U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:
 
o
Preliminary Information Statement
 
o
Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))
 
x
Definitive Information Statement
 
EGPI FIRECREEK, INC.
(Name of the Company as Specified in its Charter)
 
Payment of Filing Fee (Check the appropriate box):
 
x
No Fee Required
 
o
Fee Computed on table below per Exchange Act Rules 14a- 6(I)(4) and 0-11.
 
 
1.
Title of each class of securities to which transaction applies:
 
 
2.
Aggregate number of securities to which transaction applies:
 
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


 
4.
Proposed aggregate offering price:


 
5.
Total fee paid:


o
Fee paid previously with preliminary materials.


o
Check box is any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
1.
Amount previously paid:
 
 
2.
Form, schedule, or registration statement number:
 
 
3.
Filing party:
 
 
4.
Date filed:
 
Notes:

 
 
 
 
INFORMATION STATEMENT
 
June 17, 2011
 
EGPI FIRECREEK, INC.
6564 Smoke Tree Lane
Scottsdale, Arizona 85253
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
 
This Information Statement is furnished by the Board of Directors of EGPI Firecreek, Inc., a Nevada corporation (the “Company”), to the holders of record at the close of business on June 5, 2011 (“Record Date”), of the Company’s outstanding common voting stock, par value $0.001 per share (“Common Stock”) pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
 
This Information Statement informs shareholders of actions taken and approved on June 6, 2011 by the principal shareholders of the Company’s common stock and Series C Preferred voting rights including in the aggregate 1,271,978,800 (collectively, the “Majority Shareholders”). The Majority Shareholders are the beneficial owners of approximately 68.57% of the issued and outstanding shares and voting rights. The only business of the meeting was as follows:
 
 
(i)
To effect a One (1) for Five Hundred (500) reverse stock split (1:500), whereby, as of the Record Date, for every five hundred shares of Common Stock then owned, each stockholder shall receive one share of Common Stock;
 
 
(ii)
To amend the Company’s Articles of Incorporation to increase the authorized common stock to 5,000,000,000 shares, listed on Appendix “A”;
 
 
 (iii)
To amend the Company’s Articles of Incorporation to authorize a total of 2,500 new Series D Preferred shares, par value $0.001 per share, and in accordance with the rights and preferences listed on Appendix “A”.



THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO
SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
 
The Company’s Majority Shareholders are the beneficial owners of approximately 68.57% of the issued and outstanding shares of the Company’s $0.001 par value common voting stock (the “Common Stock”). The Majority Shareholders have voted for the reverse stock split, and the proposed amendment to the Company’s Articles of Incorporation to increase the authorized common stock, and the Company has received their executed Written Consents, effective on June 6, 2011. A complete summary of this matter is set forth herein.
 
The stockholders of record at the close of business on June 5, 2011are being furnished copies of this Information Statement. This Information Statement is being mailed to the stockholders of the Company, commencing on or about June 18, 2011.
Accordingly, all necessary corporate approvals in connection with the matter referred to herein have been obtained, and this Information Statement is furnished solely for the purpose of informing the Company’s stockholders, in the manner required under the Securities Exchange Act of 1934, as Amended, of these corporate actions. This Information Statement is circulated to advise the Company’s shareholders of action already approved by written consent of the Majority Shareholders who collectively hold a majority of the voting power of our Common Stock. Pursuant to Rule 14c-2 under the Exchange Act the proposals will not be effective until on or about July 7, 2011, or twenty (20) days after the date this Information Statement is filed with the Securities and Exchange Commission and mailed to the shareholders. Therefore, this Information Statement is being sent to you for informational purposes only.
 
NO DISSENTERS’ RIGHTS
 
Pursuant to the Nevada Revised Statues, NRS 92A.300 to 92A.500 inclusive, none of the corporate actions described in this Information Statement will afford to stockholders the opportunity to dissent from the actions described herein and to receive an agreed or judicially appraised value for their shares.
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY STOCKHOLDER APPROVAL HAS BEEN PREVIOUSLY OBTAINED FROM THE
MAJORITY SHAREHOLDERS
 
 
 
 

