UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 16, 2010
EGPI FIRECREEK, INC.
(Exact name of registrant as specified
in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
|
000-32507
(Commission File
Number)
|
88-0345961
(IRS Employer Identification
No.)
|
|
|
6564 Smoke Tree Lane, Scottsdale
Arizona
(principal executive
offices)
|
85253
(Zip
Code)
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(480) 948-6581
(Registrant’s telephone number,
including area code)
(Former address, if changed since
last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written communications pursuant to Rule
425 under the Securities Act
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
Item
3.02 Recent
Sales of Unregistered Securities
|
Name and Address (***)
|
Date
|
Restricted
Common
Share Amt
|
Series C
Preferred
Share
Amt (****)
|
Type of
Consideration
|
Fair Market
Value of
Consideration
|
|||||||
|
Jeffrey
M. Proper
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
|
6/16/10
|
3,750,000
|
-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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15,750
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||||||
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Thomas
J. Richards
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
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6/16/10
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3,589,600
|
-0-
|
For
services rendered to the Company, and Subsidiaries
|
$
|
15,076
|
||||||
|
Larry
W. Trapp
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
|
6/16/10
|
7,679,094
|
-0-
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For
services rendered to the Company, and Subsidiaries
|
$
|
32,252
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||||||
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Melvena
Alexander
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
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6/16/10
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3,795,925
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
|
15,943
|
||||||
|
Joanne
M. Sylvanus
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
|
6/16/10
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3,720,000
|
-0-
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For
services rendered to the Company, and Subsidiaries
|
$
|
15,624
|
||||||
|
Dennis
R. Alexander
c/o
6564 Smoke Tree Lane
Scottsdale,
Arizona 85253
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6/16/10
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6,527,723
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2,143
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For
services rendered to the Company, and Subsidiaries
|
$
|
27,416
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||||||
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Robert
S. Miller Jr.
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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9,464,111
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
|
39,749
|
||||||
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David
H. Ray
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
|
6/16/10
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**11,,829,658
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1,905
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For
services rendered to the Company, and Subsidiaries
|
$
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49,685
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||||||
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Brandon
D. Ray
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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**5,914,829
|
952
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For
services rendered to the Company, and Subsidiaries
|
$
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24,842
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||||||
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Strategic
Partners Consulting, LLC.
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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**
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**
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For
services rendered to the Company, and Subsidiaries
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$
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**
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||||||
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Michael
Kocan
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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7,542,735
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**2,143
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For
services rendered to the Company, and Subsidiaries
|
$
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31,679
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||||||
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Michael
Hanlon
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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7,870,371
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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33,056
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||||||
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Garrett
Sulivan
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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1,351,244
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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5,675
|
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Tom
Davis
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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4,033,483
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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16,941
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||||||
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Amanda
Cocoran
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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160,285
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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673
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||||||
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Kelly
Davis
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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336,511
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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1,413
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||||||
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Paddy
Kelly
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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437,274
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-0-
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For
services rendered to the Company, and Subsidiaries
|
$
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1,837
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||||||
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Billy
V. Ray Jr.
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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**10,000,000
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**2,143
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For
services rendered to the Company, and Subsidiaries
|
$
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42,000
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||||||
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BVR,
Inc.
c/o
3400 Peach Tree Road, Ste 111
Atlanta,
GA 30326
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6/16/10
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**
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**
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For
services rendered to the Company, and Subsidiaries
|
$
|
**
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(*)
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.
(**)
$369,612 of the financing proceeds in the immediately preceding table was used
primarily in consideration of services rendered to the Company and/or one or
more of its subsidiaries including Energy Producers, Inc., (“EPI”), South
Atlantic Traffic, Inc. (“SATCO”), M3 Lighting, Inc. (“M3”), Redquartz LTD
(RQTZ).
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(1)
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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.
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(2)
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Mr.
Thomas J. Richards, for business and consulting and advisory services; Mr.
Richards is a shareholder and an advisor of the Company and is not a
director or officer.
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(3)
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Mr.
