve estimates depend on many assumptions that may prove to be inaccurate. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated.

Reserve engineering is a subjective process of estimating underground accumulations of natural gas and crude oil that cannot be measured in an exact manner. The process of estimating quantities of proved reserves is complex and inherently uncertain, and the reserve data included in this document are only estimates. The process relies on interpretations of available geologic, geophysic, engineering and production data. As a result, estimates of different engineers may vary. In addition, the extent, quality and reliability of this technical data can vary. The differences in the reserve estimation process are substantially due to the geological conditions in which the wells are drilled. The process also requires certain economic assumptions, some of which are mandated by the Securities and Exchange Commission, such as natural gas and oil prices. Additional assumptions include drilling and operating expenses, capital expenditures, taxes and availability of funds. The accuracy of a reserve estimate is a function of:

the quality and quantity of available data;

the interpretation of that data;

the accuracy of various mandated economic assumptions; and

the judgment of the persons preparing the estimate.

Results of drilling, testing and production subsequent to the date of an estimate may justify revising the original estimate. Accordingly, initial reserve estimates often vary from the quantities of natural gas and crude oil that are ultimately recovered, and such variances may be material. Any significant variance could reduce the estimated quantities and present value of our reserves.

Our future performance depends on our ability to find or acquire additional natural gas and oil reserves that are economically recoverable.

In general, the production rate of natural gas and oil properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Unless we successfully replace the reserves that we produce, our reserves will decline, eventually resulting in a decrease in natural gas and oil production and lower revenues and cash flow from operations. Our future natural gas and oil production is, therefore, highly dependent on our level of success in finding or acquiring additional reserves. We may not be able to replace reserves through our exploration, development and exploitation activities or by acquiring properties at acceptable costs. Low natural gas and oil prices may further limit the kinds of reserves that we can develop economically. Lower prices also decrease our cash flow and may cause us to decrease capital expenditures.

Exploration, development and exploitation activities involve numerous risks that may result in dry holes, the failure to produce natural gas and oil in commercial quantities and the inability to produce discovered reserves fully. We are continually identifying and evaluating opportunities to acquire natural gas and oil properties. We may not be able to consummate any acquisition successfully, to acquire producing natural gas and oil properties that contain economically recoverable reserves, or to integrate the properties into our operations profitably.

Seasonality

Demand for natural gas has historically been seasonal, with peak demand and typically higher prices occurring during the colder winter months.

Our growth is materially dependent upon the success of our drilling program. Drilling for natural gas and oil involves numerous risks, including the risk that no commercially productive natural gas or oil reservoirs will be encountered. The cost of drilling, completing and operating wells is substantial and uncertain, and drilling operations may be curtailed, delayed or cancelled as a result of a variety of factors beyond our control, including:

·	unexpected drilling conditions, pressure or irregularities in formations;

·	equipment failures or accidents;

·	adverse weather conditions;

·	compliance with governmental requirements; and

·	shortages or delays in the availability of drilling rigs or crews and the delivery of equipment.

Our future drilling activities may not be successful and, if unsuccessful, such failure will have an adverse affect on our future results of operations and financial condition. Our overall drilling success rate or our drilling success rate for activity within a particular geographic area may decline. We may ultimately not be able to lease or drill identified or budgeted prospects within our expected time frame, or at all. We may not be able to lease or drill a particular prospect because, in some cases, we identify a prospect or drilling location before seeking an option or lease rights in the prospect or location. Similarly, our drilling schedule may vary from our capital budget. The final determination with respect to the drilling of any scheduled or budgeted wells will be dependent on a number of factors, including:

Regulation of Oil and Natural Gas Exploration and Production

Exploration and production operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits to drill wells, maintaining bonding requirements to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties on which wells are drilled, and the plugging and abandoning of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the density of wells that may be drilled in a given field and the unitization or pooling of oil and natural gas properties. Some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibiting the venting or flaring of natural gas and impose certain requirements regarding the ratability of production. The effect of these regulations is to limit the amounts of oil and natural gas we can produce from our wells, and to limit the number of wells or the locations where we can drill. Because these statutes, rules and regulations undergo constant review and often are amended, expanded and reinterpreted, we are unable to predict the future cost or impact of regulatory compliance. The regulatory burden on the oil and gas industry increases the cost of doing business and, consequently, affects profitability. We do not believe, however, that we are affected differently by these regulations than others in the industry.

We have limited control over the activities on properties we do not operate.

Other companies operate some of the properties in which we have an interest. We have limited ability to influence or control the operation or future development of these non-operated properties or the amount of capital expenditures that we are required to fund with respect to them. The failure of an operator of our wells to perform operations adequately, an operator’s breach of the applicable agreements or an operator’s failure to act in ways that are in our best interest could reduce our production and revenues. Our dependence on the operator and other working interest owners for these projects and our limited ability to influence or control the operation and future development of these properties could materially adversely affect the realization of our targeted returns on capital in drilling or acquisition activities and lead to unexpected future costs.

Requirement For Additional Capital

The Company believes that additional debt or equity financing will be necessary to develop its planned activities through the next twelve to twenty four months. However, no assurance can be given that all or a significant portion of any debt or equity financing will be consummated, or that any changes in the Company’s operations and expansion plans would not consume available resources more rapidly than anticipated. The Company will need substantial funding to support the long-term expansion, development, and marketing of its business and subsidiary operations.

To the extent that the Company’s capital resources, including the proceeds of any offering, are insufficient to meet current or planned requirements, the Company will continue to seek additional funds through equity or debt financing, collaborative, or other arrangements with corporate partners, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no effective or approved current arrangement with respect to such additional financing that is either secured or finalized at this time. Even though the Company has existing prospects for general or project financing, the outcome may change, be delayed, or may not be conclusive, therefore financing is not assured or guaranteed. Financing to be potentially obtained from prospects is not assured or guaranteed until actually consummated and financing actually provided.

Need For Expansion

The Company expects expansion will be required to address potential growth. This need for expansion will continue to place a significant strain on the management and financial resources of the Company. Failure to manage growth could disrupt the operations and ultimately prevent the Company from generating expected revenues. The Company’s business strategy includes entering into business partnerships and may include acquiring future businesses, such as, existing production or products, technology and acquisitions related to oil and gas or other resources, oil and gas field operations, and engineering. Other areas of future operations may include real estate, land and commercial development, technology and facilities, and fuel cell technology. The Company may be unable to complete suitable business partnerships and acquisitions on commercially reasonable terms, if at all. Competition could impair the Company’s ability to pursue these aspects successfully of this business strategy.

Business partnerships or acquisitions could disrupt ongoing business, distract management and employees and increase expenses. If the Company makes an acquisition, it could face difficulties assimilating that company’s personnel and operations. Key personnel of the acquired company may decide not to work for the Company. Acquisition of additional services or technologies also involves risk of incompatibility and lack of integration into existing operations. If the Company finances the acquisitions by issuing equity securities, this could dilute existing stockholders positions. Additionally, funding instruments may have rights, preferences or privileges senior to, or more favorably than, those of the Company’s stockholders.

Limited Financial Data

As a result of its limited operating history, the Company has limited historical financial data upon which to forecast revenues and results of operation. The actual effect of these factors on the price of stock will be difficult to assess. Results of operation may fall well below the expectations of securities analysts and investors, and the trading price of the Company’s common stock may drop.

Estimating Inaccuracies

There are numerous uncertainties inherent in estimating quantities of proven reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the control of the Company. Reserve engineering is a subjective process of estimating underground accumulations of crude oil, condensate and natural gas liquids that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the amount and quality of data and of engineering and geological interpretation. Estimates by different engineers may vary. Results of drilling, testing and production after the date of an estimate may justify revision of such estimates. Reserve estimates are often different from the quantities ultimately recovered including the continual possibility of failure to find oil or gas and the drilling of a dry hole, and concentrations of oil in unexpected differing amounts on certain holes or targets drilled.

Declining Reserves

Volumes of proposed oil and gas reserves acquired by the Company will decline as reserves are depleted. Reserve volumes generated from future activities of the Company are highly dependent upon the level of success in acquiring or finding additional reserves.

21Key Officers Management Services Were Provided By Outside Consulting Firms, And Individuals Contributing Additional Key Officers Management Services, During Fiscal Year Ended December 31, 2012 and continuing into 2013.

Key ~~Officers~~management ~~Management~~services ~~Services~~were ~~Were~~provided ~~Provided~~by Byoutside ~~Outside Consulting~~consulting ~~Firms~~firms owned by key Officers and/or current Directors, ~~And~~or ~~Individuals~~through ~~Contributing~~other ~~Additional~~outside ~~Key~~arrangements Such Officers ~~Management~~and ~~Services~~Directors include Dennis R. Alexander, ~~During~~Chairman, ~~Fiscal~~CEO ~~Year~~and ~~Ended~~CFO, Melvena Alexander, Co-Treasurer, Secretary and Comptroller through December 31, ~~2011~~ 2012, David H. Ray, Executive Vice President, Director, and ~~continuing~~Co-Treasurer, ~~into~~through November 15, 2012, and Brandon D. Ray, Executive Vice President of Finance and Director, through October 1, 2012. Other key services were provided by four or more, Executive Officers, Directors, consultants and advisors, and various subcontractors, which managed the business of the Company. These include one or more of the following named Officers or Directors, namely, Larry W. Trapp (through November 1, 2011), Executive Vice President, and Director, Mike Trapp, Director. Accordingly, the loss of the services of any key individual or other person or individual filling a key role from time to time could have an effect on the development of the Company’s business. The Company may hire future employees and additional employees not provided through outside consulting firms, and depend on their services, the loss of which may affect the development of the Company’s business and could adversely affect the conduct of our business. The Company has not applied for key-man life insurance and the Company has not obtained insurance covering the possibility that any of its key officers and management personnel might become disabled or otherwise unable to render services to the Company. The success of the Company is also dependent upon its ability to attract, contract with and retain highly qualified technical, managerial and marketing personnel. The Company faces competition for such personnel from other companies, many of which have significantly greater resources than the Company. There can be no assurance that the Company will be able to recruit and retain such personnel.

~~Key management services were provided by outside consulting firms owned by key~~ Officers ~~and/or~~And ~~current~~ Directors, orBeneficially ~~through other outside arrangements Such Officers and Directors include Dennis R. Alexander~~Own, ~~Chairman~~Vote, ~~CEO~~Or ~~and~~Represent ~~CFO,~~Up ~~Melvena~~To ~~Alexander,~~Approximately ~~Co-Treasurer, Secretary and Comptroller, David H~~64.86% ~~Ray,~~Of Executive Vice President, Director, and Co-Treasurer, Brandon D. Ray, Executive Vice President of Finance and Director. Other key services were provided by four or more, Executive Officers, Directors, consultants and advisors, and various subcontractors, which managed the ~~business of the~~ Company. These include one or more of the following named Officers or Directors, namely, Larry W. Trapp (through November 1, 2011), Executive Vice President, and Director, Mike Trapp, Director. Accordingly, the loss of the services of any key individual or other person or individual filling a key role from time to time could have an effect on the development of the Company’s ~~business.~~ ~~The~~Issued ~~Company may hire future employees~~ and ~~additional~~Outstanding ~~employees~~Common ~~not provided through outside consulting firms,~~ and ~~depend on~~Series ~~their~~C ~~services,~~Preferred the loss of which may affect the development of the Company’s business and could adversely affect the conduct of our business. The Company has not applied for key-man life insurance and the Company has not obtained insurance covering the possibility that any of its key officers and management personnel might become disabled or otherwise unable to render services to the Company. The success of the Company is also dependent upon its ability to attract, contract with and retain highly qualified technical, managerial and marketing personnel. The Company faces competition for such personnel from other companies, many of which have significantly greater resources than the Company. There can be no assurance that the Company will be able to recruit and retain such personnel.Stock

~~Officers~~The ~~And~~executive ~~Directors~~officers ~~Beneficially~~and ~~Own~~directors of the Company currently beneficially own, ~~Vote~~vote, Oror ~~Represent Up~~represent Toup ~~Approximately~~to 92approximately 64.1586% Ofof ~~the~~our ~~Company’s~~outstanding ~~Issued~~common ~~and~~stock, ~~Outstanding~~which ~~Common~~includes and voting power through issuance in the aggregate of 1,079,999 shares of our Series C Preferred Stock. As a result these stockholders may, as a practical matter, be able to influence all matters requiring stockholder approval including the election of directors, merger or consolidation and the sale of all or substantially all of our assets. This concentration of ownership may delay, deter or prevent acts that would result in a change of control, which in turn could reduce the market price of our common stock.

The executive officers and directors of the Company currently beneficially own, vote, or represent up to approximately 92.15% of our outstanding common stock, which includes and voting power through issuance in the aggregate of 79,999 shares of our Series C Preferred Stock. As a result these stockholders may, as a practical matter, be able to influence all matters requiring stockholder approval including the election of directors, merger or consolidation and the sale of all or substantially all of our assets. This concentration of ownership may delay, deter or prevent acts that would result in a change of control, which in turn could reduce the market price of our common stock.

Penny Stock As A Risk

Definition And Rule Reference: The Securities and Exchange Commission has adopted Rule 3a51-1 of General Rules and Regulations, Promulgated under the Securities and Exchange Act of 1934, which established the definition of a “penny stock”, for the purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share, or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that broker or dealer approve a person’s account for transactions in penny stocks; and, (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

Future sales of our Shares of Common Stocks in the public market could lower our share price.

We may sell additional Shares of Common Stock in subsequent offerings. We may also issue additional Shares of Common Stock to finance future acquisitions, including acquisitions larger than those we have done in the past. We cannot predict the size of future issuances of our Shares of Common Stock or the effect, if any, that future issuances and sales of our Shares of Common Stock will have on the market price of our Shares of Common Stock. Sales of substantial amounts of Shares of Common Stock, or the perception that such sales could occur, may adversely affect prevailing market prices for our Shares of Common Stock.

Obligations And Contingencies

The Company is liable for future restoration and abandonment costs associated with oil and gas properties owned or newly acquired by the Company. These costs include future site restoration and plugging costs of wells. The cost of future abandonment of producing wells has not been determined the date of this report. Management believes that these costs will not have a material adverse effect upon its financial position or results of operations.

Other

The Company’s corporate parent operations during fiscal year ended ~~2011~~2012 did not retain any employees. Individual consulting firms owned by four key officers/directors along with four or more additional key officers/directors contributing time and effort managed the day-to-day operations of our Company. We have accounting consultants, legal consultants, oil and gas technical team consultants and engineers available for project purposes on a part time basis; one advisor assists us with project evaluations and business development, information and research, technical writing and presentation. The Company will consider full time employees upon sufficient capitalization and cash flow which may include accounting systems and data processing coordinator, oil and gas staff analyst and coordinator, financing officer; assistant to executive officers, and other. Future performance will be substantially dependent on the continued services of management and the ability to retain and motivate them. The loss of the services of any officers or senior managers could affect activities of our business and its operations until additional personnel can be retained and trained to perform some of the management tasks. At the present time the Company does not have long-term employment agreements with any key personnel and does not maintain any life insurance policies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

The Company may participate in the drilling of a well or wells if it is able to successfully acquire attractive oil and gas leases with substantially proven undeveloped reserves, a preferred majority or suitable working interest being available, and can obtain or provide financing or market an interest on terms acceptable to the Company.

Oil and Gas Properties, Leases, and Interests

I Acquisition of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, West Central Texas

On December 22, 2009, the Company through its wholly owned subsidiary Energy Producers, Inc. entered into an Agreement for the Assignment of Interests in Oil and Gas Leases (“Assignment”), with Whitt Oil & Gas, Inc., (“Whitt”) a Texas corporation acquiring 50% working interests and corresponding 32% net revenue interests in oil and gas leases, reserves, and equipment. The leases, equipment, and a turnkey work program relate to three wells located on the leases representing the aggregate total of 240 Acres in Shackelford, Callahan, and Stephens counties, West Central Texas. The program also includes the right but not the obligation to drill four more wells in the future. The acquired leases and the property to which they relate are identified below:

1. That certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee and that certain Oil, Gas and Mineral Lease dated September 17, 2007, by and between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee each covering the following two (2) parcels of land in Callahan County, Texas:

Tract I: Being 40 acres as near as is practicable in the form of a square around the LCS Production of McWhorter #1 well, Callahan County, Texas.

Tract II: Being 40 acres as near as is practicable in the form of a square around the Ratex Energy, Inc. No. 3 Young well, Callahan County, Texas.

2. Those two certain Oil and Gas Leases dated December 18, 2009, by and between Juanita B. Boyett Trust, Jearl Silas Boyett, Executor, Lessor, and Whitt Oil &. Gas, Inc., Lessee, to the extent, and to the extent only, that said lease covers all of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746, Stephens and Shackelford Counties, Texas.

The following wells are located on the leases identified, above:

1.	McWhorter No. Well, Texas Lease I.D. 27348, Callahan County, Texas.

2.	Young No. 3 Well, Texas Lease I.D. 26519, Callahan County, Texas.

3.	Boyett Well, Texas, API #42-417-37567, Shackelford County, Texas.

A mineral interest is the ownership of rights to gas, oil, or other minerals as they naturally occur in place, at or below the surface of a tract of land. Ownership of the minerals carries with it the right to make such reasonable use of the surface as may be necessary to explore for and produce the minerals. Only the mineral owner (or fee owner) may execute an oil or gas lease conveying his interest in a tract of land. Severance: The owner of all rights to a tract of land (vertically or horizontally). In horizontal severance, for example, if he chooses to sell all or part of the mineral rights, two distinct estates are created: the surface rights to the tract of land and the mineral rights to the same tract. The two estates may change hands independently of each other. Severed minerals rights may be restricted as to mineral type, or limited by depth, (in which case the landowner retains the rights to minerals other than those severed, and to depth intervals other than those severed.)

The Company attempts to maintain all of its operating wells in good working condition. Whitt Oil and Gas, Inc. (Whitt) a Texas corporation, and licensed operator, is familiar with the oil and gas business in the area. Whitt will operate the Company’s interests in the properties overseeing production and maintenance activities for its oil wells, equipment and other development activities for the leases.

The Material terms of the Operating Agreement with the Company include:

Whitt is an independent contractor and operates the subject properties on a contract basis pursuant to the AAPL form operating agreement according to our share of Working Interests (50%) with a $350 per producing well per month overhead fee and $250.00 pumper fee per well (presently for 3 wells) respectively plus electricity and other intangible repair items. All other charges whether by Whitt, an affiliate of Whitt or third parties will be the responsibility of the working interest owners of the properties. Whitt will furnish the monthly Lease Operation Expense and various activity reports to the Company’s wholly owned subsidiary Energy Producers, Inc. Upon successful commencement of production, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. Conoco is initially designated as the gatherer for the oil. Whitt is to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), it collects and compiles the Joint Interest Billing (JIB) Statements and prepares certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests.

In 2009 and 2010 rehabilitation and enhancement programs were implemented included well repairs followed by frac treatment for each well, namely the McWhorter No. 1 Well with perforations in the Bend Conglomerate Formation at 4,060 to 4,068 feet, the Young No. 3 Well to produce at 2,530 feet depth in the Palo Pinto Lime, and the Boyett Well, to produce in the Caddo Lime at approximately 3,400 feet. Upon operations concluding the recompletion program it was ultimately determined in the fourth quarter of 2011 that after several attempts of clearing fluid to complete all three wells that the reservoirs were not commercially productive in the zones. The Young #1 remains a good candidate for a salt water disposal well for projects going forward.

For 2012 the Company is now advancing its planning for in-depth technical evaluations to be conducted on the two undeveloped Barnett Shale locations situated on the Boyette lease at the 5,500 ft. depth. Recent successes in the local Barnett wells have encouraged both management and its operator, to advance the timing on the Barnett evaluation. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of two Barnett horizontal wells. There have been recent Barnett wells in the area that have been productive in the oil segment / phase of the Barnett Shale that have justified the seismic study. The onsite seismic work is expected to commence within 90 days. Upon successful seismic testing the estimated costs or Authorization for Expenditure (AFE) for Barnet Horizontal Well program will be approximately $750,000 per each horizontal well considered to be drilled.

Listing for the Equipment items related to the wells on the leases are as follows:

*Recoverable Equipment Inventory

Young Lease (Callahan County)

2 x 210 BBL oil tanks w/connections

1 x 4 x 20’ oil and gas separator

1- American 80 pump jack w/20 hp electric motor

4,000’ D&T-7000# 2 3/8 tubing

4,000’ ¾ rods

4,000’ 4 ½” casing

1-200 bbl open top F.g. water tank

2500’ 2” poly flow line

Well head, I.H. pump, associated equipment

McWhorter Lease (Callahan County)

1-210 bbl oil tank

1-Oilwell 57 pump jack w/20 hp electric motor

4000’ D&T-7000# 2 3/8” tubing

4000’ 3/4” rods

4000’ 4 ½” casing

Well head, D.H. pump, associated equipment

Boyett Lease (Shackelford County)

1-Oilwell 57 pump jack w/20 hp electric motor

3500’ D&T 7000# 2 3/8” tubing

3500’ ¾” rods

3500’ 4 ½” casing

1-210 bbl oil & water tank

Well head, D. H. pump and associated equipment

Allocation of Purchase Price for Whitt Three Well Program /1

Well leases	$	163,500
Well equipment		61,500
	$	225,000

/1 Subject to accumulated depreciation and depletion (see Footnote 7. Fixed Assets –-net) in the notes the consolidated financial statements further listed in this document.

II. (a) Acquisition of 75% Oil and Gas Working Interests in the J.B. Tubb Leasehold Estate/Amoco Crawar Field, Ward County, Texas, and (b) Subsequent Sale of 50% of the Company’s Working Interests

On March 1, 2011 the Company’s through its wholly owned subsidiary Energy Producers, Inc. (“EPI”) acquired all assets of Ginzoil Inc., (“GZI”) a wholly owned subsidiary of Dutchess Private Equities Fund, Ltd., (Investors”) as described in the preliminary Assignment and Bill of Sale and summarily as follows: Under the terms of the agreement, which shall be effective March 1, 2011, EPI acquired a majority 75% Working Interest and 56.25% corresponding Net Revenue Interest in the North 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field and oil and gas interests, including all related assets, fixtures, equipment, three well heads, three well bores, and pro rata oil & gas revenue and reserves for all depths below the surface to 8500 ft. The field is located in the Permian Basin and the Crawar Field in Ward County, Texas (12 miles west of Monahans & 30 miles west of Odessa in West Texas). Included in the transaction, EPI will also acquire 75% Working Interest and 56.25% corresponding Net Revenue Interest in the Highland Production Company No. 2 well-bore located in the South 40 acres of the J.B. Tubb Leasehold Estate/Amoco Crawar field, oil and gas interests, pro rata oil & gas revenues and reserves with depth of ownership 4700 ft. to 4900 ft. As consideration for the transaction the Company agreed to authorize and issue and sell to Investors 2,500 shares of a new, to be authorized, Series D preferred stock to Investors for one thousand dollars ($1,000) per share, or a total in the aggregate stated value of two million five hundred thousand ($2,500,000) dollars.

Pursuant to the SPA each share of Series D Preferred Stock shall be convertible, at the sole option of the Investor or holder thereof, into share(s) of the Corporation’s Common Stock (“Conversion Shares”). The Conversion Formula at the time of any noticed and converted shall mean that the number of Conversion Shares (common stock) to be received by the holder of Series D Preferred Stock in exchange for each share of Series D Preferred Stock that such holder intends to convert pursuant to this provision, where such number of Conversion Shares shall be equal to the greater of the number calculated by dividing the Purchase Commitment per share ($1000) by i) .003 per share, ii) one hundred and ten percent (110%) of the lowest VWAP for the three (3) days immediately preceding a Conversion Date. The Company has agreed to keep a sufficient number of its common shares on hand for future conversions as listed in Section 1 of the SPA. The preferred stock was valued at fair value based on the use of a multinomial lattice model with computed the following assumptions: annual volatility at 238%, 20% of default at maturity, and the holder would convert at 1.5 times the conversion price decreasing as it approaches maturity. The total fair value of these preferred shares was computed to be $2,167,306.

For additional information please see the Section in “The Business” under the sub heading “2011 Work Program and Finance Costs Associated With Our Acquired Oil and Gas Interests in the Texas, J.B. Tubb Leasehold Estate.”

The acquired leases and the property to which they relate are identified below:

North 40 acres: J.B. TUBB “18-1”, being the W1/2 of the NW1/4 of Section 18, Block B-20, Public School Lands, Ward County, Texas, containing Forty (North 40) acres only (also listed as Exhibit “A” to Exhibit 10.1 in our Current Report on Form 8-K filed on March 7, 2011, incorporated herein by reference.

Well-bore loated on South 40 acres: The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas.

The following wells are located on the leases identified, above:

Well No.	API No.
Tubb Well #18-1	API 42-475-34136-0000
Crawar Well No.#1	API 42-475-33523
*Crawar Well No.#2	API 42-475-33611

*Highland Production Company(Crawar) #2 well-bore only, with depth of ownership 4700’ to 4900’ft. in well bore, described as: The Highland Production Company (Crawar) #2 well-bore, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas.

