SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): November 15, 2006


                            EPIC CAPITAL GROUP, INC.
                            ------------------------
                 (Name of Small Business Issuer in its charter)


    Colorado                        0-31357                   94-3363969
------------------               ------------              ----------------
(State of incorporation)     (Commission File No.)          (IRS Employer
                                                          Identification No.)

                             21 Waterway, Suite 300
                           The Woodlands, Texas 77380
           ------------------------------ ---------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (281)-362-2730


                                       N/A
                        --------------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


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Item 8.01.  Other Events

                                    BUSINESS

     The Company was  incorporated  in Colorado on June 6, 1989.  Following  its
formation the Company was inactive until April 2000, when the Company decided to
become  involved  in the  mortgage  business.  The  Company  planned to generate
mortgage loans,  sell the loans to financial  institutions and service the loans
on behalf of the financial institutions.  During the nine months ended September
30, 2001 the Company discontinued its efforts to become involved in the mortgage
business  and until April 4, 2006 was engaged  primarily  in the  evaluation  of
acquisition targets and the filing of periodic reports with the SEC.

     On March 11,  2005 the  shareholders  of the  Company  approved  a 1-for-20
forward split of the Company's common stock. Unless otherwise indicated, all per
share data in this Private Offering  Memorandum has been revised to reflect this
forward stock split.

On April 4, 2006, the Company sold 44,000,000 shares of its common stock to five
persons, including the Company's new management.

     On May 15, 2006 the shareholders of the Company:

     o    approved  amendments to the Company's Articles of Incorporation  which
          changed the Company's name to Epic Capital Group, Inc., and
     o    changed the Company's authorized  capitalization to 100,000,000 shares
          of common stock and 10,000,000 shares of preferred stock.

      Between October 1, 2006 and October 31, 2006 the Company sold 481,600
shares of its common stock, at a price of $1.00 per share, to a group of private
investors.

      As of October 31, 2006 the Company had 49,741,600 outstanding shares of
common stock

      The Company's website address is www.1epic.com or www.oneepic.com

Proposed Operations
-------------------

      The Company plans to have two divisions which will operate in the
following areas:

     o    Oil and Gas  Exploration and Development - This division will evaluate
          undeveloped   oil  and  gas  prospects  and  participate  in  drilling
          activities  on  prospects  which  in the  opinion  of  management  are
          favorable for the production of oil or gas.
     o    Engineering and Infrastructure Management - This division will consist
          of 3 main business  units.  The Company  estimates  that this division
          will require the services of 100 or more professionals.
          1.   Engineering and Construction Management - This business unit will
               provide services to optimize  drilling,  completion,  field level
               work  processes,  physical  plant  construction,  processing  and


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               transportation.   The  Company   considers  the   integration  of
               construction,  operations, and financing to be critical for older
               fields with outdated  systems and for new projects  which lack an
               experienced team of professionals dedicated to the project.
          2.   Engineering  Staffing - This  business  unit will  provide to the
               industry,  on a  contract  basis,  both short term and long term,
               experienced  and  skilled   engineers,   geologists,   and  other
               technicians. The availability of skilled professionals is quickly
               becoming the limiting resource for the oil and gas industry. Both
               large and small oil and gas  companies do not have the  available
               human talent to analyze,  plan, engineer and execute projects. Of
               concern is the growing  number of college  graduates  who opt for
               careers outside the oil and gas industry. Enrollment in petroleum
               related disciplines at major U.S.  universities has only recently
               started to increase but is not near the enrollment of the 1980's.
               In most oil and gas companies, the average age continues to climb
               toward 50 years old, with some studies  estimating that less than
               30% of the  workforce  is younger  than 40 years old. The Company
               intends to address  this  talent  shortage  with its  Engineering
               Staffing division.
          3.   Energy  Infrastructure  Management  -  This  business  unit  will
               provide planning, engineering, and consulting services to clients
               in both the private and public  markets.  These  services will be
               provided  to clients in both the  private  markets and the public
               sector.

Oil and Gas Exploration and Development
---------------------------------------

      The Company plans to evaluate undeveloped oil and gas prospects and
participate in drilling activities on prospects which in the opinion of
management are favorable for the production of oil or gas. If, through its
review, a geographical area indicates geological and economic potential, the
Company will attempt to acquire leases or other interests in the area and
assemble a prospect. The Company may then attempt to sell a portion of its
leasehold interests in a prospect to unrelated third parties, thus sharing the
risks and rewards of the exploration and development of the prospect with the
joint owners pursuant to an operating agreement. One or more wells may be
drilled on a prospect, and if the results indicate the presence of sufficient
oil and gas reserves, additional wells may be drilled on the prospect.

      The Company may also acquire producing oil and gas properties which have
the potential to support additional oil and gas wells.

      The Company will be dependent upon its ability to economically acquire or
find oil and gas reserves since, in general, the volume of production from
natural gas and oil properties will decline as reserves are depleted. Except to
the extent the Company acquires additional properties containing proved reserves
or conducts successful exploration and development activities, or both, the
proved reserves of the Company will decline as reserves are produced.

      Fluctuations in crude oil and natural gas prices will significantly affect
the Company's operations. Cash flow from oil and gas production depends upon the
quantity of production and the price obtained for such production. An increase
in prices will permit the Company to finance its operations to a greater extent

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with internally generated funds, may allow the Company to obtain equity
financing more easily or on better terms, and lessens the difficulty of
attracting financing from industry partners and non-industry investors. However,
price increases heighten the competition for leases increase the costs of
exploration and development activities and, because of potential price declines,
increase the risks associated with the purchase of producing properties during
times that prices are at higher levels.

      A decline in oil and gas prices will (i) reduce the cash flow internally
generated by the Company which in turn will reduce the funds available for
servicing debt and exploring for and replacing oil and gas reserves, (ii)
increase the difficulty of obtaining equity and debt financing and worsens the
terms on which such financing may be obtained, (iii) reduce the number of leases
which have reasonable economic terms, (iv) may cause the Company to allow leases
to expire based upon the value of potential oil and gas reserves in relation to
the costs of exploration, (v) result in marginally productive oil and gas wells
being abandoned as non-commercial, and (vi) increase the difficulty of
attracting financing from industry partners and non-industry investors.

      The Company needs to raise the funds required to drill oil and gas wells
and acquire oil and gas prospects. The Company may not be successful in raising
the capital needed to drill oil or gas wells and any future wells which may be
drilled by the Company may not be productive of oil or gas.

      It is anticipated that capital will be obtained principally through
borrowings from institutional and private lenders (although such additional
financing has not been arranged) and the sale of the Company's common stock or
other equity securities. However, there can be no assurance that additional
capital will be available to the Company on a timely basis, or if available, on
acceptable terms.

Engineering and Construction Management
---------------------------------------

      Through the late 1950's the early oil and gas companies such as Standard
Oil, Texaco and Mobil were fully vertically integrated enterprises with business
units that included oil and gas drilling, pipeline transportation, refining, gas
stations and motor oils. The consensus was that companies needed to own the
entire chain to control the product and maximize profits.

      In the late 1970's a new model emerged with smaller companies being
created that focused on only one aspect of the industry. Independent production
companies were created to find, drill and produce oil and gas. Pipeline
companies were formed to deliver product from producers to refineries and other
end users. Refining companies were organized to refine oil and gas into usable
fuels and products. And, finally retail oriented companies were created to
developed innovative ways to market gasoline (the birth of the gasoline station
as a convenience store!).

      The Company sees the next natural progression to be the separation of oil
and gas producers into two groups: those that want to explore and drill for oil
and gas and those that want to focus on the efficient processing of oil and gas
before it is transported.

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      Because of increasing demand and prices, major integrated oil companies
and large independents are exploring for new fields in areas such as West
Africa, Brazil, Venezuela, Trinidad, the Caspian, Western Russia and others. The
scale of these projects requires significant financial and human resources.
These projects usually require assembling a large international team consisting
of staff from the oil company, a large engineering firm, a large fabrication and
construction company to build and assemble the structure and processing
equipment, and an operations and maintenance partner to staff the project and
manage the start-up. This rush to large, international, projects is consuming a
substantial portion of the existing engineering and construction capability in
the oil and gas industry. Many of the majors and larger independent oil and gas
companies are exiting the domestic market and turning their capital, manpower
and technology to new, high investment areas around the world. The service
sector, especially the large engineering and construction companies, are
following their main customers to these international projects leaving few
companies to compete for domestic projects. A the same time, record drilling
activity in the US onshore market will require more production, process and
transportation infrastructure.

      Because of the high operating costs and low production rates of many older
oil and gas fields, most producers have been limited in their ability to
maintain the operating condition of pipelines, compressor stations, gathering
systems, SCADA systems, secondary recovery injection plants, and similar
equipment.

      The Company's Engineering and Construction Management division will focus
on developing new and cost effective production systems and processes for oil
and gas producers and other energy related projects. This division consists of
three business units. The Company estimates that this division will require the
services of 100 or more professionals.

      The first business unit will provide services to optimize drilling,
completion, field level work processes, physical plant construction, processing
and transportation. The Company considers the integration of construction,
operations, and financing to be critical for older fields with outdated systems
and for new projects which lack an experienced team of professionals dedicated
to the project.

      The second business unit will provide to the industry, on a contract
basis, both short term and long term, experienced and skilled engineers,
geologists, and other technicians. The availability of skilled professionals is
quickly becoming the limiting resource for the oil and gas industry. Both large
and small oil and gas companies do not have the available human talent to
analyze, plan, engineer and execute projects. Of concern is the growing number
of college graduates who opt for careers outside the oil and gas industry.
Enrollment in petroleum related disciplines at major U.S. universities has only
recently started to increase but is not near the enrollment of the 1980's. In
most oil and gas companies, the average age continues to climb toward 50 years
old, with some studies estimating that less than 30% of the workforce is younger
than 40 years old. The Company intends to address this talent shortage with its
Engineering Staffing services.

      The third business unit will provide planning, developing, implementing
and managing facility and infrastructure programs. It will provide advice and

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guidance to public, private and federal sector clients on program development
issues which focus on financial and cumulative impacts of proposed programs,
policies and projects. It will develop and utilize commercial "best in
discipline" products and services to support clients in meeting their respective
challenges.

Services Offered:
o     Program Management
o     Process Improvement / Six Sigma Implementation
o     Capital Planning and Programming
o     Operations Planning
o     Master Planning
o     Budget Optimization
o     Facility Economic Analysis
o     Energy Management
o     Real Estate Services
      -     Enhanced Use Leasing
      -     Site Analysis
      -     Market Analysis
o     Facility Automation
      -     GIS
      -     FMS
      -     CMMS
o     Range Planning

      This business unit will operate competitively between the traditional
architectural, engineering (URS, KBR, PBSJ), consulting (Booz Allen Hamilton,
Bearing Point) and energy (Johnson Control, Honeywell, Siemans) firms. This unit
will focus on the effective and economic delivery of value which will provide
the Company with the opportunity to secure long term engagements with well
budgeted clients.

Government Regulation
---------------------

      Various state and federal agencies regulate the production and sale of oil
and natural gas. All states in which the Company plans to operate impose
restrictions on the drilling, production, transportation and sale of oil and
natural gas.

      Under the Natural Gas Act of 1938, the Federal Energy Regulatory
Commission (the "FERC") regulates the interstate transportation and the sale in
interstate commerce for resale of natural gas. The FERC's jurisdiction over
interstate natural gas sales has been substantially modified by the Natural Gas
Policy Act under which the FERC continued to regulate the maximum selling prices
of certain categories of gas sold in "first sales" in interstate and intrastate
commerce.

      Effective January 1, 1993, however, the Natural Gas Wellhead Decontrol Act
(the "Decontrol Act") deregulated natural gas prices for all "first sales" of
natural gas. Because "first sales" include typical wellhead sales by producers,
all natural gas produced from the Company's natural gas properties is sold at

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market prices, subject to the terms of any private contracts which may be in
effect. The FERC's jurisdiction over natural gas transportation is not affected
by the Decontrol Act.

      The Company's sales of any natural gas will be affected by intrastate and
interstate gas transportation regulation. Beginning in 1985, the FERC adopted
regulatory changes that have significantly altered the transportation and
marketing of natural gas. These changes are intended by the FERC to foster
competition by, among other things, transforming the role of interstate pipeline
companies from wholesale marketers of natural gas to the primary role of gas
transporters. All natural gas marketing by the pipelines is required to divest
to a marketing affiliate, which operates separately from the transporter and in
direct competition with all other merchants. As a result of the various omnibus
rulemaking proceedings in the late 1980s and the individual pipeline
restructuring proceedings of the early to mid-1990s, the interstate pipelines
must provide open and nondiscriminatory transportation and
transportation-related services to all producers, natural gas marketing
companies, local distribution companies, industrial end users and other
customers seeking service. Through similar orders affecting intrastate pipelines
that provide similar interstate services, the FERC expanded the impact of open
access regulations to intrastate commerce.

      More recently, the FERC has pursued other policy initiatives that have
affected natural gas marketing. Most notable are (1) the large-scale divestiture
of interstate pipeline-owned gas gathering facilities to affiliated or
non-affiliated companies; (2) further development of rules governing the
relationship of the pipelines with their marketing affiliates; (3) the
publication of standards relating to the use of electronic bulletin boards and
electronic data exchange by the pipelines to make available transportation
information on a timely basis and to enable transactions to occur on a purely
electronic basis; (4) further review of the role of the secondary market for
released pipeline capacity and its relationship to open access service in the
primary market; and (5) development of policy and promulgation of orders
pertaining to its authorization of market-based rates (rather than traditional
cost-of-service based rates) for transportation or transportation-related
services upon the pipeline's demonstration of lack of market control in the
relevant service market. The Company does not know what effect the FERC's other
activities will have on the access to markets, the fostering of competition and
the cost of doing business.

      As a result of these changes, sellers and buyers of natural gas have
gained direct access to the particular pipeline services they need and are
better able to conduct business with a larger number of counter parties. The
Company believes these changes generally have improved the access to markets for
natural gas while, at the same time, substantially increasing competition in the
natural gas marketplace. The Company cannot predict what new or different
regulations the FERC and other regulatory agencies may adopt or what effect
subsequent regulations may have on production and marketing of natural gas from
the Company's properties.

      In the past, Congress has been very active in the area of natural gas
regulation. However, as discussed above, the more recent trend has been in favor
of deregulation and the promotion of competition in the natural gas industry.
Thus, in addition to "first sales" deregulation, Congress also repealed
incremental pricing requirements and natural gas use restraints previously
applicable. There are other legislative proposals pending in the Federal and
State legislatures which, if enacted, would significantly affect the petroleum

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industry. At the present time, it is impossible to predict what proposals, if
any, might actually be enacted by Congress or the various state legislatures and
what effect, if any, these proposals might have on the production and marketing
of natural gas by the Company. Similarly, and despite the trend toward federal
deregulation of the natural gas industry, whether or to what extent that trend
will continue or what the ultimate effect will be on the production and
marketing of natural gas by the Company cannot be predicted.