Table of Contents
   
Page
     
CONSENTING SHAREHOLDERS
 
1
     
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
2
     
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
4
     
        AMENDMENTS TO THE ARTICLES OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT OF COMMON STOCK
 
8
     
         General
 
8
          Background
 
8
          Material Effects of the Reverse Stock Split
 
8
         Effect on Fractional Stockholders
 
9
         Effect on Registered and Beneficial Stockholders
 
9
         Effect on Registered Certificated Shares
 
9
         Procedure for Effecting Reverse Stock Split
 
9
         Certain Risk Factors Associated with the Reverse Stock Split
 
9
         Authorized Shares
 
10
         Accounting Matters
 
10
         Potential Anti-Takeover Effect
 
11
         No Appraisal Rights
 
11
         Federal Income Tax Consequences of the Reverse Stock Split
 
11
     
SHAREHOLDERS SHARING AN ADDRESS
 
11
     
ADDITIONAL INFORMATION
 
12
     
SIGNATURE
 
13
     
APPENDIX A
   

 
 
 
 
CONSENTING SHAREHOLDERS
 
As of June 5, 2010, the Company had 1,856,863,911 issued and outstanding shares of Common Stock of which were entitled to one vote on any matter brought to a vote of the Company’s stockholders, along with 87,142 shares of its Series C Preferred Stock, of which were entitled to twenty one thousand two hundred (21,200) votes on each Series C Preferred share and on any matter brought to a vote of the Company’s stockholders. By written consent in lieu of a meeting, dated June 6, 2011, the Board of Directors and the Majority Shareholders approved the following actions:
 
 
(i)
To effect a One (1) for Five Hundred (500) reverse stock split (1:500), whereby, as of the Record Date, for every five hundred shares of Common Stock then owned, each stockholder shall receive one share of Common Stock;
 
 
(ii)
To amend the Company’s Articles of Incorporation to increase the authorized common stock to 5,000,000,000 shares, listed on Appendix “A”;
 
 
 (iii)
To amend the Company’s Articles of Incorporation to authorize a total of 2,500 new Series D Preferred shares, par value $0.001 per share, and in accordance with the rights and preferences listed on Appendix “A”.

Effective on June 6, 2011, the following Majority Shareholders of Record on June 5, 2011, who collectively owned approximately 1,274,458  shares, along with 59,999 of the 87,142 Series C Preferred shares available for voting on these proposed actions, representing the aggregate of 68.57% of our voting common stock, and voting control through the Series C Preferred shares /1, consented in writing to the proposed actions:
 
Present Issued and Outstanding - Common Stock
   
1,856,863,911
 
100%
Present Issued and Outstanding - Preferred Series C
   
87,142
 
100%
Present Subscribed for Issuance – Preferred Series D
   
2,500
 
100%

   
Common
 
Preferred
   
Common and
   
   
Shares
 
Shares
   
Preferred Shares
   
Name of Consenting Shareholder
 
Eligible
 
Eligible/1
   
Eligible/1
 
Percent
                   
David H. Ray
*
260,461
 
1,905
 
*
40,646,461
 
2.1889%
Brandon D. Ray
*
142,165
 
952
 
*
20,324,565
 
1.0945%
Strategic Partners Consltg, L.L.C.
*
402,626
 
19,999
 
*
424,381,426
 
22.8537%
Dennis R. Alexander
**
200,000
 
20,000
 
**
424,200,000
 
22.8439%
Global Media Network USA, Inc.
**
   
17,857
 
**
378,568,400
 
20.3866%
Larry W. Trapp
 
160,000
 
-0-
   
160,000
 
0.0086%
Michael Trapp
*** 
40
 
-0-
 
***
40
 
0.0000022%
Melvena Alexander
 
80,000
 
-0-
   
80,000
 
0.0043%
David Taylor
****
100,000
 
20,000
 
****
424,100,000
 
22.8385%
Willoil Consulting, LLC
****
90,000
 
-0-
 
****
90,000
 
0.0048%
Jeffery M. Proper
 
80,000
 
-0-
   
80,000
 
0.0043%
Thomas J. Richards
 
71,792
 
-0-
   
71,792
 
0.0039%
Joanne M. Sylvanus
 
80,000
 
-0-
   
80,000
 
0.0043%
Total Effective Votes
 
1,274,458
 
59,999
   
1,273,253,258
 
68.5669%

/1 Series C has liquidation preference over common stock and effective as of May 20, 2009 i) Voting Rights for each share of Series C Preferred Stock 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.

* Consists of the aggregate of 402,626 shares of common stock and 19,999 shares of Series C Preferred Stock.
**Consists of 200,000 shares of common stock and 20,000 shares of Series C Preferred Stock.
*** Less than one hundredth of one percent
****Consists of 190,000 shares of common stock and 20,000 shares of Series C Preferred Stock.