The Company attempts to maintain all of its operating wells in good working condition. Success Oil Co., Inc. (Success) a Texas corporation, and licensed operator, is familiar with the oil and gas business in the area. Success will operate the Company’s interests in the properties overseeing production and maintenance activities for its oil wells, equipment and other development activities for the leases.

The Material terms of the Operating Agreement through July 30, 2012 with the Company include (see update to Operating Agreement later this section):

Success is an independent contractor and operates the subject properties on a contract basis pursuant to the AAPL form operating agreement according to our share of Working Interests (75%) with a $550 per producing well per month overhead fee and $500.00 pumper fee per well (presently for 3 wells) respectively plus electricity, chemical treatment, and other intangible repair items. All other charges whether by Success, an affiliate of Success or third parties will be the responsibility of the working interest owners of the properties. Success will furnish the monthly Lease Operation Expense and various activity reports to the Company’s wholly owned subsidiary Energy Producers, Inc. Upon production being sold, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. Sunoco is initially designated as the gatherer for the oil and Targa Midstream for the natural gas. Success is to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), it collects and compiles the Joint Interest Billing (JIB) Statements and prepares certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests.

Listing for the Equipment items related to the wells on the leases on the J.B. Tubb Leasehold Estate (RRC #33611) Amoco/ Crawar field are as follows:

The following is the current & present equipment list that Energy Producers Inc. will acquire 75% ownership rights, on the J.B. Tubb property: 2 (Two) 500 barrels metal tanks, 1(One) 500 barrel cement salt water tank- (open top), 1 (One) heater treater/oil & gas separator, all flow lines, on the north forty acres, well-heads, 2 (two) Christmas tree valve systems on well-heads, 3 (Three) well heads, three wells (well-bores). Model 320D Pumpjack Serial No. E98371M/456604, One (1) Fiberglass lined heater-treater, One (1) Test pot, Tubing string Rods and down hole pump.

Allocation of Purchase Price for J.B. Tubb Leasehold Estate Working and Corresponding Net Revenue Interests, Amoco/Crawar Field, Ward County, Texas.

	December 31, 2011
Well leases	$	2,053,981
Well property and equipment		113,325
	$	2,167,306

~~Reserves-~~III. ~~Oil~~The Sale and ~~Gas~~Disposition ~~Properties,~~of ~~Leases,~~37.5% Oil and Gas Working Interests ~~Located~~ in ~~Ward,~~the ~~Callahan,~~J.B. ~~Stephens,~~Tubb ~~and~~Leasehold ~~Shakelford~~Estate/Amoco ~~Counties~~Crawar Field, ~~West~~Ward ~~Central~~County, Texas

~~Harper~~On &July ~~Associates~~31, 2012, The Company through our wholly owned subsidiary Energy Producers, Inc. ~~completed~~ (the ~~subject petroleum~~“Company” ~~reserve~~or ~~report~~“EGPI”) onentered ~~April~~into 9,an ~~2012~~Agreement with Mondial Ventures, inInc. ~~preparation~~(“Mondial”) ~~for~~as the USassignee ~~Form~~of ~~10-K~~CUBO ~~for~~Energy ~~Fiscal~~PLC ~~Year~~regarding ~~Ended~~the ~~December~~closing ~~31,~~of ~~2011,~~an toAssignment ~~be filed~~and byBill ~~EGPI~~of ~~Firecreek,~~Sale ~~Inc.~~and Stock Purchase Agreement (“~~EGPI~~SPA”). The ~~evaluated~~interests ~~properties~~acquired ~~are~~from ~~located~~EGPI inwere ~~Shackelford~~part ~~and~~of ~~Ward~~our ~~Counties, Texas. Net~~ oil and gas ~~reserves~~interests ~~herein~~and ~~represent~~various arights ~~100~~held ~~percent~~in ~~portion~~the ofJ.B. ~~EGPI’s~~Tubb ~~total~~Leasehold ~~reserves.~~Estate ~~The~~located ~~reserve estimations~~outside ~~comply~~of ~~with~~Odessa ~~the~~Texas ~~definitions~~in ofWard ~~the~~and UJones County.S. ~~Security~~The ~~Exchange~~Agreement ~~Commission.~~included ~~Reserves~~entering ~~are~~into ~~classified~~a ~~proved~~Participation ~~developed producing~~Agreement (~~“PDP”)~~Turnkey Drilling, ~~behind-pipe~~Re ~~(“PBP”)~~Entry, and ~~undeveloped~~Multiple ~~(“PUD”~~Wells). ~~Proved~~granting ~~reserves~~certain ~~are~~rights ~~those reported~~in ~~where~~and to interests for additional development on the ~~level~~J.B. ofTubb ~~certainty~~Leasehold isEstate. The atCompany ~~least~~presently 90owns ~~percent~~37.5% ~~probable~~working ~~that~~interest ~~the~~("WI"), ~~quantities~~28.125% ~~actually~~net ~~recovered~~revenue ~~will~~interest ~~equal~~("NRI") ~~or exceed~~in the ~~estimates.~~oil ~~Also~~and ~~considered~~gas ~~are~~interests, ~~probable~~and ~~undeveloped~~pro ~~(“PbUD”)~~rata ~~reserves.~~oil ~~Probable~~& ~~reserves~~gas ~~are~~revenue ~~those reported~~and ~~where~~reserves ~~the~~for ~~level~~all ofdepths ~~certainty~~below isthe surface to at least 508500 ~~percent~~ft. ~~probable~~including ~~and~~all ~~that~~related ~~the~~assets, ~~quantities~~fixtures, ~~actually~~equipment, ~~recovered~~three ~~will~~well ~~equal or~~heads ~~exceed~~and ~~the~~three ~~estimates~~well ~~reserves~~bores. ~~Proved~~The field is located in the Permian Basin and ~~probable~~the ~~quantities~~Crawar ~~were~~Field, ~~determined~~directly ~~using~~adjacent ~~all~~to ~~geologic~~property ~~and~~operated ~~engineering~~by ~~methods and~~Chevron ~~procedures~~Corporation asin ~~considered~~Ward ~~necessary~~County, ~~under~~Texas ~~the~~(12 ~~circumstances~~miles tosoutheast ~~prepare~~of ~~the~~Monahans ~~report~~and 30 miles west of Odessa in West Texas).

For additional information please see the Section in “The Business” under the sub heading “2012 Work Program Costs Associated With Our Oil and Gas Interests After Sale of 37.5% Working Interests and Other Rights in the Texas, J.B. Tubb Leasehold Estate.”

The acquired leases and the property to which they relate are identified below:

The following wells are located on the leases identified, above:

Well No.	API No.
Tubb Well #18-1	API 42-475-34136-0000
Crawar Well No.#1	API 42-475-33523
*Crawar Well No.#2	API 42-475-33611

*Highland Production Company(Crawar) #2 well-bore only, with depth of ownership 4700’ to 4900’ft. in well bore, and 3800’ to 4,000’ in well bore, described as: The Highland Production Company (Crawar) #2 well-bore, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas.

The Material terms of the Operating Agreement as of July 31, 2013 with the Company include:

Success is an independent contractor and operates the subject properties on a contract basis pursuant to the AAPL form operating agreement according to our share of Working Interests (37.5%) with a $225 for our share per producing well per month overhead fee and $250.00 pumper fee per our share per well (presently for 3 wells) respectively plus electricity, chemical treatment, and other intangible repair items. All other charges whether by Success, an affiliate of Success or third parties will be the responsibility of the working interest owners of the properties. Success will furnish the monthly Lease Operation Expense and various activity reports to the Company’s wholly owned subsidiary Energy Producers, Inc. Upon production being sold, run checks (payments) expected from future sales of oil and gas are to be sent to the operator from the purchasers for oil and gas produced. Sunoco is initially designated as the gatherer for the oil and Targa Midstream for the natural gas. Success is to administrate monthly activities, and after payment of management, consulting, and lease-operating expenses (LOE’s), it collects and compiles the Joint Interest Billing (JIB) Statements and prepares certain reports and financial statements related to production income and expenses for monthly delivery to Company’s accounting for compilation along with its share of the payment to be received according to its interests.

Listing for the Equipment items related to the wells on the leases on the J.B. Tubb Leasehold Estate (RRC #33611) Amoco/ Crawar field are as follows:

Allocation of Purchase Price for J.B. Tubb Leasehold Estate Working and Corresponding Net Revenue Interests, Amoco/Crawar Field, Ward County, Texas.

	December 31, 2012
Well leases	$	1,066,895
Well property and equipment		83,105
	$	1,150,000

AReserves- ~~summary~~Oil ofand ~~our~~Gas ~~conclusion~~Properties, ~~with~~Leases, ~~respect to EPGI net reserves~~ and ~~cumulative~~Interests ~~future~~Located ~~cash~~in ~~flow~~Ward, ~~(before~~Callahan, ~~U.S. federal income tax)~~Stephens, ~~undiscounted~~ and ~~discounted~~Shakelford atCounties, ~~10%~~West ~~percent~~Central ~~per year is as follows:~~Texas

Harper & Associates, Inc. completed the subject petroleum reserve report on May 1, 2013, in preparation for the US Form 10-K for Fiscal Year Ended December 31, 2012, to be filed by EGPI Firecreek, Inc. (“EGPI”). The evaluated properties are located in Shackelford and Ward Counties, Texas. Net oil and gas reserves herein represent a 100 percent portion of EGPI’s total reserves. The reserve estimations comply with the definitions of the U.S. Security Exchange Commission. Reserves are classified proved developed producing (“PDP”), behind-pipe (“PBP”) and undeveloped (“PUD”). Proved reserves are those reported where the level of certainty is at least 90 percent probable that the quantities actually recovered will equal or exceed the estimates. Also considered are probable undeveloped (“PbUD”) reserves. Probable reserves are those reported where the level of certainty is at least 50 percent probable and that the quantities actually recovered will equal or exceed the estimates reserves. Proved and probable quantities were determined using all geologic and engineering methods and procedures as considered necessary under the circumstances to prepare the report.

A summary of our conclusion with respect to EGPI net reserves and cumulative future cash flow (before U.S. federal income tax), undiscounted and discounted at 10% percent per year is as follows:

RESERVE SUMMARY

PDP

PBP

PUD

PbUD

TOTAL, P1+P2

Well Completions

1215

Net Oil, Bbls.

35,~~461~~462

32,~~509~~539

~~250~~173,~~731~~595

36,581

~~294~~218,~~282~~177

Net Gas, MCF

2423,~~446~~126

168,~~861~~039

1,~~625~~528,~~822~~542

1,~~667~~559,~~129~~707

Revenue *($)

Oil

~~284~~439,~~252~~677

~~288~~22,~~143~~455

2013,~~587~~974,~~529~~802

32,~~003~~944,~~810~~846

2417,~~163~~563,~~734~~640

Gas

~~110~~64,~~462~~602

76,187

74,~~346~~270,~~723~~182

74,~~533~~357,~~372~~239

Total

~~394~~504,~~714~~279

~~364~~226,~~330~~700

2718,~~934~~244,~~252~~984

32,~~003~~944,~~810~~846

3121,~~497~~920,~~106~~879

Operating Expense ($)

~~204~~330,~~576~~152

~~196~~148,~~442~~603

42,~~482~~640,~~172~~717

816,000

53,~~699~~935,~~190~~472

Investments ($)

1544,~~000~~062

85,~~100~~635,~~000~~875

~~750~~825,000

86,~~865~~504,~~000~~937

Future Cum Net Income ($)

~~190~~174,~~137~~126

~~152~~34,~~889~~105

159,~~352~~968,~~080~~392

1,~~437~~303,~~810~~846

1711,~~132~~480,~~916~~469

Future Cum Net Income @ 10% DF ($)

~~174~~136,~~015~~931

~~121~~25,~~773~~334

63,~~908~~586,~~982~~849

~~567~~471,~~145~~035

74,~~771~~220,~~915~~149

Reserves and economic results for each reserve class are attached, along with a one-line summary. Individual well reserves are presented herein.

*Revenue is net of severance and ad valorem taxes.

ECONOMIC DISCLOSURES

All assumptions, lease descriptions and holdings, ownership, historical prices, operating lease cost, well planned investments and past production were appropriately presented by the Company. Interests were accepted as represented.

Price Parameters. ~~EGPI~~The Company’s 12-month average oil price is $9188.5445 and benchmark price is $94.5571 per barrel of oil. ~~EGPI~~The Company’s 12-month average gas price is $3.15 and benchmark price is $2.75 per MCF of gas. Oil and gas revenue for a lease is based on the average of the monthly 2012 prices. Prices are not escalated. BTU content, fuel and shrinkage for gas production and the quality of oil production are considered.

12-month average gas price is $5.31 and benchmark price is $4.38 per MCF of gas. Oil and gas revenue for a lease is based on the average of the monthly 2011 prices. Prices are not escalated. BTU content, fuel and shrinkage for gas production and the quality of oil production are considered.

Cost Parameters. Well operating expenses are based on the knowledge and experience of our staff in the oil and gas operations of the subject counties. Expenses are recurring monthly values including G&A. Operating expenses and investments are not escalated. Production severance and ad valorem taxes are deducted from revenue.

Discount Factors. Discount factors are calculated at mid-year, compounded annually, and applied to yearly lump sum revenues, expenses and investments.

RESERVE DISCLOSURES

Reserve Estimation Uncertainties. The determination of the reserves is based on a petroleum engineering evaluation, supported by an independent geologic interpretation that involved direct and indirect characterization and estimates of reservoir properties. These properties are derived from data available at the time of preparation. One should not construe that the reserve quantities are exact. As additional data becomes available or well operating conditions change, the likely oil, condensate or gas recovery of a reservoir may change, and consequently reserve quantities change.

Regulation Effects. Reserves are based on the monthly quantities that can be produced above a lease economic limit, i.e. the “costs” attributed to a lease in the operation of the downhole and surface equipment. Regulations of government agencies that increase those “costs” will cause a reserve reduction. Possible changes to the current government regulations are not considered in the economic limits herein.

Reserve Evaluation Usage. Reserve estimates compile with the definitions of the U. S. Security Exchange Commission (“SEC”). The reserves and dollars reported herein are not determined for the following purposes: 1) litigation, 2) loan basis, and 3) market value estimate.

There are numerous uncertainties inherent in estimating quantities of proved reserves. The reserves and reservoir predictions are estimates only. There are numerous uncertainties in the estimation of interpretation parameters, including factors such as product prices, product demand, subsurface heterogeneities, and other variables, that are beyond the control of the authors of the report as well as the owners of the subject properties. The estimates in the appraisal are based on various assumptions relating to rates of future production, timing and amount of development expenditures, oil and gas prices, and the results of planned development work. Actual future production rates and volumes, revenues, taxes, operating expenses, development expenditures, and quantities of recoverable oil and gas reserves may vary substantially from those assumed in the estimates. Any significant change in these assumptions, including changes that result from variances between projected and actual results, could materially and adversely affect future reserve estimates. In addition, such reserves may be subject to downward or upward revision based upon production history, results of future development, prevailing oil prices, and other factors.

Reservoir engineering and geological interpretation are a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate, performance prediction, or geological analysis is a function of the quality of the available data and of engineering and geological interpretation and judgment. In addition, the impacts of various drilling, completion, and production practices on productivity can be estimated but not fully defined or quantified. As a result, estimates and analyses by different engineers and geoscientists may vary.

Wells And Acreage

In the oil and gas industry and as used herein, the word “gross” well or acre is a well or acre in which a working interest is owned; the number of gross wells is the total number of wells in which a working interest is owned. A “net” well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one. The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres.

Set forth below is information respecting the developed and undeveloped acreage owned by the Company in Ward, Callahan, Stephens and Shackelford Counties, Texas, as of December 31, 2011.

	Developed Acreage				Undeveloped Acreage
	Gross		Net		Gross		Net
Callahan County		80		25.660		-0-		-0-
Stephens and Shackelford Counties		40		12.880		120		38.4
Ward County		40		2211.525		~~-0-~~40		~~-0-~~12.4
Total		120		6049.965		120		3850.48

Our Corporate offices are located in Scottsdale, Arizona, and our wholly-owned subsidiary Firecreek Petroleum, maintained an office in Fort Worth, Texas, but moved its operations primarily to Scottsdale, Arizona during second quarter of operations in 2006. Please see also “Certain Relationships and Related Transactions” for further discussion.

~~The~~As ~~Chief~~of ~~Executive~~June ~~Officer~~1, of2009 the Company’s ~~provided~~operations ~~corporate office~~for ~~space~~Energy ~~through~~Producers, ~~May~~Inc. ~~31,~~are ~~2009~~located at no6564 ~~charge.~~Smoke ~~There~~Tree isLane, aScottsdale, ~~lease~~Arizona ~~agreement~~85253. inThe ~~place~~Secretary, ~~for~~Comptroller, ~~lease~~and shareholder of the ~~space~~Company ~~beginning~~provides ~~June~~approximately 1431 square feet being utilized for the Company charging $1,400 ~~2009~~ a month on a ~~one~~contracted ~~year~~basis through December 31, ~~renewable~~2012 ~~annually~~and ~~contract.~~$2,000 ~~The~~a ~~lease~~month ~~has~~as ~~been~~of January 1, 2013 forward renewed asthrough the CEO and shareholder of the Company. Prior to June 1, ~~2011~~2009, ~~for~~the anCEO ~~additional~~and ~~year~~shareholder of the Company provided corporate office space through May 31, 2009 at no charge. $1In the event that our facilities in Scottsdale should,~~400~~ isfor ~~paid monthly~~any reason, become unavailable, we believe that alternative facilities are available at competitive rates. Please see “Certain Relationships and Related Transactions” for further discussion.

Exploration and Production

The Company, in addition to its present plans contemplated for the ~~Whitt Oil and Gas, Inc~~J.B. ~~three~~Tubb ~~well~~Leasehold ~~program~~Estate ~~including~~we ~~first~~are ~~right~~working to ~~drill four wells, are to~~ successfully acquire attractive oil and gas leases with substantially proven undeveloped reserves,. aThis ~~preferred~~envisions having a majority, or suitable working interest being available, and that can ~~obtain~~be orobtained ~~provide~~on financing or market an ~~interest~~interestf on terms that are feasible and acceptable to the Company.

Properties and Equipment-M3 Lighting, Inc. (M3), a Wholly Owned Subsidiary of the Company

As of June 1, 2009 the Company’s Southwest Parent headquarters and operations for Energy Producers, Inc. are located at 6564 Smoke Tree Lane, Scottsdale, Arizona 85253. The Secretary, Comptroller, and shareholder of the Company provides approximately 1431 square feet being utilized for the Company charging $1,400 a month on a contracted basis. Prior to June 1, 2009, the Chief Executive Officer and shareholder of the Company provided corporate office space through May 31, 2009 at no charge. In the event that our facilities in Scottsdale should, for any reason, become unavailable, we believe that alternative facilities are available at competitive rates. Please see “Certain Relationships and Related Transactions” for further discussion.

As discussed in the section on the Business, the Company is in preparation to contract for a 3-D Seismic contract covering the Boyette property in Shackelford County, Texas. The seismic study will focus on specific Barnett Shale formation characteristics that will assist in the drilling of one and possibly two Barnett horizontal wells or an equivalent of up to eight vertical wells on the Boyette lease at a proposed initial depth of approximately 5,200’ to 5,500’ feet. We are targeting the oil segment or phase of the Barnett Shale and have justified the seismic study. The onsite seismic work is expected to commence as soon as practicable.

Properties and Equipment-M3 Lighting, Inc. (M3), a Wholly Owned Subsidiary of the Company

As of May 22, 2009 through February 2011 our headquarters for the Company’s Eastern based operations and M3 were located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326,.The space was provided free of charge for all of 2010 and the two months of 2011 and as a result, no fees were paid. Please see “Certain Relationships and Related Transactions” for further discussion.

Property and Equipment-South Atlantic Traffic Corporation, (SATCO), a Wholly Owned Subsidiary of the Company

SATCO headquarters were located at 3400 Peachtree Road, Suite 111 Atlanta, Georgia 30326, with additional satellite offices in offices in Cocoa, FL / Englewood, FL / Woodstock, GA / Charlotte, NC and Fayetteville NC. The Georgia and North Carolina offices were closed during the year 2010. A Florida office was closed in January 2011. The Company had non-cancelable operating leases, primarily for remaining office space and certain office equipment. The operating leases generally contain renewal options for periods ranging from three months to two years and require the Company to pay all executory costs such as maintenance and insurance. Rental expense for operating leases was approximately $68,728, $39,755 and $0 the years ended December 31, 2009, 2010 and 2011, respectively. The leases have been settled and terminated as of December 31, 2010.

Please see also “Certain Relationships and Related Transactions” for further discussion.

ITEM 3. LEGAL PROCEEDINGS

AsThe ofCompany ~~the~~is ~~date~~subject ~~hereof,~~to ~~there~~various ~~are~~claims noand ~~material~~ legal proceedings ~~threatened~~ ~~against~~covering ~~us.~~a Inwide range of matters that arise in the ordinary course of ~~our~~its business weactivities. Management believes that any liability that may ~~become~~ultimately ~~subject~~result tofrom ~~litigation~~the ~~regarding~~resolution ~~our~~of ~~products~~these ormatters ~~our compliance~~will ~~with~~not ~~applicable~~have ~~laws,~~a ~~rules,~~material ~~and~~adverse ~~regulations~~effect on the financial condition or results of operations of the Company.

In ~~April~~October 2010 ~~the~~we ~~SATCO,~~received anotice ~~wholly~~of ~~owned~~a ~~subsidiary~~lawsuit offiled against the Company by St. George Investments, ~~received~~ aLLC ~~lawsuit~~relating ~~whereas~~to ~~Acuity~~certain ~~Brands~~Agreements ~~Lighting~~entered on January 15th, 2010 by EGPI Firecreek Inc. ~~(“Acuity”~~and St. George Investments LLC which include: i) isNote ~~seeking~~Purchase aAgreement, ~~judgment~~ii) toConvertible ~~collect~~Promissory ~~amounts~~Note, ~~owed~~iii) ~~to Acuity~~Judgment by ~~SATCO~~Confession and iv) Registration Rights Agreement. ~~Jesse~~St. ~~Joyner~~George Investments LLC believes that EGPI Firecreek is in breach of terms agreed upon pursuant to the aforementioned agreements and sought damages totaling $262,585 ~~James~~(includes ~~Stewart~~principal, ~~Hall~~interest and ~~Michael~~all ~~Hunter~~penalties/fees ~~were~~pursuant ~~also~~to ~~named~~plaintiff's oninitial disclosures dated 3/28/11). In July 2011, the ~~lawsuit~~Company asand ~~each~~St. ofGeorge Investments LLC entered into a settlement agreement where the ~~previous~~Company ~~owners~~ agreed to pay $202,000 on various payment terms beginning with $10,000 on signing of ~~SATCO~~agreement, ~~had~~followed ~~personal~~by ~~guarantees~~five ~~contained~~payments beginning August through December 2011, and thereafter payments for 18 months in the ~~agreement~~amount ~~between~~of ~~Acuity~~$6,158. St. George now claims EGPI defaulted on the payment schedule and ~~SATCO~~entered a Confession of Judgment. ~~The~~On ~~previous~~September ~~owners~~23, of2011, ~~SATCO~~EGPI ~~were~~Firecreek, ~~indemnified for~~Inc. ~~the~~received ~~personal~~notice ~~guarantees~~that inSt. ~~the~~George ~~Stock~~Investments ~~Purchase~~LLC ~~Agreement~~had ~~between~~filed a second lawsuit arising out of the same claims. The Company is moving to set aside the Confession of Judgment on this basis and ~~SATCO~~is answering and vigorously defending the second lawsuit. OnAs ~~August~~of 24January 31, ~~2010~~2012, the Company entered into a ~~default~~Settlement ~~judgment was~~Agreement ~~awarded~~with St. George Investments, LLC whereas among other terms due the Company agreed to ~~Acuity~~two principal options for settlement with summary terms as follows: 1. A settlement payment in the total aggregate amount of $~~182~~200,~~608.~~000 ~~Since~~with ~~the~~$20,000 ~~date~~due ofJanuary ~~the~~21, ~~default judgment~~2012, and $6110,~~554~~000 ~~has~~per ~~gone~~month ~~towards~~thereafter on the 21st of each month thereafter going forward until paid or 2. A payment balloon of $100,000 paid by April 21, 2012 less $30,000 in payments as credited or $70,000 total upon which the ~~judgment.~~Company ~~SATCO~~or ~~was~~its ~~sold~~parties shall have no further obligation to ~~Distressed~~make ~~Asset~~settlement ~~Acquisitions~~payments or pay any other amounts to St. George Investments, ~~Inc~~LLC thereafter. The Company having negotiated settlement payment is current in ~~March~~its payment through October 21, 2012. ~~Any~~in accordance with recent modifications to forbearance agreements (for the August payment) having negotiated a stock payment for June and ~~all~~July ~~liabilities~~2012 ~~associated~~and recently for August 2012. The Company did not timely make its August 2012 payment but has been in communication with ~~SATCO were~~St. ~~sold~~George Investments, LLC as to its current position with both parties now agreed to a current status based on resumption of payments due for August 2012 by resuming payments on May 31, 2013. The entire amount owed is accrued in notes payable in the ~~transaction~~financial statements.

