As filed with the Securities and Exchange Commission on February 18, 2004
                                                              File No. 333-
================================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             ENERGY PRODUCERS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            NEVADA                                        88-0345961
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)


                            2004 STOCK INCENTIVE PLAN
 -----------------------------------------------------------------------------
                            (Full title of the plan)






                                        1
<PAGE>



    Incorp Services, Inc., 6075 S Eastern Avenue, Suite 1,Las Vegas, NV 89119
                     (Name and Address of Agent for Service)


                                 (702) 866-2500
          (Telephone number including area code, of agent for service)




                                        2

<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                            PROPOSED     PROPOSED
                                            MAXIMUM      MAXIMUM
TITLE OF SECURITIES         AMOUNT OF       OFFERING     AGGREGATE      AMOUNT
SECURITIES TO BE          SHARES TO BE     PRICE PER     OFFERING       OF REG.
REGISTERED                 REGISTERED        SHARE       PRICE           FEE (2)
--------------------------------------------------------------------------------

$0.001 par value Common      2,500,000      $0.18(1)    $450,000.00    $57.01
Stock
         Totals              2,500,000      $0.18       $450.000.00    $57.01

--------------------------------------------------------------------------------

Total No. of pages: 30.



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $0.09  which was the  average of the high  ($0.20)  and low  ($0.16)  sales
     prices of the Registrant's common stock on February 11, 2004 as reported on
     the Over-the-Counter Electronic Bulletin Board.


                                       3
<PAGE>


                                   PROSPECTUS

                             ENERGY PRODUCERS, INC.
                          1944 E. Beck Lane, Suite 200
                            Scottsdale, AZ 85260-1774
                                 (480) 778-0488

                        2,500,000 SHARES OF COMMON STOCK)


         This Prospectus relates to the offer and sale by ENERGY PRODUCERS,
INC., ("EGPI"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) pursuant to its 2004 Stock Incentive Plan
whereby certain individuals receive stock options to stimulate their involvement
and continued involvement in the Company. The Company is registering hereunder
and then issuing upon receipt of adequate consideration therefor to the
Employee, Officer, Director or Consultant 2,500,000 shares of the Common Stock
in consideration for services rendered and/or to be rendered and payments made
under the 2004 STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If any Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol EGPI on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.




                The date of this Prospectus is February 12, 2004



                                       4
<PAGE>


         This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: ENERGY PRODUCERS,
INC., 1944 E. Beck Lane, Suite 200, Scottsdale, AZ 85260- 1774, Telephone (480)
778-0488 .

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street NW, Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is presently quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD) in the near future. Thus copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K Street NW, Washington DC 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.







                                       5
<PAGE>



                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                       7

ITEM 1. PLAN GENERAL INFORMATION                                           7
The Company                                                                7
Purpose                                                                    7
Common Stock                                                               7
The Company 2004 Stock Incentive Plan                                      7
No Restrictions on Transfer                                                7
Tax Treatment to the Individual who Exercises the Option                   7
Tax Treatment to the Company                                               8
Restrictions on Resales                                                    8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION               8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                  8
Indemnification of Officers and Directors                                  9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                         9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                           9

ITEM 4.  DESCRIPTION OF SECURITIES                                         9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                        10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                              10

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     11

EXHIBIT INDEX                                                             14





                                       6
<PAGE>


                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 1944 E. Beck Lane, Suite 200,
Scottsdale, AZ 85260-1774, telephone (480) 778-0488.

PURPOSES

         The Common Stock will be issued by the Company pursuant to its 2004
Stock Incentive Plan which has been approved by the Board of Directors of the
Company (the "Board of Directors"). The 2004 Stock Incentive Plan is hoped to
provide a method whereby the Company's current employees and officers and non
employee directors and consultants may be stimulated and allow the Company to
secure and retain highly qualified employees, officers, directors and non
employee directors and consultants, thereby advancing the interests of the
Company, and all of its shareholders. A copy of the 2004 Stock Incentive Plan
has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 2,500.000 shares of the
Common stock pursuant to the Company's 2004 Stock Incentive Plan upon
effectiveness of this registration Statement.