We are not seeking written consent from any of our shareholders and our other shareholders will not be given an opportunity to vote with respect to the transactions. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of:
 
 
·
Advising shareholders of the action taken by written consent by Nevada Law; and
 
 
·
Giving shareholders advance notice of the actions taken, as required by the Exchange Act.
 
Shareholders who were not afforded an opportunity to consent or otherwise vote with respect to the actions taken have no right under Nevada law to dissent or require a vote of all our shareholders.
 
 
1
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of June 5, 2011, the number of shares of Common Stock which were owned beneficially by (i) each person who is known by the Company to own beneficially more than 5% of its Voting Common Stock, and “Affiliates” of the Company, (ii) each director, (iii) each executive officer and affiliate and (iv) all directors and executive officers as a group. As of June 5, 2011, there were a total of 1,856,863,911shares of our common stock issued and outstanding and 87,142 shares of our Series C Preferred Stock, whereby Series C has liquidation preference over common stock and effective as of May 20, 2009 i) Voting Rights for each share of Series C Preferred Stock 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.
 
 
2
 
 
The following table sets forth the security ownership of executive officers, directors and certain beneficial owners of more than five percent (5%) of the Company’s Voting Common Stock as of June 5, 2011. Unless otherwise stated by footnote, the Company believes the shares indicated were held directly.
 
                               
Common and
 
Common and
       
Common Stock Beneficially
   
Preferred Stock Beneficially
 
Preferred
 
Preferred
Title of
 
Name and Address 
 
Owned (2)(a)
   
Owned (2)(9)
 
Eligible to
 
Percent of
Class
 
of BeneficialOwner (1)
 
Number
     
Percent
   
Number
 
Percent
 
Vote/1
 
Class/1
                                   
Common
 
Robert S. Miller, Jr.
 
200,000
     
0.01%
   
-0-
 
-0-
 
200,000
 
0.01%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
Michael Kocan
 
200,000
     
0.01%
   
2,143
 
2%
 
45,631,600
 
2.46%
Preferred
 
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
David H. Ray (3)
**
260,461
 
(12) 
 
0.01%
 
**
13,335
 
15%
**
282,962,461
 
15.24%
Preferred
 
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
Brandon D. Ray (4)
**
142,165
 
(13) 
 
0.01%
 
**
6,664
 
8%
**
141,418,965
 
7.62%
Preferred
 
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
SPC LLC (3)
**
402,626
     
0.02%
 
**
19,999
 
23%
**
424,381,426
 
12.06%
Preferred
 
c/o 3400 Peach Tree Road (3)(4)(10)
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
Dennis R. Alexander (5)(14)
 
200,000
 
(14) 
 
0.01%
   
2,143
 
2%
 
45,631,600
 
2.46%
Preferred
 
c/o 6564 Smoke Tree Lane
                             
   
Scottsdale Arizona, 85253
                             
Preferred
 
GMN USA, Inc., (14)
 
-0-
     
-0-
   
17,857
 
20%
 
378,568,400
 
20.39%
   
c/o 6564 Smoke Tree Lane
                             
   
Scottsdale Arizona, 85253
                             
Common
 
Larry W. Trapp (6)
 
160,000
 
(15) 
 
0.01%
   
-0-
 
-0-
 
160,000
 
0.01%
   
c/o 6564 Smoke Tree Lane
                             
   
Scottsdale, Arizona 85253
                             
Common
 
Michael Trapp (7)
 
40
 
(16) 
 
0.0000022%
   
-0-
 
-0-
 
40
 
0.0000022%
   
c/o 6564 Smoke Tree Lane
                             
   
Scottsdale, Arizona 85253
                             
Common
 
Melvena Alexander (5)(8)
 
80,000
 
(17) 
 
0.0043%
   
-0-
 
-0-
 
80,000
 
0.0043%
   
c/o 6564 Smoke Tree Lane
                             
   
Scottsdale, Arizona 85253
                             
Preferred
 
Red Quartz Dev., L.L.C. (9)
 
-0-
     
-0-
   
5,000
 
6%
 
106,000,000
 
5.71%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Red Quartz Development
 
42,593
     
0.0023%
   
-0-
 
-0-
 
42,593
 
0.0023%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Michael Hanlon
 
200,000
     
0.01%
   
-0-
 
 -0-
 
200,000
 
0.01%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Garrett Sulliavan
 
40,130
     
0.0022%
   
 -0-
 
 -0-
 
40,130
 
0.0022%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Tom Davis
 
146,189
     
0.01%
   
 -0-
 
 -0-
 
146,189
 
0.01%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Amanda Corcoran
 
5,733
     
0.0003%
   
 -0-
 
 -0-
 
5,733
 
0.0003%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Kelly Davis
 
12,182
     
0.0007%
   
 -0-
 
 -0-
 
12,182
 
0.0007%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common
 
Paddy Kelly
 
15,765
     
0.0008%
   
 -0-
 
 -0-
 
15,765
 
0.0008%
   
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
Billy Ray.-Jonathon Ray (18)
***
200,000
     