In ~~May~~November 2010, ~~SATCO~~EGPI Firecreek Inc and South Atlantic Traffic Corp., a former wholly owned subsidiary of the Company, received a lawsuit ~~whereas~~from ~~Targetti~~two ~~Poulsen~~of ~~USA~~the ~~Inc.~~former ~~(“Poulsen”)~~owners isof ~~seeking~~SATCO, aMr. ~~judgment~~Jesse toJoyner ~~collect~~and ~~amounts~~Mr. ~~owed~~James toStewart ~~Poulsen by~~Hall. ~~SATCO~~Mr. ~~Southeast~~Joyner ~~Underground~~and ~~Utilities Corp~~Mr. ~~(“SE~~Hall ~~Underground”)~~have ~~was~~subsequently ~~also~~resigned ~~named~~from ontheir positions with the ~~lawsuit~~company. asOn SEDecember ~~Underground is~~17, a2010, ~~customer~~EGPI ofFirecreek ~~SATCO~~Inc. ~~and~~filed ~~had~~its ~~failed~~answer to ~~pay~~the ~~SATCO~~claim ~~for~~and ~~materials~~filed ~~ordered~~a ~~from~~counterclaim ~~Poulsen~~against Mr. OnJoyner and Mr. Hall. As of August ~~16th~~2011 and through April 2012, ~~2010~~the aCompany ~~default~~is in settlement negotiations and ~~final judgment~~believes ~~was~~the ~~awarded~~matter towill ~~Targetti~~be ~~Poulsen~~resolved infor less than the amount ofcurrently ~~$266~~accrued and included in notes payable and accrued interest,~~190~~ which are the subject of the lawsuit. SATCO was sold to Distressed Asset Acquisitions, Inc. in March 2012. ~~Any~~As of July 2012 the case has been settled for $177,000 on scheduled payments over three years. The Company has made seven payments of just under $5,000 each, is current through January 2013 and ~~all~~due ~~liabilities~~for ~~associated~~February ~~with~~and ~~SATCO~~March ~~were~~2013, ~~sold~~and inhas ~~the~~negotiated ~~transaction~~to bring current on two payments due May 8, 2013.

In July 2010 SATCO, a wholly owned subsidiary of the Company, received a lawsuit notice on behalf of our SATCO subsidiary whereas Pelco Products, Inc. (“Pelco”) is seeking a judgment to collect amounts owed it from SATCO in the total aggregate amount of $26,229, and subsequent thereto a Default Journal Entry of Judgment was filed on September 3, 2010. SATCO was sold to Distressed Asset Acquisitions, Inc. in March 2012. Any and all liabilities associated with SATCO were sold in the transaction.

In August 2010 the Company received a lawsuit notice on behalf of our former SATCO subsidiary whereas Bison Profab, Inc. (“BPI”) is seeking a judgment to collect amounts owed it from SATCO. On October 12, 2010 BPI filed a motion for a No-Answer Default Judgment on SATCO and the Company for failure to answer in the amount of approximately $27,710. On November 29, 2010 EGPI Firecreek, Inc., along with its former wholly-owned subsidiary South Atlantic Traffic Corp., engaged legal counsel located in Texas to begin negotiations for a settlement in this matter. In January 2011, a settlement was reached between the parties whereas monthly payments of $3,333 are to be made to BPI to payoff the remaining balance owed. The final payment for this settlement was made by EGPI Firecreek, Inc. to BPI on September 26th, 2011. There are no balances left owed related to this settlement.

In ~~October~~December 2010 wethe Company received ~~notice of~~ a lawsuit ~~filed~~notice ~~against the Company by St. George Investments LLC relating to certain Agreements entered~~ on ~~January~~behalf ~~15th,~~of ~~2010~~our byformer ~~EGPI~~Terra ~~Firecreek~~Telecom ~~Inc. and St. George Investments LLC which include: i~~(“Terra”) ~~Note~~subsidiary ~~Purchase~~from ~~Agreement,~~Source ~~ii)~~Capital ~~Convertible~~Group ~~Promissory~~Inc ~~Note, iii~~(“Source”) ~~Judgment~~seeking bya ~~Confession and~~judgment ~~iv)~~for ~~Registration~~amounts ~~Rights~~allegedly ~~Agreement.~~owed ~~St.~~it ~~George~~from ~~Investments~~Terra ~~LLC believes that EGPI Firecreek is~~ in ~~breach of terms agreed upon pursuant to~~ the ~~aforementioned~~total ~~agreements~~aggregate ~~and~~amount ~~sought~~of ~~damages totaling~~ $~~262~~81,~~585~~492 ~~(includes~~plus ~~principal,~~pre ~~interest~~ and ~~all~~post ~~penalties/fees pursuant~~judgment ~~to plaintiff's initial disclosures dated 3/28/11)~~interest. In ~~July~~June 2011, the Company ~~and~~filed ~~St. George Investments LLC entered into~~ a ~~settlement~~motion ~~agreement where the Company agreed~~ to ~~pay~~dismiss ~~$202,000~~for onlack ~~various~~of ~~payment~~personal ~~terms~~jurisdiction. ~~beginning with $10~~Additionally,~~000~~ onthe ~~signing~~Company ofalso ~~agreement, followed~~filed bya ~~five~~motion ~~payments~~to ~~beginning~~dismiss ~~August through December 2011, and thereafter payments~~ for 18Sources’ ~~months~~failure into ~~the~~state ~~amount~~a ~~of $6,158~~claim. ~~St.~~ ~~George~~In ~~now~~response ~~claims~~to ~~EGPI~~that ~~defaulted~~motion, onSource ~~the~~has ~~payment~~now, ~~schedule~~as ~~and~~of ~~entered~~July, a2011, ~~Confession~~dismissed ofits ~~Judgment~~assumption argument. On ~~September~~October 2314th, 2011, EGPI Firecreek, Inc. received notice ~~that~~from ~~St.~~Source ~~George~~Capital’s ~~Investments~~legal ~~LLC~~representation ~~had~~that ~~filed~~they awere ~~second~~seeking ~~lawsuit arising out of the same claims. The Company is moving~~ to ~~set~~withdrawal ~~aside~~as ~~the~~counsel ~~Confession~~for ofplaintiffs ~~Judgment~~in on this ~~basis and is answering and vigorously defending the second lawsuit~~matter. As ofThe ~~January 31, 2012, the~~ Company ~~entered~~believes ~~into~~that athis ~~Settlement~~development ~~Agreement~~ with ~~St.~~further ~~George~~strengthen ~~Investments,~~our ~~LLC~~position ~~whereas among other terms due the Company agreed to two principal options for settlement with summary terms as follows: 1. A settlement payment~~ in ~~the~~defense ~~total aggregate amount~~ of ~~$200,000~~this ~~with~~matter ~~$20,000 due January 21, 2012,~~ and ~~$10,000~~will ~~per~~ultimately ~~month~~result ~~thereafter~~in on the ~~21st~~granting of ~~each month~~our ~~thereafter~~pending ~~going~~motions ~~forward~~to ~~until paid or 2~~dismiss. AAs ~~payment balloon~~ of ~~$100,000 paid by~~ April ~~21,~~2013 ~~2012~~there ~~less~~has ~~$30,000~~been inno ~~payments~~communications ~~as credited~~received ~~or $70,000 total upon which the Company or its parties shall have no~~ further ~~obligation to make settlement payments or pay any other amounts to St. George Investments, LLC thereafter. The Company is current~~ in ~~its~~this ~~payment through April 20, 2012~~matter. ~~The entire amount owed is accrued in notes payable in the financial statements.~~

In ~~November~~February ~~2010,~~2011 ~~EGPI Firecreek Inc and South Atlantic Traffic Corp., a former wholly owned subsidiary of~~ the Company, received a lawsuit ~~from~~notice ~~two~~on ofbehalf ~~the former owners~~ of ~~SATCO,~~our ~~Mr.~~Terra ~~Jesse~~Telecom ~~Joyner and~~(“Terra”) ~~Mr.~~subsidiary ~~James~~from ~~Stewart~~Nu-Horizons ~~Hall.~~Electronics ~~Mr.~~(“Nu-Horizons”) ~~Joyner~~seeking ~~and~~judgment ~~Mr.~~for ~~Hall~~amounts ~~have~~allegedly ~~subsequently~~owed ~~resigned~~it from ~~their~~Terra ~~positions~~in ~~with~~ the ~~company.~~total Onaggregate ~~December 17,~~amount ~~2010,~~of ~~EGPI Firecreek Inc~~$196,620. ~~filed~~The ~~its~~Company ~~answer~~believes tothat ~~the~~it ~~claim~~is ~~and~~not ~~filed~~liable, ~~a counterclaim against Mr. Joyner~~ and ~~Mr.~~intends ~~Hall.~~to Asfile ofappeal ~~August 2011~~to ~~and~~remove ~~through~~it ~~April~~from ~~2012,~~ the ~~Company~~motion isfor injudgment. ~~settlement~~The ~~negotiations~~Company ~~and believes the matter~~ will bevigorously ~~resolved~~defend ~~for~~its ~~less~~position. ~~than~~As ~~the amount~~of ~~currently~~April ~~accrued and included in notes payable and accrued interest~~2013, ~~which~~the ~~are~~Company ~~the~~has ~~subject~~not ofreceived ~~the~~further ~~lawsuit.~~communications ~~SATCO~~with ~~was~~respect ~~sold~~ to ~~Distressed Asset Acquisitions, Inc~~Nu-Horizons. ~~in March 2012.~~

In ~~December~~May ~~2010~~2011 the Company received a lawsuit ~~notice~~by onEdelweiss ~~behalf of~~Enterprises ~~our~~Inc. ~~former~~dba ~~Terra~~The ~~Telecom~~Small ~~(“Terra”)~~Business ~~subsidiary~~Money ~~from~~Store ~~Source Capital Group Inc~~ (“~~Source~~SMBS”) seeking a judgment ~~for~~ to collect amounts allegedly owed it ~~from~~relating ~~Terra~~to inan ~~the~~account ~~total~~receivable ~~aggregate~~factoring ~~amount of $81~~agreement,~~492~~ ~~plus~~to ~~pre~~the ~~and~~former ~~post~~subsidiary ~~judgment interest. In June 2011~~SATCO, in the ~~Company~~total ~~filed~~aggregate aamount ~~motion to dismiss for lack~~ of ~~personal jurisdiction~~$48,032. ~~Additionally,~~The ~~the~~ Company ~~also~~believes ~~filed~~that ait ~~motion~~is ~~to dismiss~~not ~~for~~liable, ~~Sources’~~and ~~failure~~will tovigorously ~~state~~defend aits ~~claim~~position. In ~~response~~July to2012 ~~that~~the ~~motion,~~Company ~~Source~~attended ~~has~~an ~~now,~~arbitration ashearing ofand ~~July,~~in ~~2011,~~August ~~dismissed~~was ~~its assumption~~awarded ~~argument.~~a Ondismissal ~~October~~of ~~14th,~~the ~~2011,~~case ~~EGPI~~by ~~Firecreek~~the ~~Inc~~Arbitrator. ~~received~~The ~~notice~~Plaintiff ~~from~~then ~~Source~~appealed ~~Capital’s~~and ~~legal~~since ~~representation that~~the ~~they~~appeal ~~were~~the ~~seeking~~matter tohas ~~withdrawal~~been assettled ~~counsel~~and dismissed for ~~plaintiffs~~a inpayment ~~this~~of ~~matter.~~$5,000 ~~The~~cash ~~Company~~and ~~believes~~275,000 ~~that~~shares ~~this~~of ~~development~~the ~~with further~~Company’s ~~strengthen~~restricted ~~our~~common ~~position~~stock, inwhich ~~defense~~both ofhave ~~this~~been ~~matter~~tendered ~~and~~as ~~will~~of ~~ultimately result in~~ the ~~granting~~date of ~~our~~this ~~pending motions to dismiss~~filing.

In February 2011 the Company received a lawsuit notice on behalf of our Terra Telecom (“Terra”) subsidiary from Nu-Horizons Electronics (“Nu-Horizons”) seeking judgment for amounts allegedly owed it from Terra in the total aggregate amount of $196,620. The Company believes that it is not liable, and intends to file appeal to remove it from the motion for judgment. The Company will vigorously defend its position. As of April 2012, the Company has not received further communications with respect to Nu-Horizons.

In May 2011 the Company received a lawsuit by Edelweiss Enterprises Inc. dba The Small Business Money Store (“SMBS”) seeking a judgment to collect amounts allegedly owed it relating to an account receivable factoring agreement, to the former subsidiary SATCO, in the total aggregate amount of $48,032. The Company believes that it is not liable, and will vigorously defend its position and which position has not changed through April 2012.

In August 2011, the Company received a lawsuit notice on behalf of our wholly owned subsidiary Energy Ventures One Inc whereas Contegra Construction Company LLC (“CCC”) is seeking a judgment to collect amounts owed it relating to a promissory note in the amount of $157,767, which includes interest and late fees. The amount is recorded as a liability in the financial statements.

In August 2011, the Company received a lawsuit notice on behalf of itself and our wholly owned subsidiary Energy Ventures One Inc. and Arctic Solar, LLC by Masters Equipment Services, Inc. (“Masters”) seeking a judgment to collect amounts allegedly owed it relating to a promissory note in the amount of $110,153, including interest and late fees. The Company is one of several parties named in the proceeding and is prepared to vigorously defend its position. In July 2012, the Company negotiated a settlement of this case for $22,000 at the rate of $2,000 per month beginning October 2012. The promissory note is recorded as a liability in the financial statements. The Company has made its first payment of $2,000 and is current at September 30, 2012 but has fallen behind in payments since, and will attempt to resume as soon as practicable.

In ~~February~~January, 2012 ~~the~~a ~~Company~~lawsuit ~~received~~was afiled ~~lawsuit~~in ~~notice~~the onMiddlesex ~~behalf of~~County, ~~itself~~Massachusetts bySuperior ~~Morrell~~Court ~~Saffa~~by ~~Craige~~Joshua White, PCagainst ~~(“Morrell”)~~Terra ~~seeking~~Telecom and the ~~recovery~~Company. Mr. White was a former employee of ~~legal~~Terra ~~fees~~Telecom inand not the ~~approximate~~Company. ~~sum~~Mr. ofWhite ~~$25,000.00 owed~~alleges the Company should be liable to him for the ~~Plaintiff~~acts inof ~~connection~~Terra ~~with~~Telecom. ~~its~~A ~~successful~~Motion ~~defense~~to Dismiss has been filed for lack of ajurisdiction ~~lawsuit~~on ~~styled~~behalf ~~Thermo~~of ~~Credit~~the Company, ~~LLC~~which v.the ~~EGPI,~~Company etbelieves alwill be granted. ~~The~~In ~~Company owes~~any event the ~~above~~Company ~~fees~~believes it has no liability and ~~intends~~will ondefend ~~paying~~vigorously if, for some reason, the ~~bill~~Motion into ~~full~~Dismiss is not granted. The ~~amount~~Company issold ~~recorded~~its interest in Terra Telecom in March of 2011. On August 3, 2012 the ~~financial~~Motion ~~statements~~to inDismiss ~~accounts~~was ~~payable~~granted by the Justice of the Superior Court.

31In February 2012 the Company received a lawsuit notice on behalf of itself by Morrell Saffa Craige, PC (“Morrell”) seeking the recovery of legal fees in the approximate sum of $25,000 owed to the Plaintiff in connection with its successful defense of a lawsuit styled Thermo Credit, LLC v. EGPI, et al. The Company owes the above fees and intends on paying the bill in full. The amount is recorded in the financial statements in accounts payable.

In ~~January,~~May 2012 a lawsuit was filed in the ~~Middlesex~~Clark County, ~~Massachusetts~~ ~~Superior~~Nevada District Court by ~~Joshua~~Lakeview ~~White~~Consulting, LLC (“Lakeview”), against ~~Terra~~the ~~Telecom~~Company and other various Does 1-V and Roes corporations V1-X. Lakeview alleges the Company. ~~Mr.~~failed ~~White~~or ~~was~~refused to convert shares on a ~~former~~Convertible ~~employee~~Note in the amount of ~~Terra~~$35,000 ~~Telecom~~ and ~~not~~therefore the ~~Company.~~sum ~~Mr.~~plus ~~White~~interest, ~~alleges~~damages, ~~the~~etc. The Company ~~should~~is beone ~~liable~~of toseveral ~~him~~parties ~~for~~named in the ~~acts~~proceeding ofand ~~Terra~~is ~~Telecom.~~prepared Ato ~~Motion~~vigorously todefend ~~Dismiss~~its ~~has been~~position. The ~~filed~~Company entered negotiations for ~~lack~~settlement ofand ~~jurisdiction~~has onrecently ~~behalf~~made ofits ~~the~~first ~~Company~~payment, ~~which~~and ~~the~~current ~~Company~~for ~~believes~~the ~~will~~period beended ~~granted.~~September In30, ~~any~~2012, ~~event~~but ~~the~~has ~~Company believes~~fallen itbehind ~~has~~on noall ~~liability~~subsequent ~~and~~payments. ~~will~~The ~~defend~~Company ~~vigorously~~has ~~if,~~negotiated for ~~some~~a ~~reason,~~payment ~~the~~to ~~Motion~~be tomade ~~Dismiss~~by isMay ~~not~~15, ~~granted~~2013. The ~~Company sold~~amount ~~its~~is ~~interest~~recorded inas ~~Terra~~a ~~Telecom~~liability in ~~March~~the offinancial ~~2011~~statements.

In October 2012 the Company received a lawsuit behalf of Solaire Power Technologies, LLC, a subsidiary of our wholly owned subsidiary Arctic Solar Engineering LLC. Robert T Short (“RTS”) , the Plaintiff, is claiming personal injuries and damages relating to alleged fall from the City of Dardene Prairie building, in the City of Dardene Prairie MO, Solaire is one of several parties named in the proceeding. Solaire denies all liability, and is prepared to vigorously defend its position. There is no further activity related to this matter that we are aware of as as of April 2013.

ITEM 4.

Removed and reserved.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET PRICE AND DIVIDENDS OF COMPANY

The Company became available for quotation on the over-the-counter, NASDAQ NQB Pink Sheets initially January 20, 2000. As of March 14, 2003, the Company’s common stock began trading on the over-the-counter market and prices are reported on the OTC Bulletin Board under the symbol “EFIR.” The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

The high and low sales prices for each full quarterly period for the last three complete fiscal years, as reported by the OTC Bulletin Board National Quotation Bureau are set forth below. Such quotations represent prices between dealers, do not include retail markup, markdown or commission, and do not represent actual transactions.

2012	High		Low
2013	High		Low
First Quarter	$	.~~0024~~0001	$	.~~0005~~0001

Year Ended December 31, 2012	High		Low

First Quarter	$	0.0024	$	0.0005
Second Quarter		0.0015		0.0001
Third Quarter		0.0002		0.0001
Fourth Quarter		0.0001		0.0001

Year Ended December 31, 2011	High		Low

First Quarter	$	.0119		.0011
Second Quarter		.0011		.0001
Third Quarter (JULY 1 THRU JULY 6)		.0001		.0001
*Third Quarter (JULY 7 THRU SEPT. 30)		.1350		.0075
*Fourth Quarter		.0101		.0009

*Reflects Prices for the Period - After a One for Five Hundred (1:500) Reverse Stock Split Effective July 7, 2011.

Year Ended December 31, 2010	High		Low

First Quarter	$	0.0600	$	0.0070
Second Quarter		0.0209		0.0042
Third Quarter		0.005		0.0007
Fourth Quarter (OCT. 1 THRU NOV. 8)		0.0006		0.00027
*Fourth Quarter (NOV. 9 THRU DEC. 31)		.025		.0042

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

32As of March 31, 2012, the Company had issued and outstanding 19,042,939,184 shares of its common stock held by approximately 3,738 holders of record, no shares of Series A or B preferred stock outstanding, 1,087,143 shares of its Series C preferred stock issued and outstanding at $0.001 par value for each of the Series of Preferred, 2,480 shares of its Series D 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.

Year Ended December 31, 2009	High		Low
First Quarter	$	0.1600	$	0.0300
Second Quarter		0.1200		0.0300
Third Quarter		0.1900		0.0500
Fourth Quarter		0.0950		0.0510

As of March 31, 2012, the Company had issued and outstanding 453,093,743 shares of its common stock held by approximately 3,738 holders of record, no shares of Series A or B preferred stock outstanding, 87,143 shares of its Series C preferred stock issued and outstanding at $0.001 par value for each of the Series of Preferred, 2,480 shares of its Series D 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.

We have never declared dividends or paid cash dividends on our common stock and our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Securities Authorized for Issuance Under Equity Compensation Plans.

The following information is provided for the period ended December 31, ~~2011~~2012, with respect to compensation plans (including individual compensation arrangements) under which equity securities of the issuer are authorized for issuance, aggregated as follows:

(i)	All compensation plans previously approved by security holders; and

(ii)	All compensation plans not previously approved by security holders.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1a.)		Weighted average exercise price of outstanding options, warrants and rights (see footnotes) (b)(*)(1.a)			Number of securities remaining available for future issuance (c)(1.a)
(i) Equity compensation plans approved by security holders (Form S-8)
2004 Stock Incentive Plan		1	$	n/a			-0-
2004 Stock Incentive Plan 2		0	$	n/a			-0-
2005 Stock Incentive Plan (1)		1	$	80	*		-0-
2009 Stock Incentive Plan		400	$	1.50			-0-
2011 Stock Incentive Plan		7,500,000		0.012			5,324,999
Total for Plans Filed On Form S-8		7,500,401	$				5,324,999
Equity compensation plans approved by security holders
Tirion Group, Inc. -Warrant (2)(5)		0	$	n/a			-0-
DLM Asset Management,-Warrant (2)(7)		0	$	n/a			-0-
Tirion Group, Inc.-Warrant (2)(7)		0	$	n/a			-0-
John R Taylor-Option (4)		0	$	n/a			-0-
William E. Merritt-Option (4)		0	$	n/a			-0-
George B. Faulder-Option (4)		0	$	n/a			-0-
Dr. Mousa Hawamdah-Option (4)		0	$	n/a			-0-
James Barker-Option (4)		0	$	n/a			-0-
Charles Alliban-Option (4)		0	$	n/a			-0-
Dennis R. Alexander-Option (4)		0	$	n/a			-0-
Gregg Fryett-Option (4)		0	$	n/a			-0-
Peter Fryett-Option (4)		0	$	n/a			-0-
Joseph M. Vasquez (10)		0	$	n/a			-0-
Barclay Lyons LLC -Warrant (11)		400	$	~~25,0000~~n/a			~~20,000~~-0-
Barclay Lyons LLC -Warrant (12)		400	$	~~31,250~~n/a			~~20,000~~-0-
The Ep Group. -Warrant (11)		400	$	~~25,000~~n/a			~~20,000~~-0-
The Ep Group. -Warrant (12)		400	$	~~31,250~~n/a			~~20,000~~-0-
War Chest Capital Multi Strategy Fund, LLC -Warrant (11)		400	$	~~25,000~~n/a			~~20,000~~-0-
War Chest Capital Multi Strategy Fund, LLC -Warrant (12)		400	$	~~31,250~~n/a			~~20,000~~-0-
Vincent & Rees, L.P. (13)		0	$	~~0.039~~n/a			~~259,631~~-0-
Chienn Consulting Company, LLC (13)		0	$	~~0.039~~n/a			~~259,631~~-0-
(ii) Equity compensation plans not approved by security holders			$
M. Herzog-Option (3)		0	$	n/a			-0-
(Mel Herzog and Charlotte Herzog TTEE UA DTD Jan 31, 1994 Herzog Revocable Living Trust JT Grantors)
D. Alexander-Option (3)		0	$	n/a			-0-
M. Alexander-Option (3)		0	$	n/a			-0-
D. Kronenberg-Option (3)		0	$	n/a			-0-
(David J. Kronenberg Assigned to D.J. and S.M. Kronenberg Family LLLP)		0
L. Trapp-Option (3)		0	$	n/a			-0-
T. Richards-Option (3)		0	$	n/a			-0-
Bradley Ray-Option (3)		0	$	n/a			-0-
Steven Antebi-Warrant (2)		0	$	n/a			-0-
Sapphire Consultants-Warrant (2)(6)		0	$	n/a			-0-
Confin International Inv.-Warrant (2)(6)		0	$	n/a			-0-
John Brigandi-Warrant (2)		0	$	n/a			-0-
Steven Antebi-Warrant (8)		0	$	n/a			-0-
Joseph M. Vasquez (9)		0	$	n/a			-0-
Joseph M. Vasquez (9)		0	$	n/a			-0-
Joseph M. Vasquez (9)		0	$	n/a			-0-
Total (1)		240	$	28,125	**		240

(ii) Equity compensation plans not approved by security holders
M. Herzog-Option (3)	0	$	n/a		-0-
(Mel Herzog and Charlotte Herzog TTEE UA DTD Jan 31, 1994 Herzog Revocable Living Trust JT Grantors)
D. Alexander-Option (3)	0	$	n/a		-0-
M. Alexander-Option (3)	0	$	n/a		-0-
D. Kronenberg-Option (3)	0	$	n/a		-0-
(David J. Kronenberg Assigned to D.J. and S.M. Kronenberg Family LLLP)	0	$
L. Trapp-Option (3)	0	$	n/a		-0-
T. Richards-Option (3)	0	$	n/a		-0-
Bradley Ray-Option (3)	0	$	n/a		-0-
Steven Antebi-Warrant (2)	0	$	n/a		-0-
Sapphire Consultants-Warrant (2)(6)	0	$	n/a		-0-
Confin International Inv.-Warrant (2)(6)	0	$	n/a		-0-
John Brigandi-Warrant (2)	0	$	n/a		-0-
Steven Antebi-Warrant (8)	0	$	n/a		-0-
Joseph M. Vasquez (9)	0	$	n/a		-0-
Joseph M. Vasquez (9)	0	$	n/a		-0-
Joseph M. Vasquez (9)	0	$	n/a		-0-
Total (1)	0	$	n/a	**	-0-

1a.) Information listed under column (a), (b) and (c) reflects adjustment for 1:200 post reverse split (one (1) share for two hundred (200)) share basis, effective on October 8, 2008, a 1:50 post reverse split (one (1) share for fifty (50) share basis, effective on November 9, 2010, and a 1:500 post reverse split (one (1) share for five hundred (500) share basis, effective on July 7, 2011.