THE COMPANY 2004 STOCK INCENTIVE PLAN

         The Company has established a 2004 Stock Incentive Plan which awards
stock options and stock awards in an effort to further compensate its existing
employees and officers and non employee directors and consultants, secure their
continued employment, and attract highly qualified employee's and consultants as
they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option, that individual will become the record
and beneficial owners of the shares of Common Stock upon issuance and delivery
and are entitled to all of the rights of ownership, including the right to vote
any shares awarded and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The individuals receiving shares of common stock pursuant to the
exercises of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise may be
deemed ordinary income for federal income tax purposes. The recipient is urged
to consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7
<PAGE>


TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion may be an expense deductible by the
Company for federal income tax purposes of the taxable year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby incorporates by reference (i) its annual report of
Form 10-KSB for the year ended December 31, 2002, dated March 1, 2003, filed
pursuant to Section 13 of the Exchange Act, (ii) any and all Forms 10-Q (10-QSB)
filed under the Securities or Exchange Act subsequent to any filed form 10-K (or
10-KSB), as well as all other reports filed under Section 13 of the Exchange
Act, and (iii) its annual report, if any, to shareholders delivered pursuant to
Rule 14a-3 of the Exchange Act. In addition, all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: ENERGY PRODUCERS, INC., 1944 E. Beck Lane, Suite 200, Scottsdale,
AZ 85260- 1774, telephone (480) 778-0488 .

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski has rendered an opinion on the validity of the
securities being registered. Mr. Soloski is not an "affiliate" of the Company
and does may have an interest in this Registration Statement.


                                       8
<PAGE>


         The financial statements of ENERGY PRODUCERS, INC., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2002, dated April 14, 2003 have been audited by Henry Schiffer,
Certified Public Accountant, independent auditor, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

                  (a) Registrant's latest Annual Report to Shareholders on Form
         10KSB for the fiscal years ended December 31, 2002, filed on April 14,
         2003, which contain audited financial statements for the most recent
         fiscal year for which statements have been filed;

                  (b) All other reports filed pursuant to Section 13(a), 13(c),
         14 and 15(d) of the Exchange Act since the end of the fiscal year
         covered by the annual report referred to in (a), above; and

                  (c) The latest prospectus filed pursuant to Rule 424(b) under
         the Securities Act.


ITEM 4.           DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e., the $.001 par value
Common Stock ) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Soloski, whose firm is rendering the legal opinion for this
registration, may benefit from this Registration Statement. 9

                                       9
<PAGE>

ITEM 6.                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                    The statues, charter provisions, bylaws, contracts or other
arrangements under which the controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability which
they may incur in such capacity are as follows:

                    The registrants Articles of Incorporation limit liability to
its Officers and Directors for breach of fiduciary duty except acts of omission
which include misconduct or fraud, for the debts, liabilities, or other
obligations of the corporation.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.           EXHIBITS

         (a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:


EXHIBIT NO.                         TITLE
----------
 4.           Not Applicable

 5.           Opinion of Warren J. Soloski regarding the legality of the
              securities registered.

10            2004 Stock Incentive Plan.

15.           Not Required

23.1          Consent of Warren J. Soloski, special counsel to registrant, to
              the use of his opinion with respect to the legality of the
              securities being registered hereby and to the references to him in
              the Prospectus filed as a part hereof.