      Federal, state, and local agencies have promulgated extensive rules and
regulations applicable to the Company's oil and natural gas exploration,
production and related operations. Most states require permits for drilling
operations, drilling bonds and the filing of reports concerning operations and
impose other requirements relating to the exploration of oil and natural gas.
Many states also have statutes or regulations addressing conservation matters
including provisions for the unitization or pooling of oil and natural gas
properties, the establishment of maximum rates of production from oil and
natural gas wells and the regulation of spacing, plugging and abandonment of
such wells. The statutes and regulations of some states limit the rate at which
oil and natural gas is produced from the Company's properties. The federal and
state regulatory burden on the oil and natural gas industry increases the
Company's cost of doing business and affects its profitability. Because these
rules and regulations are amended or reinterpreted frequently, the Company is
unable to predict the future cost or impact of complying with those laws.

Competition and Marketing
-------------------------

      The Company will be faced with strong competition from many other
companies and individuals engaged in the oil and gas business, many of which are
very large, with substantial capabilities and well established. The Company will
compete with these individuals and companies, many of which have greater
financial resources and larger technical staffs. Although it is nearly
impossible to estimate the number of competitors; it is known that there are a
large number of companies and individuals in the oil and gas business.

      Exploration for and production of oil and gas are affected by the
availability of pipe, casing and other tubular goods and certain other oil field
equipment including drilling rigs and tools. The Company depends upon
independent drilling contractors to furnish rigs, equipment and tools to drill
its wells. Higher prices for oil and gas may result in competition among
operators for drilling equipment, tubular goods and drilling crews which may
affect the Company's ability expeditiously to drill, complete, re-complete and
work-over its wells. However, the Company has not experienced and does not
anticipate difficulty in obtaining supplies, materials, drilling rigs, equipment
or tools.

      The Company does not refine or otherwise process crude oil and condensate
production. Substantially all of the crude oil and condensate production of the
Company's wells are sold at posted prices under short-term contracts, which is
customary in the industry.

      The market for oil and gas is dependent upon a number of factors beyond
the Company's control, which at times cannot be accurately predicted. These
factors include the proximity of wells to, and the capacity of, natural gas

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pipelines, the extent of competitive domestic production and imports of oil and
gas, the availability of other sources of energy, fluctuations in seasonal
supply and demand, and governmental regulation. In addition, there is always the
possibility that new legislation may be enacted which would impose price
controls or additional excise taxes upon crude oil or natural gas, or both.
Oversupplies of natural gas can be expected to recur from time to time and may
result in the gas producing wells being shut-in. Increased imports of natural
gas, primarily from Canada, have occurred and are expected to continue. Such
imports may adversely affect the market for domestic natural gas.

      Since the early 1970's the market price for crude oil has been
significantly affected by policies adopted by the member nations of Organization
of Petroleum Exporting Countries ("OPEC"). Members of OPEC establish prices and
production quotas among themselves for petroleum products from time to time with
the intent of controlling the current global supply and price levels. The
Company is unable to predict the effect that OPEC or other countries will have
on the amount of, or the prices received for, crude oil and natural gas produced
and sold from the Company's wells.

      Gas prices, which were once effectively determined by government
regulations, are now largely influenced by competition. Competitors in this
market include producers, gas pipelines and their affiliated marketing
companies, independent marketers, and providers of alternate energy supplies,
such as residual fuel oil. Changes in government regulations relating to the
production, transportation and marketing of natural gas have also resulted in
significant changes in the historical marketing patterns of the industry.
Generally, these changes have resulted in the abandonment by many pipelines of
long-term contracts for the purchase of natural gas, the development by gas
producers of their own marketing programs to take advantage of new regulations
requiring pipelines to transport gas for regulated fees, and an increasing
tendency to rely on short-term contracts priced at spot market prices.

General
-------

      As of October 31, 2006, the Company had three full time employees.

      The Company's offices are located at 21 Waterway, Suite 300, The
Woodlands, TX 77380. The 200 square feet of office space is occupied under the
lease requiring rental payments of $1,900 per month.

                                  RISK FACTORS

      An investment in the Company's common stock is highly speculative and
prospective investors should consider, among others, the following factors
related to the business, operations and financial position of the Company

The  Company  is in  the  Development  Stage  and  has  Conducted  Only  Limited
Operations. As of October 31, 2006 the Company:

     o    Has generated less than $5,000 in revenue,

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     o    did not have any oil or gas leases or wells, and
     o    had  not  established  its  Engineering  and  Construction  Management
          division or its Engineering Staffing division.

The Company has never earned a profit. As of September 30th the Company's
accumulated deficit was approximately $(346,000). The Company expects to incur
additional losses during the foreseeable future. There can be no assurance that
the Company can implement its business plan, that it will be profitable, or that
the shares which may be sold in this Offering will have any value.

If the Company cannot obtain additional capital, the Company may have to delay
or postpone exploration and development and activities. The Company needs
additional capital to fund its operations, to find oil and gas reserves and to
otherwise implement its business plan. The Company estimates that it will need
$4,000,000 to establish its Engineering and Construction Management division.
The failure of the Company to obtain additional capital on terms acceptable to
it, or at all, may significantly restrict the Company's proposed operations.
There can be no assurance that the Company will be able to obtain the funding
which it requires.

The Company's operations will be dependent upon the continued services of its
officers. The loss of any of these officers, whether as a result of death,
disability or otherwise, may have a material adverse effect upon the business of
the Company.

The Company will need the services of a large number of skilled professionals.
The Company's Engineering and Construction Management division will require the
services of a large number of engineers and other oil professionals skilled in
most aspects of the oil and gas industry. The Company's Engineering and
Construction Management division will not be successful if the Company is unable
to retain the services of the number of professionals it will need for these
divisions.

Oil and gas exploration and development is not an exact science, and involves a
high degree of risk. The primary risk lies in the drilling of dry holes or
drilling and completing wells which, though productive, do not produce gas
and/or oil in sufficient amounts to return the amounts expended and produce a
profit. Hazards, such as unusual or unexpected formation pressures, downhole
fires, blowouts, loss of circulation of drilling fluids and other conditions are
involved in drilling and completing oil and gas wells and, if such hazards are
encountered, completion of any well may be substantially delayed or prevented.
In addition, adverse weather conditions can hinder or delay operations, as can
shortages of equipment and materials or unavailability of drilling, completion,
and/or work-over rigs. Even though a well is completed and is found to be
productive, water and/or other substances may be encountered in the well, which
may impair or prevent production or marketing of oil or gas from the well.

      Exploratory drilling involves substantially greater economic risks than
development drilling because the percentage of wells completed as producing
wells is usually less than in development drilling. Exploratory drilling itself
can be of varying degrees of risk and can generally be divided into higher risk
attempts to discover a reservoir in a completely unproven area or relatively
lower risk efforts in areas not too distant from existing reservoirs. While

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exploration adjacent to or near existing reservoirs may be more likely to result
in the discovery of oil and gas than in completely unproven areas, exploratory
efforts are nevertheless high risk activities.

      Although the completion of oil and gas wells is, to a certain extent, less
risky than drilling for oil and gas, the process of completing an oil or gas
well is nevertheless associated with considerable risk. In addition, even if a
well is completed as a producer, the well for a variety of reasons may not
produce sufficient oil or gas in order to repay the Company's investment in the
well.

The acquisition, exploration and development of oil and gas properties, and the
production and sale of oil and gas are subject to many factors which are outside
the Company's control. These factors include, among others, general economic
conditions, proximity to pipelines, oil import quotas, supply, demand, and price
of other fuels and the regulation of production, refining, transportation,
pricing, marketing and taxation by Federal, state, and local governmental
authorities.

Buyers of the Company's gas, if any, may refuse to purchase gas from the Company
in the event of oversupply. Hence, even if wells which may be drilled by the
Company are productive, the quantities of gas that the Company may be able to
sell may be too small to pay for the expenses of operating the wells. In such a
case, the wells would be "shut-in" until such time, if ever, that economic
conditions permit the sale of gas in quantities which would be profitable.

Interests that the Company will acquire in oil and gas properties may be subject
to royalty and overriding royalty interests, liens incident to operating
agreements, liens for current taxes and other burdens and encumbrances,
easements and other restrictions, any of which may subject the Company to future
undetermined expenses. The Company does not intend to purchase title insurance,
title memos, or title certificates for any leasehold interests it will acquire.
It is possible that at some point the Company will have to undertake title work
involving substantial costs. In addition, it is possible that the Company may
suffer title failures resulting in significant losses to the Company.

The drilling of oil and gas wells involves hazards such as blowouts, unusual or
unexpected formations, pressures or other conditions which could result in
substantial losses or liabilities to third parties. Although the Company intends
to acquire adequate insurance, or to be named as an insured under coverage
acquired by others (e.g., the driller or operator), the Company may not be
insured against all such losses because such insurance may not be available,
premium costs may be deemed unduly high, or for other reasons. Accordingly,
uninsured liabilities to third parties could result in the loss of Company funds
or property.

The Company's operations will be affected from time to time and in varying
degrees by the price for oil or gas. The price of oil and gas is often volatile
and influenced by political developments and Federal and state laws and
regulations regarding the development, production and sale of crude oil and
natural gas. These regulations require permits for drilling of wells and also
cover the spacing of wells, the prevention of waste, and other matters. Rates of

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production of oil and gas have for many years been subject to Federal and state
conservation laws and regulations and the petroleum industry is subject to
Federal tax laws. In addition, the production of oil or gas may be interrupted
or terminated by governmental authorities due to ecological and other
considerations. Compliance with these regulations may require a significant
capital commitment by and expense to the Company and may delay or otherwise
adversely affect the Company's proposed operations.

      From time to time legislation has been proposed relating to various
conservation and other measures designed to decrease dependence on foreign oil.
No prediction can be made as to what additional legislation may be proposed or
enacted. Oil and gas producers may face increasingly stringent regulation in the
years ahead and a general hostility towards the oil and gas industry on the part
of a portion of the public and of some public officials. Future regulation will
probably be determined by a number of economic and political factors beyond the
control of the Company or the oil and gas industry.

The Company's activities will be subject to existing federal and state laws and
regulations governing environmental quality and pollution control. Compliance
with environmental requirements and reclamation laws imposed by Federal, state,
and local governmental authorities may necessitate significant capital outlays
and may materially affect the earnings of the Company. It is impossible to
predict the impact of environmental legislation and regulations (including
regulations restricting access and surface use) on the Company's operations in
the future although compliance may necessitate significant capital outlays,
materially affect the Company's earning power or cause material changes in its
intended business. In addition, the Company may be exposed to potential
liability for pollution and other damages.

There is, at present, only a limited market for the Company's common stock and
there is no assurance that a market will develop. As of October 31, 2006 there
was only a limited market for the Company's common stock. Trades in the
Company's common stock are subject to Rule 15g-9 of the Securities and Exchange
Commission, which rule imposes certain requirements on broker/dealers who sell
securities subject to the rule to persons other than established customers and
accredited investors. For transactions covered by the rule, brokers/dealers must
make a special suitability determination for purchasers of the securities and
receive the purchaser's written agreement to the transaction prior to sale. The
Securities and Exchange Commission also has rules that regulate broker/dealer
practices in connection with transactions in "penny stocks". Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in that security is provided by the exchange or system). The
penny stock rules require a broker/ dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker/dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to

                                       12

<PAGE>

effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements have the effect
of reducing the level of trading activity in the secondary market for the
Company's common stock. As a result of these rules, investors may find it
difficult to sell their shares.

                        MARKET FOR COMPANY'S COMMON STOCK

      As of October 31, 2006 there were approximately 132 record holders of the
Company's common stock. The Company's common stock began trading on the OTC
Bulletin Board on October 30, 2006 under the symbol "EPCC.OB". Shown below are
the range of high and low quotations for the Company's common stock for the
dates indicated as reported by the NASD. The market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not necessarily represent actual transactions.

       Date                     High           Low
       ----                     ----           ---

       10/30/06                 $1.50          $1.40
       10/31/06                 $1.70          $1.50
       11/1/06                  $1.75          $1.61
       11/2/06                  $1.87          $1.71
       11/3/06                  $2.21          $1.81
       11/6/06                  $2.38          $2.05
       11/7/06                  $2.43          $2.31
       11/8/06                  $2.46          $2.42
       11/9/06                  $2.47          $2.45
       11/10/06                 $2.53          $2.46
       11/13/06                 $2.56          $2.53

       Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors out of legally available funds and, in the
event of liquidation, to share pro rata in any distribution of the Company's
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend. The Company has not paid any dividends on its common stock
and the Company does not have any current plans to pay any common stock
dividends.

                                   MANAGEMENT

      The following presents certain information concerning the present
management of the Company:

         Name                 Age      Position with Company
         ----                 ---      ---------------------

         Rex Doyle             48      Chief Executive Officer and a Director
         John Ippolito         47      President and a Director
         David Reynolds        54      Chief Operating  Officer, Secretary and a
                                       Director

                                       13

<PAGE>

     Rex Doyle has been an officer and  director  of the Company  since April 4,
2006.  Mr. Doyle was a Vice  President of Michael Baker  Corporation  (AMEX:BKR)
between August 2000 and September  2002.  Between  September 2002 and April 2004
Mr.  Doyle was Vice  President  of  Business  Development  for Baker  Energy,  a
subsidiary of Michael Baker  Corporation.  Between April 2005 and April 2006 Mr.
Doyle was Senior Vice  President  of Global  Operations  for Baker Energy and an
officer of Michael Baker Corporation.

     John  Ippolito has been an officer and director of the Company  since April
4, 2006. Mr. Ippolito was Business Development Manager - North and South America
Integrated  Project  Management  Division for Schlumberger Ltd. between 2000 and
August 2003. Between August 2003 and April 2006 Mr. Ippolito was Senior Business
Development  Director,  Continental  U.S.,  and  Business  Manager - Large Asset
Management   Contracts,   for  Baker  Energy,  a  subsidiary  of  Michael  Baker
Corporation.

     David  Reynolds has been an officer and director of the Company since April
4, 2006. Mr. Reynolds was a principal of Orion Oil & Gas L.L.C. between 2003 and
December 2005.  Since January 2006 Mr.  Reynolds has been working on oil and gas
projects. From 2001 to 2003 Mr. Reynolds was with the Business Development Group
of Union Oil of California.

      Mr. Doyle, Mr. Ippolito and Mr. Reynolds do not serve as an officer or
director of any other publicly traded corporation.

      As of October 31, 2006 the Company did not have any employment agreements
with any of its officers.

      The Company does not yet have a compensation committee. The Company's
Board of Directors acts as the Company's Audit Committee. None of the Company's
directors are a financial experts and one of the Company's directors is
independent as that term is defined Section 121(A) of the Listing Standards of
the American Stock Exchange.

      The Company has adopted a Code of Ethics applicable to the Company's
principal executive, financial, and accounting officers and persons performing
similar functions.