Larry W. Trapp, for business and consulting and advisory services; He is a
shareholder, an officer, (Executive Vice President) and director of the
Company and EPI.
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(4)
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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.
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(5)
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Joanne
M. Sylvanus provides accounting and advisory services to the Company, EPI,
SATCO, M3, and is a shareholder of the Company.
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(6)
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Dennis R. Alexander provides day
to day operational services and business consulting services to the
Company, EGPI, SATCO, M3, and is a shareholder, Chairman, director, and an
officer (CEO, CFO) of the Company.
|
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(7)
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Robert
S. Miller Jr. is a shareholder, and an Executive Vice President and
director of the Company.
|
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(8)
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**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.
|
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(9)
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**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.
|
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(10)
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**Strategic
Partners Consulting, LLC, is indirectly owned by David H. Ray (50%) and
Brandon D. Ray (50%) providing for each of their day to day operational
services and business provisions, accounting, and financial
advisory.
|
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(11)
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Michael
Kocan is a shareholder, and an officer (President) and director of the
Company.
|
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(12)
|
Michael
Hanlon is a shareholder of the Company and provides business and advisory
services. He is not an officer or director of the Company.
|
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(13)
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Garrett
Sullivan is a shareholder and director of the Company.
|
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(14)
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Tom
Davis is a shareholder of the Company and provides business and advisory
services. He is not an officer or director of the
Company.
|
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(15)
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Amanda
Cocoran is a shareholder of the Company and provides business services.
She is not an officer or director of the Company.
|
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(16)
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Kelly
Davis is a shareholder of the Company and provides advisory services.
Kelly is not an officer or director of the
Company.
|
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(17)
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Paddy
Kelly is a shareholder of the Company and provides advisory services.
He is not an officer or director of the Company.
|
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(18)
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**Billy
V. Ray Jr. provides business consulting services (through BVR, Inc.) to
the Company, EGPI, SATCO, M3, and is a shareholder, and advisor of the
Company. He is
not an officer or director of the Company.
|
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(19)
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**BVR, Inc. is indirectly owned
by Billy V. Ray Jr. which provides business consulting services to the
Company, EGPI, SATCO, M3, and is a shareholder, and advisor of the
Company.
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(***) 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.
(****)
Each share of Series C preferred stock shall have 21,200 votes on the election
of our directors and for all other purposes.
Item
8.01 Other
Information
As of
June 16, 2010, The Company is in negotiation for entry into an omnibus operating
Agreement with Emerald Management Group, LLC (EMG) a company existing and formed
under the laws of the State of Florida. The purpose of the proposed Agreement
with EMG being negotiated is to manage the affairs of the Company, utilizing
much of its present management and relationships and provide ongoing
infrastructure for potential growth. The process will consider an equitable
division of efforts, resources and income earned by and among the Members in the
management of the Company and other business opportunities as defined therein
by, among other matters including (i) causing the Company and Strategic Partners
Consulting, LLC to terminate the existing Administrative Services Agreement
(ASA) and in its place, and ii) proposes for the Emerald Management Group, LLC
(EMG) to enter into an Administrative and Management Services Agreement by which
the EMG would provide management personnel to the Company and/or its
subsidiaries. Such Agreement would provide that EMA would charge the Company and
its subsidiaries separately for personnel furnished to each entity and that the
amounts to be negotiated and due under the proposed or final Agreement be no
more than the aggregate amount paid to those personnel being furnished by EMG to
the Company and/or its subsidiaries under their individual personal employment
contracts and or month to month agreements, as established. Further, from time
to time each entity would submit a budget for such personnel services. Further,
issuances for the Company’s Common and Preferred Stock listed above under Item
3.02 would provide incentive for participation, and consideration for services
previously rendered for many aspects of the Company’s affairs. The Company will
update or amend as appropriate, when an Agreement with EMG is
concluded.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Identification of
Exhibit
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 17, 2010
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EGPI FIRECREEK,
INC.
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|||
|
|
By:
|
/s/ Dennis R. Alexander | |
| Dennis R. Alexander, Chief Executive Officer | |||