23.2          Consent of Henry Schiffer, C.P.A., Certified Public Accountant.



                                       10
<PAGE>

ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to:

               (i)  include any prospectus required by Section 10(a)(3) of the
                    Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represents a fundamental
                    change in the information set forth in the registration
                    statement; and

              (iii) include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement.

                  provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraphs is incorporated by reference
                  from periodic reports filed by the registrant small business
                  issuer under the Exchange Act.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each post-effective amendment to the registration
               statement shall be deemed to be a new registration statement
               relating to the securities offered therein and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                                       11
<PAGE>


          (4)  To deliver or cause to be delivered with the prospectus, to each
               person to whom the prospectus is sent or given, the latest annual
               report to security holders that is incorporated by reference in
               the prospectus and furnished pursuant to and meeting the
               requirements of Rule 14a-3 or Rule 14c-3 under the Securities
               Exchange Act of 1934; and, where interim financial information
               required to be presented by Article 3 of Regulation S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each person to whom the prospectus is sent or given, the
               latest quarterly report that is specifically incorporated by
               reference in the prospectus to provide such interim financial
               information.


         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.



                                       12
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Scottsdale, AZ on the 18th day of February 2004.


                                      ENERGY PRODUCERS, INC.
                                      (Registrant)


                                 By:  /s/ Dennis R. Alexander
                                      -----------------------
                                      Dennis R. Alexander, President
                                       and Director


                                POWER OF ATTORNEY


         Each person whose individual signature appears below hereby authorizes
Dennis R. Alexander and Gregg Fryett, or any of them as attorney's-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.

         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

         Signatures                  Title                     Date
         ----------                  -----                     ----

/s/ Dennis R. Alexander        President and Director        February 18, 2004
-----------------------
    Dennis R. Alexander

/s/ Gregg Fryett               Chairman, CEO, Director       February 18, 2004
----------------
    Gregg Fryett


/s/ Melvena Alexander          Secretary                     February 18, 2004
---------------------
    Melvena Alexander

/s/ Charles Alliban            Vice-President CFO            February 18, 2004
-------------------
    Charles Alliban            Director

/s/ Peter Fryett               Director                      February 18, 2004
----------------
    Peter Fryett

                                       13
<PAGE>



                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Descriptions               Numbered Page
-------------------------------------------------------------------------------

5.                Opinion of Counsel                                     15

10.               2004 STOCK INCENTIVE PLAN                              17

23.1              Consent of Warren J. Soloski                           29

23.2              Consent of Henry Schiffer, Certified Public
                  Accountant                                             30













                                       14
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As filed with the Securities and Exchange Commission on February 18, 2004
                                                              File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ENERGY PRODUCERS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            NEVADA                                        88-0345961
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                            2004 STOCK INCENTIVE PLAN
 -----------------------------------------------------------------------------
                            (Full title of the plan)

                                        1
Incorp Services, Inc., 6075 S Eastern Avenue, Suite 1,Las Vegas, NV 89119
                     (Name and Address of Agent for Service)

                                 (702) 866-2500
          (Telephone number including area code, of agent for service)

                                        2
CALCULATION OF REGISTRATION FEE

                                            PROPOSED     PROPOSED
                                            MAXIMUM      MAXIMUM
TITLE OF SECURITIES         AMOUNT OF       OFFERING     AGGREGATE      AMOUNT
SECURITIES TO BE          SHARES TO BE     PRICE PER     OFFERING       OF REG.
REGISTERED                 REGISTERED        SHARE       PRICE           FEE (2)
--------------------------------------------------------------------------------

$0.001 par value Common      2,500,000      $0.18(1)    $450,000.00    $57.01
Stock
         Totals              2,500,000      $0.18       $450.000.00    $57.01

--------------------------------------------------------------------------------

Total No. of pages: 30.

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $0.09  which was the  average of the high  ($0.20)  and low  ($0.16)  sales
     prices of the Registrant's common stock on February 11, 2004 as reported on
     the Over-the-Counter Electronic Bulletin Board.