Change in Management

      On April 4, 2006, Mark W. Moniak, the Company's only officer and director,
appointed Rex Doyle, John Ippolito and David Reynolds as directors of the
Company. Following these appointments Mr. Moniak, resigned as an officer and
director of the Company.

      The Company's directors then appointed the following persons to be
officers of the Company:

          Name                   Position
          ----                   --------

          Rex Doyle              Chief Executive and Principal Financial Officer
          John Ippolito          President
          David Reynolds         Executive Vice President and Secretary

                                       14

<PAGE>

Executive Compensation
----------------------

     Between the date of their  appointment as officers and directors  (April 4,
2006) and October 31, 2006 the Company has  collectively  paid  approximately  $
175,000 to its officers and directors.

     The  following  shows the amounts  which the Company  expects to pay to its
officers and consultants during the twelve month period ending October 31, 2007,
and the time these persons plan to devote to the Company's business. The Company
does not have employment agreements with any of its officers or consultants.

                                Proposed            Time to be Devoted
      Name                    Compensation        the Company's Business
      ----                    ------------        ----------------------

    Rex Doyle                   $210,000                 100%
    John Ippolito               $175,000                 100%
    David Reynolds              $150,000                 100%

Stock Option and Bonus Plans
----------------------------

      The Company has adopted stock option and stock bonus plans. A summary
description of these plans follows. In some cases these Plans are collectively
referred to as the "Plans".

      Incentive Stock Option Plan. The Company's Incentive Stock Option Plan
authorizes the issuance of shares of the Company's Common Stock to persons that
exercise options granted pursuant to the Plan. Only Company employees may be
granted options pursuant to the Incentive Stock Option Plan.

      Non-Qualified Stock Option Plan. The Company's Non-Qualified Stock Option
Plan authorizes the issuance of shares of the Company's Common Stock to persons
that exercise options granted pursuant to the Plans. The Company's employees,
directors, officers, consultants and advisors are eligible to be granted options
pursuant to the Plans, provided however that bona fide services must be rendered
by such consultants or advisors and such services must not be in connection with
the offer or sale of securities in a capital-raising transaction. The option
exercise price is determined by the Committee but cannot be less than the market
price of the Company's Common Stock on the date the option is granted.

      Stock Bonus Plan. The Company's Stock Bonus Plan allows for the issuance
of shares of Common Stock to it's employees, directors, officers, consultants
and advisors. However bona fide services must be rendered by the consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

      Summary. The following lists, as of October 31, 2006, the options granted
pursuant to the Plans. Each option represents the right to purchase one share of
the Company's common stock.

                                       15

<PAGE>

<TABLE>
<S>                                    <C>          <C>           <C>           <C>

                                     Total        Shares
                                     Shares     Reserved for    Shares       Remaining
                                    Reserved    Outstanding    Issued as   Options/Shares
Name of Plan                       Under Plans    Options     Stock Bonus   Under Plans
------------                       -----------  ------------  -----------  --------------

Incentive Stock Option Plans        2,000,000          --          N/A       2,000,000
Non-Qualified Stock Option Plans    3,000,000     600,000          N/A       2,400,000
Stock Bonus Plans                   1,000,000         N/A                    1,000,000

</TABLE>

      The following lists the options granted as of October 31, 2006. All of the
options listed below were granted pursuant to the Company's Non-Qualified Stock
Option Plan.

                         Shares Issuable
                         Upon Exercise       Exercise       Expiration
    Name                    of Options        Price             Date
    ----                 ----------------    --------       ------------

    Rex Doyle              100,000 (1)        $0.50         10/24/08
    Rex Doyle              100,000 (2)        $3.00         10/24/08 (3)
    John Ippolito          100,000 (1)        $0.50         10/24/08
    John Ippolito          100,000 (2)        $3.00         10/24/08 (3)
    David Reynolds         100,000 (1)        $0.50         10/24/08
    David Reynolds         100,000 (2)        $3.00         10/24/08 (3)

     (1)  Options may be exercised at any time prior to 10/25/08

     (2)  Options to purchase  50,000  shares may be exercised at any time after
          1/1/07,  and options to purchase 50,000 shares may be exercised at any
          time after 1/1/08.

     (3)  These options will expire on the first to occur of the following:  (i)
          10/24/08,  (ii) the date the option  holder is removed from office for
          cause,  or (iii) the date the option  holder  resigns as an officer of
          the Company.

      For the purpose of these options "Cause" means any action by the Option
Holder or any inaction by the Option Holder which constitutes:

      (i)  fraud, embezzlement, misappropriation, dishonesty or breach of trust;

     (ii)  a willful or knowing failure or refusal by the Option Holder to
           perform any or all of his material duties and responsibilities as an
           officer of the Company, other than as the result of the Option
           Holder's death or Disability; or

    (iii)  gross negligence by the Option Holder in the performance of any or
           all of his material duties and responsibilities as an officer of the
           Company, other than as a result of the Option Holder's death or
           Disability;

      For purposes of these options "Disability" means any mental or physical
illness, condition, disability or incapacity which prevents the Option Holder

                                       16

<PAGE>

from reasonably discharging his duties and responsibilities as an officer of the
Company for a minimum of twenty hours per week.

Transactions with Related Parties and Recent Sales of Unregistered Securities.
------------------------------------------------------------------------------

      In September 2004 the Company issued 4,000,000 shares of its common stock
(as adjusted for the 1-for-20 forward stock split) to Mark Moniak as
consideration for Mr. Moniak serving as the Company's President. Mr. Moniak
resigned as the Company's President on April 4, 2006.

      On April 4, 2006 the Company sold:

     o    20,000,000 shares of its common stock to Rex Doyle for $200;
     o    20,000,000 shares of its common stock to John Ippolito for $200;
     o    4,000,000  shares of its common stock to unrelated  third  parties for
          $40;

      Between October 1, 2006 and October 31, 2006 the Company sold 481,600
shares of its common stock to 64 private investors at a price of $1.00 per
share.

      The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale of these shares.

                             PRINCIPAL SHAREHOLDERS

      The following table shows the number of and percentage of outstanding
shares of common stock owned by the Company's officers, directors and those
shareholders owning more than 5% of the Company's common stock as of October 31,
2006.

                                     Shares of
Name and Address                    Common Stock         Percent of Class (1)
----------------                    ------------        ----------------------

Rex Doyle                            20,000,000                  40%
30 Fernglen
The Woodlands, TX 77380

John Ippolito                        20,000,000                  40%
9007 Deerwick Ct.
Tomball, TX 77375

David Reynolds                        2,000,000                   4%
4311 Candlewood Park
Katy, TX 77494

All Executive Officers
and Directors as a group (3 persons) 42,000,000                  84%

                                       17

<PAGE>

                            DESCRIPTION OF SECURITIES

The Company is authorized to issue 100,000,000 shares of Common Stock. As of
October 31, 2006 the Company had 49,741,600 outstanding shares of Common Stock
Holders of Common Stock are each entitled to cast one vote for each share held
of record on all matters presented to shareholders. Cumulative voting is not
allowed; hence, the holders of a majority of the outstanding Common Stock can
elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends will be
paid until the Company is in profit.

Holders of Common Stock do not have preemptive rights to subscribe to additional
shares if issued by the Company. There are no conversion, redemption, sinking
fund or similar provisions regarding the Common Stock. All of the outstanding
shares of Common Stock are fully paid and non-assessable and all of the shares
of Common stock offered hereby will be, upon issuance, fully paid and
non-assessable.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock.
The Company's Articles of Incorporation provide that its Board of Directors has
the authority to divide the preferred stock into series and, within the
limitations provided by statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As of October 31, 2006 the Company had not issued any preferred
shares.

                                 INDEMNIFICATION

      The Company's Bylaws provide that the Company will indemnify its directors
and officers against expense and liabilities they incur to defend, settle or
satisfy any civil or criminal action brought against them as a result of their
being or having been the Company directors or officers unless, in any such
action, they have acted with gross negligence or willful misconduct. Officers
and Directors are not entitled to be indemnified for claims or losses resulting
from a breach of their duty of loyalty to the Company, for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law or a transaction from which the director derived an improper personal
benefit. Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to the Company's directors and officers, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of l933, and is, therefore, unenforceable.

                                       18

<PAGE>








                            San Juan Financial, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                                December 31, 2005



<PAGE>






                         INDEX TO FINANCIAL STATEMENTS



                                                                         Page

Report of Independent Registered Public Accounting Firm                   F-1

Balance Sheets - December 31, 2005                                        F-2

Statements of Operations - For the Years Ended
 December 31, 2005 and 2004, and for the Period
 from Inception (April 10, 2000) to December 31, 2005                     F-3

Statements of Cash Flows - For the Years Ended
 December 31, 2005 and 2004, and for the Period
 from Inception (April 10, 2000) to December 31, 2005                     F-4

Statement of Changes in Stockholders' Equity (Deficit) -
 For the Period from Inception (April 10, 2000) to
 December 31, 2005                                                   F-5 to F-6

Notes to Financial Statements                                       F-7 to F-10


<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheet of San Juan Financial, Inc. as of
December 31, 2005, and the related statements of operations, cash flows, and
stockholders' equity (deficit) for the years ended December 31, 2005 and 2004,
and for the period from inception (April 10, 2000) to December 31, 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of San Juan Financial, Inc. as of
December 31, 2005, and the results of its operations, its cash flows, and its
changes in stockholders' equity for the years ended December 31, 2005 and 2004,
and for the period from inception (April 10, 2000) to December 31, 2005, in
conformity with generally accepted accounting principles in the United States of
America.

As mentioned in Footnote 2 to the financial statements, the Company has expended
all of its capital, which raises doubt about its ability to continue as a going
concern with an ability to conduct its business plan. The Company's plans are
also discussed in Footnote 2. There is no assurance that such funding will be
available or that the Company will be successful in implementing its business
plan. The accompanying financial statements do not include any adjustments,
which might be necessary if the Company is unable to continue in existence.


Denver, Colorado
April 3, 2006                            /s/ Comiskey & Company

                                         PROFESSIONAL CORPORATION


<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             As of December 31, 2005



ASSETS

CURRENT ASSETS                                                 $      --
                                                               ---------

      Total current assets                                            --
                                                               ---------

   TOTAL ASSETS                                                $      --
                                                               =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable                                            $   3,621
                                                               ---------

      Total current liabilities                                    3,621

STOCKHOLDERS' DEFICIT
   Preferred stock, no par value; 10,000,000 shares
    authorized; no shares issued and outstanding                      --
   Common stock, no par value; 750,000,000 shares
    authorized; 5,260,000 shares issued and
    outstanding at December 31, 2004                              68,000
   Additional paid-in capital                                     26,691
   Deficit accumulated during the development stage              (98,312)
                                                               ---------

      Total shareholders' deficit                                 (3,621)
                                                               ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $      --
                                                               =========

   The accompanying notes are an integral part of the financial statements.
                                       F-2


<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<S>                                        <C>           <C>                <C>
                                                                    For the period
                                                                    from inception
                                      For the year   For the year   (April 10, 2000)
                                          ended         ended              to
                                       December 31,  December 31,     December 31,
                                           2005         2004              2005
                                      ------------   ------------   ---------------

REVENUES                              $        --    $        --     $         --

EXPENSES

  General and administrative expenses      20,000         15,312           98,312
                                      ------------   ------------   ---------------

      Total expenses                       20,000         15,312           98,312
                                      ------------   ------------   ---------------

NET LOSS                                  (20,000)       (15,312)          (98,312)

Accumulated deficit
   Balance, beginning of period           (78,312)       (63,000)               --
                                      ------------   ------------   ---------------

   Balance, end of period             $   (98,312)   $   (78,312)     $    (98,312)
                                      ============   ============   ===============

NET LOSS PER SHARE                    $      (NIL)   $     (0.01)
                                      ============   ============

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                5,260,000      2,429,399
                                      ============   ============

</TABLE>


   The accompanying notes are an integral part of the financial statements.
                                       F-3


<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                        <C>           <C>                <C>
                                                                    For the period
                                                                    from inception
                                      For the year   For the year   (April 10, 2000)
                                          ended         ended              to
                                       December 31,  December 31,     December 31,
                                           2005         2004              2005
                                      ------------   ------------   ---------------
CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                           $   (20,000)   $   (15,312)     $   (98,312)
    Adjustments to reconcile net
    loss to net cash flows from
    operating activities:
      Accounts payable                      2,614          1,007            3,621
      Shares issued for compensation           --          5,000            5,000
                                      ------------   ------------   ---------------

      Net cash flows from operating
       activities                         (17,386)        (9,305)         (89,691)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                    --             --               --

CASH FLOWS FROM FINANCING
 ACTIVITIES
    Proceeds from the issuance of
     common stock                              --             --           63,000
    Expenses paid by shareholders          17,386          9,305           26,691
                                      ------------   ------------   ---------------
    Net cash flows from financing
     activities                            17,386          9,305           89,691

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                        --             --               --

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                         --             --               --
                                      ------------   ------------   ---------------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                      $        --    $        --     $         --
                                      ============   ============   ===============

</TABLE>


   The accompanying notes are an integral part of the financial statements.
                                       F-4


<PAGE>


                            San Juan Financial, Inc.
                          (A Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
     For the Period from Inception (April 10, 2000) to December 31, 2005


<TABLE>
<S>                               <C>                <C>           <C>              <C>           <C>

                                                                                Deficit
                                                                              Accumulated
                                                                Additional     During the   Stockholders'
                                        Common Stock             Paid-in       Development     Equity
                                  Shares             Amount      Capital          Stage       (Deficit)
                                 ------------------------------------------------------------------------------

Issuance of common stock for
cash at $0.05 per share          1,260,000      $  63,000      $       -       $        -     $  63,000

Issuance of common stock no
  consideration received       100,000,000              -              -                -             -

Net loss for the period from
  inception (April 10, 2000)
  to December 31, 2000                   -              -              -          (56,711)      (56,711)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2000     101,260,000         63,000              -          (56,711)         6,289

Cancellation of stock for
  consideration not received  (100,000,000)             -              -                -              -

Net loss for the year ended
  December 31, 2001                      -              -              -           (5,825)        (5,825)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2001       1,260,000         63,000              -          (62,536)           464

Net loss for the year ended
  December 31, 2002                      -              -              -             (464)          (464)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2002       1,260,000         63,000              -          (63,000)             -

</TABLE>


   The accompanying notes are an integral part of the financial statements.
                                       F-5


<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                    CONTINUED
     For the Period From Inception (April 10, 2000) to December 31, 2005




<TABLE>
<S>                               <C>                <C>           <C>              <C>           <C>

                                                                                Deficit
                                                                              Accumulated
                                                                Additional     During the   Stockholders'
                                        Common Stock             Paid-in       Development     Equity
                                  Shares             Amount      Capital          Stage       (Deficit)
                                 ------------------------------------------------------------------------------

Net loss for year ended
  December 31, 2003                      -      $       -      $       -      $        -      $       -
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2003       1,260,000         63,000              -          (63,000)            -

Issuance of common stock for
  compensation                   4,000,000          5,000              -                -         5,000

Expenses paid by shareholders            -              -          9,305                -         9,305

Net loss for the year ended
  December 31, 2004                      -              -              -          (15,312)      (15,312)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2004       5,260,000         68,000          9,305          (78,312)       (1,007)

Expenses paid by shareholders            -              -         17,386                -        17,386

Net loss for the year ended
  December 31, 2005                      -              -              -          (20,000)      (20,000)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2005       5,260,000      $  68,000      $  26,691        $ (98,312)    $  (3,621)
                                 =========      =========      =========        =========     =========

</TABLE>


   The accompanying notes are an integral part of the financial statements.
                                       F-6



<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


1.   Organization and Operations

     Background

     San Juan Financial, Inc. ("the Company") was incorporated under the laws of
     Colorado on June 6, 1989. Following incorporation, the Company remained an
     inactive shell company. Effective April 10, 2000, the Company entered the
     development stage in accordance with SFAS No. 7. The Company's principal
     activities since April 10, 2000 have consisted of organizational matters
     and the sale of its no par value common stock.