0.01%
 
***
2,143
 
2%
***
45,631,600
 
8.28%
Preferred
 
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
BVR, Inc. (19)
***
200,000
     
0.01%
 
***
17,857
 
20%
***
378,568,400
 
20.39%
Preferred
 
c/o 3400 Peach Tree Road
                             
   
Suite 111
                             
   
Atlanta, Georgia 30326
                             
Common and
 
David Taylor (20)
****
100,000
****
   
0.01%
 
****
20,000
 
23%
****
378,668,400
 
20.39%
Preferred
 
7601 North Cross Drive
                             
   
Shreveport, Louisiana 71061
                             
Common
 
Willoil Consulting, LLC (21)
****
90,000
****
   
0.005%
 
****
 -0-
 
 -0-
****
90,000
 
0.0048%
   
7601 North Cross Drive
                             
   
Shreveport, Louisiana 71061
                             
Common and
 
All directors-officers
 
2,095,528
     
0.11%
   
87,142
 
100%
 
1,804,074,058
 
97.15%
Preferred
 
as a group, (8 persons)
                             
   
and including other persons,
                             
   
or groups.
                             

/1 Percentages of Class are Calculated on Shares Eligible to Vote



[INTENTIONALLY LEFT BLANK]
 
 
3
 
 
(1)
Unless otherwise indicated, the address for each of these shareholders other than (5), (6), (7), and (8) c/o EPGI Firecreek, Inc. and Energy Producers, Inc., located at 6564 Smoke Tree Lane, Scottsdale Arizona 85253, is c/o EGPI Firecreek, Inc., 3400 Peachtree Road, Suite 111, Atlanta, Georgia 30326.  Also, 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 stock beneficially owned.
 
(2)
Beneficial ownership is determined in accordance with the rules of the SEC.
   
(3)
**David H. Ray and Brandon D. Ray are brothers.  Messrs. David H. Ray owns 2/3 of Strategic Partners Consulting, L.L.C., (“SPC LLC”). Messrs. Brandon D. Ray owns 1/3 of SPC L.L.C., which owns 402,626 shares of our common stock and 19,999 shares of our Series C Preferred stock.  

(4)
**See note 3, above.
   
(5)
Dennis R. Alexander is the son of Melvena Alexander.

(6)
Larry W. Trapp is the father of Michael Trapp.
   
(7)
See not 6, above.

(8)
See note 5, above.
   
(9)
Each share of Series C preferred stock shall have 21,200 votes on the election of our directors and for all other purposes.

(10)
**See notes 3 and 4, above.
   
(11)
Billy V. Ray Jr. is the Father of David H. Ray, Brandon D. Ray, and Jonathon Ray.
   
(12)
Includes 260,461 shares of common stock owned indirectly, including shares with investment control, by Mr. David H. Ray.
 
(13)
Includes 142,165 shares of common stock owned indirectly, including shares with investment control, by Mr. Brandon D. Ray.
   
(14)
Includes 200,000 shares of common stock of which 50 are held by Mr. Alexander’s wife and children. 2,143 shares of our Series C Preferred stock is owned directly by Mr. Dennis Alexander, and 17,857 additional shares of our Series C Preferred stock are owned indirectly by Mr. Alexander through Global Media Network USA, Inc. (“GMN USA, Inc.”). Mr. Alexander owns 100% of Global Media Network USA, Inc. (“GMN USA, Inc.”) which provides his services to the Company.

(15)
Includes 160,000 shares of common stock owned directly by Mr. Larry W. Trapp.
   
(16)
Includes 40 shares of common stock owned directly by Mike Trapp.

(17)
Includes 80,000 shares owned directly by Mrs. Melvena Alexander.

(18)
***Billy V. Ray Jr. and Jonathon Ray provide business consulting services (through BVR, Inc.) to the Company, and are shareholders, and advisors of the Company. Billy Ray and Jonathon Ray are not an officers or directors of the Company.
   
(19)
***BVR, Inc. is indirectly owned by Billy V. Ray Jr. which provides business consulting services to the Company, EGPI, and is a shareholder, and advisor of the Company.
   
(20)
****Includes 100,000 shares of common stock and 20,000 shares of Series C Preferred, owned directly by Mr. David Taylor.
   