                                       3
PROSPECTUS

                             ENERGY PRODUCERS, INC.
                          1944 E. Beck Lane, Suite 200
                            Scottsdale, AZ 85260-1774
                                 (480) 778-0488

                        2,500,000 SHARES OF COMMON STOCK)

         This Prospectus relates to the offer and sale by ENERGY PRODUCERS,
INC., ("EGPI"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) pursuant to its 2004 Stock Incentive Plan
whereby certain individuals receive stock options to stimulate their involvement
and continued involvement in the Company. The Company is registering hereunder
and then issuing upon receipt of adequate consideration therefor to the
Employee, Officer, Director or Consultant 2,500,000 shares of the Common Stock
in consideration for services rendered and/or to be rendered and payments made
under the 2004 STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If any Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is presently listed and trading under the symbol EGPI on the
OTCBB.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is February 12, 2004

                                       4
This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: ENERGY PRODUCERS,
INC., 1944 E. Beck Lane, Suite 200, Scottsdale, AZ 85260- 1774, Telephone (480)
778-0488 .

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street NW, Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is presently quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD) in the near future. Thus copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K Street NW, Washington DC 20549.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       5
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                       7

ITEM 1. PLAN GENERAL INFORMATION                                           7
The Company                                                                7
Purpose                                                                    7
Common Stock                                                               7
The Company 2004 Stock Incentive Plan                                      7
No Restrictions on Transfer                                                7
Tax Treatment to the Individual who Exercises the Option                   7
Tax Treatment to the Company                                               8
Restrictions on Resales                                                    8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION               8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                  8
Indemnification of Officers and Directors                                  9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                         9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                           9

ITEM 4.  DESCRIPTION OF SECURITIES                                         9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                        10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                              10

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     11

EXHIBIT INDEX                                                             14

                                       6
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 1944 E. Beck Lane, Suite 200,
Scottsdale, AZ 85260-1774, telephone (480) 778-0488.

PURPOSES

         The Common Stock will be issued by the Company pursuant to its 2004
Stock Incentive Plan which has been approved by the Board of Directors of the
Company (the "Board of Directors"). The 2004 Stock Incentive Plan is hoped to
provide a method whereby the Company's current employees and officers and non
employee directors and consultants may be stimulated and allow the Company to
secure and retain highly qualified employees, officers, directors and non
employee directors and consultants, thereby advancing the interests of the
Company, and all of its shareholders. A copy of the 2004 Stock Incentive Plan
has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 2,500.000 shares of the
Common stock pursuant to the Company's 2004 Stock Incentive Plan upon
effectiveness of this registration Statement.

THE COMPANY 2004 STOCK INCENTIVE PLAN

         The Company has established a 2004 Stock Incentive Plan which awards
stock options and stock awards in an effort to further compensate its existing
employees and officers and non employee directors and consultants, secure their
continued employment, and attract highly qualified employee's and consultants as
they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option, that individual will become the record
and beneficial owners of the shares of Common Stock upon issuance and delivery
and are entitled to all of the rights of ownership, including the right to vote
any shares awarded and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The individuals receiving shares of common stock pursuant to the
exercises of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise may be
deemed ordinary income for federal income tax purposes. The recipient is urged
to consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7
TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion may be an expense deductible by the
Company for federal income tax purposes of the taxable year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby incorporates by reference (i) its annual report of
Form 10-KSB for the year ended December 31, 2002, dated March 1, 2003, filed
pursuant to Section 13 of the Exchange Act, (ii) any and all Forms 10-Q (10-QSB)
filed under the Securities or Exchange Act subsequent to any filed form 10-K (or
10-KSB), as well as all other reports filed under Section 13 of the Exchange
Act, and (iii) its annual report, if any, to shareholders delivered pursuant to
Rule 14a-3 of the Exchange Act. In addition, all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: ENERGY PRODUCERS, INC., 1944 E. Beck Lane, Suite 200, Scottsdale,
AZ 85260- 1774, telephone (480) 778-0488 .

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski has rendered an opinion on the validity of the
securities being registered. Mr. Soloski is not an "affiliate" of the Company
and does may have an interest in this Registration Statement.