     Amendment to Articles

     On April 10, 2000, the Company filed amended articles of incorporation with
     the State of Colorado, at which time the Company revised Article XI, Board
     of Directors. The Board consists of one director who is also the President
     of the Company. On September 15, 2004, Troy Fullmer, the Company's only
     officer and director, appointed Mark W. Moniak as a director of the Company
     and as the Company's President and Chief Executive Officer. Following the
     appointment of Mr. Moniak, Mr. Fullmer resigned as an officer and director
     of the Company.

2.   Going Concern

     The Company has no revenue to date and has incurred operating losses of
     $98,312 since inception. Since inception, the Company has been dependent
     upon the receipt of capital investment or other financing to fund its
     continuing activities. The Company has not identified any business
     combination and, therefore, cannot ascertain with any degree of certainty
     the capital requirements for any particular transaction. In addition, the
     Company is dependent upon certain related parties to provide continued
     funding and capital resources. The accompanying financial statements have
     been presented on the basis of the continuation of the Company as a going
     concern and do not include any adjustments relating to the recoverability
     and classification of recorded asset amounts or the amounts and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.




                                      F - 7

<PAGE>


                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005



3.   Summary of Significant Accounting Policies

     Development Stage Activities

     San Juan Financial, Inc. entered the development stage in accordance with
     Financial Accounting Standards Board Statements of Financial Accounting
     Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
     Enterprises" in 2000, upon commencement of activities. The Company's
     original business plan was to operate as a mortgage banking and brokerage
     company over the Internet. In 2004, the Company changed its focus to that
     of a "blank check" company, whose purpose is to serve as a capital access
     corporation which will seek out and acquire an operating company.

     Use of Estimates

     The preparation of the financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabilities, and
     contingent assets and liabilities at the date of the financial statements
     and the reported amounts of revenues and expenses during the reporting
     period. Actual results could differ from those estimates.

     Cash Equivalents

     For the purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Income Taxes

     The Company accounts for income taxes in accordance with SFAS No. 109 -
     Accounting for Income Taxes. Deferred tax assets and liabilities are
     recognized with respect to the tax consequences attributable to differences
     between the financial statement carrying values and tax basis of existing
     assets and liabilities. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which these temporary differences are expected to be recovered or settled.
     Further, the effect on deferred tax assets and liabilities of changes in
     tax rates is recognized in income in the period that includes the enactment
     date.


                                      F - 8
<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


3.   Summary of Significant Accounting Policies (cont'd)

     Earnings (loss) per Share

     The Company reports loss per share using a dual presentation of basic and
     diluted loss per share. Basic loss per share excludes the impact of common
     stock equivalents. Diluted loss per share utilizes the average market price
     per share when applying the treasury stock method in determining common
     stock equivalents. However, the Company has a simple capital structure for
     the period presented and, therefore, there is no variance between the basic
     and diluted loss per share.

     Fair Value of Financial Instruments

     SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
     certain disclosures regarding the fair value of financial instruments. The
     Company has no financial instruments in the accompanying financial
     statements.

     Stock-Based Compensation

     In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
     "Accounting for Stock-Based Compensation" requiring public entities to
     measure the cost of employee services received in exchange for an award of
     equity instruments based on grant date fair value. The cost will be
     recognized over the period during which an employee is required to provide
     service in exchange for the award -- usually the vesting period.

     Accounting Changes and Error Corrections

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections" ("SFAS 154") which replaces Accounting Principles Board
     Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting
     Changes in Interim Financial Statements-An Amendment of APB Opinion No.
     28." SFAS 154 provides guidance on the accounting for and reporting of
     accounting changes and error corrections. It establishes retrospective
     application, or the latest practicable date, as the required method for
     reporting a change in accounting principle and the reporting of a
     correction of an error. SFAS 154 is effective for accounting changes and a
     correction of errors made in fiscal years beginning after December 15, 2005
     and is required to be adopted by the Company in the first quarter of 2006.
     The adoption of this new Statement is not expected to have a material
     effect on the Company's current financial position, results or operations,
     or cash flows.

                                      F - 9

<PAGE>
                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

4.   Stockholders' Equity

     Following its original  incorporation  in June 1989, the Company had issued
     100,000,000  shares  of its no par  value  common  stock to an  officer  as
     payment  for  services  related to the  organization  and  start-up  of the
     Company.  The value of the transaction could not be objectively measured as
     a related party rendered the services. The transaction has been recorded at
     no value since the Board of Directors determined that the rendered services
     for which  these  shares had been issued  were  incomplete.  On November 2,
     2001, the Board of Directors  authorized the  cancellation  of the original
     100,000,000  shares  of  common  stock,  as  a  result  of  the  incomplete
     performance.

     On April 7, 2000, the Board of Directors authorized an 8-to-1 reverse split
     of the Company's no par value common stock, effective on that date. All
     share and per share amounts reflect this reverse split.

     In May 2000, the Company conducted a private placement offering whereby it
     sold 1,260,000 shares of its no par value common stock for $0.05 per share
     pursuant to an exemption from registration claimed under Sections 4(2) and
     4(6) of the Securities Act of 1933, as amended, and Regulation D
     promulgated thereunder. The Company received net proceeds of $63,000.

     On September 15, 2004, Mark W. Moniak was appointed as Director, President,
     and Chief Executive Officer of the Company. The Company does not have an
     employment agreement with Mr. Moniak. However, the Company has agreed to
     issue 4,000,000 shares of its common stock, valued at $5,000, to Mr. Moniak
     in return for Mr. Moniak serving as the Company's President until September
     15, 2005.

     During the year ended December 31, 2004, the Company incurred $9,305 of
     expenses which were paid by stockholders and recorded as additional paid-in
     capital.

     On March 11, 2005, the Company held a special meeting of its shareholders.
     At this meeting, the shareholders of the Company held a 1-for-20 forward
     stock split of the Company's common stock. Unless otherwise indicated, all
     share and per share data has been retroactively restated to reflect this
     forward stock split.

     During the year ended December 31, 2005, the Company incurred $17,386 of
     expenses which were paid by stockholders and recorded as additional paid-in
     capital.


                                     F - 10


<PAGE>
                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


5.   Income Taxes

     A deferred tax asset of $36,375 at December 31, 2005 relates to net
     operating losses and deductible temporary differences. Management does not
     consider it more likely than not that the entire deferred tax asset will be
     realized. Therefore, a full valuation allowance has been established
     against the deferred tax asset. The valuation allowance increased by $7,400
     and $5,665 for the years ended December 31, 2005 and 2004, respectively.
     The net operating losses will expire in years 2020 through 2025.

                                                      December 31,
                                                         2005

   Net operating loss carryforwards                    $ 36,375
   Valuation allowance                                  (36,375)
                                                     ----------

                                                    $        --
                                                    ===========

  The difference between income taxes computed at the statutory federal rate of
     34% and the provision for income taxes relates to the following:

                                                        Percent of
                                                          Pretax
                                                          Amount
                                                        ----------
     Provision at federal statutory rate                    34%
     Effect of state income tax                              3%
     Increase in valuation allowance                       (37%)
                                                           ----
                                                             0%
                                                           ====
6.   Merger Agreement

   In March 2005, the Company reached an informal agreement with the principal
   shareholders of Cookie Club of America, Inc. ("CCA") to acquire all of CCA's
   outstanding shares in exchange for 5,890,000 shares of the Company's common
   stock. The agreement was never finalized and plans of merger were terminated
   in August 2005.



                                     F - 11

<PAGE>

                            San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


7.   Subsequent Events

   On April 4, 2006, the Company signed an agreement for the sale of 44,000,000
   shares of common stock to five individuals for an aggregate price of $440.
   Upon closing of the agreement Mark Moniak, current sole officer and President
   of the Company, will appoint Rex Doyle, John Ippolito and David Reynolds as
   directors of the Company. Following such appointment, Mr. Moniak will resign.
   The agreement specifies that as soon as practicable, the parties to the
   agreement will cooperate with each other such that $300,000 will be wire
   transferred into a bank account controlled by the Company. This agreement
   will not be considered closed until the $300,000 wire transfer has been
   received.







                                      F-12


<PAGE>






                            EPIC Capital Group, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                               September 30, 2006


<PAGE>


                            EPIC Capital Group, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2006
                                   (Unaudited)


         ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                        $  76,112
                                                                    ---------

      Total current assets                                             76,112
                                                                     --------

   TOTAL ASSETS                                                     $  76,112
                                                                    =========


         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $     523
   Accrued expenses                                                     1,005
   Deposit                                                             20,000
                                                                    ---------

      Total current liabilities                                        21,528


STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 10,000,000 shares
      authorized; no shares issued and outstanding                          -
   Common stock, no par value; 750,000,000 shares
      authorized; 49,260,000 shares issued and outstanding
      at September 30, 2006                                            68,440
   Additional paid-in capital                                         331,712
   Deficit accumulated during the development stage                  (345,568)
                                                                    ---------

      Total shareholders' equity                                       54,584
                                                                    ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  76,112
                                                                    =========

         The accompanying notes are an integral part of these financial
statements.

                                       1

<PAGE>


                            EPIC Capital Group, Inc.
                          (A Development Stage Company)
                      STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)

<TABLE>
<S>                                      <C>        <C>       <C>        <C>           <C>


                                                                                For the period
                                          For the three         For the nine     from inception
                                          months ended          months ended    (April 10, 2000)
                                          September 30,         September 30,           to
                                        2006        2005      2006        2005  September 30, 2006
                                        ----        ----      ----        ----  ------------------


REVENUE                              $      -    $     -   $      -     $      -   $        -

OPERATING EXPENSES

 General and administrative expenses  143,655          -    249,012       12,404      347,324
                                     ---------   --------  --------     ---------  -----------

LOSS FROM OPERATIONS                 (143,655)         -   (249,012)     (12,404)    (347,324)

OTHER INCOME (EXPENSE)

   Interest income                        787          -      1,756            -        1,756
                                     ---------   --------  --------     ---------  -----------

NET LOSS                             (142,868)         -   (247,256)     (12,404)    (345,568)

Accumulated deficit
   Balance, beginning of period      (202,700)   (90,716)   (98,312)     (78,312)           -
                                     ---------   --------  --------     ---------  -----------

   Balance, end of period          $ (345,568) $ (90,716) $(345,568)    $(90,716)  $ (345,568)
                                   =========== ========== ==========   ==========  ===========

NET LOSS PER SHARE                 $    (0.00) $   (0.00) $   (0.01)   $   (0.00)  $   (0.06)
                                   =========== ========== ==========   ==========  ===========

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING           49,260,000  5,260,000  34,109,817   5,260,000   5,852,216
                                   =========== ========== ==========   ==========  ===========

</TABLE>


         The accompanying notes are an integral part of these financial
statements.

                                       2

<PAGE>


                            EPIC Capital Group, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<S>                                   <C>              <C>             <C>

                                                                  For the period
                                                                  from inception
                                     For the nine months ended   (April 10, 2000)
                                          September 30,                 to
                                     2006                2005    September 30, 2006
                                     ----                ----    ------------------

CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                      $  (247,256)       $   (12,404)    $  (345,568)
    Adjustments to reconcile
     net loss to net cash
     flows from operating
     activities
      Increase(Decrease) in
       accounts payable               (3,098)             5,208             523
      Increase(Decrease) in
       accrued expenses                1,005                  -           1,005
      Increase(Decrease) in
       deposit liability              20,000                  -          20,000
      Common stock issued
       for compensation                    -                  -           5,000
                                 ------------       ------------    -------------

    Net cash flows from
     operating activities           (229,349)            (7,196)       (319,040)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                -                  -               -

CASH FLOWS FROM FINANCING
 ACTIVITIES
   Additional paid-in capital        300,000                  -         300,000
   Proceeds from the issuance
    of common stock                      440                  -          63,440
   Expenses paid by shareholders       5,021              7,196          31,712
                                 ------------       ------------    -------------

   Net cash flows from
    financing activities             305,461              7,196         395,152

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                 76,112                  -          76,112

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                       -                  -               -
                                 ------------       ------------    -------------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                   $    76,112        $         -     $    76,112
                                 ============       ============    =============

</TABLE>


         The accompanying notes are an integral part of these financial
statements.


                                       3

<PAGE>


                            EPIC Capital Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2006

Note 1 - Management's Representation of Interim Financial Information

The accompanying financial statements have been prepared by EPIC Capital Group,
Inc. without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 2005.

Note 2 - Summary of Significant Accounting Policies

Development Stage Activities

EPIC Capital  Group,  Inc.  entered the  development  stage in  accordance  with
Financial   Accounting   Standards  Board  Statements  of  Financial  Accounting
Standards  (SFAS)  No.  7,  "Accounting  and  Reporting  by  Development   Stage
Enterprises" in 2000, upon  commencement of activities.  The Company's  original
business plan was to operate as a mortgage  banking and  brokerage  company over
the Internet.  In 2004, the Company changed its focus to that of a "blank check"
company,  whose purpose is to serve as a capital access corporation,  which will
seek out and  acquire  an  operating  company.  After the April  2006  change of
control,  the Company plans to engage in oil and gas exploration and production,
engineering construction management, and engineering staffing.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

                                       4

<PAGE>
                         EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006


Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109 -
Accounting for Income Taxes. Deferred tax assets and liabilities are recognized
with respect to the tax consequences attributable to differences between the
financial statement carrying values and tax basis of existing assets and
liabilities. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. Further, the effect on
deferred tax assets and liabilities of changes in tax rates is recognized in
income in the period that includes the enactment date.

Earnings (loss) per Share

The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price per share
when applying the treasury stock method in determining common stock equivalents.
However, the Company has a simple capital structure for the period presented
and, therefore, there is no variance between the basic and diluted loss per
share.

Fair Value of Financial Instruments

SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company has no financial instruments in the accompanying financial statements.