(*) Information listed for column (b) in the table above represents the exercise or strike price for each option or warrant.

(**) The final Total listed for column (b) in the table above represents the weighted average exercise price for all options and warrants listed and noted (2), through (11) in the table only.

(1) Omitted.

(2) The Company provided warrants to a lender and various consultants during 2005. For further information regarding terms of these warrants to purchase underlying shares of the Company’s common stock issued, please see our Registration Statement on Form SB-2, as amended, and incorporated herein by reference.

(3) Represents historical options issued by the Company. For further information regarding terms for these options, please see information furnished in our Form 10-KSB, Amendment No. 3, filed on October 4, 2002, and incorporated herein by reference. As of November 30, 2007 these options have expired.

(4) Represents options issued by the Company as part of the Firecreek Petroleum, Inc. acquisition which vested, becoming available for exercise February 9, 2005. For terms of these options, please see information furnished in a Current Report on Form 8-K/A (Amendment No. 2), filed on September 16, 2004, and incorporated herein by reference. As of February 9, 2009, these options have expired.

(5) The strike price for the Tirion warrant is 80% of the average of the then lowest three closing bids for the previous 30 days from the date the warrants are exercised. For further information regarding terms of the warrant please see our Registration Statement on Form SB-2, as amended, and incorporated herein by reference. As of May 19, 2007 these warrants have expired.

(6) On March 14, 2006 the Company notified the holders of the warrants that they must exercise their warrants for cash or the Warrants will be cancelled without further notice, 30 days following such notice thereof.

(7) Represents an assignment of 3,350,000 shares underlying warrants held by DLM Asset Management, Inc. to Tirion Group, Inc. on February 14, 2006. As of June 14, 2010 these warrants have expired.

(8) Represents warrants issued by the Company in behalf of an extension and amendment of a Corporate Advisory Agreement with Steven Antebi, dated January 30, 2006. For further information regarding the terms of the extension and amendment of a Corporate Advisory Agreement, and corresponding warrant agreement please see a Current Report on Form 8-K/A, filed on February 3, 2006, incorporated herein by reference. As of January 30, 2009, these warrants have expired.

(9) Represents options issued by the Company on behalf of an Advisory Service Agreement with Joseph M. Vasquez dated March 1, 2006. For further information regarding the terms of the option agreements please see an amended Current Report on Form 8-K/A, filed on March 17, 2006, incorporated herein by reference. These options expired on March 1, 2009.

(10) On February 1, 2009, the Company entered into an Advisory Service Agreement with Joseph M. Vazquez. As part of the terms of the Agreement the Company issued to Mr. Vasquez three year warrants to purchase 500,000 shares at $1.00 per share exercise price for the underlying common shares. These options have expired on February 1, 2012.

(11) Represents shares of our Common Stock issuable upon the exercise of outstanding three-year warrants. The Warrants issued by the Company were a part of additional consideration for the issuance of three short term 6 month $50,000 secured convertible promissory notes to institutional investors on December 22, 2009. The exercise price for shares of common stock underlying the Warrants is set at $1.00 per share. The Warrants immediately vest on the issue date expiring three (3) years thereafter. Summary information the promissory note issuances are incorporated in a Current Report listed under item 8.01 Other Information on Form 8-K, filed on December 29, 2009.34

(1211) Represents shares of our Common Stock issuable upon the exercise of outstanding three-year warrants. The Warrants issued by the Company were a part of additional consideration for the issuance of three short term 6 month $50,000 secured convertible promissory notes to institutional investors on December 22, 2009. The exercise price for shares of common stock underlying the Warrants is set at $1.2500 per share. The Warrants immediately vest on the issue date expiring three (3) years thereafter. Summary information the promissory note issuances are incorporated in a Current Report listed under item 8.01 Other Information on Form 8-K, filed on December 29, 2009. These options expired on December 22, 2012.

(12) Represents shares of our Common Stock issuable upon the exercise of outstanding three-year warrants. The Warrants issued by the Company were a part of additional consideration for the issuance of three short term 6 month $50,000 secured convertible promissory notes to institutional investors on December 22, 2009. The exercise price for shares of common stock underlying the Warrants is set at $1.25 per share. The Warrants immediately vest on the issue date expiring three (3) years thereafter. Summary information the promissory note issuances are incorporated in a Current Report listed under item 8.01 Other Information on Form 8-K, filed on December 29, 2009. These options expired on December 22, 2012.

(13) Pursuant to an Engagement Letter Agreement with Vincent & Rees L.P. and a General Consulting Agreement with Chienn Consulting Company, LLC the Company granted to each entity, a cashless option to purchase 0.5% of the Company’s common stock for $10,000 (“the Option”). Terms for the option: The option will vest on September 1, 2010 and shall expire three (2.5) years from the date thereof. The cap for the option shall be $150,000. The options were cancelled by notice to the company on May 4, 2011 by Vincent & Rees, L.P. and Chienn Consulting Company, LLC.

RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the registrant has issued unregistered securities to the persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder. All recipients had adequate access, though their relationships with the registrant, to information about the registrant.

Required information has been furnished in 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:

(*)(**) On November 7, by consent of the Board of Directors, the Registrant approved the following issuances of its restricted common stock, par value $0.001 per share, to the following person for services rendered.

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

Steven Antebi (*)(**)(1) 10550 Fontenelle Way, Los Angeles, California, 90077	11/7/12		2,000,000,000	Consultant/Advisory	$	200,000

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

(**) $200,000 worth of common stock in the immediately preceding table was used primarily in consideration of services rendered to the Company.

(1)

Steven Antebi provides other Business Consulting and advisory services, and is not currently a director, or officer of the Registrant.

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

(****) The shares are to be included for registration in a registration statement on a best efforts basis by the Registrant in accordance with the terms of agreement.

I. (i) (ii) On August 20, 2012, by majority consent of the Board of Directors and Shareholders, the Company approved the following issuances of its restricted common, par value $0.001 per share for common and preferred, to the following persons in consideration of services rendered, including for and as incentive to continue to assist and provide services to the Company or its subsidiaries.

Name and Address (iii)

Date

Series C Preferred Stock

Share Amt

Type of Consideration

Fair Market Value

of Consideration

Global Media Network USA, Inc. 1/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253

8/20/2012

*200,000

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

David H. Ray 2/c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253

8/20/2012

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

Brandon D. Ray 3/c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253

8/20/2012

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

Strategic Partners Consulting, LLC. 4/c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253

8/20/2012

**200,000

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

David A. Taylor 5/8411 Sterling Street, Irving, Texas 75063

8/20/2012

200,000

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

BVR, Inc. 6/c/o 3472 Pointview Circle, Gainsville, GA30506

8/20/2012

200,000

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

Michael Trapp 7/c/o 6564 Smoke Tree Lane, Scottsdale, Arizona 85253

8/20/2012

200,000

For services rendered

to the Company, and

Subsidiaries and Incentive

(Note 1)

(Note 1): 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. We have only used a nominal par value for our listed valuation which is subject to further adjustment. As example only: During the year ended December 31, 2011, 72,856 shares of Series C preferred stock were issued for services rendered. The preferred stock was valued at $75,000 based on an estimate of fair market value on the date of grant. The holders of Series C preferred stock represent a controlling voting interest in the Company. As a result, a determination of the control premium was determined to estimate the value of the shares. The control premium is based on publicly traded companies or comparable entities which have been recently acquired in arm’s length transactions.

(i) Issuances are approved, subject to such persons being entirely responsible for their own personal, Federal, State, and or relevant single or multi jurisdictional income taxes, as applicable. Unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common and or preferred stock beneficially owned.

(ii) All of the financing proceeds (see also Note 1) in the immediately preceding table was used as listed in the table above primarily in consideration of bonus for services rendered and or in exchange for accrued services rendered to the Company and/or one or more of its subsidiaries, and incentive.

(1)	* Global Media Network USA, Inc. is 100% owned by Dennis R. Alexander who provides day to day operational services and business consulting services to the Company, EGPI Firecreek, Inc., Energy Producers, Inc., and is a shareholder, Chairman, director, and an officer (CEO, CFO) of the Company.

(2)	**David H. Ray, for business and consulting, accounting, and advisory services; Mr. Ray is a shareholder indirectly through Strategic Partners Consulting, LLC, a director, and an officer (Executive Vice President and Treasurer) of the Company.

(3)	**Brandon D. Ray, for business, and consulting and financial advisory services; He is a shareholder indirectly though Strategic Partners Consulting, LLC. , and an officer, (Executive Vice President of Finance) and director of the Company.

(4)	**Strategic Partners Consulting, LLC, is indirectly owned by David H. Ray (66.7%) and Brandon D. Ray (33.3%) providing for each of their day to day operational services and business provisions, accounting, and financial advisory.

(5)	David A. Taylor is a shareholder and a director of the Company, and an officer and director of Chanwest Resources, Inc., a wholly owned subsidiary of the Company.

(6)	BVR, Inc. is indirectly owned by Billy V. Ray Jr. and Jonathan Ray. BVR, Inc. Mr. Ray, and Jonathan Rayare shareholders and not an officer or director of the Company.

(7)	Mike Trapp is a director of the Company. Mr. Trapp is also a shareholder.

(iii) Each share of Series C preferred stock shall have 21,200 votes on the election of our directors and for all other purposes.

II. (i) (ii) (iii) On August 27, 2012, by majority consent of the Board of Directors, the Company approved the following issuances of its restricted common, par value $0.001 per share for common and preferred, to the following persons in consideration of bonus for services rendered and or in exchange for accrued services rendered to the Company and/or one or more of its subsidiaries, and incentive.

Name and Address (iii)	Date	Restricted Common Share Amt		Type of Consideration	Fair Market Value of Consideration

Jeffrey M. Proper 1/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		600,000,000	Bonus for services rendered to the Company, and Subsidiaries and Incentive	$	60,000

Thomas J. Richards 2/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		500,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	50,000

Larry W. Trapp 3/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		500,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	50,000

Melvena Alexander CPA 4/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		600,000,000	In exchange for services rendered to the Company, and Subsidiaries	$	60,000

Joanne M. Sylvanus 5/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		725,000,000	Bonus for services rendered to the Company, and Subsidiaries	$	72,500

Global Media Network USA, Inc. 6/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		*1,550,000,000	In exchange for services rendered to the Company, and Subsidiaries	$	155,000

David H. Ray 7/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		**	Bonus for services rendered to the Company, and Subsidiaries	$	**

Brandon D. Ray 8/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		**	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	**

Strategic Partners Consulting, LLC. 9/ c/o 6564 Smoke Tree Lane Scottsdale, Arizona 85253	8/27/12		**700,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	**70,000

David A. Taylor 10/ 8411 Sterling Street Irving, Texas 75063	8/27/12		***250,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	25,000

Wiloil Consulting, LLC. 11/ 8411 Sterling Street Irving, Texas 75063	8/27/12		***250,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	25,000

Frederic Sussman 12/ c/o 15361Chesterfield Pines Ln. Chesterfield, MO 63017	8/27/12		325,000,000	Bonus for services rendered to the Company, and Subsidiaries, and Incentive	$	32,500

(ii) $600,000 of the financing proceeds in the immediately preceding table was used as listed in the table above primarily in consideration of bonus for services rendered and or in exchange for accrued services rendered to the Company and/or one or more of its subsidiaries, and incentive.

(iii) Further restrictions are imposed on the common restricted share issuances such that it is agreed unless approved by the Board of Directors by its written consent, such shares issued to each and every person or entity shall not be hypothecated, sold, exchanged, or otherwise disposed of for a period of 7 months from the effective date of issuance which is August 27, 2012, but transfers to family members are allowed as gifts as long as these further restrictions are disclosed and followed.

(1)	Mr. Jeffrey M. Proper, Esq., for legal advisory and consulting services; Mr. Proper is a shareholder and is not a director or officer of the Company.

(2)	Mr. Thomas J. Richards, for business and consulting and advisory services, and loans to the Company; Mr. Richards is a shareholder and an advisor of the Company and is not a director or officer.

(3)	Mr. Larry W. Trapp, for business and consulting and advisory services, and loans to the Company; He is a shareholder, and formerly an officer and director of the Company and EPI through November 1, 2011.

(4)	Melvena Alexander, for day to day operational services and business provisions; Mrs. Alexander is a shareholder, and an officer (Secretary, Comptroller, and Co Treasurer) of the Company.

(5)	Joanne M. Sylvanus provides accounting and advisory services to the Company, and is a shareholder of the Company.

(6)	* Global Media Network USA, Inc. is 100% owned by Dennis R. Alexander who provides day to day operational services and business consulting services to the Company, EGPI Firecreek, Inc., Energy Producers, Inc., and is a shareholder, Chairman, director, and an officer (CEO, CFO) of the Company.

(7)	**David H. Ray, for business and consulting, accounting, and advisory services; Mr. Ray is a shareholder indirectly through Strategic Partners Consulting, LLC, a director, and an officer (Executive Vice President and Treasurer) of the Company.

(8)	**Brandon D. Ray, for business, and consulting and financial advisory services; He is a shareholder indirectly though Strategic Partners Consulting, LLC. , and an officer, (Executive Vice President of Finance) and director of the Company.

(9)	**Strategic Partners Consulting, LLC, is indirectly owned by David H. Ray (66.7%) and Brandon D. Ray (33.3%) providing for each of their day to day operational services and business provisions, accounting, and financial advisory.

(10)	***David A. Taylor is a shareholder and a director of the Company, and an officer and director of Chanwest Resources, Inc., a wholly owned subsidiary of the Company.

(11)	***Willoil Consulting, LLC is indirectly owned by David A. Taylor. Subject shares are to be issued upon completion of pending transaction with David Killian.

(12)	Frederic Sussman is a consultant of the Company for Arctic Solar and Engineering, LLC.; Mr. Sussman is a shareholder and is not a director or officer of the Company.

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

I. (*)(**) On February 4, 2011, by majority consent of the Board of Directors, the Registrant approved the following issuances of its restricted common stock, par value $0.001 per share, to the following persons for and behalf of consideration for the Acquisition of Arctic Solar Engineering, LLC membership interests.

Name	Date	Share Amount	Type of Consideration	Fair Market Value of Consideration
Daniel Mark O’Neal (***)/(1) 15316 Chesterfield Pines Lane Chesterfield, MO 63017	2/4/11	2,870,400	In consideration of Acquisition of Arctic Solar Engineering, LLC Membership Interests	$	14,064

Alvie M. Smith (***)/(2) 15316 Chesterfield Pines Lane Chesterfield, MO 63017	2/4/11	1,435,200	In consideration of Acquisition of Arctic Solar Engineering, LLC Membership Interests	$	23,824

The Frederic Sussman Living Trust (***)/() Frederic Sussman, Trustee 15316 Chesterfield Pines Lane Chesterfield, MO 63017	2/4/11	1,694,400	In consideration of Acquisition of Arctic Solar Engineering, LLC Membership Interests	$	11.912

(*)

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

(**)	$49,800 worth of common stock in the immediately preceding table was used primarily in consideration of Acquisition of Sierra Pipeline, LLC Membership Interests.

(1)	Daniel Mark O’Neal is a shareholder, and not currently an affiliate, director, or officer of the Registrant. He provides business and consulting services to Arctic Solar Engineering, LLC.

(2)	Alvie M. Smith is a shareholder, and not currently an affiliate, director, or officer of the Registrant. He provides business and consulting services to Arctic Solar Engineering, LLC.

(3)	The Frederic Sussman Living Trust, Frederic Sussman, Trustee is a shareholder, and not currently an affiliate, director, or officer of the Registrant. Frederic Sussman manages day to day operations for Arctic Solar Engineering, LLC.

(***)

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

(*)(**) On May 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 January 12, 2010, by majority consent of the Board of Directors, the Registrant approved the following issuances of its restricted common stock, par value $0.001 per share, to the following persons for and behalf of consideration as follows:

				Type of	Fair Market Value of
Name and Address (***)	Date	Share Amount		Consideration	Consideration
Thomas J. Davis (1)	12/14/2009		595,238	Working Capital	$	25,000.00
99 Hawley Street Suite 216				SATCO Subsidiary
Binghamton, Ny 13901

Judd A. Heredos (1)	1/4/2010		416,800	Working Capital	$	12,504.00
1060 Beckingham Drive				SATCO Subsidiary
St. Augustine, FL 32092

Mehrdad Tabrizi (1)	12/30/2009		238,095	Working Capital	$	10,000.00
4500 Columns Drive				SATCO Subsidiary
Marietta, GA 30067

Herbert Jackenthal (1)	12/14/2009		33,334	Working Capital	$	1,000.00
37 St. James Drive				SATCO Subsidiary
Palm Beach Gardens, FL 33418

Geoffrey Peirce Sullivan (1)	12/30/2009		50,000	Working Capital	$	1,500.00
33 St. James Drive				SATCO Subsidiary
Palm Beach Gardens, FL 33418

(**) $50,004 worth of common stock in the immediately preceding table was used primarily in consideration of working capital requirements for the Company’s wholly owned subsidiary South Atlantic Traffic Corporation (SATCO).

(1) The above named individuals are not affiliates, directors, or officers of the Registrant.

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

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary Results Of Operations

Overview

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

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

The Company has been focused on oil and gas activities for development of interests held that were acquired in Texas and Wyoming for the production of oil and natural gas through December 2, 2008. The Company throughout 2008 was seeking to continue expansion and growth for oil and gas development in its core projects. EGPI Firecreek Inc. was formerly known as Energy Producers, Inc., an oil and gas production company focusing on the recovery and development of oil and natural gas. This strategy is centered on rehabilitation and production enhancement techniques, utilizing modern management and technology applications in upgrading certain proven reserves. Historically in its 2005 fiscal year, the Company initiated a program to review domestic oil and gas prospects and targets. As a result, EGPI acquired non-operating oil and gas interests in a project titled Ten Mile Draw (“TMD”) located in Sweetwater County, Wyoming USA for the development and production of natural gas. In July, 2007, the Company acquired and began production of oil at the 2,000 plus acre Fant Ranch Unit in Knox County, Texas. This was followed by the acquisition and commencement in March, 2008 of oil and gas production at the J.B. Tubb Leasehold Estate located in the Amoco Crawar Field in Ward County, Texas. The Company as a result, successfully increased oil and gas production and revenues derived from its properties. and in late 2008, the Company was able to retire over 90% of its debt through the disposition of those improved properties.

In early 2009, based on the economic downturn, struggling financial markets and the implementation of the federal stimulus package for infrastructure projects, the Company embarked on a transition from an emphasis on the oil and gas focused business to that of an acquisition strategy focused on the transportation industry serving federal DOT and state/local DOT agencies. In addition, the acquisition targets being reviewed by the Company also had a presence in the telecommunications and general construction industries. The acquisition strategy focuses on vertically integrating manufacturing entities, distributors and construction groups. In May 2009, the Company acquired M3 Lighting Inc. (M3) as the flagship subsidiary with key additional management team to begin this process, and as a result on November 4, 2009, the Company acquired all of the capital stock of South Atlantic Traffic Corporation, a Florida corporation, which distributes a variety of products geared primarily towards the transportation industry where it derives its revenues.

Through 2009 and in addition to activities discussed above, we continued our previous decisions to limit and wind down the historical pursuit of our oil and gas projects overseas in Central Asian and European countries and sold off our then oil and gas subsidiary unit Firecreek Petroleum, Inc., but did retain certain first right of refusal to overseas projects (see discussion further in this report). In late 2009 and in 2010, the Company began pursuing a reentry to the oil and gas industry on a domestic basis as the Company’s second line of business and which was part of our ongoing strategic plans. 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 (see additional information in the Section on “The Business”, “Recent Developments”, “Description of Properties” and elsewhere in this document.

In early 2010 again as a part of our business strategy for a line of business focusing on the transportation industry serving Federal DOT and state/local DOT agencies the Company entered into a pending agreement to acquire all of the issued and outstanding capital stock of Southwest Signal, Inc., a Florida corporation. Southwest Signal, Inc. was established in 2000 and is engaged in all facets of the United States Intelligent Traffic Systems (ITS) / Department of Transportation (DOT) Industry activities. Ultimately this acquisition was never consummated due to a failed financial arrangement. In addition, working side by side at the time of SWSC to implement our strategy for SATCO and pair the activities of the two units due the similar nature of business, on March 3, 2010, the Company executed a Stock Purchase Agreement with the stockholders of Redquartz LTD, a company formed and existing under the laws of the country of Ireland. Redquartz LTD business had been active for 45 years, is known internationally and we sought this acquisition as our entrance into the European markets with respect to Intelligent Traffic Systems (ITS) and the transportation industry as well as expanding our relationship recently established with an overseas entity business relationship with the principals of Redquartz, known as Cordil, Inc., to assist for the products sold by South Atlantic Traffic Corporation (SATCO), a wholly owned subsidiary of the Company. For further information please see our Current Report on Form 8-K filed on March 11, 2010, and as provided elsewhere in this document. The Redquartz LTD business unit purchased by the Company had no assets and resulted in additional debt burden to the Company.

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

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

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

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

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

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

In an effort to establish an alternative energy division, in February 2011, the Company entered into an Agreement to acquire all 100% of Arctic Solar Engineering LLC, a Missouri limited liability company located at PO Box 4391, Chesterfield, MO 63006 (the “Company”), and the owners of Membership Interests of the Arctic Solar Engineering LLC and its member interests as an integrator of Solar Thermal Energy technology. Solar Thermal Energy (“STE”) is believed to be the most efficient and economical method of capturing and using renewable thermal energy created by the sun every day of the year. The solar collectors that are used capture all visible and non-visible wave lengths of sun light and covert the light into energy at 90% efficiency. Energy created by ASE’s STE Systems store that energy in water (or other similarly inexpensive storage mediums) and then use that energy in its direct form to heat water, heat space and cool spaces. According to the US Department of Energy, this accounts for 70% of all energy used in commercial and residential structures in the United States. Through 2012 a deal Arctic Solar Engineering LLC had pursued with W2 Energy, Inc. failed to consummate in a 50-50 joint venture, and since has been inactive throughout the year. We are evaluating remaining potentials or any future for this division with a view to complete the review by end of second quarter 2013.

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

~~The~~On ~~Company~~July ~~has~~31, ~~been~~2012, ~~making~~the ~~presentations~~Company toentered ~~asset-based~~into ~~lenders~~ and ~~other~~completed ~~financial institutions for~~ the ~~purpose~~closing of ~~(i)~~a ~~expanding~~Stock ~~and~~Purchase ~~supporting~~Agreement ~~our~~involving ~~growth~~the ~~potential~~sale byof i)oil toand agas ~~lesser~~interests ~~extent rebuilding~~to ~~for~~Mondial ~~the~~Ventures, ~~time being~~Inc., ~~the~~assignee ~~development~~ of ~~its~~CUBO ~~line~~Energy ofPLC. ~~business~~The ~~operations~~interests ~~similar~~sold towere itin ~~former~~our ~~activities~~J.B. ~~related~~Tubb toLeasehold ~~ITS/DOT and~~Estate ~~telecommunications~~along ~~industries,~~ and ~~(ii)~~included ~~building~~our ~~new~~entering ~~infrastructure~~into ~~for~~a ~~its~~Participation ~~oil~~Agreement ~~and~~(Turnkey ~~gas~~Drilling, ~~operations~~Re inEntry, ~~2011.~~and ~~The~~Multiple ~~Company~~Wells) ~~throughout its~~granting ~~first~~certain ~~quarter~~rights ofin ~~operations~~and ~~for~~to ~~2011~~interests ~~has~~for ~~been~~additional ~~pursuing~~development ~~projects~~on ~~for~~the ~~acquisition~~J.B. ~~and~~Tubb ~~development~~Leasehold ofEstate. For ~~select~~further ~~targeted~~information ~~oil~~please ~~and gas~~see ~~proved~~our ~~producing~~Current ~~properties~~Report ~~with~~on ~~revenues,~~Form ~~having~~8-K ~~upside~~filed ~~potential~~on ~~and~~August ~~prospects for enhancement~~3, ~~rehabilitation,~~2012 and ~~future development.~~elsewhere ~~These prospects are primarily located~~ in ~~Eastern~~this ~~Texas,~~report ~~and~~ in ~~other~~the ~~core~~section ~~areas~~on of the ~~Permian Basin~~Business.