(21)
****Includes 90,000 shares owned indirectly by Mr. David Taylor through Willoil Consulting, LLC.

As indicated in the table above, our executive officers and directors beneficially own, or control, in the aggregate, approximately 68.57 percent of our outstanding common stock, which includes additional votes and voting power through issuance of 87,142 shares of the EGPI Series C Preferred Stock, up to 97.15%. 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.

Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

 
·
The operation of which may at a subsequent date result in a change in control of the registrant; or

 
·
With respect to the election of directors or other matters.

 (a) For all Persons in the preceding tables, and corresponding footnotes below: i) Options, warrants, and preferred stock as or if applicable, are included in calculations as to each person’s beneficial ownership position, and ii) All amounts are calculated on a post split one share for fifty shares (1:50) reverse stock split, effective on November  9, 2010.

 
4
 
 
AMENDMENTS TO THE ARTICLES OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT OF COMMON STOCK 
 
General
 
On June 5, 2011 the Board of Directors and the Majority Shareholders approved to effect i) a One (1) for Five Hundred (500) reverse stock split whereby “shareholders would hold one share for every five hundred shares currently held”, ii) amend our Articles of Incorporation to increase our authorized common stock to 5,000,000,000 from 3,000,000,000, and iii) to amend our Articles of Incorporation  to authorize a total of 2,500 new Series D Preferred shares, par value $0.001 per share, and in accordance with the rights and preferences listed on Appendix “A” hereto.
 
Background
 
The Company currently has 3,000,000,0000 shares of Common Stock, and 60,000,000 shares of Preferred Stock authorized, and approximately 1,856,863,911 shares of Common Stock, and 87,142 shares of Preferred Stock are outstanding as of the Record Date, respectively. The Board of Directors believes that the price of the Common Stock is too low to attract investors to buy the stock. In order to proportionally raise the per share price of the Common Stock by reducing the number of shares of the Common Stock outstanding, the Board of Directors believes that it is in the best interests of the Company’s stockholders to implement a reverse stock split. In addition, the Board of Directors believes that the share price of the Common Stock is a factor in whether the Common Stock meets investing guidelines for certain institutional investors and investment funds. Finally, the Board of Directors believes that the Company’s stockholders will benefit from relatively lower trading costs for a higher priced stock. The combination of lower transaction costs and increased interest from institutional investors and investment funds may ultimately improve the trading liquidity of the Common Stock. The Board of Directors is not implementing the reverse stock split in anticipation of any future transaction or series of transactions, including any “going private” transaction.
 
Material Effects of the Reverse Stock Split
 
The reverse stock split will be effected simultaneously for all of the Common and Preferred Stock, and the ratio will be the same for all of the Common and Preferred Stock. The Series C Preferred Stock will remain unchanged as Series C Preferred shares have no right to convert to common or any other series of authorized shares of the Company, and have only voting rights (see discussion under the section Security Ownership of Certain Beneficial Owners and Management). The reverse stock split therefore will affect all of the Company’s stockholders uniformly, with the exception of Series C Preferred, and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the reverse stock split results in fractional share ownership.
 
The principal effect of the reverse stock split will be to reduce the number of shares of the Common Stock issued and outstanding from approximately 1,856,863,911 shares as of June 5, 2011 to approximately 3,713,728 shares, with additional share reserved for issuance in the amount of 1,728,623. The combined total taking into effect any conversion of the outstanding convertible preferred stock, which none is issued and outstanding noting with the exception of 2,500 subscribed shares for issuance of new Series D Preferred at the record date hereof. It is expected that the reverse will effect the then issued and outstanding common stock from approximately 1,856,863,911 shares as of June 5, 2011 to approximately 3,713,728 shares. As noted, a portion of the 1,728,623 shares reserved or an amount of 1,000,000 post reverse split common shares are considered reserved for future conversion of and for the new Series D Preferred stock. Our current Series C Preferred Stock outstanding however will remain unchanged at approximately 87,142 before and after the 1:500 reverse stock split.
 
In addition, the reverse stock split will increase the number of stockholders who own odd lots (estimated less than 100 shares). Stockholders who hold odd lots may experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales.
 
Effect on Fractional Stockholders 
 
Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split and we will not be paying any cash to stockholders for any fractional shares from the reverse split. Instead, any resulting fractional shares shall be rounded up to the nearest whole number.
 
Effect on Registered and Beneficial Stockholders 
 
Upon the reverse stock split, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding the Common Stock in “street name.” However, such banks, brokers or other nominees may have different procedures than registered stockholders for processing the reverse stock split. Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.
 