Stock-Based Compensation

In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
"Accounting for Stock-Based Compensation" requiring public entities to measure
the cost of employee services received in exchange for an award of equity
instruments based on grant date fair value. The cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award -- usually the vesting period.



                                       5

<PAGE>
                            EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of 2006. The adoption of this new Statement is not expected to
have a material effect on the Company's current financial position, results or
operations, or cash flows.

Note 3 - Stockholder's Equity

On April 4, 2006, the Company signed an agreement for the sale of 44,000,000
shares of common stock to five individuals for an aggregate price of $440. Mark
W. Moniak, the Company's President and only director, appointed Rex Doyle, John
Ippolito and David Reynolds as directors of the Company. Following these
appointments Mr. Moniak, resigned as an officer and director of the Company. The
Company's new directors then appointed the following persons to be officers of
the Company:

            Name               Position
            Rex Doyle          Chief Executive and Principal Financial Officer
            John Ippolito      President
            David Reynolds     Executive Vice President and Secretary


Note 4 - Change in the Company's Name

On May 15, 2006 the shareholders of the Company approved an amendment to the
Company's Articles of Incorporation which changed the name of the Company to
Epic Capital Group, Inc. Prior to the adoption of this amendment the Company's
name was San Juan Financial, Inc.


                                       6

<PAGE>

                           EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006

Note 5 - Liabilities

In April 2006 several non-affiliated shareholders loaned the Company $300,000.
The loans were unsecured, did not bear interest and were to be cancelled at such
time as the Company's common stock became eligible for listing on the OTC
Bulletin Board. In September 2006 the Company's common stock was listed on the
OTC Bulletin Board, the loans were cancelled, and the $300,000 liability was
reclassified as additional paid-in capital.


In July 2006, the Company received $20,000 from an unrelated third party as a
deposit for an oil and gas joint venture. Since the terms of the joint venture
are still under negotiation, the Company has recorded the $20,000 as a liability
which will be refunded to the third party if the joint venture is not
established.











                                       7


<PAGE>

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

     The Company was incorporated in Colorado on June 6, 1989. Following its
formation the Company was inactive until April 2000, when the Company decided to
become involved in the mortgage business. The Company planned to generate
mortgage loans, sell the loans to financial institutions and service the loans
on behalf of the financial institutions. During the nine months ended September
30, 2001 the Company discontinued its efforts to become involved in the mortgage
business and until April 4, 2006 was engaged primarily in the evaluation of
acquisition targets and the filing of periodic reports with the SEC.

      On March 11, 2005 the shareholders of the Company approved a 1-for-20
forward split of the Company's common stock. Unless otherwise indicated, all per
share data in this Private Offering Memorandum has been revised to reflect this
forward stock split.

     On April 4, 2006, the Company sold 44,000,000 shares of its common stock to
five persons, including the Company's new management.

     On May 15, 2006 the shareholders of the Company:

     o    approved  amendments to the Company's Articles of Incorporation  which
          changed the Company's name to Epic Capital Group, Inc., and
     o    changed the Company's authorized  capitalization to 100,000,000 shares
          of common stock and 10,000,000 shares of preferred stock.

      The Company plans to have two divisions which will operate in the
following areas:

     o    Oil and Gas  Exploration and Development - This division will evaluate
          undeveloped   oil  and  gas  prospects  and  participate  in  drilling
          activities  on  prospects  which  in the  opinion  of  management  are
          favorable for the production of oil or gas.
     o    Engineering and Infrastructure Management - This division will consist
          of 3 main business  units.  The Company  estimates  that this division
          will require the services of 100 or more professionals.
          1    Engineering and Construction Management - This business unit will
               provide services to optimize  drilling,  completion,  field level
               work  processes,  physical  plant  construction,  processing  and
               transportation.   The  Company   considers  the   integration  of
               construction,  operations, and financing to be critical for older
               fields with outdated  systems and for new projects  which lack an
               experienced team of professionals dedicated to the project.
          2    Engineering  Staffing - This  business  unit will  provide to the
               industry,  on a  contract  basis,  both short term and long term,
               experienced  and  skilled   engineers,   geologists,   and  other
               technicians. The availability of skilled professionals is quickly
               becoming the limiting resource for the oil and gas industry. Both
               large and small oil and gas  companies do not have the  available
               human talent to analyze,  plan, engineer and execute projects. Of
               concern is the growing  number of college  graduates  who opt for
               careers outside the oil and gas industry. Enrollment in petroleum

<PAGE>

               related disciplines at major U.S.  universities has only recently
               started to increase but is not near the enrollment of the 1980's.
               In most oil and gas companies, the average age continues to climb
               toward 50 years old, with some studies  estimating that less than
               30% of the  workforce  is younger  than 40 years old. The Company
               intends to address  this  talent  shortage  with its  Engineering
               Staffing division.
          3    Energy  Infrastructure  Management  -  This  business  unit  will
               provide planning, engineering, and consulting services to clients
               in both the private and public  markets.  These  services will be
               provided  to clients in both the  private  markets and the public
               sector.

     The  Company  estimates  that it will  need  $4,000,000  to  establish  its
Engineering and Construction Management division.

     During  the nine  months  ended  September  30,  2006 the  Company  did not
generate any revenue and had a loss of $(247,256).

     During the nine months ended  September 30, 2006 the  Company's  operations
used  $(229,349)  in cash.  During this period  capital was  provided  primarily
through loans from shareholders of the Company.

     As of October 31, 2006 the Company:

     o    was negotiating to acquire two engineering and construction management
          firms and one engineering staffing firm.
     o    had signed an agreement  with a major energy  services  corporation to
          provide the Company, on an as needed basis, with production engineers,
          facilities engineers and procurement managers.
     o    was working with a major investment bank to obtain financing needed to
          acquire producing oil and gas wells in Texas.
     o    was  negotiating  to acquire  producing and shut-in oil and gas wells,
          together with undeveloped acreage, in Kansas and Oklahoma.
     o    Has engaged in a re-completion of a well in south Texas.

     Between  October 1, 2006 and  October 31,  2006 the  Company  sold  481,600
shares  of its  common  stock to 64  private  investors  at a price of $1.00 per
share.

     The Company's future activities will depend upon available funding.



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:   November 13, 2006                 EPIC CAPITAL GROUP, INC.


                                       By: /s/ Rex Doyle
                                           ------------------------------
                                           Rex Doyle, Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8k11-06.txt", "secsgml_size_bytes": 107124}]
{"company-data": {"conformed-name": "EPIC CAPITAL GROUP, INC.", "cik": "0001122101", "assigned-sic": "6162", "irs-number": "943363969", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31357", "film-number": "061220019"}, "business-address": {"street1": "21 WATERWAY", "street2": "SUITE 300", "city": "THE WOODLANDS", "state": "TX", "zip": "77380", "phone": "2813622730"}, "mail-address": {"street1": "21 WATERWAY", "street2": "SUITE 300", "city": "THE WOODLANDS", "state": "TX", "zip": "77380"}, "former-company": {"former-conformed-name": "SAN JUAN FINANCIAL INC", "date-changed": "20000817"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): November 15, 2006

                            EPIC CAPITAL GROUP, INC.
                            ------------------------
                 (Name of Small Business Issuer in its charter)

    Colorado                        0-31357                   94-3363969
------------------               ------------              ----------------
(State of incorporation)     (Commission File No.)          (IRS Employer
                                                          Identification No.)

                             21 Waterway, Suite 300
                           The Woodlands, Texas 77380
           ------------------------------ ---------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (281)-362-2730

                                       N/A
                        --------------------------------
          (Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 8.01.  Other Events

                                    BUSINESS

     The Company was  incorporated  in Colorado on June 6, 1989.  Following  its
formation the Company was inactive until April 2000, when the Company decided to
become  involved  in the  mortgage  business.  The  Company  planned to generate
mortgage loans,  sell the loans to financial  institutions and service the loans
on behalf of the financial institutions.  During the nine months ended September
30, 2001 the Company discontinued its efforts to become involved in the mortgage
business  and until April 4, 2006 was engaged  primarily  in the  evaluation  of
acquisition targets and the filing of periodic reports with the SEC.

     On March 11,  2005 the  shareholders  of the  Company  approved  a 1-for-20
forward split of the Company's common stock. Unless otherwise indicated, all per
share data in this Private Offering  Memorandum has been revised to reflect this
forward stock split.

On April 4, 2006, the Company sold 44,000,000 shares of its common stock to five
persons, including the Company's new management.

     On May 15, 2006 the shareholders of the Company:

     o    approved  amendments to the Company's Articles of Incorporation  which
          changed the Company's name to Epic Capital Group, Inc., and
     o    changed the Company's authorized  capitalization to 100,000,000 shares
          of common stock and 10,000,000 shares of preferred stock.

      Between October 1, 2006 and October 31, 2006 the Company sold 481,600
shares of its common stock, at a price of $1.00 per share, to a group of private
investors.

      As of October 31, 2006 the Company had 49,741,600 outstanding shares of
common stock

      The Company's website address is www.1epic.com or www.oneepic.com

Proposed Operations
-------------------

      The Company plans to have two divisions which will operate in the
following areas:

     o    Oil and Gas  Exploration and Development - This division will evaluate
          undeveloped   oil  and  gas  prospects  and  participate  in  drilling
          activities  on  prospects  which  in the  opinion  of  management  are
          favorable for the production of oil or gas.
     o    Engineering and Infrastructure Management - This division will consist
          of 3 main business  units.  The Company  estimates  that this division
          will require the services of 100 or more professionals.
          1.   Engineering and Construction Management - This business unit will
               provide services to optimize  drilling,  completion,  field level
               work  processes,  physical  plant  construction,  processing  and

                                       2
transportation.   The  Company   considers  the   integration  of
               construction,  operations, and financing to be critical for older
               fields with outdated  systems and for new projects  which lack an
               experienced team of professionals dedicated to the project.
          2.   Engineering  Staffing - This  business  unit will  provide to the
               industry,  on a  contract  basis,  both short term and long term,
               experienced  and  skilled   engineers,   geologists,   and  other
               technicians. The availability of skilled professionals is quickly
               becoming the limiting resource for the oil and gas industry. Both
               large and small oil and gas  companies do not have the  available
               human talent to analyze,  plan, engineer and execute projects. Of
               concern is the growing  number of college  graduates  who opt for
               careers outside the oil and gas industry. Enrollment in petroleum
               related disciplines at major U.S.  universities has only recently
               started to increase but is not near the enrollment of the 1980's.
               In most oil and gas companies, the average age continues to climb
               toward 50 years old, with some studies  estimating that less than
               30% of the  workforce  is younger  than 40 years old. The Company
               intends to address  this  talent  shortage  with its  Engineering
               Staffing division.
          3.   Energy  Infrastructure  Management  -  This  business  unit  will
               provide planning, engineering, and consulting services to clients
               in both the private and public  markets.  These  services will be
               provided  to clients in both the  private  markets and the public
               sector.

Oil and Gas Exploration and Development
---------------------------------------

      The Company plans to evaluate undeveloped oil and gas prospects and
participate in drilling activities on prospects which in the opinion of
management are favorable for the production of oil or gas. If, through its
review, a geographical area indicates geological and economic potential, the
Company will attempt to acquire leases or other interests in the area and
assemble a prospect. The Company may then attempt to sell a portion of its
leasehold interests in a prospect to unrelated third parties, thus sharing the
risks and rewards of the exploration and development of the prospect with the
joint owners pursuant to an operating agreement. One or more wells may be
drilled on a prospect, and if the results indicate the presence of sufficient
oil and gas reserves, additional wells may be drilled on the prospect.

      The Company may also acquire producing oil and gas properties which have
the potential to support additional oil and gas wells.

      The Company will be dependent upon its ability to economically acquire or
find oil and gas reserves since, in general, the volume of production from
natural gas and oil properties will decline as reserves are depleted. Except to
the extent the Company acquires additional properties containing proved reserves
or conducts successful exploration and development activities, or both, the
proved reserves of the Company will decline as reserves are produced.

      Fluctuations in crude oil and natural gas prices will significantly affect
the Company's operations. Cash flow from oil and gas production depends upon the
quantity of production and the price obtained for such production. An increase
in prices will permit the Company to finance its operations to a greater extent

                                       3
with internally generated funds, may allow the Company to obtain equity
financing more easily or on better terms, and lessens the difficulty of
attracting financing from industry partners and non-industry investors. However,
price increases heighten the competition for leases increase the costs of
exploration and development activities and, because of potential price declines,
increase the risks associated with the purchase of producing properties during
times that prices are at higher levels.

      A decline in oil and gas prices will (i) reduce the cash flow internally
generated by the Company which in turn will reduce the funds available for
servicing debt and exploring for and replacing oil and gas reserves, (ii)
increase the difficulty of obtaining equity and debt financing and worsens the
terms on which such financing may be obtained, (iii) reduce the number of leases
which have reasonable economic terms, (iv) may cause the Company to allow leases
to expire based upon the value of potential oil and gas reserves in relation to
the costs of exploration, (v) result in marginally productive oil and gas wells
being abandoned as non-commercial, and (vi) increase the difficulty of
attracting financing from industry partners and non-industry investors.

      The Company needs to raise the funds required to drill oil and gas wells
and acquire oil and gas prospects. The Company may not be successful in raising
the capital needed to drill oil or gas wells and any future wells which may be
drilled by the Company may not be productive of oil or gas.

      It is anticipated that capital will be obtained principally through
borrowings from institutional and private lenders (although such additional
financing has not been arranged) and the sale of the Company's common stock or
other equity securities. However, there can be no assurance that additional
capital will be available to the Company on a timely basis, or if available, on
acceptable terms.

Engineering and Construction Management
---------------------------------------

      Through the late 1950's the early oil and gas companies such as Standard
Oil, Texaco and Mobil were fully vertically integrated enterprises with business
units that included oil and gas drilling, pipeline transportation, refining, gas
stations and motor oils. The consensus was that companies needed to own the
entire chain to control the product and maximize profits.

      In the late 1970's a new model emerged with smaller companies being
created that focused on only one aspect of the industry. Independent production
companies were created to find, drill and produce oil and gas. Pipeline
companies were formed to deliver product from producers to refineries and other
end users. Refining companies were organized to refine oil and gas into usable
fuels and products. And, finally retail oriented companies were created to
developed innovative ways to market gasoline (the birth of the gasoline station
as a convenience store!).

      The Company sees the next natural progression to be the separation of oil
and gas producers into two groups: those that want to explore and drill for oil
and gas and those that want to focus on the efficient processing of oil and gas
before it is transported.