On October 30, 2012, the Company through our wholly owned subsidiary Energy Producers, Inc. (“EGPI”) and Mondial Ventures, Inc. as the assignee of CUBO Energy PLC entered into a Linear Short Form Agreement involving the development and acquisition of oil and gas interests subject to certain requirements. The interests relating to 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 Shackelford Counties, West Central Texas. For further information see the section on the “Business” listed in this Report.

The Company is again pursuing to a lesser extent oil and gas programs on an international basis.

The Company has been making presentations to asset-based lenders and other financial institutions for the purpose of (i) expanding and supporting our growth potential by i) to a lesser extent rebuilding for the time being, the development of its line of business operations similar to it former activities related to ITS/DOT and telecommunications industries, and (ii) building new infrastructure for its oil and gas operations in 2013. The Company throughout its first quarter of operations for 2011 has been pursuing projects for acquisition and development of select targeted oil and gas proved producing properties with revenues, having upside potential and prospects for enhancement, rehabilitation, and future development. These prospects are primarily located in Eastern Texas, and in other core areas of the Permian Basin.

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

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

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

General

The Company historically derived its revenues primarily from retail sales of oil and gas field inventory equipment, service, and supply items primarily in the southern Arkansas area, and from acquired interests owned in revenue producing oil wells, leases, and equipment located in Olney, Young County, Texas. The Company disposed of these two segments of operations in 2003. The Company acquired a marine vessel sales brokerage and charter business, International Yacht Sales Group, Ltd. of Great Britain in December 2003 later disposing of its operations in late 2005. The Company focused on oil and gas activities for development of interests held that were acquired in Wyoming (the Ten Mile Draw (TMD) prospect) and two programs in Texas, (the Fant Ranch unit, and J.B. Tubb Leasehold Estate) for the production of oil and natural gas through October 30 and December 2, 2008 the dates of disposal respectively. In 2009 we disposed of our wholly owned subsidiary Firecreek Petroleum, Inc. (see further information in this report and in our current Report on Form 8-K filed May 20, 2009, incorporated herein by reference). We account for or have accounted for these segments as discontinued operations in the consolidated statements of operations for the related fiscal year. The Company is continuing to evaluate and clean up non productive segments and infrastructure as delineated below. Through 2011 and 2012 have refocused on building its oil and gas operations domestically, and in 2013 plans will include to a lesser extent pursuing potential internationally based oil and gas programs.

Sale/Assignment of 100% Stock of FPI Subsidiary

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

2009 Merger Acquisition with M3 Lighting, Inc.

On May 21, 2009, EGPI Firecreek, Inc., a Nevada corporation (the “Company” or “Registrant”), Asian Ventures Corp., a Nevada corporation (the “Subsidiary”), M3 Lighting, Inc., a Nevada corporation (“M3”), and Strategic Partners Consulting, L.L.C., a Georgia limited liability company (“Strategic Partners”) executed and closed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby M3 merged into the Subsidiary, a wholly-owned subsidiary of the registrant (the “Merger”). M3 was unsuccessful in its strategy to acquire a series of businesses in this industry and during the year ended December 31, 2011 was inactive. Further Further information can be found along with copy of the Plan of Merger attached as an exhibit to our Current Report on Form 8-K, filed with the Commission on May 27, 2009, as amended. Amendment No. 1 and No. 2 to the May 27, 2009 current Report on Form 8-K were filed on June 24 and August 4, 2009, respectively, and additional information can be found in our Form 10-K annual report filed on April 15, 2010, and incorporated herein by reference.

Completion of South Atlantic Traffic Corporation (SATCO) Acquisition

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

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

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

Completion of Redquartz LTD Acquisition

On March 3, 2010, the Company acquired Redquartz LTD, a company formed and existing under the laws of the country of Ireland. Redquartz LTD has been in business for 45 years, is known internationally and is our entrance into the European markets with respect to Intelligent Traffic Systems (ITS) and the transportation industry as well as expanding our relationship recently established with Cordil, Inc. for the products sold by South Atlantic Traffic Corporation (SATCO), a wholly owned subsidiary of the Company. Subsequent to the acquisition of Redquartz, LTD, the Company’s Intelligent Traffic Systems related business has ceased and its SATCO subsidiary has been sold. Redquartz is inactive and does not generate any revenue for the Company. For further information please see our Current Report on Form 8-K filed on March 11, 2010, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

Completion of Chanwest Resources, Inc. Acquisition

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

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

On October 1, 2010, EGPI Firecreek, Inc. (“Purchaser”) executed a Securities Purchase / Exchange Agreement (“SPA”) with the owners (“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company, located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 ( “Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total LLC membership units existing thereof. All assets and liabilities of Terra, other than information listed in the SPA are considered to be transferred to the Purchaser. The acquisition of Terra is not reflected in the accompanying financial statements of the Company due to the fact that the Company did not obtain control of the assets and liabilities of Terra or have operational control of the Terra leading up until the subsequent disposition on March 14, 2011. As a result of these facts and the fact that the business was subsequently shut down and entered bankruptcy, no earn-out is owed by the Company. For more information on Terra, please see our Current Report on Form 8-K, Form 8-K/A (amendment no. 1), and Form 8-K/A (amendment no. 2) filed on October 7, 2010, December 7, 2010, and March 22, 2011, respectively, and in the section on “The Business”, and “Overview” to the Management Discussion and Analysis sections, and elsewhere listed in this document.

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

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

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

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

Completion and Entry into a Definitive Agreement with Mondial Ventures, Inc. for Sale of Oil and Gas Interests and Rights in J.B. Tubb Leasehold Estate, Ward and Jones County Texas

On July 31, 2012, the Company through our wholly owned subsidiary Energy Producers, Inc. (“EGPI”) and Mondial Ventures, Inc. as the assignee of CUBO Energy PLC entered into and completed the closing of an Assignment and Bill of Sale and Stock Purchase Agreement (“SPA”). The interests sold were oil and gas interests in the J.B. Tubb Leasehold Estate located outside of Odessa Texas in Ward and Jones County. The Agreement included our entering into a Participation Agreement (Turnkey Drilling, Re Entry, and Multiple Wells) granting certain rights in and to interests for additional development on the J.B. Tubb Leasehold Estate. The Company presently owns 37.5% working interest ("WI"), 28.125% net revenue interest ("NRI") in the oil and gas interests, and pro rata oil & gas revenue and reserves for all depths below the surface to at least 8500 ft. including all related assets, fixtures, equipment, three well heads and three well bores. The field is located in the Permian Basin and the Crawar Field, directly adjacent to property operated by Chevron Corporation in Ward County, Texas (12 miles southeast of Monahans and 30 miles west of Odessa in West Texas). For further information see the section on the “Business” and “Description of Properties” listed in this Report.

Completion and Entry into a Definative Short Form Agreement with Mondal Ventures, Inc. for Evaluation and Potential Acquisition of 50% Oil and Gas Working Interests, Callahan, Stephens, and Shakelford Counties, Texas

The Company expects to incur an increase in operating expenses during the next year from commencing activities related to its plans for the Company’s oil and gas business through EPI, oil and gas services business through CWR, alternative energy business division through Arctic Solar Engineering, LLC, and including any new or pending acquisitions discussed herein, and those business activities and developments whether ongoing or to be concluded, as related to our M3, SATCO, and Terra strategy and operations, and ongoing potential acquisitions, including new or pending acquisitions related to signalization and lighting geared to the transportation industry. The amount of net losses and the time required for the Company to reach and maintain profitability are uncertain at this time. There is a likelihood that the Company will encounter difficulties and delays encountered with business subsidiary operations, including, but not limited to uncertainty as to development and the time and timing required for the Company’s plans to be fully implemented, governmental regulatory responses to the Company’s plans, fluctuating markets and corresponding spikes, or dips in our products demand, currency exchange rates between countries, acquisition and development pricing, related costs, expenses, offsets, increases, and adjustments. There can be no assurance that the Company will ever generate significant revenues or achieve profitability at all or on any substantial basis.

RESULTS OF OPERATIONS –- December 31, ~~2011~~2012 Compared to December 31, ~~2010~~2011

Total ~~revenue~~revenues ~~for~~from ~~the~~oil ~~sales~~and ~~attributable~~gas toproduction ~~lighting~~were ~~and~~$161,016 ~~signalization business~~ in fiscal year ~~2011~~2012, ~~was~~of which $036,858 ~~compared~~was attributed to discontinued operations. Total revenues from continuing operations were $1124,~~485,044~~157 in ~~total~~fiscal year 2012. The revenue ~~for~~in ~~the~~fiscal year ~~2010~~2011 pertained to oil and gas production activities of $246,350 ~~which~~and ~~have~~sales ~~been~~and ~~included~~installation asof asolar ~~discontinued operations.~~electricity generating equipment of $47,367. The ~~SATCO~~revenue ~~subsidiary~~decrease ~~was~~pertaining ~~disposed~~to ofoil inand ~~the~~gas ~~first~~production ~~quarter~~pertains to the sale of ~~2011~~a half interest in the Tubb property.

~~Total~~General ~~revenues~~administrative ~~from~~expenses ~~other~~used ~~business~~in ~~activities~~calculating ~~were~~income ~~$293,712 in~~from ~~fiscal~~continuing ~~year~~operations ~~2011~~were ~~and~~ $152,~~705~~555,097 in ~~fiscal~~2012 ~~year~~compared ~~2010. The revenue in fiscal year 2011 pertained~~ to ~~oil and gas production activities of~~ $~~246~~2,~~350 and sales and installation of solar electricity generating equipment of $47~~136,~~362.~~451 ~~The revenue of $15,705~~ in ~~fiscal year 2010 pertained to services provided to oil and gas companies~~2011. The ~~revenue~~Company ~~increase~~has ~~pertaining~~treated tothe ~~oil~~General and ~~gas~~Administrative ~~production~~expenses ~~pertains to~~ of the ~~acquisition~~sold ofTubb ~~the~~lease ~~Tubb~~interest ~~property~~as ~~and~~a ~~the~~discontinued ~~sales~~component and ~~installation~~included ofthese ~~solar~~expenses ~~electricity~~in ~~generating equipment pertains to~~ the ~~acquisition~~ ofloss ~~Arctic~~from ~~Solar~~discontinued ~~Engineering, LLC~~operations.

General administrative expenses used in calculating income from continuing operations were $2,009,992 in 2011 compared to $2,177,093 in 2010. The Company has treated the General and Administrative expenses of its SATCO subsidiary as a discontinued component and included these expenses in the loss from discontinued operations.46

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

Detail of general & administrative expenses:

	31-Dec-11		31-Dec-10
	31-Dec-12		31-Dec-11
Advertising & promotion	$	1811,~~415~~929	$	2218,~~490~~415
Administration		~~576~~39,~~336~~717		~~544~~576,~~796~~336
Consulting		~~276~~434,~~184~~356		~~643~~276,~~305~~336
Depreciation/Amortization		~~475~~346,~~760~~591		475,760
Rent and utilities		178,~~862~~768		1617,~~800~~862
Investor incentives/commissions		39,450		~~300,733~~-
Professional fees		803,783		613,309
Impairment of oil and gas reserves		534,580		-
Salaries				4,325
Professional fees		1,179,156		803,783
Travel costs		~~5,152~~207		315,~~335~~152
Total	$	2,~~136~~555,~~451~~097	$	2,~~177~~136,~~093~~451

Advertising and Promotion costs of $1811,~~415~~929 were used for investor relations and market awareness.

Administration Costs of $~~576~~39,~~336~~717 were used for office and general operating expenses ~~of which $10,169 was used for the costs related to the reverse stock split~~.

Consulting Fees of $~~276~~434,~~184~~356 were incurred for consulting and advisory fees for business management activities.

Professional Fees of $~~803~~1,~~783~~ 179,156,were incurred in regards to legal costs, audit costs, securing financing, and the acquisition of leads and contacts with regard to possible new business ventures and includes data acquisition costs, technical work, and engineering reports.

NoTravel ~~salaries~~costs orused ~~benefits~~$207 ~~were~~for ~~paid~~business ~~to employees in 2011~~trips.

~~Travel~~After ~~costs~~deducting ~~used~~general and administrative expense, and interest expenses, the Company experienced a loss from continuing operations of $5,~~152~~430,135 ~~for~~in ~~business~~2012 ~~trips~~as compared to a loss from continuing operations of $4,374,398 in fiscal 2011.

~~After~~Interest ~~deducting~~expense ~~general~~for ~~and~~fiscal ~~administrative~~year ~~expense~~2012 was $1,339,698 ~~and~~compared ~~interest expenses~~to$1,302,257 in fiscal year 2011. Losses from the ~~Company~~discontinued ~~experienced~~oil aleases were included in the loss from ~~continuing~~discontinued operations of $4655,~~374,398~~077 in ~~2011~~fiscal asyear ~~compared~~2012. toThe afinancial results of SATCO are included in the loss from ~~continuing~~ discontinued operations of $3602,~~588,418~~885 in fiscal ~~2010~~year 2011.

~~Interest~~The ~~expense~~Company ~~for~~incurred ~~fiscal~~a ~~year~~net ~~2011~~loss ~~was~~of $16,~~302~~085,~~257~~212 ~~compared to $236,992~~ in fiscal year ~~2010.~~2012 ~~The~~compared ~~financial~~to ~~results~~net ~~of SATCO are included in the~~ loss ~~from discontinued operations~~ of $~~602~~4,~~885 in fiscal year 2011 and $899~~977,~~036~~283, in fiscal year ~~2010~~2011.

~~The~~Fully ~~Company~~diluted ~~incurred~~income a(loss) ~~net~~per ~~loss~~share ofwas ($~~4,977,283~~0.00) loss per share in fiscal year ~~2011~~ 2012 compared to ~~net~~ loss of ($~~4,487,454,~~0.29) per share in fiscal ~~year 2010~~2011.

~~Fully diluted income (loss) per share was ($0.29) loss per share in fiscal year 2011 compared to loss of ($4.27) per share in fiscal 2010.~~47

LIQUIDITY AND CAPITAL RESOURCES

Cash on hand at December 31, ~~2011~~2012 was $~~2,696~~401 compared to $92,~~272~~ 696 at the beginning of the year. The Company had working capital deficit of $56,~~508~~827,~~006~~673 at December 31, ~~2011~~2012 compared to a working capital deficit of $75,~~048~~604,~~737~~396 at December 31, ~~2010~~2011.

Cash used by operating activities was $~~627~~373,~~760~~468 for the year ended December 31, ~~2011~~2012, compared with $1627,~~189,179~~760 used for the year ended December 31, ~~2010~~2011.

The Company received new loans in fiscal year ~~2011~~2012 of $~~844~~1,~~021~~ 064,664 compared to $2844,~~417,562~~021 in fiscal year ~~2010~~2011 by issuing promissory notes.

Total assets decreased to $21,~~704~~333,~~748~~508 at December 31, ~~2011~~2012 compared to $32,~~662~~704,~~187~~748 at the beginning of the year mainly as a result of the disposal of half ~~the SATCO subsidiary despite the acquisition~~ of ~~Arctic Solar Engineering, Inc. and~~ the Tubb oil and gas leases.

Shareholders’ equity decreased to a deficit of $47,~~678~~362,~~508~~ 078 at December 31, ~~2011~~2012 from $34,~~531~~678,~~948~~508 at December 31, ~~2010~~2011.

Finally, we recorded a net loss during ~~2011~~2012 of $46,~~977~~085,~~283~~212 compared with a net loss during ~~2010~~2011 of $4,~~487~~977,~~454~~283.

The Company must generally undertake certain ongoing expenditures in connection with rebuilding, expanding and developing its oil and gas business and related acquisition activity and its business acquisition activities, and for various past and present legal, accounting, consulting, and technical review, and to perform due diligence for the acquisition and development programs for both lines of business; furthering research for new and ongoing business prospects, and in pursuing capital financing for its existing available rights and proposed operations.

For financing activities in ~~2011~~2012, management obtained $~~844~~1,~~021~~ 064,664 by issuing Promissory Notes. Proceeds were used for acquisitions and working capital.

Management has estimated that cost for initially paying down certain of the Company’s recent debt, providing necessary working capital, and activating development of its current plans for domestic oil and gas segment operations, alternative energy division, acquisition and development, and its rebuilding proposed for Telecom, ITS / DOT business operations and activities, acquisition and developments, will initially require a ~~very~~ minimum of $3,500,000 to $7,500,000 to a maximum of $8,000,000 to $10 million during the first six to twelve months of fiscal ~~2012~~2013.

Financing our full expansion and development plans for our oil and gas operations could require up to $50,000,000 or more. The Company may elect to reduce or increase its requirement as circumstances dictate. We may elect to revise these plans and requirements for funds depending on factors including; changes in acquisition and development estimates; interim corporate and project finance requirements; unexpected timing of markets as to cyclical aspects as a whole; currency and exchange rates; project availability with respect to interest and timing factors indicated from parties representing potential sources of capital; structure and status of our strategic alliances, potential joint venture partners, and or our targeted acquisitions and or interests.

The Company cannot predict that it will be successful in obtaining funding for its plans or that it will achieve profitability in fiscal ~~2012~~2013.

4448

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EGPI FIRECREEK, INC.

CONSOLIDATED

FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND DECEMBER 31, ~~2010~~2011

Index to Financial Statements

Report of Independent Registered Public Accounting Firm		F2F-F32
Consolidated Balance Sheets		F-3 - F-4
Consolidated Statements of Operations		F-5
Consolidated Statements of Cash Flows		F6F-F76 - F-7
Consolidated Statement of Changes in Shareholders’ Deficit		F-8
Notes to the Consolidated Financial Statements		F-9 –- F-1732

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EGPI Firecreek, Inc.

We have audited the accompanying consolidated balance sheets of EGPI Firecreek, Inc. (the “Company”) as of December 31, ~~2011~~2012 and December 31, ~~2010~~2011 and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of EGPI Firecreek, Inc. (the “Company”) as of December 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations, cash flows, and changes in shareholders’ deficit for the years then ended described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

May 79, ~~2012~~2013

F - 2

EGPI Firecreek, Inc.

Consolidated Balance Sheets

As of December 31, ~~2011~~2012 and December 31, ~~2010~~2011

	12/31/11		12/31/10
	12/31/12		12/31/11
ASSETS
Current assets:
Cash	$	~~2,696~~401	$	92,~~272~~481
Accounts receivable		-		14,835
Current assets related to discontinued operations
Prepaid expenses		-		5,900
Other receivable		-		215
Current assets held for sale
Total current assets related to discontinued operations		-		215
Cash		-		658
Total current assets	$	401	$	2,696
Accounts receivable		-		111,568
Prepaid expenses		-		3,165
Total current assets	$	2,696	$	145,398
Other assets:
Investment in Terra Telecom, Inc.		-		18,000
Fixed assets - net		440,096		565,509
Fixed assets - net		577,958		568,560
Oil and natural gas properties - proved reserves		892,839		1,849,843
Oil and natural gas properties – proved reserves		2,124,094		163,500
Other assets related to discontinues operations
Other assets held for sale
Fixed assets-net		172		12,449
Intangible Assets – net of amortization		-		2,745,260
Oil and natural gas properties-proved reserves - net		-		274,251
Fixed assets - net		-		21,469
Total other assets related to discontinued operations		172		286,700
Total other assets		21,~~702~~333,~~052~~107		32,~~516~~702,~~789~~052
Total assets	$	21,~~704~~333,~~748~~508	$	32,~~662~~704,~~187~~748

See the notes to the consolidated financial statements

F - 3

EGPI Firecreek, Inc.

Consolidated Balance Sheets

As of December 31, ~~2011~~2012 and December 31, ~~2010~~2011

	12/31/11			12/31/10
	12/31/12			12/31/11
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable & accrued expenses	$	1,~~066~~512,~~424~~057		$	~~558~~1,~~489~~001,584
Notes payable		2,~~767~~827,~~589~~017			32,~~307~~767,~~224~~589
Convertible notes, net of discount		~~480~~817,~~221~~235			44480,~~490~~221
Capital lease obligation		56,872			56,872
Advances & notes payable - related parties		~~477~~810,~~876~~248			~~188~~477,~~718~~876
Derivative Liabilities		~~639~~637,~~859~~685			~~823~~639,~~846~~859
Asset retirement obligation		2111,~~861~~789			510,~~368~~930
Current liabilities associated with assets held for sale
Current liabilities related to discontinued operations
Accounts payable & accrued expenses		-			2,209,128
Accounts payable and accrued expenses		58,380			64,840
Total current liabilities	$	5,510,702		$	7,194,135
Notes payable		96,390			96,390
Asset retirement obligation		-			10,931
Total current liabilities related to discontinued operations		166,559			172,161
Total current liabilities		6,827,673			5,607,092
Commitments and contingencies:
Series D preferred stock,2.5 million authorized, par value $0.001, convertible into common shares, 2,490 and 0 shares issued and outstanding at December 31, 2011 and December 31,2010, respectively.		1,872,554			-
Series D preferred stock, 2.5 million authorized, par value $0.001, convertible into common shares, 2,484 and 2,490 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively.		1,867,913			1,872,554
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	$	-		$	-
Series B preferred stock, 20 million authorized, par value $0.001,one share convertible to one common share, no stated dividend, none outstanding		-			-
Series C preferred stock, 20 million authorized, par value $.001, each share has 21, 200 votes per share, are not convertible, have no stated dividend; 87,142 and 14,286 shares outstanding at December 31, 2011 and 2010, respectively		87			14
Series C preferred stock, 20 million authorized, par value $0.001, each share has 21, 200 votes per share, are not convertible, have no stated dividend; 87,142 and 14,286 shares outstanding at December 31, 2012 and 2011, respectively		1,087			87
Common stock- $0.001 par value, authorized 5,000,000,000 shares, issued and outstanding, 99,648,493 at December 31, 2011 and 103,831 at December 31, 2010		99,648			104
Common stock, $0.001 par value, authorized 5,000,000,000 shares, issued and outstanding, 19,042,936,579 at December 31, 2012 and 99,648,493 at December 31, 2011		19,042,937			99,648
Additional paid in capital		2913,~~668~~908,~~977~~687			2529,~~951~~668,~~275~~977
Other comprehensive income		~~214~~200,~~499~~640			219,~~209~~499
Common stock subscribed		1,~~466~~697,~~364~~866			1,~~448~~466,~~250~~364
Contingent holdback		2,000			2,000
Accumulated deficit		(3642,~~130~~215,~~083~~295	)		(3136,~~152~~130,~~800~~083	)
Total shareholders' deficit		(47,~~678~~362,~~508~~078	)		(34,~~531~~678,~~948~~508	)
Total Liabilities & Shareholders' Deficit	$	21,~~704~~333,~~748~~508			32,~~662~~704,~~187~~748

See the notes to the consolidated financial statements.

F - 4

EGPI Firecreek, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, ~~2011~~ 2012 and December 31, ~~2010~~2011

	For the twelve months ended			For the twelve months ended
	12/31/11			12/31/10
	12/31/12			12/31/11
Revenues
Gross revenue from services rendered	$	-		$	15,705
Gross revenue from sales	$	-		$	47,367
Gross revenues from oil and gas sales		~~246~~124,~~350~~157			-246,350
Gross revenues from sales		47,362			-
Total revenue		124,157			293,712
Total revenue		293,712			15,705
Cost of sales					(100,790	)
Cost of sales
Well operation costs		(146,046	)		(264,556	)
Cost of sales		(100,790	)		-
Gross margin		(21,889	)		(71,634	)
Well operation costs		(264,556	)		-
Gross margin		(71,634	)		15,705
General and administrative expenses:
Impairment of goodwill		22,119			10,678
General administration		(2,555,097	)		(2,136,451	)
Impairment of oil and gas reserves		163,500			-
Total general & administrative expenses		(2,555,097	)		(2,136,451	)
Impairment of intangibles		309,816			26,839
Net loss from operations	$	(2,576,986	)	$	(2,208,085	)
General and administrative expenses		1,641,016			2,139,576
Total general & administrative expenses		(2,136,451	)		(2,177,093	)
Net loss from operations	$	(2, 208,085)		$	(2,161,388	)
Other revenues and expenses:
Gain (loss) on asset disposal		31,970			-
Interest expense		(1,339,698	)		(1,302,257	)
Interest expense		(1,302,257	)		(236,992	)
Gain (loss) on conversion of debt		(1,260,101	)		(1,336,228	)
Other income (expense)		1,339			-
Gain (loss) on legal settlement		(177,000	)		-
Gain (Loss) on settlement of debt		(1,368,198	)		(656,192	)
Other income (expense)		39,514			1,339
Gain (Loss) on derivatives		~~470~~(115,~~833~~864	)		~~(533~~470,~~846~~833	)
Net loss before provision for income taxes	$	(45,~~374~~430,~~398~~135	)	$	(34,~~588~~374,~~418~~398	)
Provision for income taxes		-			-
Loss from continuing operations		(45,~~374~~430,~~398~~135	)		(34,~~588~~374,~~418~~398	)
Loss from discontinued operations		(~~602~~655,~~885~~077	)		(~~899~~602,~~036~~855	)
Net loss	$	(46,~~977~~085,~~283~~212	)	$	(4,~~487~~977,~~454~~283	)
Foreign currency translation		(413,~~710~~859	)		~~219~~(4,~~209~~710	)
Net comprehensive loss		(46,~~981~~099,~~993~~081	)		(4,~~268~~981,~~245~~993	)
Basic and diluted net income (loss) per common share:
Basic and diluted loss per share from continuing operations	$	(0.2600	)	$	(30.4226	)
Basic and diluted loss per share from discontinued operations	$	(0.0300	)	$	(0.8503	)
Basic and diluted net loss per share	$	(0.2900	)	$	(40.2729	)
Weighted average of common shares outstanding:
Basic and fully diluted		177,~~258~~135,~~287~~953,987			117,~~050~~258,~~634~~287

See the notes to the consolidated financial statements.