 
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Effect on Registered Certificated Shares 
 
Stockholders whose shares are held in certificate form will receive a transmittal letter from our transfer agent, Computershare, as soon as practicable after the effective date of the reverse stock split. The letter of transmittal will contain instructions on how to surrender certificate(s) representing pre-reverse stock split shares to the transfer agent. No new shares will be issued until outstanding certificate(s) are surrendered, together with a properly completed and executed letter of transmittal, to the transfer agent. Stockholders should not submit any certificate(s) until requested to do so.
 
Procedure for Effecting Reverse Stock Split 
 
The Company will promptly file a Certificate of Amendment of Articles of Incorporation with the Secretary of State of the State of Nevada to amend its existing Articles of Incorporation. The reverse stock split will become effective on the date that Financial Institution Regulatory Authority (“FINRA”) approves such filings, which is referred to as the “Effective Date.” Beginning on the Effective Date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. The text of the Certificate of Amendment of Articles of Incorporation is set forth in Appendix A to this Information Statement. The text of the Certificate of Amendment of Articles of Incorporation is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Nevada and as the Board of Directors deems necessary and advisable to effect the reverse stock split.
 
Certain Risk Factors Associated with the Reverse Stock Split 
 
Implementation of the reverse stock split entails various risks and uncertainties, including but not limited to the following:
 
 
·
There can be no assurance that the market price per share of the Common Stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of shares of the Common Stock outstanding before the reverse stock split. Accordingly, the total market capitalization of the Company after the reverse stock split may be lower than the total market capitalization before the reverse stock split.
 
 
·
After the reverse stock split is effected, if the market price of the Common Stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split.
 
 
·
There can be no assurance that the reverse stock split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of the Common Stock may not necessarily improve.
 
 
·
The reduced number of shares that would be outstanding after the reverse stock split could adversely affect the liquidity of the Common Stock.
 
Authorized Shares 
 
The reverse stock split will affect all issued and outstanding shares of the Common and Preferred Stock and outstanding rights to acquire the Common and or Preferred Stock. Upon the effectiveness of the reverse stock split, the number of authorized shares of the Common Stock that are not issued or outstanding would increase due to the reduction in the number of shares of the Common and Preferred Stock issued and outstanding, and the amendment to the Articles of Incorporation increasing the authorized shares of the Company’s common voting stock to 5,000,000,000, and preferred stock to 60,002,500.
 
 
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The Company currently has 3,000,000,000 shares of authorized Common Stock and 1,856,863,911 shares of Common Stock issued and outstanding as of September 3, 2010. Additionally, the Company has 60,000,000 shares of preferred stock of which 87,142 shares of its Series C Preferred Stock are issued and outstanding as of June 5, 2011. Authorized but un-issued shares of Common and Preferred Stock will be available for issuance, and the Company may issue such shares in the future. However, the Company has no current plans to issue any additional shares of Common or Preferred Stock other than in the normal course of its business that would be expected to meet or exceed its current authorized total shares limit prior to the effective date of the reverse stock split, unless there were unexpected or unforeseen delays which at present we don’t anticipate. If the Company issues additional shares of Common and or Preferred Stock, the ownership interest of holders of the Common Stock will be diluted.
 
The following table 1 sets forth information regarding the Company’s current and anticipated number of authorized shares and issued and outstanding shares of the Common Stock, and in table 2, Preferred Stock, following implementation of the reverse stock split.
 

Table 1
 
   
Number of Shares
Common Stock
Authorized
 
Number of Shares
of Common Stock
Issued and
Outstanding
 
Number of Shares
of Common Stock
Reserved for
Issuance
 
Number of Shares
of Common Stock
Available for
Issuance
        As of June 5, 2011
   
3,000,000,000
   
1,856,863,911
   
 
364,311,314
   
778,824,775
    After 1 for 500 reverse stock split and
   
5,000,000,000
 
3,713,728
   
1,728,623
 
4,994,557,649
    the increase in authorized common
                   
    shares
                   
 
Table 2
 
   
Number of Shares
Preferred Stock
Authorized
 
Number of Shares
of Preferred Stock
Issued and
Outstanding
 
Number of Shares
of Preferred Stock
Reserved for
Issuance
 
Number of Shares
of Preferred Stock
Available for
Issuance
        As of June 5, 2011
   
60,000,000
   
87,142
   
 
2,500
   
59,912,858
    After 1 for 500 reverse stock split
   
60,002,500
 
89,642
   
0
 
59,912,858
and effectiveness of new Series D Preferred
shares

Accounting Matters 
 
The reverse stock split will not affect the par value of the Common Stock. As a result, as of the Effective Date, the stated capital attributable to the Common Stock on the Company’s balance sheet will be reduced proportionately based on the reverse stock split ratio of five-hundred-for-one (or such smaller ratio as the Board of Directors may determine), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value of the Common Stock will not be restated because there will be fewer shares of the Common Stock outstanding.
 