                                       4
Because of increasing demand and prices, major integrated oil companies
and large independents are exploring for new fields in areas such as West
Africa, Brazil, Venezuela, Trinidad, the Caspian, Western Russia and others. The
scale of these projects requires significant financial and human resources.
These projects usually require assembling a large international team consisting
of staff from the oil company, a large engineering firm, a large fabrication and
construction company to build and assemble the structure and processing
equipment, and an operations and maintenance partner to staff the project and
manage the start-up. This rush to large, international, projects is consuming a
substantial portion of the existing engineering and construction capability in
the oil and gas industry. Many of the majors and larger independent oil and gas
companies are exiting the domestic market and turning their capital, manpower
and technology to new, high investment areas around the world. The service
sector, especially the large engineering and construction companies, are
following their main customers to these international projects leaving few
companies to compete for domestic projects. A the same time, record drilling
activity in the US onshore market will require more production, process and
transportation infrastructure.

      Because of the high operating costs and low production rates of many older
oil and gas fields, most producers have been limited in their ability to
maintain the operating condition of pipelines, compressor stations, gathering
systems, SCADA systems, secondary recovery injection plants, and similar
equipment.

      The Company's Engineering and Construction Management division will focus
on developing new and cost effective production systems and processes for oil
and gas producers and other energy related projects. This division consists of
three business units. The Company estimates that this division will require the
services of 100 or more professionals.

      The first business unit will provide services to optimize drilling,
completion, field level work processes, physical plant construction, processing
and transportation. The Company considers the integration of construction,
operations, and financing to be critical for older fields with outdated systems
and for new projects which lack an experienced team of professionals dedicated
to the project.

      The second business unit will provide to the industry, on a contract
basis, both short term and long term, experienced and skilled engineers,
geologists, and other technicians. The availability of skilled professionals is
quickly becoming the limiting resource for the oil and gas industry. Both large
and small oil and gas companies do not have the available human talent to
analyze, plan, engineer and execute projects. Of concern is the growing number
of college graduates who opt for careers outside the oil and gas industry.
Enrollment in petroleum related disciplines at major U.S. universities has only
recently started to increase but is not near the enrollment of the 1980's. In
most oil and gas companies, the average age continues to climb toward 50 years
old, with some studies estimating that less than 30% of the workforce is younger
than 40 years old. The Company intends to address this talent shortage with its
Engineering Staffing services.

      The third business unit will provide planning, developing, implementing
and managing facility and infrastructure programs. It will provide advice and

                                       5
guidance to public, private and federal sector clients on program development
issues which focus on financial and cumulative impacts of proposed programs,
policies and projects. It will develop and utilize commercial "best in
discipline" products and services to support clients in meeting their respective
challenges.

Services Offered:
o     Program Management
o     Process Improvement / Six Sigma Implementation
o     Capital Planning and Programming
o     Operations Planning
o     Master Planning
o     Budget Optimization
o     Facility Economic Analysis
o     Energy Management
o     Real Estate Services
      -     Enhanced Use Leasing
      -     Site Analysis
      -     Market Analysis
o     Facility Automation
      -     GIS
      -     FMS
      -     CMMS
o     Range Planning

      This business unit will operate competitively between the traditional
architectural, engineering (URS, KBR, PBSJ), consulting (Booz Allen Hamilton,
Bearing Point) and energy (Johnson Control, Honeywell, Siemans) firms. This unit
will focus on the effective and economic delivery of value which will provide
the Company with the opportunity to secure long term engagements with well
budgeted clients.

Government Regulation
---------------------

      Various state and federal agencies regulate the production and sale of oil
and natural gas. All states in which the Company plans to operate impose
restrictions on the drilling, production, transportation and sale of oil and
natural gas.

      Under the Natural Gas Act of 1938, the Federal Energy Regulatory
Commission (the "FERC") regulates the interstate transportation and the sale in
interstate commerce for resale of natural gas. The FERC's jurisdiction over
interstate natural gas sales has been substantially modified by the Natural Gas
Policy Act under which the FERC continued to regulate the maximum selling prices
of certain categories of gas sold in "first sales" in interstate and intrastate
commerce.

      Effective January 1, 1993, however, the Natural Gas Wellhead Decontrol Act
(the "Decontrol Act") deregulated natural gas prices for all "first sales" of
natural gas. Because "first sales" include typical wellhead sales by producers,
all natural gas produced from the Company's natural gas properties is sold at

                                       6
market prices, subject to the terms of any private contracts which may be in
effect. The FERC's jurisdiction over natural gas transportation is not affected
by the Decontrol Act.

      The Company's sales of any natural gas will be affected by intrastate and
interstate gas transportation regulation. Beginning in 1985, the FERC adopted
regulatory changes that have significantly altered the transportation and
marketing of natural gas. These changes are intended by the FERC to foster
competition by, among other things, transforming the role of interstate pipeline
companies from wholesale marketers of natural gas to the primary role of gas
transporters. All natural gas marketing by the pipelines is required to divest
to a marketing affiliate, which operates separately from the transporter and in
direct competition with all other merchants. As a result of the various omnibus
rulemaking proceedings in the late 1980s and the individual pipeline
restructuring proceedings of the early to mid-1990s, the interstate pipelines
must provide open and nondiscriminatory transportation and
transportation-related services to all producers, natural gas marketing
companies, local distribution companies, industrial end users and other
customers seeking service. Through similar orders affecting intrastate pipelines
that provide similar interstate services, the FERC expanded the impact of open
access regulations to intrastate commerce.

      More recently, the FERC has pursued other policy initiatives that have
affected natural gas marketing. Most notable are (1) the large-scale divestiture
of interstate pipeline-owned gas gathering facilities to affiliated or
non-affiliated companies; (2) further development of rules governing the
relationship of the pipelines with their marketing affiliates; (3) the
publication of standards relating to the use of electronic bulletin boards and
electronic data exchange by the pipelines to make available transportation
information on a timely basis and to enable transactions to occur on a purely
electronic basis; (4) further review of the role of the secondary market for
released pipeline capacity and its relationship to open access service in the
primary market; and (5) development of policy and promulgation of orders
pertaining to its authorization of market-based rates (rather than traditional
cost-of-service based rates) for transportation or transportation-related
services upon the pipeline's demonstration of lack of market control in the
relevant service market. The Company does not know what effect the FERC's other
activities will have on the access to markets, the fostering of competition and
the cost of doing business.

      As a result of these changes, sellers and buyers of natural gas have
gained direct access to the particular pipeline services they need and are
better able to conduct business with a larger number of counter parties. The
Company believes these changes generally have improved the access to markets for
natural gas while, at the same time, substantially increasing competition in the
natural gas marketplace. The Company cannot predict what new or different
regulations the FERC and other regulatory agencies may adopt or what effect
subsequent regulations may have on production and marketing of natural gas from
the Company's properties.

      In the past, Congress has been very active in the area of natural gas
regulation. However, as discussed above, the more recent trend has been in favor
of deregulation and the promotion of competition in the natural gas industry.
Thus, in addition to "first sales" deregulation, Congress also repealed
incremental pricing requirements and natural gas use restraints previously
applicable. There are other legislative proposals pending in the Federal and
State legislatures which, if enacted, would significantly affect the petroleum

                                       7
industry. At the present time, it is impossible to predict what proposals, if
any, might actually be enacted by Congress or the various state legislatures and
what effect, if any, these proposals might have on the production and marketing
of natural gas by the Company. Similarly, and despite the trend toward federal
deregulation of the natural gas industry, whether or to what extent that trend
will continue or what the ultimate effect will be on the production and
marketing of natural gas by the Company cannot be predicted.

      Federal, state, and local agencies have promulgated extensive rules and
regulations applicable to the Company's oil and natural gas exploration,
production and related operations. Most states require permits for drilling
operations, drilling bonds and the filing of reports concerning operations and
impose other requirements relating to the exploration of oil and natural gas.
Many states also have statutes or regulations addressing conservation matters
including provisions for the unitization or pooling of oil and natural gas
properties, the establishment of maximum rates of production from oil and
natural gas wells and the regulation of spacing, plugging and abandonment of
such wells. The statutes and regulations of some states limit the rate at which
oil and natural gas is produced from the Company's properties. The federal and
state regulatory burden on the oil and natural gas industry increases the
Company's cost of doing business and affects its profitability. Because these
rules and regulations are amended or reinterpreted frequently, the Company is
unable to predict the future cost or impact of complying with those laws.

Competition and Marketing
-------------------------

      The Company will be faced with strong competition from many other
companies and individuals engaged in the oil and gas business, many of which are
very large, with substantial capabilities and well established. The Company will
compete with these individuals and companies, many of which have greater
financial resources and larger technical staffs. Although it is nearly
impossible to estimate the number of competitors; it is known that there are a
large number of companies and individuals in the oil and gas business.

      Exploration for and production of oil and gas are affected by the
availability of pipe, casing and other tubular goods and certain other oil field
equipment including drilling rigs and tools. The Company depends upon
independent drilling contractors to furnish rigs, equipment and tools to drill
its wells. Higher prices for oil and gas may result in competition among
operators for drilling equipment, tubular goods and drilling crews which may
affect the Company's ability expeditiously to drill, complete, re-complete and
work-over its wells. However, the Company has not experienced and does not
anticipate difficulty in obtaining supplies, materials, drilling rigs, equipment
or tools.

      The Company does not refine or otherwise process crude oil and condensate
production. Substantially all of the crude oil and condensate production of the
Company's wells are sold at posted prices under short-term contracts, which is
customary in the industry.

      The market for oil and gas is dependent upon a number of factors beyond
the Company's control, which at times cannot be accurately predicted. These
factors include the proximity of wells to, and the capacity of, natural gas

                                       8
pipelines, the extent of competitive domestic production and imports of oil and
gas, the availability of other sources of energy, fluctuations in seasonal
supply and demand, and governmental regulation. In addition, there is always the
possibility that new legislation may be enacted which would impose price
controls or additional excise taxes upon crude oil or natural gas, or both.
Oversupplies of natural gas can be expected to recur from time to time and may
result in the gas producing wells being shut-in. Increased imports of natural
gas, primarily from Canada, have occurred and are expected to continue. Such
imports may adversely affect the market for domestic natural gas.

      Since the early 1970's the market price for crude oil has been
significantly affected by policies adopted by the member nations of Organization
of Petroleum Exporting Countries ("OPEC"). Members of OPEC establish prices and
production quotas among themselves for petroleum products from time to time with
the intent of controlling the current global supply and price levels. The
Company is unable to predict the effect that OPEC or other countries will have
on the amount of, or the prices received for, crude oil and natural gas produced
and sold from the Company's wells.

      Gas prices, which were once effectively determined by government
regulations, are now largely influenced by competition. Competitors in this
market include producers, gas pipelines and their affiliated marketing
companies, independent marketers, and providers of alternate energy supplies,
such as residual fuel oil. Changes in government regulations relating to the
production, transportation and marketing of natural gas have also resulted in
significant changes in the historical marketing patterns of the industry.
Generally, these changes have resulted in the abandonment by many pipelines of
long-term contracts for the purchase of natural gas, the development by gas
producers of their own marketing programs to take advantage of new regulations
requiring pipelines to transport gas for regulated fees, and an increasing
tendency to rely on short-term contracts priced at spot market prices.

General
-------

      As of October 31, 2006, the Company had three full time employees.

      The Company's offices are located at 21 Waterway, Suite 300, The
Woodlands, TX 77380. The 200 square feet of office space is occupied under the
lease requiring rental payments of $1,900 per month.

                                  RISK FACTORS

      An investment in the Company's common stock is highly speculative and
prospective investors should consider, among others, the following factors
related to the business, operations and financial position of the Company

The  Company  is in  the  Development  Stage  and  has  Conducted  Only  Limited
Operations. As of October 31, 2006 the Company:

     o    Has generated less than $5,000 in revenue,

                                       9
o    did not have any oil or gas leases or wells, and
     o    had  not  established  its  Engineering  and  Construction  Management
          division or its Engineering Staffing division.

The Company has never earned a profit. As of September 30th the Company's
accumulated deficit was approximately $(346,000). The Company expects to incur
additional losses during the foreseeable future. There can be no assurance that
the Company can implement its business plan, that it will be profitable, or that
the shares which may be sold in this Offering will have any value.

If the Company cannot obtain additional capital, the Company may have to delay
or postpone exploration and development and activities. The Company needs
additional capital to fund its operations, to find oil and gas reserves and to
otherwise implement its business plan. The Company estimates that it will need
$4,000,000 to establish its Engineering and Construction Management division.
The failure of the Company to obtain additional capital on terms acceptable to
it, or at all, may significantly restrict the Company's proposed operations.
There can be no assurance that the Company will be able to obtain the funding
which it requires.

The Company's operations will be dependent upon the continued services of its
officers. The loss of any of these officers, whether as a result of death,
disability or otherwise, may have a material adverse effect upon the business of
the Company.

The Company will need the services of a large number of skilled professionals.
The Company's Engineering and Construction Management division will require the
services of a large number of engineers and other oil professionals skilled in
most aspects of the oil and gas industry. The Company's Engineering and
Construction Management division will not be successful if the Company is unable
to retain the services of the number of professionals it will need for these
divisions.

Oil and gas exploration and development is not an exact science, and involves a
high degree of risk. The primary risk lies in the drilling of dry holes or
drilling and completing wells which, though productive, do not produce gas
and/or oil in sufficient amounts to return the amounts expended and produce a
profit. Hazards, such as unusual or unexpected formation pressures, downhole
fires, blowouts, loss of circulation of drilling fluids and other conditions are
involved in drilling and completing oil and gas wells and, if such hazards are
encountered, completion of any well may be substantially delayed or prevented.
In addition, adverse weather conditions can hinder or delay operations, as can
shortages of equipment and materials or unavailability of drilling, completion,
and/or work-over rigs. Even though a well is completed and is found to be
productive, water and/or other substances may be encountered in the well, which
may impair or prevent production or marketing of oil or gas from the well.

      Exploratory drilling involves substantially greater economic risks than
development drilling because the percentage of wells completed as producing
wells is usually less than in development drilling. Exploratory drilling itself
can be of varying degrees of risk and can generally be divided into higher risk
attempts to discover a reservoir in a completely unproven area or relatively
lower risk efforts in areas not too distant from existing reservoirs. While

                                       10
exploration adjacent to or near existing reservoirs may be more likely to result
in the discovery of oil and gas than in completely unproven areas, exploratory
efforts are nevertheless high risk activities.

      Although the completion of oil and gas wells is, to a certain extent, less
risky than drilling for oil and gas, the process of completing an oil or gas
well is nevertheless associated with considerable risk. In addition, even if a
well is completed as a producer, the well for a variety of reasons may not
produce sufficient oil or gas in order to repay the Company's investment in the
well.

The acquisition, exploration and development of oil and gas properties, and the
production and sale of oil and gas are subject to many factors which are outside
the Company's control. These factors include, among others, general economic
conditions, proximity to pipelines, oil import quotas, supply, demand, and price
of other fuels and the regulation of production, refining, transportation,
pricing, marketing and taxation by Federal, state, and local governmental
authorities.

Buyers of the Company's gas, if any, may refuse to purchase gas from the Company
in the event of oversupply. Hence, even if wells which may be drilled by the
Company are productive, the quantities of gas that the Company may be able to
sell may be too small to pay for the expenses of operating the wells. In such a
case, the wells would be "shut-in" until such time, if ever, that economic
conditions permit the sale of gas in quantities which would be profitable.

