Attached files
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| EX-10.2 - EGPI FIRECREEK, INC. | v215193_ex10-2.htm |
| EX-10.1 - EGPI FIRECREEK, INC. | v215193_ex10-1.htm |
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): March 14, 2011
EGPI FIRECREEK, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
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000-32507
(Commission File Number)
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88-0345961
(IRS Employer Identification No.)
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6564 Smoke Tree Lane, Scottsdale Arizona
(principal executive offices)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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On March 14, 2011, EGPI Firecreek, Inc. (“EGPI” or 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. (“DAAI”) for approximately $50,000 in the form of a promissory note (the “Purchase Price”). The promissory note is to be paid to EGPI on or before March 14, 2012 (the “Maturity Date) in lawful money of the United States of America and in immediately available funds the principal
sum of $50,000, together with interest on the unpaid principal of this Note from the date hereof at the interest rate of Nine Percent (9%). The Note can be extended for one additional twelve month period. Satco was acquired by EGPI as part of a Stock Purchase Agreement in November 2009.
Item 2.01. Completion of Acquisition or Disposition of Assets
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
On March 14, 2011, EGPI Firecreek, Inc. (“EGPI” or 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. (“DAAI”) for approximately $50,000 in the form of a promissory note (the “Purchase Price”). Satco was acquired by EGPI as part of a Stock Purchase Agreement in November 2009.
The unaudited pro forma consolidated financial information presented below illustrates the effect of the disposition of the Company’s interests in its wholly-owned subsidiary Satco (“Sold Assets”). The unaudited pro forma consolidated balance sheet as of September 30, 2010 is based on the historical statements of the Company as of September 30, 2010, after giving effect to the disposition of the Sold Assets as if it had occurred on September 30, 2010. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2010 is based on the historical financial statements of the Company for such periods after giving effect to the disposition of the Sold Assets, as if it had occurred on January 1, 2010. The unaudited pro forma financial information should be read in
conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s Third Quarter Form 10-Q filed with the SEC on November 22, 2010.
The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates. The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transactions occurred on the respective date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information
reflect estimates and assumptions that the Company’s management believes to be reasonable.
(c) Shell company transactions.
Not applicable
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit No.
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Identification of Exhibit
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10.1
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Stock Purchase Agreement with the Stockholders of Distressed Asset Acquisitions, Inc. as of March 14, 2011
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10.2
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Promissory Note Agreement to the Stock Purchase Agreement with Distressed Asset Acquisitions, Inc., as of March 14, 2011
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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: March 17, 2011
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EGPI FIRECREEK, INC.
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By
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/s/ Dennis R. Alexander
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Dennis R. Alexander, Chief Executive Officer
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EGPI FIRECREEK, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(Stated in U.S. Dollars)
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September 30, 2010
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Historical
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Adjustments
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Pro Forma
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ASSETS
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Current assets:
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Cash
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36,577 | (14,687 | ) | 21,890 | ||||||||
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Accounts receivable, net of allowance
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367,878 | (363,278 | ) | 4,600 | ||||||||
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Note Receivable
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- | 50,000 | (1) | 50,000 | ||||||||
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Inventory
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3,849 | (3,266 | ) | 583 | ||||||||
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Prepaid expenses
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52,841 | (27,822 | ) | 25,019 | ||||||||
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Total current assets
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461,145 | (359,053 | ) | 102,092 | ||||||||
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Other assets:
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Trade name, net of amortization
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609,928 | (609,928 | ) | - | ||||||||
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Customer list, net of amortization
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174,777 | (174,777 | ) | - | ||||||||
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Goodwill
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2,012,518 | (2,012,518 | ) | - | ||||||||
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Non-compete
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7,000 | (7,000 | ) | - | ||||||||
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Oil and natural gas properties (successful efforts method of accounting):
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- | |||||||||||
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Proved, net of accumulated depletion, depreciation, and amortization
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225,000 | - | 225,000 | |||||||||
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Fixed Assets, net
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563,697 | (25,793 | ) | 537,904 | ||||||||
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Total long term assets
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3,592,920 | (2,830,016 | ) | 762,904 | ||||||||
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Total assets
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4,054,065 | (3,189,069 | ) | 864,996 | ||||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
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Accounts payable & accrued expenses
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3,406,464 | (2,588,060 | ) | 818,404 | ||||||||