F - 5

EGPI Firecreek, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, ~~2011~~ 2012 and December 31, ~~2010~~2011

	For the twelve months ended			For the twelve months ended
	12/31/11			12/31/10
	12/31/12			12/31/11
Operating Activities:
Net income (loss)	$	(46,~~977~~085,~~283~~212	)	$	(4,~~487~~977,~~455~~283	)
Adjustments to reconcile net loss items not requiring the use of cash:
Impairment of goodwill		~~22,119~~-			~~444~~22,119
Impairment of intangibles		~~309,816~~-			26309,~~839~~816
Impairment of oil and gas reserves		~~163~~534,~~500~~580			-163,500
Impairment of fixed assets		-			3,621
Accretion of asset retirement obligation		2,431			4,617
Accretion of asset retirement obligation		4,617			-
Common shares issued and subscribed for services		913,012			35,303
Common shares issued for services		35,303			726,733
Preferred shares issued for services		68,000			75,000
Preferred shares issued for services		75,000			162,000
Gain on conversion of preferred stock		-			(14,242	)
Gain on conversion of preferred stock		(14,242	)		-
Loss (Gain) on change in derivative		115,325			(470,833	)
Gain on change in derivative		(470,833	)		533,846
Loss on settlement and conversion of debt		1,260,101			1,382,440
Loss on settlement and conversion of debt		1,382,440			904,591
Promissory notes issued for services		180,000			330,000
Promissory notes issued for services		330,000			-
Adjustment of ARO		(3,860	)		-
(Gain) loss on disposal of fixed assets		-			(2,927	)
(Gain) loss on disposal of oil and gas properties		595,684			-
Depreciation		9897,~~615~~894			5698,~~344~~615
Depletion		~~112~~248,~~293~~697			-112,293
Amortization of intangibles		~~88,569~~-			7388,~~601~~569
Amortization of debt discount		~~769~~618,~~772~~616			44769,~~490~~772
Bad debt expense		~~218,473~~-			~~(221~~218,~~095~~473	)
Imputed interest		4989,~~149~~578			-49,149
Loss on disposition of SATCO		~~586,924~~-			-586,924
Gain on issuance of common shares to shareholders of Terra Telecom, Inc.		~~(31,970~~-	)		-(31,970	)
Changes in other operating assets and liabilities:
Accounts receivable		~~139,248~~-			~~833~~139,~~858~~248
Inventory		~~30,627~~-			6630,~~290~~627
Accounts payable and accrued expenses		~~493~~964,~~637~~961			~~(132~~493,~~660~~637	)
Accounts payable and accrued expenses - related party		~~(49~~26,~~370~~725	)		~~183~~(49,~~800~~370	)
Prepaid expenses		~~5,836~~-			385,~~501~~836
Other assets		-			-
Net cash used by operations		(373,468	)		(627,760	)
Net cash used by operations		(627,760	)		(1,189,179	)
Investing Activities:
Acquisition of fixed assets		-			~~(57,000~~-	)
Cash paid for development of oil & gas properties		(~~165~~565,~~162~~420	)		-(165,162	)
Cash acquired in Arctic Solar Engineering acquisitions		~~538~~-			-538
Net cash used by investing activities		(~~164~~565,~~624~~420	)		(57164,~~000~~624	)
Financing Activities:
Proceeds from the sale of stock		-			61,004
Principal payments on debt		(90,587	)		(39,834	)
Principal payments on debt		(39,834	)		(1,453,426	)
Principal payments on debt - related parties		(23,626	)		(13,669	)
Principal payments on debt - related parties		(13,669	)		(6,523	)
Borrowings on debt		564,358			516,082
Borrowings on debt		516,082			2,417,562
Borrowings on debt-related parties		500,306			327,939
Borrowings on debt-related parties		327,939			-
Net cash provided by financing activities		950,451			790,518
Net cash provided by financing activities		790,518			1,018,617
Foreign currency translation		(13,859	)		(4,710	)
Foreign currency translation		(4,710	)		219,209
Net increase (decrease) in cash during the period	$	(2,296	)	$	(6,576	)
Net increase (decrease) in cash during the period	$	(6,576	)	$	(8,353	)
Cash balance at January 1st		2,696			9,272
Cash balance at January 1st		9,272			17,625
Cash balance at December 31st	$	400		$	2,696
Cash balance at December 31st	$	2,696		$	9,272
Supplemental disclosures of cash flow information:
Interest paid during the year	$	38,733		$	3,400
Income taxes paid during the year	$	-		$	-
Non-cash activities:
Common stock issued for:
Debt conversion and settlement		1,640,063			3,153,255
Preferred stock conversion		704			-
Chanwest acquisition		-			268,276
Redquartz acquisition		-			4,464,400
Arctic Solar acquisition		49,800			-
Shareholders of Terra Telecom, Inc.		18,000			-
Exchange of PP&E for loan payable		-			200,000
Assets acquired in capital lease		-			56,872
Discount on notes payable		610,451			290,000
Adjustment to asset retirement obligations		11,876			1,031
Adjustment due to settlement of derivative liability		603,401			-
Accounts payable converted to promissory notes		215,525			-
Investment in Terra Telecom, Inc. by common stock subscribed		-			18,000
Preferred shares subscribed to acquire oil and gas lease		2,167,296			-

~~See~~F ~~the~~- ~~notes to the consolidated financial statements.~~6

~~F-6~~EGPI Firecreek, Inc.

~~EGPI~~Consolidated ~~Firecreek,~~Statements ~~Inc.~~of Cash Flows

~~Consolidated~~For ~~Statement~~the ofYears ~~Changes~~Ended ~~in Shareholders’~~December ~~Deficit~~31, 2012 and December 31, 2011

~~For the period from December 31, 2009 to December 31, 2011~~Continued

															Other
		For the		For the
															Compre-			Common
		twelve months ended		twelve months ended
	Preferred		Preferred		Common		Common		Paid in			Accumulated			hensive			Stock
		12/31/12		12/31/11
	Shares		Value		Shares		Value		Capital			Deficit			Loss			Subscribed			Other		Total
Supplemental disclosures of cash flow information:
Balance at December 31,2009		5,000		5		2,059		2		25,723,862			(26,665,346	)		-			1,036,224			-		94,747
Interest paid during the year	$	41,941	$	38,733
Issued common shares for services						5,132		5		726,728														726,733
Income taxes paid during the year	$	-	$	-
Issued common shares for cash						93		1		61,003									(47,504	)				13,500
Non-cash activities:
Issued common shares for settlement of debt						95,747		95		3,647,092									410,659					4,057,846
Common stock issued for:
Issued preferred shares for services		9,286		9						161,991														162,000
Debt conversion and settlement		1,838,047		1,640,063
Investment in Terra Telecom, Inc.																			18,000					18,000
Preferred stock conversion		16,250		704
Redquartz acquisition										(4,464,400	)													(4,464,400	)
Arctic Solar acquisition		-		49,800
Chanwest acquisition						800		1		94,999									30,871			2,000		127,871
Common shares issued to Terra shareholder		-		18,000
Other comprehensive loss																219,209								219,209
Discount on notes payable		388,052		610,451
Net loss for the fiscal year													(4,487,454	)										(4,487,454	)
Adjustment to asset retirement obligations		-		11,876
Balance at December 31, 2010		14,286	$	14		103,831	$	104	$	25,951,275		$	(31,152,800	)	$	219,209		$	1,448,250		$	2,000	$	(3,531,948	)
Adjustment due to settlement of derivative liability		501,090		603,401
Issued common shares for services						2,181,259		2,181		38,726									(10,656	)				30,251
Accounts payable converted to promissory notes		60,130		215,525
Issued common shares for settlement and conversion of debt						96,050,259		96,050		2,879,256									46,770					3,022,076
Disposal of oil and gas lease interest		450,000		-
Issued preferred shares for services		72,856		73						74,927														75,000
Preferred shares subscribed to acquire oil and gas lease		-		2,167,296
Issued common shares to shareholders of Terra Telecom,Inc.						2,443		2		23,050									(18,000	)				5,052
Arctic Solar Engineering, Inc. acquisition						12,000		12		49,788														49,800
Issued common shares for conversion of preferred stock						1,298,701		1,299		(595	)													704
Adjustment due to derivative liability										603,401														603,401
Imputed interest										49,149														49,149
Other comprehensive loss																(4,710	)							(4.710	)
Net loss for the fiscal year													(4,977,283	)										(4,977,283	)
Balance at December 31, 2011		87,142		87		99,648,493		99,648		29,668,977			(36,130,083	)		214,499			1,466,364			2,000		(4,678,508	)

See the notes to the consolidated financial statements.

F - 7

EGPI Firecreek, Inc.

~~Notes~~Consolidated toStatement ~~the~~of ~~Consolidated~~Changes ~~Financial~~in ~~Statements~~Shareholders’ Deficit

For the ~~Years~~period ~~Ended~~from December 31, ~~2011 and~~2010 to December 31, ~~2010~~2012

1. Organization of the Company and Significant Accounting Principles

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

Balance at December 31,2010		14,286		14		103,831		104		25,951,275			(31,152,800	)		219,209			1,448,250			2,000		(3,531,948	)
Issued common shares for services						2,181,259		2,181		38,726									(10,656	)				30,251
Issued common shares for preferred						1,298,701		1,299		(595	)													704
Issued common shares for settlement of debt						96,050,259		96,050		2,879,256									46,770					3,022,076
Issued preferred shares for services		72,856		73						74,927														75,000
Investment in Terra Telecom, Inc.						2,443		2		23,050									(18,000	)				5,052
Arctic Solaracquisition						12,000		12		49,788														49,800
Imputed interest										49,149														49,149
Adjustment due to derivative liability										603,401														603,401
Other comprehensive loss																(4,710	)							(4,710	)
Net loss for the fiscal year													(4,977,283	)										(4,977,283	)

Balance at December 31, 2011		87,142	$	87		99,648,493	$	99,648	$	29,668,977		$	(36,130,083	)	$	214,499		$	1,466,364		$	2,000	$	(4,678,508	)
Issued common shares for services						6,524,735,714		6,524,736		(5,811,724	)								200,000					913,012
Issued common shares for settlement and conversion of debt						12,402,302,372		12,402,303		(10,595,757	)								31,502					1,838,048
Issued preferred C shares for services		1,000,000		1,000						67,000														68,000
Issued common shares for conversion of preferred stock						16,250,000		16,250		(10,477	)													5,773
Adjustment due to derivative liability										501,090														501,090
Imputed interest										89,578														89,578
Other comprehensive loss																(13,859	)							(13,859	)
Net loss for the fiscal year													(6,085,212	)										(6,085,212	)
Balance at December 31, 2012		1,087,142		1,087		19,042,936,579		19,042,937		13,908,687			(42,215,295	)		200,640			1,697,866			2,000		(7,362,078	)

~~The~~See ~~Company was incorporated in~~ the ~~State~~notes ofto ~~Nevada in October 1995. Effective October 13, 2004~~ the ~~Company,~~consolidated ~~previously~~financial ~~known as Energy Producers Inc~~statements.~~, changed its name to EGPI Firecreek, Inc.~~

~~Prior~~F 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.8

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

InNotes ~~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~~Consolidated inFinancial 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.Statements

InFor ~~November 2009~~ the ~~Company~~Years ~~acquired~~Ended ~~all~~December ~~of the issued and outstanding capital stock of South Atlantic Traffic Corporation~~31, a2011 ~~Florida corporation (“SATCO”). SATCO has been in business since 2001~~ and ~~has~~December 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 sealant31, 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.2010

In1. ~~December~~Organization ~~2009,~~of the Company’s ~~wholly owned subsidiary Energy Producers, Inc. acquired 50% working interests~~ and ~~corresponding~~Significant ~~32%~~Accounting ~~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.~~Principles

OnThe ~~March 3, 2010, the~~ Company ~~executed~~was aincorporated ~~Stock~~in ~~Purchase Agreement with~~ the ~~stockholders~~State of ~~Redquartz~~Nevada ~~LTD~~in ~~(“Sellers”~~October or1995. ~~“RQTZ”),~~Effective aOctober ~~company formed and existing under the laws of the country of Ireland~~13, ~~whereas~~2004 the Company ~~agreed to issue 100~~,~~000~~ ~~shares~~previously ofknown ~~its~~as ~~restricted~~Energy ~~common~~Producers ~~stock valued at USD $2,500 in exchange for 100% of the issued and outstanding shares of common stock, par value $0~~Inc.~~01 per share~~, ofchanged ~~RQTZ.~~its ~~All~~name ~~assets and liabilities, other than the Shareholder Notes Payable, of the RQTZ were transferred~~ to ~~the~~EGPI ~~prior owners of Redquartz. The Notes Payable represent a debt burden to RQTZ of USD $4~~Firecreek,~~464,262.~~ ~~This obligation is based in Euros and converted to our functional currency the dollar~~Inc. ~~Redquartz LTD was inactive in the first and second quarter of 2010 and had no income and expense that would affect the financial statements of the Company and therefore no pro-forma is necessary.~~

OnPrior ~~June~~to ~~11,~~December ~~2010~~2008, the Company ~~acquired~~held ~~all~~interests ofin ~~the~~various ~~issued~~gas ~~and outstanding~~& ~~stock~~oil ofwells ~~Chanwest~~located ~~Resources,~~in ~~Inc.,~~the ~~(“Chanwest~~Wyoming orand ~~CWR”) a~~ Texas ~~corporation~~area. In ~~the~~December ~~course of this acquisition~~2008, ~~Chanwest~~ ~~stockholders exchanged all outstanding common shares for~~ the Company’s ~~common~~major ~~shares~~creditor, ~~and~~Dutchess ~~other~~Private ~~provisions~~Equities Ltd. ~~Chanwest Resources~~(Dutchess), ~~Inc.~~foreclosed ~~was~~on ~~formed~~the ~~in 2009 and has been engaged in ramping up operations including acquiring~~ assets ~~related~~of to the ~~servicing and~~Company. ~~construction,~~As ~~and~~a ~~activities related to the acquisition~~result, ~~production and development for oil and gas. Chanwest has formed strategic alliances and brought key management with over 40 years experience in~~ all ~~facets~~ of the Company’s oil and gas ~~industry,~~properties towere betransferred ~~implemented on~~to ~~day~~Dutchess ~~one~~in ofsatisfaction ~~our acquisition thereof. Chanwests’ first phase~~ of ~~operations~~debt ~~include Construction and Trucking, services for drill site preparation to clear and lay pipeline (gathering systems) for operators~~owed. Chanwest operations can provide for services to maintain lease roads, set power poles and clean up oilfield spills. Chanwest works with operators or lease owners by purchase order or contract with major oil fields.

OnIn October 12008, ~~2010 EGPI Firecreek, Inc.~~ the Company ~~entered into~~effected a ~~Definitive~~1 ~~Securities~~share ~~Purchase/Exchange~~for ~~Agreement~~200 ~~with~~shares ~~Terra~~reverse ~~Telecom,~~split ~~LLC. (“Terra"). Terra is considered recognized as a leading provider~~ of ~~state-of-the-art~~its ~~communication~~common ~~technologies~~stock and aall ~~premier~~amounts ~~Alcatel-Lucent~~have ~~partner.~~been ~~They~~retroactively ~~currently serve various sized companies and organizations that use and deploy communications systems, sales, service, and training while consolidating and optimizing the end user experience~~adjusted. Its goal is to provide customers value and integrity in each of these opportunities. Since 1980, Terra has focused on delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, video and associated applications. As of December 31, 2010, the Company has not assumed control of this acquisition. As a result, this company is not consolidated in the financial statements as of December 31, 2010.

~~F-8~~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.

OnIn ~~October~~November ~~18,~~2009 ~~2010,~~ the Company ~~filed~~acquired aall ~~Certificate~~ of ~~Amendment to~~the ~~its~~issued ~~Articles~~and outstanding capital stock of ~~Incorporation~~South Atlantic Traffic Corporation, ~~increasing~~a ~~its~~Florida ~~authorized~~corporation ~~common~~(“SATCO”). ~~stock,~~SATCO ~~par~~has ~~value~~been $0in business since 2001 and has several offices throughout the Southeast United States.~~001~~ ~~per~~SATCO ~~share,~~carries toa ~~3,000,000,000~~variety of products and inventory geared primarily towards the transportation industry. SATCO offers transportation products ranging from 1loop sealant,~~300~~ traffic signal equipment,~~000~~ traffic and light poles,~~000~~ data/video systems and isIntelligent ~~authorized~~Traffic toSystems ~~issue~~(ITS) ~~60,000,000~~surveillance ~~shares~~systems. SATCO works closely with Department of ~~preferred~~Transportation ~~stock~~(DOT) ~~that~~agencies, ~~has~~local atraffic ~~par~~engineers, ~~value~~contractors, ofand ~~$0.001~~consultants ~~per~~to ~~share~~customize high quality traffic control systems.

OnIn ~~November~~December 92009, ~~2010,~~ the Company’s ~~affected~~wholly aowned 1subsidiary ~~share~~Energy ~~for~~Producers, Inc. acquired 50% ~~shares reverse~~working ~~split~~interests ofand ~~its~~corresponding ~~common~~32% ~~stock~~net revenue interests in oil and ~~all~~gas ~~amounts~~leases, ~~have~~reserves, ~~been~~and ~~retroactively~~equipment ~~adjusted~~located in West Central Texas. The Company entered into a turnkey work program included for ~~all~~three ~~periods~~wells ~~presented~~located on the leases.

On ~~February~~March 43, ~~2011~~2010, the Company ~~entered~~executed ~~into~~a anStock Purchase Agreement ~~to acquire~~with ~~all~~the ~~100%~~stockholders of ~~Arctic~~Redquartz ~~Solar~~LTD ~~Engineering~~(“Sellers” ~~LLC~~or “RQTZ”), a ~~Missouri~~company ~~limited~~formed ~~liability~~and ~~company~~existing ~~located~~under atthe POlaws ~~Box~~of ~~4391,~~the ~~Chesterfield,~~country ~~MO 63006~~of ~~and~~Ireland, whereas the ~~owners~~Company agreed to issue 100,000 shares of ~~Membership~~its ~~Interests~~restricted common stock valued at USD $2,500 in exchange for 100% of the ~~Arctic~~issued ~~Solar~~and ~~Engineering~~outstanding ~~LLC;~~shares ~~The~~of ~~FATM~~common ~~Partnership~~stock, apar ~~Missouri~~value ~~Partnership, The~~$0.01 ~~Frederic~~per ~~Sussman~~share, ~~Living~~of ~~Trust~~RQTZ. ~~Arctic~~All ~~Solar~~assets ~~Engineering,~~and ~~LLC~~liabilities, isother anthan ~~integrator~~the Shareholder Notes Payable, of ~~Solar~~the ~~Thermal~~RQTZ ~~Energy~~were ~~technology.~~transferred ~~For~~to ~~further information~~the ~~please~~prior ~~see~~owners ~~our~~of ~~Current~~Redquartz. ~~Report~~The onNotes ~~Form~~Payable ~~8-K~~represent ~~filed~~a ondebt ~~February~~burden ~~10,~~to ~~2011~~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 ~~section~~first onand ~~“The~~second ~~Business”,~~ quarter of 2010 and ~~“Overview”~~had tono income and expense that would affect the ~~Management~~financial ~~Discussion~~statements ~~and~~of ~~Analysis~~the ~~sections,~~Company and ~~elsewhere~~therefore ~~listed~~no inpro-forma ~~this~~is ~~document~~necessary.

On ~~March~~June 211, ~~2011~~2010, the Company ~~obtained~~acquired aall ~~consent~~of ~~from~~ the ~~majority shareholders~~issued ofand ~~the~~outstanding ~~Company~~stock toof ~~amend~~Chanwest ~~the~~Resources, ~~Articles~~Inc., of(“Chanwest ~~Incorporation~~or ~~to i~~CWR”) ~~authorize~~a Texas corporation. In the ~~issuance~~course of 2this acquisition,~~500~~ Chanwest stockholders exchanged all outstanding common shares offor athe ~~new~~Company’s Dcommon ~~Series Preferred~~shares ~~Stock~~and toother ~~acquire~~provisions. anChanwest ~~interest~~Resources, inInc. anwas ~~oil~~formed in 2009 and ~~gas~~has ~~lease~~been ~~from~~engaged ~~Dutchess~~in ~~Private~~ramping ~~Equities~~up ~~Fund,~~operations ~~Ltd.~~including acquiring assets related to the servicing and construction, and ~~ii)~~activities ~~for~~related to the ~~Board of~~acquisition, ~~Directors~~production toand bedevelopment ~~able~~for tooil ~~authorize~~and ~~any~~gas. Chanwest has formed strategic alliances and ~~all~~brought ~~capitalization~~key ofmanagement ~~the~~with ~~Company~~over ~~going~~40 ~~forward~~years ~~without~~experience in all facets of the ~~need~~oil ~~for~~and ~~shareholder~~gas ~~approval~~industry, ~~and~~ ~~further~~to ~~authorized~~be ~~for~~implemented ~~the~~on ~~Board~~day one of ~~Directors~~our toacquisition ~~set~~thereof. ~~all~~Chanwests’ ~~rights,~~first ~~preferences,~~phase of operations include Construction and ~~designations~~Trucking, services for drill site preparation to clear and inlay ~~behalf~~pipeline of(gathering ~~any~~systems) ~~class of~~for ~~the~~operators. ~~Company’s~~Chanwest ~~common~~operations orcan ~~preferred~~provide ~~stock~~for services to maintain lease roads, set power poles and asclean ~~may~~up beoilfield ~~required~~spills. Chanwest works with operators or aslease ~~necessary~~owners inby ~~the~~purchase ~~best~~order ~~interest~~or ofcontract ~~the~~with ~~Company~~major oil fields.

On ~~March~~October 141, ~~2011~~2010 EGPI Firecreek, Inc. the Company entered into ~~and~~a ~~completed~~Definitive ~~the closing~~Securities ofPurchase/Exchange aAgreement ~~Stock~~with ~~Purchase~~Terra ~~Agreement~~Telecom, ~~involving~~LLC. ~~the~~(“Terra"). ~~sale~~Terra is considered recognized as a leading provider of ~~South~~state-of-the-art ~~Atlantic~~communication ~~Traffic~~technologies ~~Corporation~~and toa ~~Distressed~~premier ~~Asset~~Alcatel-Lucent ~~Acquisitions, Inc~~partner. ~~For~~They ~~further~~currently ~~information~~serve ~~please~~various ~~see~~sized ~~our~~companies ~~Current~~and ~~Report~~organizations onthat ~~Form~~use ~~8-K~~and ~~filed~~deploy oncommunications ~~March~~systems, 18sales, ~~2011~~service, and intraining while consolidating and optimizing the ~~section~~end user experience. Its goal is to provide customers value and integrity in each of these opportunities. Since 1980, Terra has focused on ~~“The Business”~~delivering enterprise solutions while leading with voice services and offering full turn-key solutions that consist of voice, data, video and ~~“Overview”~~associated toapplications. As of December 31, 2010, the ~~Management~~Company ~~Discussion~~has ~~and~~not ~~Analysis~~assumed ~~sections~~control of this acquisition. As a result, ~~and~~this ~~elsewhere~~company ~~listed~~is not consolidated in ~~this~~the ~~document~~financial statements as of December 31, 2010.