Interests that the Company will acquire in oil and gas properties may be subject
to royalty and overriding royalty interests, liens incident to operating
agreements, liens for current taxes and other burdens and encumbrances,
easements and other restrictions, any of which may subject the Company to future
undetermined expenses. The Company does not intend to purchase title insurance,
title memos, or title certificates for any leasehold interests it will acquire.
It is possible that at some point the Company will have to undertake title work
involving substantial costs. In addition, it is possible that the Company may
suffer title failures resulting in significant losses to the Company.

The drilling of oil and gas wells involves hazards such as blowouts, unusual or
unexpected formations, pressures or other conditions which could result in
substantial losses or liabilities to third parties. Although the Company intends
to acquire adequate insurance, or to be named as an insured under coverage
acquired by others (e.g., the driller or operator), the Company may not be
insured against all such losses because such insurance may not be available,
premium costs may be deemed unduly high, or for other reasons. Accordingly,
uninsured liabilities to third parties could result in the loss of Company funds
or property.

The Company's operations will be affected from time to time and in varying
degrees by the price for oil or gas. The price of oil and gas is often volatile
and influenced by political developments and Federal and state laws and
regulations regarding the development, production and sale of crude oil and
natural gas. These regulations require permits for drilling of wells and also
cover the spacing of wells, the prevention of waste, and other matters. Rates of

                                       11
production of oil and gas have for many years been subject to Federal and state
conservation laws and regulations and the petroleum industry is subject to
Federal tax laws. In addition, the production of oil or gas may be interrupted
or terminated by governmental authorities due to ecological and other
considerations. Compliance with these regulations may require a significant
capital commitment by and expense to the Company and may delay or otherwise
adversely affect the Company's proposed operations.

      From time to time legislation has been proposed relating to various
conservation and other measures designed to decrease dependence on foreign oil.
No prediction can be made as to what additional legislation may be proposed or
enacted. Oil and gas producers may face increasingly stringent regulation in the
years ahead and a general hostility towards the oil and gas industry on the part
of a portion of the public and of some public officials. Future regulation will
probably be determined by a number of economic and political factors beyond the
control of the Company or the oil and gas industry.

The Company's activities will be subject to existing federal and state laws and
regulations governing environmental quality and pollution control. Compliance
with environmental requirements and reclamation laws imposed by Federal, state,
and local governmental authorities may necessitate significant capital outlays
and may materially affect the earnings of the Company. It is impossible to
predict the impact of environmental legislation and regulations (including
regulations restricting access and surface use) on the Company's operations in
the future although compliance may necessitate significant capital outlays,
materially affect the Company's earning power or cause material changes in its
intended business. In addition, the Company may be exposed to potential
liability for pollution and other damages.

There is, at present, only a limited market for the Company's common stock and
there is no assurance that a market will develop. As of October 31, 2006 there
was only a limited market for the Company's common stock. Trades in the
Company's common stock are subject to Rule 15g-9 of the Securities and Exchange
Commission, which rule imposes certain requirements on broker/dealers who sell
securities subject to the rule to persons other than established customers and
accredited investors. For transactions covered by the rule, brokers/dealers must
make a special suitability determination for purchasers of the securities and
receive the purchaser's written agreement to the transaction prior to sale. The
Securities and Exchange Commission also has rules that regulate broker/dealer
practices in connection with transactions in "penny stocks". Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in that security is provided by the exchange or system). The
penny stock rules require a broker/ dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker/dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to

                                       12
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements have the effect
of reducing the level of trading activity in the secondary market for the
Company's common stock. As a result of these rules, investors may find it
difficult to sell their shares.

                        MARKET FOR COMPANY'S COMMON STOCK

      As of October 31, 2006 there were approximately 132 record holders of the
Company's common stock. The Company's common stock began trading on the OTC
Bulletin Board on October 30, 2006 under the symbol "EPCC.OB". Shown below are
the range of high and low quotations for the Company's common stock for the
dates indicated as reported by the NASD. The market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not necessarily represent actual transactions.

       Date                     High           Low
       ----                     ----           ---

       10/30/06                 $1.50          $1.40
       10/31/06                 $1.70          $1.50
       11/1/06                  $1.75          $1.61
       11/2/06                  $1.87          $1.71
       11/3/06                  $2.21          $1.81
       11/6/06                  $2.38          $2.05
       11/7/06                  $2.43          $2.31
       11/8/06                  $2.46          $2.42
       11/9/06                  $2.47          $2.45
       11/10/06                 $2.53          $2.46
       11/13/06                 $2.56          $2.53

       Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors out of legally available funds and, in the
event of liquidation, to share pro rata in any distribution of the Company's
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend. The Company has not paid any dividends on its common stock
and the Company does not have any current plans to pay any common stock
dividends.

                                   MANAGEMENT

      The following presents certain information concerning the present
management of the Company:

         Name                 Age      Position with Company
         ----                 ---      ---------------------

         Rex Doyle             48      Chief Executive Officer and a Director
         John Ippolito         47      President and a Director
         David Reynolds        54      Chief Operating  Officer, Secretary and a
                                       Director

                                       13
Rex Doyle has been an officer and  director  of the Company  since April 4,
2006.  Mr. Doyle was a Vice  President of Michael Baker  Corporation  (AMEX:BKR)
between August 2000 and September  2002.  Between  September 2002 and April 2004
Mr.  Doyle was Vice  President  of  Business  Development  for Baker  Energy,  a
subsidiary of Michael Baker  Corporation.  Between April 2005 and April 2006 Mr.
Doyle was Senior Vice  President  of Global  Operations  for Baker Energy and an
officer of Michael Baker Corporation.

     John  Ippolito has been an officer and director of the Company  since April
4, 2006. Mr. Ippolito was Business Development Manager - North and South America
Integrated  Project  Management  Division for Schlumberger Ltd. between 2000 and
August 2003. Between August 2003 and April 2006 Mr. Ippolito was Senior Business
Development  Director,  Continental  U.S.,  and  Business  Manager - Large Asset
Management   Contracts,   for  Baker  Energy,  a  subsidiary  of  Michael  Baker
Corporation.

     David  Reynolds has been an officer and director of the Company since April
4, 2006. Mr. Reynolds was a principal of Orion Oil & Gas L.L.C. between 2003 and
December 2005.  Since January 2006 Mr.  Reynolds has been working on oil and gas
projects. From 2001 to 2003 Mr. Reynolds was with the Business Development Group
of Union Oil of California.

      Mr. Doyle, Mr. Ippolito and Mr. Reynolds do not serve as an officer or
director of any other publicly traded corporation.

      As of October 31, 2006 the Company did not have any employment agreements
with any of its officers.

      The Company does not yet have a compensation committee. The Company's
Board of Directors acts as the Company's Audit Committee. None of the Company's
directors are a financial experts and one of the Company's directors is
independent as that term is defined Section 121(A) of the Listing Standards of
the American Stock Exchange.

      The Company has adopted a Code of Ethics applicable to the Company's
principal executive, financial, and accounting officers and persons performing
similar functions.

Change in Management

      On April 4, 2006, Mark W. Moniak, the Company's only officer and director,
appointed Rex Doyle, John Ippolito and David Reynolds as directors of the
Company. Following these appointments Mr. Moniak, resigned as an officer and
director of the Company.

      The Company's directors then appointed the following persons to be
officers of the Company:

          Name                   Position
          ----                   --------

          Rex Doyle              Chief Executive and Principal Financial Officer
          John Ippolito          President
          David Reynolds         Executive Vice President and Secretary

                                       14
Executive Compensation
----------------------

     Between the date of their  appointment as officers and directors  (April 4,
2006) and October 31, 2006 the Company has  collectively  paid  approximately  $
175,000 to its officers and directors.

     The  following  shows the amounts  which the Company  expects to pay to its
officers and consultants during the twelve month period ending October 31, 2007,
and the time these persons plan to devote to the Company's business. The Company
does not have employment agreements with any of its officers or consultants.

                                Proposed            Time to be Devoted
      Name                    Compensation        the Company's Business
      ----                    ------------        ----------------------

    Rex Doyle                   $210,000                 100%
    John Ippolito               $175,000                 100%
    David Reynolds              $150,000                 100%

Stock Option and Bonus Plans
----------------------------

      The Company has adopted stock option and stock bonus plans. A summary
description of these plans follows. In some cases these Plans are collectively
referred to as the "Plans".

      Incentive Stock Option Plan. The Company's Incentive Stock Option Plan
authorizes the issuance of shares of the Company's Common Stock to persons that
exercise options granted pursuant to the Plan. Only Company employees may be
granted options pursuant to the Incentive Stock Option Plan.

      Non-Qualified Stock Option Plan. The Company's Non-Qualified Stock Option
Plan authorizes the issuance of shares of the Company's Common Stock to persons
that exercise options granted pursuant to the Plans. The Company's employees,
directors, officers, consultants and advisors are eligible to be granted options
pursuant to the Plans, provided however that bona fide services must be rendered
by such consultants or advisors and such services must not be in connection with
the offer or sale of securities in a capital-raising transaction. The option
exercise price is determined by the Committee but cannot be less than the market
price of the Company's Common Stock on the date the option is granted.

      Stock Bonus Plan. The Company's Stock Bonus Plan allows for the issuance
of shares of Common Stock to it's employees, directors, officers, consultants
and advisors. However bona fide services must be rendered by the consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

      Summary. The following lists, as of October 31, 2006, the options granted
pursuant to the Plans. Each option represents the right to purchase one share of
the Company's common stock.

                                       15
Total        Shares
                                     Shares     Reserved for    Shares       Remaining
                                    Reserved    Outstanding    Issued as   Options/Shares
Name of Plan                       Under Plans    Options     Stock Bonus   Under Plans
------------                       -----------  ------------  -----------  --------------

Incentive Stock Option Plans        2,000,000          --          N/A       2,000,000
Non-Qualified Stock Option Plans    3,000,000     600,000          N/A       2,400,000
Stock Bonus Plans                   1,000,000         N/A                    1,000,000
The following lists the options granted as of October 31, 2006. All of the
options listed below were granted pursuant to the Company's Non-Qualified Stock
Option Plan.

                         Shares Issuable
                         Upon Exercise       Exercise       Expiration
    Name                    of Options        Price             Date
    ----                 ----------------    --------       ------------

    Rex Doyle              100,000 (1)        $0.50         10/24/08
    Rex Doyle              100,000 (2)        $3.00         10/24/08 (3)
    John Ippolito          100,000 (1)        $0.50         10/24/08
    John Ippolito          100,000 (2)        $3.00         10/24/08 (3)
    David Reynolds         100,000 (1)        $0.50         10/24/08
    David Reynolds         100,000 (2)        $3.00         10/24/08 (3)

     (1)  Options may be exercised at any time prior to 10/25/08

     (2)  Options to purchase  50,000  shares may be exercised at any time after
          1/1/07,  and options to purchase 50,000 shares may be exercised at any
          time after 1/1/08.

     (3)  These options will expire on the first to occur of the following:  (i)
          10/24/08,  (ii) the date the option  holder is removed from office for
          cause,  or (iii) the date the option  holder  resigns as an officer of
          the Company.

      For the purpose of these options "Cause" means any action by the Option
Holder or any inaction by the Option Holder which constitutes:

      (i)  fraud, embezzlement, misappropriation, dishonesty or breach of trust;

     (ii)  a willful or knowing failure or refusal by the Option Holder to
           perform any or all of his material duties and responsibilities as an
           officer of the Company, other than as the result of the Option
           Holder's death or Disability; or

    (iii)  gross negligence by the Option Holder in the performance of any or
           all of his material duties and responsibilities as an officer of the
           Company, other than as a result of the Option Holder's death or
           Disability;

      For purposes of these options "Disability" means any mental or physical
illness, condition, disability or incapacity which prevents the Option Holder

                                       16
from reasonably discharging his duties and responsibilities as an officer of the
Company for a minimum of twenty hours per week.

Transactions with Related Parties and Recent Sales of Unregistered Securities.
------------------------------------------------------------------------------

      In September 2004 the Company issued 4,000,000 shares of its common stock
(as adjusted for the 1-for-20 forward stock split) to Mark Moniak as
consideration for Mr. Moniak serving as the Company's President. Mr. Moniak
resigned as the Company's President on April 4, 2006.

      On April 4, 2006 the Company sold:

     o    20,000,000 shares of its common stock to Rex Doyle for $200;
     o    20,000,000 shares of its common stock to John Ippolito for $200;
     o    4,000,000  shares of its common stock to unrelated  third  parties for
          $40;

      Between October 1, 2006 and October 31, 2006 the Company sold 481,600
shares of its common stock to 64 private investors at a price of $1.00 per
share.

      The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale of these shares.

                             PRINCIPAL SHAREHOLDERS

      The following table shows the number of and percentage of outstanding
shares of common stock owned by the Company's officers, directors and those
shareholders owning more than 5% of the Company's common stock as of October 31,
2006.

                                     Shares of
Name and Address                    Common Stock         Percent of Class (1)
----------------                    ------------        ----------------------

Rex Doyle                            20,000,000                  40%
30 Fernglen
The Woodlands, TX 77380

John Ippolito                        20,000,000                  40%
9007 Deerwick Ct.
Tomball, TX 77375

David Reynolds                        2,000,000                   4%
4311 Candlewood Park
Katy, TX 77494

All Executive Officers
and Directors as a group (3 persons) 42,000,000                  84%

                                       17
DESCRIPTION OF SECURITIES

The Company is authorized to issue 100,000,000 shares of Common Stock. As of
October 31, 2006 the Company had 49,741,600 outstanding shares of Common Stock
Holders of Common Stock are each entitled to cast one vote for each share held
of record on all matters presented to shareholders. Cumulative voting is not
allowed; hence, the holders of a majority of the outstanding Common Stock can
elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends will be
paid until the Company is in profit.

Holders of Common Stock do not have preemptive rights to subscribe to additional
shares if issued by the Company. There are no conversion, redemption, sinking
fund or similar provisions regarding the Common Stock. All of the outstanding
shares of Common Stock are fully paid and non-assessable and all of the shares
of Common stock offered hereby will be, upon issuance, fully paid and
non-assessable.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock.
The Company's Articles of Incorporation provide that its Board of Directors has
the authority to divide the preferred stock into series and, within the
limitations provided by statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As of October 31, 2006 the Company had not issued any preferred
shares.

                                 INDEMNIFICATION

      The Company's Bylaws provide that the Company will indemnify its directors
and officers against expense and liabilities they incur to defend, settle or
satisfy any civil or criminal action brought against them as a result of their
being or having been the Company directors or officers unless, in any such
action, they have acted with gross negligence or willful misconduct. Officers
and Directors are not entitled to be indemnified for claims or losses resulting
from a breach of their duty of loyalty to the Company, for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law or a transaction from which the director derived an improper personal
benefit. Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to the Company's directors and officers, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of l933, and is, therefore, unenforceable.