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Notes payable and convertible notes
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3,469,193 | (1,241 | ) | 3,467,952 | ||||||||
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Advances & notes payable to shareholders
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162,218 | - | 162,218 | |||||||||
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Derivative Liability
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829,515 | - | 829,515 | |||||||||
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Total current liabilities
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7,867,390 | (2,589,301 | ) | 5,278,089 | ||||||||
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Total liabilities
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7,867,390 | (2,589,301 | ) | 5,278,089 | ||||||||
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Shareholders' equity (deficit):
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Series A preferred stock, 20 million authorized, par value $0.001, one share convertible to one common share, no stated dividend, none outstanding
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- | - | - | |||||||||
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Series B preferred stock, 20 million authorized, par value $0.001, one share convertible to one common share, no stated dividend, none outstanding
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- | - | - | |||||||||
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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. 14,287 shares outstanding
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- | - | - | |||||||||
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Common stock- $0.001 par value, authorized 1,300,000,000 shares, issued and outstanding 18,175,142 at September 30, 2010 and 1,029,115 at December 31, 2009
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45,807 | - | 45,807 | |||||||||
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Additional paid in capital
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26,307,970 | - | 26,307,970 | |||||||||
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Other comprehensive income
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190,963 | - | 190,963 | |||||||||
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Common stock subscribed
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367,578 | - | 367,578 | |||||||||
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Contingent holdback
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12,234 | - | 12,234 | |||||||||
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Accumulated deficit
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(30,737,877 | ) | (599,768 | )(2) | (31,337,645 | ) | ||||||
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Total shareholders' equity (deficit)
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(3,813,325 | ) | (599,768 | ) | (4,413,093 | ) | ||||||
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Total liabilities & shareholders' equity (deficit)
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4,054,065 | (3,189,069 | ) | 864,996 | ||||||||
Pro Forma Adjustments:
The unaudited pro forma consolidated balance sheet at September 30, 2010, reflects the following adjustments:
(1) Adjustment to reflect the proceeds from the sale by the Company of its wholly-owned subsidiary, Satco.
(2) Adjustment for recognition of the net gain on the sale as if the disposition had occurred January 1, 2010.
EGPI FIRECREEK, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(Stated in U.S. Dollars)
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September 30, 2010
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Historical
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Adjustments
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Pro Forma
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Revenues
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Gross revenues from sales
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1,564,849 | 1,564,849 | ||||||||||
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Cost of sales
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1,371,083 | (1) | 1,371,083 | |||||||||
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Net revenues from sales
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193,766 | - | 193,766 | |||||||||
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General and administrative expenses:
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General administration
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2,478,075 | 2,478,075 | ||||||||||
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Total general & administrative expenses
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2,478,075 | - | 2,478,075 | |||||||||
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Net loss from operations
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(2,284,309 | ) | - | (2,284,309 | ) | |||||||
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Other revenues and expenses:
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Gain (loss) on asset disposal
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2,927 | 2,927 | ||||||||||
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Gain (loss) on Retirement of debt
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(696,694 | ) | (696,694 | ) | ||||||||
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Gain (loss) on derivatives
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(847,391 | ) | (847,391 | ) | ||||||||
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Miscellaneous Income
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- | |||||||||||
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Interest expense
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(247,064 | ) | (247,064 | ) | ||||||||
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Net income (loss) before provision for income taxes
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(4,072,531 | ) | - | (4,072,531 | ) | |||||||
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Net income (loss)
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(4,072,531 | ) | - | (4,072,531 | ) | |||||||
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Other comprehensive income (loss)
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Gain on disposal of discontinued component
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(2) | |||||||||||
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Gain (loss) from Foreign exchange translation
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190,963 | 190,963 | ||||||||||
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Total comprehensive income (loss)
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(3,881,568 | ) | - | (3,881,568 | ) | |||||||
Pro Forma Adjustments:
The unaudited pro forma statement of consolidated operations for the nine months ended September 30, 2010, reflects the following adjustments:
(1) Adjustment to eliminate General and Administrative expenses associated with the Sold Assets.
(2) Adjustment to record gain on disposition of the Sold Assets as if the disposition has occurred on January 1, 2010.