On ~~March~~October 1418, ~~2011~~2010, the Company ~~entered~~filed ~~into~~a ~~and~~Certificate ~~completed the closing~~ of aAmendment ~~Stock~~to ~~Purchase~~its ~~Agreement~~Articles ~~involving the sale~~ of ~~Oklahoma Telecom Holdings~~Incorporation, ~~Inc.~~increasing anits ~~Oklahoma~~authorized ~~corporation~~common stock, ~~formerly~~par ~~known as~~value ~~Terra Telecom, LLC~~$0.,001 anper ~~Oklahoma limited liability company and Terra Telecom~~share, ~~Inc. (“TTI”),~~ to ~~Distressed Asset Acquisitions~~3,000,000,000 ~~Inc.~~from ~~For further information please see our Current Report on Form 8-K filed on March 18~~1,300,000,000 ~~2011~~ and inis ~~the~~authorized ~~section on~~to ~~“The~~issue ~~Business”~~60,000,000 ~~and~~shares ~~“Overview”~~of topreferred ~~the~~stock ~~Management~~that ~~Discussion~~has ~~and~~a ~~Analysis~~par ~~sections,~~value ~~and~~of ~~elsewhere~~$0.001 ~~listed in~~per ~~this document~~share.

OnF ~~July~~- 7, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation, increasing its authorized common stock, par value $0.001 per share, to 5,000,000,000 from 3,000,000 and is authorized to issue 60,000,000 shares of preferred stock that has a par value of $0.001 per share.9

On ~~July~~November 79, ~~2011~~2010, the Company affected a 1 share for ~~500~~50 shares reverse split of its common stock and all amounts have been retroactively adjusted for all periods presented.

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

~~Use~~On March 2, 2011, the Company obtained a consent from the majority shareholders of ~~Estimates-~~the ~~The~~Company ~~preparation~~to amend the Articles of Incorporation to i) authorize the ~~financial~~issuance ~~statements in~~of ~~conformity~~2,500 ~~with~~shares ~~generally~~of ~~accepted~~a ~~accounting~~new ~~principles~~D ~~requires~~Series ~~management~~Preferred Stock to ~~make~~acquire ~~reasonable~~an ~~estimates~~interest in an oil and ~~assumptions~~gas ~~that affect~~lease ~~the~~from ~~reported~~Dutchess ~~amounts~~Private ofEquities ~~the~~Fund, ~~assets~~Ltd., and ~~liabilities~~ii) ~~and~~for ~~disclosure~~the Board of ~~contingent~~Directors ~~assets~~to ~~and~~be ~~liabilities~~able to authorize any and ~~the~~all ~~reported amounts~~capitalization of ~~revenues~~the Company going forward without the need for shareholder approval, and ~~expenses~~further atauthorized for the ~~date~~Board of ~~the~~Directors ~~consolidated~~to ~~financial~~set ~~statements~~all rights, preferences, and designations, for and in behalf of any class of the ~~period~~Company’s ~~they~~common ~~include.~~or ~~Actual~~preferred ~~results~~ stock, and as may ~~differ~~be ~~from~~required ~~these~~or ~~estimates~~as necessary in the best interest of the Company.

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

~~Ø Oil and~~On ~~gas:~~March ~~Revenue~~14, is2011, ~~recognized~~the ~~from~~Company ~~oil~~entered into and ~~gas~~completed ~~sales~~the atclosing ~~such~~of ~~time~~a asStock Purchase Agreement involving the ~~oil~~sale ~~and~~of ~~gas~~Oklahoma isTelecom ~~delivered~~Holdings, toInc. ~~the~~an ~~buyer~~Oklahoma corporation, formerly known as Terra Telecom, LLC., ~~Settlement~~an ~~on sales~~Oklahoma ~~occurs~~limited ~~anywhere~~liability ~~from~~company ~~two~~and ~~weeks~~Terra toTelecom, ~~two~~Inc. ~~months~~(“TTI”), ~~after~~to ~~the~~Distressed ~~delivery~~Asset ~~date~~Acquisitions, Inc. ~~The~~For ~~Company~~further ~~recognizes~~information ~~revenue~~please ~~when~~see anour ~~arrangement exists~~Current Report on Form 8-K filed on March 18, 2011 and in the ~~product~~section ~~has~~on ~~been~~“The ~~delivered~~Business”, ~~the~~and ~~sales~~“Overview” ~~price~~to isthe ~~fixed~~Management orDiscussion ~~determinable~~and Analysis sections, and ~~collectability~~elsewhere islisted ~~reasonably~~in ~~assured~~this document.

~~F-9~~On July 7, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation, increasing its authorized common stock, par value $0.001 per share, to 5,000,000,000 from 3,000,000 and is authorized to issue 60,000,000 shares of preferred stock that has a par value of $0.001 per share.

~~Ø Oilfield services:~~On ~~Revenue~~July ~~from~~7, ~~services~~2011, isthe ~~recognized~~Company ~~when~~affected ana ~~arrangement~~1 ~~exists,~~share ~~the~~for ~~services~~500 ~~are~~shares ~~rendered,~~reverse ~~the~~split ~~sales~~of ~~price~~its iscommon ~~fixed~~stock ~~or determinable,~~ and ~~collectability~~all isamounts ~~reasonably~~have ~~assured~~been retroactively adjusted for all periods presented.

~~Ø Product sales/installation:~~Consolidation- ~~Revenue~~the ~~from~~accompanying ~~product~~consolidated ~~sales~~financial orstatements ~~installation~~include ~~pertaining~~the toaccounts ~~solar~~of ~~panels and equipment are recognized with an arrangement exists,~~ the ~~product~~Company isand ~~delivered~~its orwholly ~~installed,~~owned ~~the~~subsidiaries. ~~sales~~All ~~price~~significant isinter-company ~~fixed~~balances orhave ~~determinable,~~been ~~and collectability is reasonably assured~~eliminated.

~~Cash~~Use ~~Equivalents~~of Estimates- The ~~Company~~preparation ~~considers~~of ~~all~~the ~~highly~~financial ~~liquid investments~~statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the ~~original~~reported ~~maturities~~amounts of ~~three~~the ~~months~~assets orand ~~less~~liabilities toand bedisclosure ~~cash~~of ~~equivalents.~~contingent ~~There~~assets ~~were~~and noliabilities ~~cash~~and ~~equivalents~~the asreported amounts of ~~December 31,~~revenues ~~2011~~and expenses at the date of the consolidated financial statements and ~~2010~~for the period they include. Actual results may differ from these estimates.

~~Accounts~~Revenue ~~Receivable-The Company extends credit to its customers in the normal course of business~~ and ~~performs~~Cost 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 $118,473 and $207,983 at December 31, 2011 and 2010, respectively.Recognition-

~~Inventory-Inventories~~Ø Oil ~~consist~~and ofgas: ~~merchandise~~Revenue ~~purchased for~~is ~~resale~~recognized from oil and ~~are~~gas ~~stated~~sales at such time as the ~~lower~~oil ofand ~~cost~~gas oris ~~market~~delivered ~~using~~to the ~~first-in,~~buyer. ~~first-out~~Settlement ~~(FIFO)~~on ~~method.~~sales ~~Inventories~~occurs ~~were~~anywhere ~~acquired with~~from two weeks to two months after the ~~acquisition~~delivery ofdate. ~~Arctic~~The ~~Solar~~Company ~~Engineering~~recognizes revenue when an arrangement exists, ~~LLC~~the ~~and~~product ~~were~~has ~~sold~~been ~~during~~delivered, the ~~period~~sales price is fixed or determinable, and collectability is reasonably assured.

~~Prepaid~~Ø Oilfield ~~Expenses-Prepaid~~services: ~~expenses~~Revenue ~~are~~from ~~recorded~~services atis ~~cost for~~recognized ~~payments~~when ~~for~~an ~~goods~~arrangement ~~and~~exists, the services ~~purchased~~are ~~during~~rendered, anthe ~~accounting~~sales ~~period~~price ~~but~~is ~~not~~fixed ~~used~~ or ~~consumed~~determinable, ~~during~~and ~~that~~collectability ~~accounting period. The costs are amortized over time as the benefit~~ is ~~received~~reasonably assured.

~~Oil~~Ø Product ~~and~~sales/installation: ~~Gas~~Revenue ~~Activities~~from ~~-The~~product ~~Company~~sales ~~uses~~or ~~the~~installation ~~successful efforts~~pertaining ~~method~~to ofsolar ~~accounting~~panels ~~for oil~~ and ~~gas~~equipment ~~producing activities. Under this method, acquisition costs for proved and unproved properties~~ are ~~capitalized~~recognized ~~when~~with ~~incurred.~~an ~~Exploration~~arrangement ~~costs~~exists, ~~including geological and geophysical costs,~~ the ~~costs~~product ofis ~~carrying and~~delivered ~~retaining~~or ~~unproved properties and exploratory dry hole drilling costs~~installed, ~~are expensed. Development costs, including~~ the ~~costs to~~sales ~~drill~~price ~~and~~is ~~equip~~fixed ~~development~~or ~~wells~~determinable, and ~~successful~~collectability ~~exploratory~~is ~~drilling~~reasonably ~~costs to locate proved reserves are capitalized~~assured.

~~Exploratory~~Cash 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. Equivalents-The ~~determination~~Company isconsiders ~~based~~all onhighly aliquid ~~process~~investments ~~which~~with ~~relies on interpretations of available geologic, geophysic, and engineering data. If a well is determined to be successful,~~ the ~~capitalized~~original ~~drilling~~maturities ~~costs will be reclassified as part~~ of ~~the~~three ~~cost~~months ofor ~~the~~less ~~well. If a well is determined~~ to be ~~unsuccessful,~~cash ~~the capitalized drilling costs will be charged to expense in the period the determination is made~~equivalents. IfThere anwere ~~exploratory~~no ~~well~~cash ~~requires~~equivalents ~~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~~December 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 planned31, or2012 ~~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~~2011.

InAccounts ~~the~~Receivable-The ~~absence~~Company ofextends acredit ~~determination~~to asits tocustomers ~~whether~~in the ~~reserves that~~normal ~~have~~course ~~been~~of ~~found~~business ~~can~~and beperforms ~~classified~~ongoing ascredit ~~proved,~~evaluations ~~the costs~~ of ~~drilling~~its ~~such~~customers, anmaintaining ~~exploratory~~allowances ~~well is not carried as an asset~~ for ~~more~~ ~~than~~potential ~~one~~credit ~~year~~losses ~~following completion of drilling. If~~which, ~~after~~when ~~that year has passed~~realized, ahave ~~determination~~been ~~that~~within ~~proved~~management's ~~reserves~~expectations. ~~exist cannot~~The beallowance ~~made,~~method ~~the well~~ is ~~assumed~~used to beaccount ~~impaired,~~for ~~and~~uncollectible ~~its~~amounts. ~~costs~~The ~~are~~evaluation ~~charged~~is toinherently ~~expense. Its costs can~~subjective, ~~however,~~as ~~continue~~it torequires ~~be capitalized~~estimates ifthat aare ~~sufficient~~susceptible ~~quantity~~to ofsignificant ~~reserves~~revision isas ~~discovered~~more ininformation ~~the~~becomes ~~well~~available. toAllowance ~~justify~~for ~~its~~doubtful ~~completion~~accounts aswas a$118,473 ~~producing~~at ~~well~~December ~~and~~31, ~~sufficient progress~~2011 is. ~~made~~There inwere ~~assessing~~no ~~the~~outstanding ~~reserves~~receivables ~~and~~at ~~the~~December ~~well’s~~31, ~~economic and operating feasibility~~2012.

~~The~~F ~~impairment~~- of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. The Company determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields. During 2010 after conducting an impairment analysis, the Company did not record impairment as the PV 10 ~~value of our reserves exceeded our cost.~~

~~Asset Retirement Obligations (“ARO”~~Inventory- ~~The~~Inventories ~~estimated~~consist ~~costs~~ of ~~restoration~~merchandise ~~and~~purchased ~~removal~~for ofresale ~~facilities~~and are ~~accrued.~~stated ~~The~~at ~~fair~~the ~~value~~lower of ~~a liability for an asset's retirement obligation is recorded in the period in which it is incurred and the corresponding~~ cost ~~capitalized~~or bymarket ~~increasing~~using the ~~carrying amount of the related long~~first-~~lived asset. The liability is accreted to its then present value each period~~in, ~~and the capitalized cost is depreciated with the related long~~first-~~lived~~out ~~asset.~~(FIFO) ~~If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized~~method. ~~For~~Inventories ~~all~~were ~~periods~~acquired ~~presented,~~with ~~estimated future costs of abandonment and dismantlement are included in~~ the ~~full cost~~acquisition ~~amortization base and are amortized as a component~~ of ~~depletion~~Arctic ~~expense.~~Solar ~~At December 31~~Engineering, ~~2011~~LLC and ~~2010,~~were ~~the~~sold ~~ARO~~during ofthe ~~$21,861 and $5,368 is included in liabilities and fixed assets~~period.

FPrepaid Expenses-10Prepaid 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.

~~Development~~Oil ~~costs~~and ofGas ~~proved~~Activities ~~oil~~-The ~~and~~Company ~~gas properties,~~uses ~~including~~the ~~estimated~~successful ~~dismantlement,~~efforts ~~restoration~~method ~~and~~of ~~abandonment~~accounting ~~costs~~for oil and gas producing activities. Under this method, acquisition costs, ~~are~~for ~~depreciated~~proved and ~~depleted on~~unproved aproperties ~~field~~are ~~basis~~capitalized bywhen ~~the~~incurred. ~~units-of-production~~Exploration ~~method~~costs, ~~using~~including ~~proved~~geological ~~developed~~ and ~~proved~~geophysical ~~reserves~~costs, ~~respectively.~~the ~~The~~ costs of ~~unproved oil~~carrying and ~~gas~~retaining unproved properties ~~are~~and ~~generally~~exploratory ~~combined~~dry ~~and~~hole ~~impaired~~drilling ~~over~~costs, aare ~~period~~expensed. ~~that~~Development iscosts, ~~based~~including on the ~~average~~costs ~~holding~~to ~~period~~drill ~~for such properties~~ and ~~the~~equip ~~Company's~~development ~~experience~~wells, ofand successful exploratory drilling costs to locate proved reserves are capitalized.

~~Costs~~Exploratory drilling costs are capitalized when incurred pending the determination of ~~retired,~~whether ~~sold~~a orwell ~~abandoned~~has ~~properties~~found ~~that~~proved ~~make~~reserves. up A determination of whether a ~~part~~well has found proved reserves is made shortly after drilling is completed. The determination is based on a process which relies on interpretations of anavailable ~~amortization~~geologic, ~~base~~geophysic, ~~(partial~~and ~~field)~~engineering ~~are~~data. ~~charged~~If a well is determined to ~~accumulated~~be ~~depreciation~~successful, ~~depletion~~the ~~and~~capitalized ~~amortization~~drilling ifcosts will be reclassified as part of the ~~units-~~cost of~~-production rate~~ the well. If a well is ~~not~~determined ~~significantly~~to ~~affected.~~be ~~Accordingly~~unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If an exploratory well requires a ~~gain~~major orcapital ~~loss,~~expenditure ifbefore ~~any~~production can begin, isthe ~~recognized~~cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only ~~when~~as long as: i) the well has found a ~~group~~sufficient quantity of ~~proved~~reserves ~~properties~~to ~~(entire field~~justify its completion as a producing well if the required capital expenditure is made and ii) ~~that~~drilling ~~make~~of upthe additional exploratory wells is under way or firmly planned for the ~~amortization~~near ~~base~~future. If drilling in the area is not under way or firmly planned, or if the well has ~~been~~not ~~retired~~found a commercially producible quantity of reserves, ~~abandoned~~the orexploratory ~~sold~~well is assumed to be impaired, and its costs are charged to expense.

~~Stock-Based~~In ~~Compensation- The Company estimates~~ the ~~fair~~absence ~~value~~ of ~~share-based~~a ~~payment~~determination ~~awards~~as ~~made~~ to ~~employees~~whether ~~and~~the ~~directors,~~reserves ~~including~~that ~~stock~~have ~~options,~~been ~~restricted stock~~found ~~and~~can ~~employee~~be ~~stock~~classified ~~purchases~~as ~~related to employee stock purchase plans~~proved, on the ~~date~~costs of ~~grant~~drilling ~~using~~such an ~~option-pricing~~exploratory ~~model. The~~well ~~value~~is ofnot ~~the~~carried ~~portion~~as ofan ~~the~~asset ~~award~~for ~~that~~more isthan ~~ultimately~~one ~~expected~~year tofollowing ~~vest~~completion isof ~~recognized~~drilling. asIf, anafter ~~expense~~that ~~ratably~~year ~~over~~has ~~the~~passed, ~~requisite service~~a ~~periods.~~determination Wethat ~~estimate~~proved ~~the~~reserves ~~fair~~exist ~~value~~cannot ofbe ~~each~~made, ~~share-based~~the ~~award~~well ~~using~~is ~~the~~assumed ~~Black-Sholes~~to ~~option~~be ~~pricing~~impaired, ~~model.~~and ~~The~~its ~~Black-Sholes model~~costs isare ~~highly~~charged ~~complex~~to ~~and~~expense. ~~dependent~~Its oncosts ~~key~~can, ~~estimates~~however, bycontinue ~~management.~~to ~~The~~be ~~estimates~~capitalized ~~with~~if ~~the~~a ~~greatest~~sufficient ~~degree~~quantity of ~~subjective~~reserves ~~judgment are~~is discovered in the ~~estimated~~well ~~lives~~to ofjustify ~~the~~its ~~stock-based~~completion ~~awards~~as ~~and~~a ~~the~~producing ~~estimated~~well ~~volatility~~and ofsufficient ~~our~~progress ~~stock~~is ~~price.~~made ~~The~~in ~~Black-Sholes~~assessing ~~model~~the isreserves ~~also used~~and ~~for~~the ~~our~~well’s ~~valuation~~economic ofand ~~warrants~~operating feasibility.

~~Earnings~~The ~~Per~~impairment ~~Common~~of ~~Share-Basic~~unamortized ~~earnings~~capital ~~per~~costs ~~common share~~ is ~~calculated~~measured ~~based~~at ~~upon~~a ~~the~~lease ~~weighted~~level ~~average~~and ~~number~~is ofreduced ~~common~~to ~~shares~~fair ~~outstanding~~value ~~for~~if ~~the~~it ~~period.~~is ~~Diluted~~determined ~~earnings~~that ~~per~~the ~~common~~sum ~~share is~~of ~~computed~~expected byfuture ~~dividing~~ net ~~income~~cash byflows ~~the~~is ~~weighted~~less ~~average~~than ~~number~~the ofnet ~~common~~book ~~shares~~value. ~~and~~The ~~dilutive~~Company ~~common~~determines ~~share~~if ~~equivalents~~impairment ~~(convertible notes~~has ~~and~~occurred ~~interest~~through oneither ~~the~~adverse ~~notes,~~changes ~~stock~~or ~~awards~~as ~~and~~a ~~stock~~result ~~options)~~of ~~outstanding~~the ~~during~~annual ~~the~~review ~~period~~of all fields. ~~Dilutive~~During ~~earnings~~2012 ~~per~~after ~~common~~conducting ~~share reflects~~an ~~the~~impairment ~~potential~~analysis, ~~dilution~~the ~~that~~Company ~~could~~recorded ~~occur~~impairment ifof ~~options~~$204,476 toas ~~purchase~~the ~~common~~PV ~~stock~~10 ~~were~~value ~~exercised~~of ~~for~~our ~~shares~~reserves ofexceeded ~~common~~our ~~stock~~cost. ~~Basic~~ The ~~and~~company ~~diluted~~also ~~EPS~~impaired ~~are~~development ~~the~~costs ~~same~~incurred asduring the ~~effect~~year of ~~our~~$322,689 ~~potential~~that ~~common~~did ~~stock~~not ~~equivalents~~result ~~would~~in bebringing ~~anti-dilutive~~additional reserves into production.

~~Derivative~~Asset ~~Financial~~Retirement ~~Instruments~~Obligations (“ARO”- The ~~Company~~estimated ~~generally does~~costs ~~not~~of ~~use~~restoration ~~derivative~~and ~~financial~~removal ~~instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values~~ of ~~its~~facilities ~~financial~~are ~~instruments~~accrued. The ~~Company~~fair ~~utilizes~~value ~~various types~~ of ~~financing~~a toliability ~~fund~~for ~~our~~an ~~business~~asset's ~~needs,~~retirement ~~including~~obligation ~~convertible debts~~is ~~with~~recorded ~~conversion~~in ~~features~~the ~~and~~period ~~other~~in ~~instruments~~which ~~not~~it ~~indexed~~is toincurred ~~our~~and ~~stock.~~the ~~The~~corresponding ~~convertible~~cost ~~notes~~capitalized ~~include~~by ~~fluctuating~~increasing ~~conversion rates~~the ascarrying ~~well~~amount asof ~~conversion~~the ~~price~~related ~~reset~~long-lived ~~provisions~~asset. The ~~Company~~liability ~~uses~~is aaccreted ~~lattice~~to ~~model~~its ~~for~~then ~~valuation~~present ofvalue ~~the~~each ~~derivative. For derivative financial instruments that are accounted for as liabilities~~period, and the ~~derivative~~capitalized ~~instrument~~cost is ~~initially~~depreciated ~~recorded~~with atthe ~~its~~related ~~fair~~long-lived ~~value and~~asset. ~~then~~If ~~re-valued~~the atliability ~~each~~is ~~reporting~~settled ~~date,~~for ~~with~~an ~~changes~~amount inother than the ~~fair~~recorded ~~value~~amount, ~~reported~~a ingain ~~income~~or inloss ~~accordance~~is ~~with ASC 815~~recognized. ~~The~~For ~~classification of~~all ~~derivative~~periods ~~instruments~~presented, ~~including~~estimated ~~whether~~future ~~such~~costs ~~instruments~~of ~~should~~abandonment beand ~~recorded~~dismantlement asare ~~liabilities~~included orin ~~as equity, is reassessed at~~ the ~~end~~full ofcost ~~each~~amortization ~~reporting~~base ~~period.~~and ~~Derivative instrument liabilities~~ are ~~classified~~amortized inas ~~the~~a ~~balance~~component ~~sheet~~of asdepletion ~~current~~expense. orAt ~~non-current based~~December on31, ~~whether~~2012 ~~net~~and ~~cash~~2011, ~~settlement of~~ the ~~derivative~~ARO ~~instrument~~of ~~could~~$11,789 beand ~~required~~$21,861 ~~within~~is ~~the~~included 12in ~~months~~liabilities ofand ~~the~~fixed ~~balance sheet date~~assets.

~~Fair~~Development ~~Value~~costs ~~Measurements~~of -proved ~~On January~~oil 1,and ~~2008~~gas properties, ~~the~~including ~~Company~~estimated ~~adopted guidance which defines fair value~~dismantlement, ~~establishes~~restoration aand ~~framework~~abandonment ~~for~~costs ~~using~~and ~~fair~~acquisition ~~value~~costs, toare ~~measure financial~~depreciated ~~assets~~ and ~~liabilities~~depleted on a ~~recurring~~field basis, ~~and~~by ~~expands disclosures about fair value measurements. Beginning on January 1, 2009,~~ the ~~Company~~units-of-production ~~also~~method ~~applied~~using ~~the~~proved ~~guidance~~developed ~~to non-financial assets~~ and ~~liabilities~~proved ~~measured at fair value on a non-recurring basis~~reserves, ~~which includes goodwill and intangible assets~~respectively. The ~~guidance~~costs ~~establishes a hierarchy for inputs used in measuring fair value that maximizes the use~~ of ~~observable~~unproved ~~inputs~~oil and ~~minimizes~~gas ~~the~~properties ~~use~~are ofgenerally ~~unobservable~~combined ~~inputs~~and byimpaired ~~requiring~~over ~~that~~a ~~the~~period ~~most observable inputs be used when available. Observable inputs are inputs~~ that ~~market~~is ~~participants would use in pricing the asset or liability developed~~ based on ~~market data obtained from sources independent of~~ the ~~Company.~~average ~~Unobservable~~holding ~~inputs~~period ~~are~~for ~~inputs~~such ~~that~~properties ~~reflect~~and the Company’'s ~~assumptions~~experience of ~~what~~successful ~~market participants would use in pricing the asset or liability developed based on the best information available in the circumstances~~drilling. ~~The hierarchy is broken down into three levels based on the reliability of the inputs as follows:~~

~~Level~~Costs 1of 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 ~~Valuation~~rate is ~~based~~not ~~upon~~significantly ~~unadjusted quoted~~affected. ~~market~~Accordingly, ~~prices~~a ~~for~~gain ~~identical~~or ~~assets~~loss, orif ~~liabilities~~any, inis ~~active~~recognized ~~markets~~only when a group of proved properties (entire field) that make up the ~~Company~~amortization base has ~~the~~been ~~ability~~retired, toabandoned ~~access~~or sold.

~~Level~~Stock-Based 2 Compensation-~~Valuation~~ isThe Company estimates the fair value of share-based ~~upon~~payment ~~quoted prices~~awards ~~for~~made ~~similar~~to ~~assets~~employees orand ~~liabilities~~directors, inincluding ~~active~~stock ~~markets;~~options, ~~quoted~~restricted ~~prices~~stock ~~for~~and ~~identical~~employee orstock ~~similar~~purchases ~~assets~~related orto ~~liabilities~~employee instock ~~inactive markets;~~purchase orplans, ~~valuations~~on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. We estimate the fair value of each share-based award using the Black-Sholes option pricing model. The Black-Sholes model is highly complex and dependent on ~~models~~key ~~where~~estimates by management. The estimates with the ~~significant~~greatest ~~inputs~~degree of subjective judgment are ~~observable~~the inestimated lives of the ~~market~~stock-based awards and the estimated volatility of our stock price. The Black-Sholes model is also used for our valuation of warrants.