Potential Anti-Takeover Effect 
 
Although the increased proportion of un-issued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company), the reverse stock split proposal is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common Stock or obtain control of Company. Other than the reverse stock split (and the earlier increase in authorized shares), the Board of Directors does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties to take over or change the control of the Company.
 
No Appraisal Rights 
 
The Nevada Revised Statutes do not provide for dissenter’s rights in connection with any of the actions described in this Information Statement, and the Company will not provide shareholders with any such right independently.
 
 
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Federal Income Tax Consequences of the Reverse Stock Split 
 
The following is a summary of the material federal income tax consequences of the proposed reverse stock split. This discussion is based on the Internal Revenue Code, the Treasury Regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service, and all other applicable authorities as of the date of this document, all of which are subject to change (possibly with retroactive effect). This discussion does not describe all of the tax consequences that may be relevant to a holder in light of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign individuals and entities, and persons who acquired their Common Stock as compensation). In addition, this summary is limited to stockholders that hold their Common Stock as capital assets. This discussion also does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.
 
ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH A TAX ADVISER TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE REVERSE STOCK SPLIT.
 
No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split. The aggregate tax basis of the post-reverse stock split shares received in the reverse stock split will be the same as the stockholder’s aggregate tax basis in the pre-reverse stock split shares exchanged therefore. The stockholder’s holding period for the post-reverse stock split shares will include the period during which the stockholder held the pre-reverse stock split shares surrendered in the reverse stock split.
 
The tax treatment of each stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the reverse stock split. Each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the reverse stock split.
 
SHAREHOLDERS SHARING AN ADDRESS
 
The Company will deliver only one information statement to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the information statement to a shareholder at a shared address to which a single copy of the information statement is delivered. A shareholder can notify the Company that the shareholder wishes to receive a separate copy of the information statement by contacting the Company at the address or phone number set forth below. Conversely, if multiple shareholders sharing an address receive multiple information statements and wish to receive only one, such shareholders can notify the Company at the address or phone number set forth below.
 

ADDITIONAL INFORMATION
 
If you have any questions about the actions described above, you may contact Melvena Alexander, Secretary, at 6564 Smoke Tree Lane, Scottsdale, Arizona 85253, Telephone 480-948-6581.
 











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SIGNATURE
 
Pursuant to the requirements of the Exchange Act of 1934, as amended, the Company has duly caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.
 
 
By Order of the Board of Directors
   
 
/s/ Dennis R. Alexander
 
 
Dennis R. Alexander
 
Chairman, CEO, and Chief Financial Officer

June 17, 2011
 















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APPENDIX A
 
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
 
ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Amendment to Articles of Incorporation
for Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. Name of corporation:
 
EGPI FIRECREEK, INC.
 
2. The articles have been amended as follows (provide article numbers, if available):
 
The shareholders holding a majority of the outstanding capital stock of the Company have consented to increase the common authorized shares to 5,000,000,000 from 3,000,000,000.

The shareholders holding a majority of the outstanding capital stock of the Company have consented to authorize a total of 2,500 shares for the creation of a new Series D Preferred stock, par value $0.001 per share, and in accordance with the following rights and preferences:

Terms of the Series D Preferred Stock,
$0.001 par value, of
EGPI Firecreek, Inc.

Series D Preferred Stock

(1)            Designation and Amount . There is hereby created a series of Preferred Shares that shall be designated as “Series D Preferred Stock,” par value $0.001 per share (the “ Series D Preferred Stock ”), and the number of shares constituting such series shall be two thousand five hundred (2,500). Such number of shares may be increased or decreased by resolution of the Board; provided that no decrease shall reduce the number of shares of Series D Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation into Series D Preferred Stock.