                                       8
The financial statements of ENERGY PRODUCERS, INC., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 2002, dated April 14, 2003 have been audited by Henry Schiffer,
Certified Public Accountant, independent auditor, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

                  (a) Registrant's latest Annual Report to Shareholders on Form
         10KSB for the fiscal years ended December 31, 2002, filed on April 14,
         2003, which contain audited financial statements for the most recent
         fiscal year for which statements have been filed;

                  (b) All other reports filed pursuant to Section 13(a), 13(c),
         14 and 15(d) of the Exchange Act since the end of the fiscal year
         covered by the annual report referred to in (a), above; and

                  (c) The latest prospectus filed pursuant to Rule 424(b) under
         the Securities Act.

ITEM 4.           DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e., the $.001 par value
Common Stock ) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Soloski, whose firm is rendering the legal opinion for this
registration, may benefit from this Registration Statement. 9

                                       9
ITEM 6.                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                    The statues, charter provisions, bylaws, contracts or other
arrangements under which the controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability which
they may incur in such capacity are as follows:

                    The registrants Articles of Incorporation limit liability to
its Officers and Directors for breach of fiduciary duty except acts of omission
which include misconduct or fraud, for the debts, liabilities, or other
obligations of the corporation.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         (a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:

EXHIBIT NO.                         TITLE
----------
 4.           Not Applicable

 5.           Opinion of Warren J. Soloski regarding the legality of the
              securities registered.

10            2004 Stock Incentive Plan.

15.           Not Required

23.1          Consent of Warren J. Soloski, special counsel to registrant, to
              the use of his opinion with respect to the legality of the
              securities being registered hereby and to the references to him in
              the Prospectus filed as a part hereof.

23.2          Consent of Henry Schiffer, C.P.A., Certified Public Accountant.

                                       10
ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to:

               (i)  include any prospectus required by Section 10(a)(3) of the
                    Securities Act;

               (ii) reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the
                    most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represents a fundamental
                    change in the information set forth in the registration
                    statement; and

              (iii) include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement.

                  provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraphs is incorporated by reference
                  from periodic reports filed by the registrant small business
                  issuer under the Exchange Act.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each post-effective amendment to the registration
               statement shall be deemed to be a new registration statement
               relating to the securities offered therein and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                                       11
(4)  To deliver or cause to be delivered with the prospectus, to each
               person to whom the prospectus is sent or given, the latest annual
               report to security holders that is incorporated by reference in
               the prospectus and furnished pursuant to and meeting the
               requirements of Rule 14a-3 or Rule 14c-3 under the Securities
               Exchange Act of 1934; and, where interim financial information
               required to be presented by Article 3 of Regulation S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each person to whom the prospectus is sent or given, the
               latest quarterly report that is specifically incorporated by
               reference in the prospectus to provide such interim financial
               information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                       12
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Scottsdale, AZ on the 18th day of February 2004.

                                      ENERGY PRODUCERS, INC.
                                      (Registrant)

                                 By:  /s/ Dennis R. Alexander
                                      -----------------------
                                      Dennis R. Alexander, President
                                       and Director

                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
Dennis R. Alexander and Gregg Fryett, or any of them as attorney's-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.

         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

         Signatures                  Title                     Date
         ----------                  -----                     ----

/s/ Dennis R. Alexander        President and Director        February 18, 2004
-----------------------
    Dennis R. Alexander

/s/ Gregg Fryett               Chairman, CEO, Director       February 18, 2004
----------------
    Gregg Fryett

/s/ Melvena Alexander          Secretary                     February 18, 2004
---------------------
    Melvena Alexander

/s/ Charles Alliban            Vice-President CFO            February 18, 2004
-------------------
    Charles Alliban            Director

/s/ Peter Fryett               Director                      February 18, 2004
----------------
    Peter Fryett

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                           Descriptions               Numbered Page
-------------------------------------------------------------------------------

5.                Opinion of Counsel                                     15

10.               2004 STOCK INCENTIVE PLAN                              17

23.1              Consent of Warren J. Soloski                           29

23.2              Consent of Henry Schiffer, Certified Public
                  Accountant                                             30

                                       14