FEarnings Per Common Share-11Basic 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.

~~Level~~F 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.~~11

Derivative Financial Instruments -The ~~following~~Company ~~table~~generally ~~presents~~does ~~assets~~not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund our business needs, including convertible debts with conversion features and ~~liabilities~~ other instruments not indexed to our stock. The convertible notes include fluctuating conversion rates as well as conversion price reset provisions. The Company uses a lattice model for valuation of the derivative. For derivative financial instruments that are ~~measured~~accounted for as liabilities, the derivative instrument is initially recorded at its fair value and ~~recognized~~then re-valued at each reporting date, with changes in the fair value asreported in income in accordance with ASC 815. The classification of ~~December~~derivative 31instruments, ~~2010~~including onwhether asuch ~~recurring~~instruments ~~and~~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-~~recurring~~current ~~basis:~~based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.

							Total
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Intangibles (non-recurring)	$	-	$	-	$	824,000	$	-
Goodwill (non-recurring)	$	-	$	-	$	2,001,840	$	-
Derivatives (recurring)	$	-	$	-	$	823,846	$	(533,846	)

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:

~~The~~Level ~~following~~1 ~~table~~- ~~presents~~Valuation ~~assets~~is ~~and liabilities~~based ~~that~~upon ~~are~~unadjusted ~~measured~~quoted ~~and~~market ~~recognized~~prices atfor ~~fair~~identical ~~value~~assets asor ofliabilities ~~December~~in ~~31,~~active ~~2011~~markets onthat athe ~~recurring~~Company ~~and~~has ~~non-recurring~~the ~~basis:~~ability to access.

Description	Level 1		Level 2		Level 3		(Losses)
Intangibles (non-recurring)	$	-	$	-	$	-	$	(309,816	)
Goodwill (non-recurring)	$	-	$	-	$	-	$	(22,119	)
Derivatives ( recurring)						639,859		470,833

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.

~~The~~Level ~~Company~~3 ~~has~~- ~~goodwill~~Valuation ~~and~~is ~~intangible assets~~based ason amodels ~~result~~where ofsignificant ~~the~~inputs ~~2009~~are ~~business~~not ~~combinations discussed throughout this form 10-K~~observable. ~~These~~The ~~assets~~unobservable ~~were~~inputs ~~valued~~reflect ~~with~~ the ~~assistance of~~Company's aown ~~valuation~~assumptions ~~consultant~~about ~~and~~the ~~consisted~~inputs ofthat ~~level~~market 3participants ~~valuation~~would ~~techniques~~use.

The ~~Company~~following ~~has~~table ~~derivative~~presents ~~liabilities as~~assets aand ~~result~~liabilities ofthat ~~2010~~are ~~convertible~~measured ~~promissory~~and ~~notes~~recognized ~~that~~at ~~include~~fair ~~embedded~~value ~~derivatives.~~as ~~These~~of ~~liabilities~~December ~~were~~31, ~~valued~~2011 ~~with~~on ~~the assistance of~~ a ~~valuation~~recurring ~~consultant~~ and ~~consisted~~non-recurring ~~of level 3 valuation techniques.~~basis:

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.

							Total
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Intangibles (non-recurring)	$	-	$	-	$	-	$	(309,816	)
Goodwill (non-recurring)	$	-	$	-	$	-	$	(22,119	)
Derivatives (recurring)	$	-	$	-	$	639,859	$	470,833

~~Fixed~~The ~~Assets-~~following ~~Fixed~~table presents assets ~~are~~ ~~stated~~and atliabilities ~~cost.~~that ~~Depreciation~~are ~~expense~~measured isand ~~computed~~recognized ~~using~~at ~~the~~fair ~~straight-line~~value ~~method~~as ~~over the estimated useful life~~ of ~~the~~December ~~asset. The~~31, ~~following~~2012 ison a ~~summary~~recurring ofand ~~the~~non-recurring ~~estimated useful lives used in computing depreciation expense~~basis:

Office equipment	3 years
Description	Level 1		Level 2		Level 3		(Losses)
Computer hardware & software	3 years
Intangibles (non-recurring)	$	-	$	-	$	-	$	-
Improvements & furniture	5 years
Goodwill (non-recurring)	$	-	$	-	$	-	$	-
Well equipment	7 years
Derivatives ( recurring)	$		$		$	637,685	$	(115,325	)

~~Expenditures~~The ~~for~~Company ~~major~~had ~~repairs~~goodwill and ~~renewals~~intangible ~~that~~assets ~~extend~~as ~~the useful~~a ~~life~~result of the ~~asset~~2009 ~~are~~business ~~capitalized~~combinations discussed throughout this form 10-K. ~~Minor~~These ~~repair~~assets ~~expenditures~~were ~~are~~valued ~~charged~~with tothe ~~expense~~assistance asof ~~incurred~~a valuation consultant and consisted of level 3 valuation techniques.

~~Impairment of Long-Lived Assets-~~The Company has ~~adopted Accounting~~derivative ~~Standards~~liabilities ~~Codification~~as ~~subtopic~~a ~~360-10,~~result ~~Property,~~of ~~Plant~~2011 ~~and~~convertible ~~Equipment~~promissory ~~("ASC~~notes ~~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~~embedded ~~changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period~~derivatives. ~~The~~These ~~Company~~liabilities ~~evaluates~~were ~~the~~valued ~~recoverability~~with ~~of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated,~~ the ~~carrying~~assistance ~~value~~ of ~~intangible~~a ~~assets~~valuation ~~will~~consultant ~~be adjusted, based on estimates of future discounted cash flows resulting from the use~~ and ~~ultimate~~consisted ~~disposition~~ of ~~the~~level ~~asset.~~3 ~~ASC~~valuation ~~360-10 also requires that those assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell~~techniques.

FThe Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-12term 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.

~~Goodwill~~F ~~and Other Intangible Assets~~ - The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company’s evaluation of goodwill completed during the year ended December 31, 2010 pertaining to SATCO resulted in no impairment. The Company’s evaluation of goodwill completed at December 31, 2010 pertaining to Chanwest resulted in a full impairment. This impairment was recorded as a reduction in the contingent holdback shares previously recorded in equity of $10,234 and an impairment expense of $444. The Company’s evaluation of goodwill and intangible assets completed during the year ended December 31, 2011 pertaining to Arctic Solar Engineering, LLC resulted in an impairment of goodwill of $22,119 and an impairment of intangibles of $309,816.12

AsFixed ofAssets- ~~December~~Fixed ~~31, 2011 and December 31, 2010, amortizable intangible~~ assets ~~consist~~are ofstated ~~trade~~at ~~names, customer contracts, patents and Non-compete clause~~cost. ~~These~~Depreciation ~~intangibles are~~expense ~~being~~is ~~amortized~~computed onusing athe straight-line ~~basis~~method over ~~their~~the estimated useful ~~lives~~life of ~~3-5~~the ~~years~~asset. ~~For~~The ~~the~~following ~~year~~is ~~ending~~a ~~December~~summary ~~31, 2011 the Company recorded amortization~~ of ~~our intangibles of $88,569 as compared to amortization of $73,601 for~~ the ~~year~~estimated ~~ending December 31, 2010. Note 15 includes the balances of all intangibles as of December 31, 2011 and December 31, 2010. The~~ useful lives ~~pertaining to~~used ~~the~~in ~~intangible~~computing ~~assets~~depreciation ~~amortized are as follows~~expense:

Intangibles acquired in acquisition of Arctic Solar Engineering, Inc.

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

	Useful life
Patents	5
Customer Base	5
Trademarks	5
Non-Compete	3

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.

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

	Useful life
Tradename	12
Customer Relationships	10

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 and intangible assets completed during the year ended December 31, 2011 pertaining to Arctic Solar Engineering, LLC resulted in an impairment of goodwill of $22,119 and an impairment of intangibles of $309,816. As of December 31, 2012, there was no goodwill or intangible asset balances to assess or impairment.

~~Foreign~~As ~~Currency~~of ~~Translation~~December ~~and~~31, ~~Transaction~~2011 ~~and translation - The financial position at present for~~ the Company’s ~~foreign subsidiary Redquartz LLC~~, ~~established~~amortizable ~~under~~intangible ~~the~~assets ~~laws~~consist of ~~the Country~~trade ofnames, ~~Ireland~~customer ~~are~~contracts, ~~determined~~patents ~~using~~and ~~(U.S.~~Non-compete ~~dollars) reporting currency as the functional currency~~clause. ~~All~~These ~~exchange~~intangibles ~~gains~~were ~~and~~being ~~losses from~~amortized ~~remeasurement~~on ofa ~~monetary~~straight-line ~~assets~~basis ~~and~~over ~~liabilities~~their ~~that~~estimated ~~are~~useful ~~not~~lives ~~denominated~~of in3-5 Uyears.S. ~~dollars~~For ~~are~~the ~~recognized~~years ~~currently~~ending inDecember ~~other comprehensive~~31, ~~income.~~2011and ~~All~~2012 ~~transactional~~the ~~gains~~Company ~~and~~recorded ~~losses~~amortization ~~are part~~ of ~~income~~our orintangibles ~~loss~~of ~~from~~$88,569 ~~operations (if~~ and ~~when~~$0, ~~incurred) will be pursuant to current accounting literature~~respectively. ~~The~~Note ~~Company’s~~15 ~~functional~~includes ~~currency is~~ the ~~U.S~~balances ~~dollar. We have an obligation related to our acquisition~~ of ~~Red~~all ~~Quartz~~intangibles as ~~discussed~~of inDecember ~~Note~~31, 72011 ~~which~~and ~~is denominated in Euro’s~~2012. The ~~change~~useful inlives ~~currency~~pertaining ~~valuation from~~to ~~our~~the ~~reporting~~intangible ~~this~~assets ~~obligation~~amortized inare ~~U.S dollars is reported~~ as ~~a component of other comprehensive income consistent with the relevant accounting literature.~~follows:

~~F-13~~Intangibles acquired in acquisition of Arctic Solar Engineering, Inc.

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.

	Useful life
Patents	5
Customer Base	5
Trademarks	5
Non-Compete	3

~~The~~F ~~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.13

~~Recent accounting~~Intangibles ~~pronouncements~~disposed ~~- In~~of ~~May~~pertaining ~~2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments~~ to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011, which for the Company is January 1, 2012.SATCO

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles — Goodwill and Other” (ASU 2011-08). ASU 2011-08 allows a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step impairment test would be performed. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption is permitted.

	Useful life
Tradename	12
Customer Relationships	10

2Foreign Currency Translation and Transaction and translation - The financial position at present for the Company’s foreign subsidiary Redquartz LLC, established under the laws of the Country of Ireland are determined using (U. ~~Going~~S. ~~Concern~~dollars) reporting currency as the functional currency. All exchange gains and losses from remeasurement of monetary assets and liabilities that are not denominated in U.S. dollars are recognized currently in other comprehensive income. All transactional gains and losses are part of income or loss from operations (if and when incurred) will be pursuant to current accounting literature. The Company’s functional currency is the U.S dollar. We have an obligation related to our acquisition of Red Quartz as discussed in Note 7 which is denominated in Euro’s. The change in currency valuation from our reporting this obligation in U.S dollars is reported as a component of other comprehensive income consistent with the relevant accounting literature.

~~The~~Income ~~accompanying~~taxes- ~~consolidated~~The ~~financial statements~~Company ~~have~~accounts ~~been~~for ~~prepared~~income ontaxes ausing ~~going~~the ~~concern~~asset ~~basis~~and ofliability ~~accounting~~method, which ~~contemplates~~requires ~~continuity~~the establishment of ~~operations,~~deferred ~~realization of~~tax assets and liabilities ~~and~~for ~~commitments~~the intemporary differences between the ~~normal~~financial ~~course~~reporting ofbasis ~~business.~~and ~~The~~the ~~accompanying~~tax ~~consolidated~~basis ~~financial~~of ~~statements do~~the ~~not~~Company’s ~~reflect~~assets ~~any~~and ~~adjustments~~liabilities ~~that~~at ~~might~~enacted ~~result~~tax ifrates ~~the~~expected ~~Company~~to isbe ~~unable~~in toeffect ~~continue~~when assuch aamounts ~~going~~are ~~concern~~realized or settled. The ~~Company~~effect ~~has~~on ~~experienced substantial~~deferred ~~losses,~~tax ~~maintains~~assets and liabilities of a ~~negative~~change ~~working~~in ~~capital~~tax ~~and~~rates ~~capital~~is ~~deficits,~~recognized ~~which~~in ~~raise~~income ~~substantial~~in ~~doubt~~the ~~about~~period that includes the ~~Company's ability~~enactment date. A valuation allowance is provided to ~~continue~~the asextent adeferred ~~going~~tax ~~concern~~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 isuses ~~working~~a torecognition ~~manage~~threshold ~~its~~and ~~current liabilities~~measurement ~~while~~attribute itfor ~~continues~~the tofinancial ~~make~~statement ~~changes~~recognition inand ~~operations~~measurement toof ~~improve~~a ~~its~~tax ~~cash~~position ~~flow~~taken ~~and~~or ~~liquidity~~expected ~~position~~to be taken in a tax return. The ~~ability~~guidance ofrequires the Company to ~~continue~~recognize astax abenefits ~~going~~only ~~concern~~for ~~and~~tax ~~appropriateness~~positions ofthat ~~using~~are ~~the~~more ~~going~~likely ~~concern~~than ~~basis~~not isto ~~dependent~~be sustained upon ~~the~~examination ~~Company’s ability~~by totax ~~generate~~authorities. ~~revenue~~The ~~from~~amount recognized is measured as the ~~sale~~largest amount of ~~its~~benefit ~~services~~that ~~and~~is ~~the~~greater ~~cooperation~~than of50 ~~the~~percent ~~Company’s~~likely ~~note~~to ~~holders~~be torealized ~~assist~~upon ~~with obtaining~~settlement. ~~working~~A ~~capital~~liability tofor ~~meet~~“unrecognized ~~operating~~tax ~~costs~~benefits” inis ~~addition~~recorded tofor any tax benefits claimed in our ~~ability~~tax toreturns ~~raise~~that ~~funds~~do not meet these recognition and measurement standards.

3Recent accounting pronouncements - In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common ~~Stock~~Fair ~~Transactions~~Value Measurement and ~~Reverse~~Disclosure ~~Stock~~Requirements ~~Split~~in U.S. GAAP and IFRSs. This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011, which for the Company is January 1, 2012.

~~During~~In September 2011, the ~~year~~FASB ~~ended~~issued ~~December~~ASU 31No. 2011-08, ~~2010,~~“Intangibles ~~the~~- ~~Company~~Goodwill ~~issued 5,132~~and ~~shares~~Other” (ASU 2011-08). ASU 2011-08 allows a qualitative assessment of ~~common~~whether ~~stock~~it ~~for~~is ~~services~~more likely than not that ~~were~~a ~~expensed~~reporting ~~and~~unit’s ~~valued~~fair atvalue ~~$726,733~~is ~~based~~less ~~upon~~than ~~the~~its ~~closing~~carrying ~~price~~amount ofbefore applying the ~~Company’s common~~two-step ~~stock~~goodwill atimpairment test. If it is more likely than not that the ~~date~~fair value of ~~grant~~a reporting unit is less than its carrying amount, then the two-step impairment test would be performed. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption is permitted.

~~During the year ended December 31, 2010, the Company issued 93 shares of common stock~~2. Going The company received $47,504 and $13,500 in cash in the year ended December 31, 2009 and 2010, respectively. The cash received in the year ended December 31, 2009 was reflected in common stock subscribed at December 31, 2009 in the amount of $47,504.Concern

~~During~~The ~~the~~accompanying ~~year~~consolidated ~~ended~~financial ~~December~~statements ~~31,~~have ~~2010,~~been ~~the~~prepared ~~Company~~on ~~granted $4,057,846~~a ingoing ~~common~~concern ~~stock~~basis ~~to extinguish debt~~ of $3accounting,~~153,255~~ ~~resulting~~which incontemplates acontinuity ~~loss~~of onoperations, ~~extinguishment~~realization of ~~debt~~assets ofand ~~$904,591~~liabilities ~~based~~and ~~upon the~~commitments ~~closing~~in ~~price of~~ the ~~Company’s~~normal ~~common~~course ~~stock~~of atbusiness. ~~the~~The ~~grant~~accompanying ~~date~~consolidated ~~less~~financial ~~the~~statements ~~carrying~~do ~~value~~not ofreflect ~~the~~any ~~debt~~adjustments that ~~was~~might ~~exchanged. Only~~result aif ~~portion~~the ofCompany ~~the~~is ~~total~~unable ~~shares~~to ~~were~~continue ~~issued~~as ~~during~~a ~~the~~going ~~year~~concern. ~~95,747~~The ~~common~~Company ~~shares~~has ~~valued~~experienced atsubstantial $3losses,~~647,187~~ ~~were~~maintains ~~issued~~a ~~during~~negative ~~the year~~working ~~ended~~capital ~~December~~and ~~31,~~capital ~~2010. The remaining 21~~deficits,~~666~~ ~~common~~which ~~shares~~raise tosubstantial bedoubt ~~issued,~~about ~~with~~the aCompany's ~~fair~~ability ~~value~~to ofcontinue ~~$410,659, are recorded in common stock subscribed~~ as ofa ~~December~~going ~~31, 2010~~concern.

~~During~~The ~~the~~Company ~~year~~is ~~ended~~working ~~December~~to ~~31,~~manage ~~2010,~~its ~~the~~current ~~Company~~liabilities ~~granted 1,200~~while ~~shares~~it ofcontinues ~~common~~to ~~stock~~make aschanges ~~payment~~in operations to ~~acquire~~improve ~~Terra~~its ~~Telecom,~~cash ~~Inc~~flow and liquidity position. The ~~fair~~ability ~~value~~ of ~~these~~the ~~shares~~Company ~~was~~to ~~recorded~~continue ~~based~~as ona ~~the closing~~going ~~price~~concern and appropriateness of using the going concern basis is dependent upon the Company’s ~~common~~ability ~~stock~~to ongenerate revenue from the ~~date~~sale of ~~closing,~~its ~~resulting~~services inand athe ~~value~~cooperation of ~~$18,000.~~the AsCompany’s ofnote ~~December~~holders ~~31,~~to ~~2010, these~~assist ~~shares~~with ~~have~~obtaining ~~not~~working ~~been~~capital ~~issued~~to ~~and~~meet ~~are~~operating ~~recorded~~costs in ~~common~~addition ~~stock~~to ~~subscribed~~our ability to raise funds.

~~F-14~~3. Common Stock Transactions and Reverse Stock Split

During the year ended December 31, ~~2010~~2012, the Company ~~granted 826~~ issued 6,524,735 shares asof ~~payment~~common tostock ~~acquire~~for ~~Chanwest~~services ~~Resources~~that ~~with~~were aexpensed ~~total~~and ~~value~~valued ofat $~~125~~913,~~871~~012 based onupon the closing price of the Company’s common stock at the ~~acquisition~~ date. As of ~~December 31, 2010, the Company issued 800 shares of common stock valued at $95,000~~grant. The remaining $30,871 is recorded as common stock subscribed at December 31, 2010. The company also recorded $2,000 in other equity for the fair value of the contingent consideration pertaining to the pool of shares set aside for the employees of Chanwest as part of the acquisition.

OnDuring ~~November~~the 9year ended December 31, ~~2010~~2012, the ~~Company~~holder ~~affected~~converted a6 1shares ~~share~~of ~~for~~Preferred 50D ~~shares reverse~~stock ~~split~~by issuing 16,250,000 shares of ~~its~~ common stock. The ~~and~~conversion ~~all~~was ~~amounts~~executed ~~have~~outside ~~been~~of ~~retroactively~~the ~~adjusted~~terms ~~for~~of ~~all~~the ~~periods~~convertible ~~presented~~preferred stock and a loss of $1,131 resulted.

During the year ended December 31, ~~2011~~2012, the Company ~~issued 2~~granted 12,~~181~~402,~~259~~ 302,372 shares ofin common stock ~~for~~to ~~services~~extinguish ~~that~~debt ~~were~~of ~~expensed~~$652,089 resulting in ~~the~~a ~~current~~loss ~~year~~on inextinguishment ~~the~~of ~~amount~~debt of $301,~~251.~~185,683 ~~The~~based ~~value~~upon the closing price of the ~~shares~~ ~~expensed~~Company’s incommon stock at the ~~prior~~grant ~~year~~date ~~reduced~~less the ~~amount~~carrying value of ~~common~~the ~~stock~~debt ~~subscribed~~that bywas ~~$10,656~~exchanged. inOnly ~~the~~a ~~current~~portion ~~period.~~of ~~All~~the total shares ~~issued~~ were ~~valued~~issued ~~based~~during ~~upon~~ the ~~closing~~year. ~~price~~The ofremaining ~~the~~shares ~~Company’s~~that remain unissued are recorded in common stock atsubscribed ~~the~~as ~~date~~ of ~~grant~~December 31, 2012.

During the year ended December 31, ~~2011~~2012, the Company ~~granted $3,022,076~~recorded inan ~~common~~additional ~~stock~~amount ~~to extinguish debt~~ of $1501,~~640,063~~090 ~~resulting~~to inadditional apaid ~~loss~~in oncapital ~~extinguishment~~related ofto ~~debt of $1,382,440 based upon~~ the ~~closing~~fair ~~price~~market value of the ~~Company’s~~conversion ~~common~~of ~~stock~~debts atthat ~~the~~were ~~grant~~included ~~date~~in ~~less~~ the ~~carrying~~derivative ~~value~~liability ofon the ~~debt~~conversion ~~that was exchanged~~date. ~~Only~~ aThe ~~portion~~Company ofalso ~~the~~recorded ~~total shares were issued during the year. 96~~$89,~~050,259~~578 ~~common~~in ~~shares~~imputed ~~were~~interest ~~issued~~as ~~during~~an ~~the~~increase ~~year~~to ~~ended~~additional ~~December 31,~~paid ~~2011.~~in ~~The~~capital ~~remaining~~related ~~common~~to ~~shares~~loans tothat bedid ~~issued~~not ~~have~~carry a ~~fair~~market ~~value~~rate of ~~$46,770~~interest ~~and~~or ~~are~~were ~~recorded~~non-interest ~~in common stock subscribed as of December 31, 2011~~bearing.

~~During~~F ~~the~~- year ended December 31, 2011, the Company granted 12,000 shares of common stock as payment to acquire Arctic Solar Engineering, LLC. The fair value of these shares was recorded based on the closing price of the Company’s common stock on the date of closing, resulting in a value of $49,800. During the year ended December 31, 2011, these shares were issued.14

During the year ended December 31, 2011, the Company issued 2,~~443~~181,259 shares of common stock ~~valued~~for atservices ~~$23,052.~~that Awere ~~portion~~expensed ofin ~~these~~the ~~shares,~~current 1year in the amount of $30,~~200,~~251. ~~was~~The ~~granted~~value inof the ~~prior~~shares ~~period~~expensed ~~and recorded~~ in ~~common~~the ~~stock~~prior ~~subscribed~~year inreduced the amount of ~~$18,000.~~common ~~The~~stock ~~remaining~~subscribed ~~portion~~by ~~was~~$10,656 ~~granted~~ in the ~~year~~current ~~ended~~period. ~~December~~All ~~31,~~shares ~~2011.~~issued ~~The stock~~were ~~was~~ valued based upon the closing price of the Company’s common stock at the ~~grant~~ date of grant.

During the year ended December 31, 2011, the ~~holder~~Company ~~converted 10~~granted ~~shares~~$3,022,076 in common stock to extinguish debt of ~~its~~$1,640,063 ~~series~~resulting Din ~~preferred~~a ~~stock~~loss byon ~~issuing~~extinguishment of debt of $1,~~298~~382,~~701~~440 based upon the closing price of the Company’s common ~~shares.~~stock ~~The~~at ~~conversion~~the ~~was~~grant ~~executed~~date ~~outside~~less the carrying value of the ~~terms~~ debt that was exchanged. Only a portion of the ~~convertible~~total ~~preferred~~shares ~~stock~~were ~~and~~issued during the year. 96,050,259 common shares were issued during the year ended December 31, 2011. The remaining common shares to be issued have a ~~gain~~fair value of $1446,~~242~~770 ~~resulted~~and are recorded in common stock subscribed as of December 31, 2011.

During the year ended December 31, 2011, the Company ~~recorded an~~granted ~~additional~~12,000 ~~amount~~shares of ~~$603,401~~common tostock ~~additional~~as ~~paid~~payment into ~~capital~~acquire ~~related~~Arctic toSolar ~~the~~Engineering, ~~fair~~LLC. ~~market~~The fair value of ~~the~~these ~~conversion~~shares ofwas d

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