(2)            Liquidation Preference . In the event of (a) a sale, financing or refinancing of all or substantially all of the assets of the Corporation, or (b) the liquidation of the Corporation, the holders of the Series D Preferred Stock, on a pro rata basis, shall (prior to any distribution on behalf of the holders of the Common Stock, $0.001 par value per share, of the Corporation (the “ Common Stock ”)) be entitled to a preferential distribution up to the amount of their unreturned capital contribution from the proceeds of such sale, financing, refinancing or liquidation net of expenses of the transaction, debt obligations of the Corporation, designated use of proceeds for the financing or refinancing, and any reserves deemed appropriate by the Board in its sole discretion (a “ Preferred Distribution ”).  Thereafter, all such distributions from such transaction shall be allocated pro rata to the holders of the Series D Preferred Stock and the holder of the Common Stock according to their number of shares.  Except as may otherwise be provided by law or the Articles of Incorporation of the Corporation, any operating or other distributions shall be pro rata on a per share basis among all holders of Common Stock and the holders of Preferred Stock.
 
 
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(3)            Anti-Dilution Protection . The Corporation intends to sell Series D Preferred Stock and/or Common Stock to Dutchess Private Equities Fund, Ltd. (“ Dutchess ”) through a private placement offering (the “ Dutchess Offering ”).  The Corporation hereby agrees to not sell Series D Preferred Stock to a person or entity other than Dutchess (“ Additional Stock ”) at a per share value below the value paid by Dutchess in the Dutchess Offering.  In the event a person or entity obtains warrants or other securities convertible into Series D Preferred Stock, such warrants or other securities shall be considered in determining the per share value of the Additional Stock for the purposes of this provision.

(4)            Voting Rights .  The Series D Preferred Stock shall have a series vote: (i) with regard to any items that any Series of Preferred Stock, either individually or jointly, has a series vote; (ii) as provided under “Protective Provisions” below; or (iii) as required by law.  Such series vote will require the approval of holders of fifty-one percent (51%) of the outstanding shares of Series D Preferred Stock.
 
(5)           Intentionally Omitted.
 

(6)            Conversion .

(a)            Mechanics of Conversion .  Each share of Series D Preferred Stock shall be convertible, at the sole option of the holder thereof, into share(s) of the Corporation’s Common Stock (such shares of Common Stock hereinafter being referred to as “ Conversion Shares ”) by the holder thereof sending to the Corporation a Conversion Notice (as defined below) for such shares.  The term “ Conversion Notice ” shall mean a written notice signed and dated (“Conversion Date”) by the holder of the Series D Preferred Stock wherein the holder has set forth the number of shares of Series D Preferred Stock that it intends to convert pursuant to the terms of this Certificate of Designation and computation of the number of Conversion Shares that the holder believes it is entitled to receive as a result of the application of the Conversion Formula (as defined below) to such conversion.  The term “ Conversion Formula ”   shall mean that number of Conversion Shares 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  1) .003 per share, 2) one hundred and ten percent (110%) of the lowest VWAP for the three (3) days immediately preceding a Conversion Date.


(7)            Call Right.   Any time after issuance, the Company has the right to request that a holder of Series D Preferred Stock sell a specified number of its shares of Series D Preferred Stock (the “ Call Shares ”) to the Corporation in exchange for payment by the Corporation of the Call Consideration (as defined below) in accordance with the terms of this provision.  In order to exercise such right, the Corporation shall remit to such holder of Series D Preferred Stock a Call Notice (as defined below).  Upon receipt of the Call Notice, each holder shall have a period of three (3) days (the “ Call Notice Period ”) during which time it may, in its sole discretion, convert any or all of the shares of Series D Preferred Stock held by such holder, and such converted shares may be sold at the holder’s discretion, subject to compliance with federal and applicable state securities laws).  Upon the expiration of the Call Notice Period, provided that the holder still beneficially owns any shares of Series D Preferred Stock, it shall deliver the Call Shares in exchange for the Call Consideration.  The term “ Call Notice ” shall mean a written notice signed and dated by the Corporation to such holder of Series D Preferred Stock from whom the Corporation desires to repurchase the Call Shares wherein the Corporation has set forth the number of shares of Series D Preferred Stock that it intends to purchase pursuant to the terms of this Certificate and computation of the Call Consideration.  The term “ Call Consideration ” shall mean the number of shares of Series D Preferred Stock that the Corporation thereof intends to purchase pursuant to this provision multiplied by the Call Price (as defined below).  The term “ Call Price ” shall mean One Thousand Dollars ($1,000) per share of Series D Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D Preferred Stock), plus any unpaid Accruing Dividends thereon, whether or not declared, together with any other dividends declared but unpaid thereon.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 68.57%
 
4. Effective date of filing (optional): July 7, 2011
 
5. Officer Signature (Required): /s/Dennis R. Alexander, CEO
 
*
If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
 
 
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IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.
 





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