                                       18
San Juan Financial, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                                December 31, 2005
INDEX TO FINANCIAL STATEMENTS

                                                                         Page

Report of Independent Registered Public Accounting Firm                   F-1

Balance Sheets - December 31, 2005                                        F-2

Statements of Operations - For the Years Ended
 December 31, 2005 and 2004, and for the Period
 from Inception (April 10, 2000) to December 31, 2005                     F-3

Statements of Cash Flows - For the Years Ended
 December 31, 2005 and 2004, and for the Period
 from Inception (April 10, 2000) to December 31, 2005                     F-4

Statement of Changes in Stockholders' Equity (Deficit) -
 For the Period from Inception (April 10, 2000) to
 December 31, 2005                                                   F-5 to F-6

Notes to Financial Statements                                       F-7 to F-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of San Juan Financial, Inc. as of
December 31, 2005, and the related statements of operations, cash flows, and
stockholders' equity (deficit) for the years ended December 31, 2005 and 2004,
and for the period from inception (April 10, 2000) to December 31, 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of San Juan Financial, Inc. as of
December 31, 2005, and the results of its operations, its cash flows, and its
changes in stockholders' equity for the years ended December 31, 2005 and 2004,
and for the period from inception (April 10, 2000) to December 31, 2005, in
conformity with generally accepted accounting principles in the United States of
America.

As mentioned in Footnote 2 to the financial statements, the Company has expended
all of its capital, which raises doubt about its ability to continue as a going
concern with an ability to conduct its business plan. The Company's plans are
also discussed in Footnote 2. There is no assurance that such funding will be
available or that the Company will be successful in implementing its business
plan. The accompanying financial statements do not include any adjustments,
which might be necessary if the Company is unable to continue in existence.

Denver, Colorado
April 3, 2006                            /s/ Comiskey & Company

                                         PROFESSIONAL CORPORATION
San Juan Financial, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             As of December 31, 2005

ASSETS

CURRENT ASSETS                                                 $      --
                                                               ---------

      Total current assets                                            --
                                                               ---------

   TOTAL ASSETS                                                $      --
                                                               =========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable                                            $   3,621
                                                               ---------

      Total current liabilities                                    3,621

STOCKHOLDERS' DEFICIT
   Preferred stock, no par value; 10,000,000 shares
    authorized; no shares issued and outstanding                      --
   Common stock, no par value; 750,000,000 shares
    authorized; 5,260,000 shares issued and
    outstanding at December 31, 2004                              68,000
   Additional paid-in capital                                     26,691
   Deficit accumulated during the development stage              (98,312)
                                                               ---------

      Total shareholders' deficit                                 (3,621)
                                                               ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $      --
                                                               =========

   The accompanying notes are an integral part of the financial statements.
                                       F-2
San Juan Financial, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
For the period
                                                                    from inception
                                      For the year   For the year   (April 10, 2000)
                                          ended         ended              to
                                       December 31,  December 31,     December 31,
                                           2005         2004              2005
                                      ------------   ------------   ---------------

REVENUES                              $        --    $        --     $         --

EXPENSES

  General and administrative expenses      20,000         15,312           98,312
                                      ------------   ------------   ---------------

      Total expenses                       20,000         15,312           98,312
                                      ------------   ------------   ---------------

NET LOSS                                  (20,000)       (15,312)          (98,312)

Accumulated deficit
   Balance, beginning of period           (78,312)       (63,000)               --
                                      ------------   ------------   ---------------

   Balance, end of period             $   (98,312)   $   (78,312)     $    (98,312)
                                      ============   ============   ===============

NET LOSS PER SHARE                    $      (NIL)   $     (0.01)
                                      ============   ============

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                5,260,000      2,429,399
                                      ============   ============
The accompanying notes are an integral part of the financial statements.
                                       F-3
San Juan Financial, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
For the period
                                                                    from inception
                                      For the year   For the year   (April 10, 2000)
                                          ended         ended              to
                                       December 31,  December 31,     December 31,
                                           2005         2004              2005
                                      ------------   ------------   ---------------
CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                           $   (20,000)   $   (15,312)     $   (98,312)
    Adjustments to reconcile net
    loss to net cash flows from
    operating activities:
      Accounts payable                      2,614          1,007            3,621
      Shares issued for compensation           --          5,000            5,000
                                      ------------   ------------   ---------------

      Net cash flows from operating
       activities                         (17,386)        (9,305)         (89,691)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                    --             --               --

CASH FLOWS FROM FINANCING
 ACTIVITIES
    Proceeds from the issuance of
     common stock                              --             --           63,000
    Expenses paid by shareholders          17,386          9,305           26,691
                                      ------------   ------------   ---------------
    Net cash flows from financing
     activities                            17,386          9,305           89,691

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                        --             --               --

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                         --             --               --
                                      ------------   ------------   ---------------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                      $        --    $        --     $         --
                                      ============   ============   ===============
The accompanying notes are an integral part of the financial statements.
                                       F-4
San Juan Financial, Inc.
                          (A Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
     For the Period from Inception (April 10, 2000) to December 31, 2005
Deficit
                                                                              Accumulated
                                                                Additional     During the   Stockholders'
                                        Common Stock             Paid-in       Development     Equity
                                  Shares             Amount      Capital          Stage       (Deficit)
                                 ------------------------------------------------------------------------------

Issuance of common stock for
cash at $0.05 per share          1,260,000      $  63,000      $       -       $        -     $  63,000

Issuance of common stock no
  consideration received       100,000,000              -              -                -             -

Net loss for the period from
  inception (April 10, 2000)
  to December 31, 2000                   -              -              -          (56,711)      (56,711)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2000     101,260,000         63,000              -          (56,711)         6,289

Cancellation of stock for
  consideration not received  (100,000,000)             -              -                -              -

Net loss for the year ended
  December 31, 2001                      -              -              -           (5,825)        (5,825)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2001       1,260,000         63,000              -          (62,536)           464

Net loss for the year ended
  December 31, 2002                      -              -              -             (464)          (464)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2002       1,260,000         63,000              -          (63,000)             -
The accompanying notes are an integral part of the financial statements.
                                       F-5
San Juan Financial, Inc.
                          (A Development Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                    CONTINUED
     For the Period From Inception (April 10, 2000) to December 31, 2005
Deficit
                                                                              Accumulated
                                                                Additional     During the   Stockholders'
                                        Common Stock             Paid-in       Development     Equity
                                  Shares             Amount      Capital          Stage       (Deficit)
                                 ------------------------------------------------------------------------------

Net loss for year ended
  December 31, 2003                      -      $       -      $       -      $        -      $       -
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2003       1,260,000         63,000              -          (63,000)            -

Issuance of common stock for
  compensation                   4,000,000          5,000              -                -         5,000

Expenses paid by shareholders            -              -          9,305                -         9,305

Net loss for the year ended
  December 31, 2004                      -              -              -          (15,312)      (15,312)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2004       5,260,000         68,000          9,305          (78,312)       (1,007)

Expenses paid by shareholders            -              -         17,386                -        17,386

Net loss for the year ended
  December 31, 2005                      -              -              -          (20,000)      (20,000)
                              ------------    -----------    -----------      -------------  -----------

Balance, December 31, 2005       5,260,000      $  68,000      $  26,691        $ (98,312)    $  (3,621)
                                 =========      =========      =========        =========     =========
The accompanying notes are an integral part of the financial statements.
                                       F-6
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

1.   Organization and Operations

     Background

     San Juan Financial, Inc. ("the Company") was incorporated under the laws of
     Colorado on June 6, 1989. Following incorporation, the Company remained an
     inactive shell company. Effective April 10, 2000, the Company entered the
     development stage in accordance with SFAS No. 7. The Company's principal
     activities since April 10, 2000 have consisted of organizational matters
     and the sale of its no par value common stock.

     Amendment to Articles

     On April 10, 2000, the Company filed amended articles of incorporation with
     the State of Colorado, at which time the Company revised Article XI, Board
     of Directors. The Board consists of one director who is also the President
     of the Company. On September 15, 2004, Troy Fullmer, the Company's only
     officer and director, appointed Mark W. Moniak as a director of the Company
     and as the Company's President and Chief Executive Officer. Following the
     appointment of Mr. Moniak, Mr. Fullmer resigned as an officer and director
     of the Company.

2.   Going Concern

     The Company has no revenue to date and has incurred operating losses of
     $98,312 since inception. Since inception, the Company has been dependent
     upon the receipt of capital investment or other financing to fund its
     continuing activities. The Company has not identified any business
     combination and, therefore, cannot ascertain with any degree of certainty
     the capital requirements for any particular transaction. In addition, the
     Company is dependent upon certain related parties to provide continued
     funding and capital resources. The accompanying financial statements have
     been presented on the basis of the continuation of the Company as a going
     concern and do not include any adjustments relating to the recoverability
     and classification of recorded asset amounts or the amounts and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.

                                      F - 7
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

3.   Summary of Significant Accounting Policies

     Development Stage Activities

     San Juan Financial, Inc. entered the development stage in accordance with
     Financial Accounting Standards Board Statements of Financial Accounting
     Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
     Enterprises" in 2000, upon commencement of activities. The Company's
     original business plan was to operate as a mortgage banking and brokerage
     company over the Internet. In 2004, the Company changed its focus to that
     of a "blank check" company, whose purpose is to serve as a capital access
     corporation which will seek out and acquire an operating company.

     Use of Estimates

     The preparation of the financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets, liabilities, and
     contingent assets and liabilities at the date of the financial statements
     and the reported amounts of revenues and expenses during the reporting
     period. Actual results could differ from those estimates.

     Cash Equivalents

     For the purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Income Taxes

     The Company accounts for income taxes in accordance with SFAS No. 109 -
     Accounting for Income Taxes. Deferred tax assets and liabilities are
     recognized with respect to the tax consequences attributable to differences
     between the financial statement carrying values and tax basis of existing
     assets and liabilities. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which these temporary differences are expected to be recovered or settled.
     Further, the effect on deferred tax assets and liabilities of changes in
     tax rates is recognized in income in the period that includes the enactment
     date.

                                      F - 8
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

3.   Summary of Significant Accounting Policies (cont'd)

     Earnings (loss) per Share

     The Company reports loss per share using a dual presentation of basic and
     diluted loss per share. Basic loss per share excludes the impact of common
     stock equivalents. Diluted loss per share utilizes the average market price
     per share when applying the treasury stock method in determining common
     stock equivalents. However, the Company has a simple capital structure for
     the period presented and, therefore, there is no variance between the basic
     and diluted loss per share.

     Fair Value of Financial Instruments

     SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
     certain disclosures regarding the fair value of financial instruments. The
     Company has no financial instruments in the accompanying financial
     statements.

     Stock-Based Compensation

     In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
     "Accounting for Stock-Based Compensation" requiring public entities to
     measure the cost of employee services received in exchange for an award of
     equity instruments based on grant date fair value. The cost will be
     recognized over the period during which an employee is required to provide
     service in exchange for the award -- usually the vesting period.

     Accounting Changes and Error Corrections

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections" ("SFAS 154") which replaces Accounting Principles Board
     Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting
     Changes in Interim Financial Statements-An Amendment of APB Opinion No.
     28." SFAS 154 provides guidance on the accounting for and reporting of
     accounting changes and error corrections. It establishes retrospective
     application, or the latest practicable date, as the required method for
     reporting a change in accounting principle and the reporting of a
     correction of an error. SFAS 154 is effective for accounting changes and a
     correction of errors made in fiscal years beginning after December 15, 2005
     and is required to be adopted by the Company in the first quarter of 2006.
     The adoption of this new Statement is not expected to have a material
     effect on the Company's current financial position, results or operations,
     or cash flows.

                                      F - 9
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

4.   Stockholders' Equity

     Following its original  incorporation  in June 1989, the Company had issued
     100,000,000  shares  of its no par  value  common  stock to an  officer  as
     payment  for  services  related to the  organization  and  start-up  of the
     Company.  The value of the transaction could not be objectively measured as
     a related party rendered the services. The transaction has been recorded at
     no value since the Board of Directors determined that the rendered services
     for which  these  shares had been issued  were  incomplete.  On November 2,
     2001, the Board of Directors  authorized the  cancellation  of the original
     100,000,000  shares  of  common  stock,  as  a  result  of  the  incomplete
     performance.

     On April 7, 2000, the Board of Directors authorized an 8-to-1 reverse split
     of the Company's no par value common stock, effective on that date. All
     share and per share amounts reflect this reverse split.

     In May 2000, the Company conducted a private placement offering whereby it
     sold 1,260,000 shares of its no par value common stock for $0.05 per share
     pursuant to an exemption from registration claimed under Sections 4(2) and
     4(6) of the Securities Act of 1933, as amended, and Regulation D
     promulgated thereunder. The Company received net proceeds of $63,000.

     On September 15, 2004, Mark W. Moniak was appointed as Director, President,
     and Chief Executive Officer of the Company. The Company does not have an
     employment agreement with Mr. Moniak. However, the Company has agreed to
     issue 4,000,000 shares of its common stock, valued at $5,000, to Mr. Moniak
     in return for Mr. Moniak serving as the Company's President until September
     15, 2005.

     During the year ended December 31, 2004, the Company incurred $9,305 of
     expenses which were paid by stockholders and recorded as additional paid-in
     capital.

     On March 11, 2005, the Company held a special meeting of its shareholders.
     At this meeting, the shareholders of the Company held a 1-for-20 forward
     stock split of the Company's common stock. Unless otherwise indicated, all
     share and per share data has been retroactively restated to reflect this
     forward stock split.

     During the year ended December 31, 2005, the Company incurred $17,386 of
     expenses which were paid by stockholders and recorded as additional paid-in
     capital.

                                     F - 10
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

5.   Income Taxes

     A deferred tax asset of $36,375 at December 31, 2005 relates to net
     operating losses and deductible temporary differences. Management does not
     consider it more likely than not that the entire deferred tax asset will be
     realized. Therefore, a full valuation allowance has been established
     against the deferred tax asset. The valuation allowance increased by $7,400
     and $5,665 for the years ended December 31, 2005 and 2004, respectively.
     The net operating losses will expire in years 2020 through 2025.

                                                      December 31,
                                                         2005

   Net operating loss carryforwards                    $ 36,375
   Valuation allowance                                  (36,375)
                                                     ----------

                                                    $        --
                                                    ===========

  The difference between income taxes computed at the statutory federal rate of
     34% and the provision for income taxes relates to the following:

                                                        Percent of
                                                          Pretax
                                                          Amount
                                                        ----------
     Provision at federal statutory rate                    34%
     Effect of state income tax                              3%
     Increase in valuation allowance                       (37%)
                                                           ----
                                                             0%
                                                           ====
6.   Merger Agreement

   In March 2005, the Company reached an informal agreement with the principal
   shareholders of Cookie Club of America, Inc. ("CCA") to acquire all of CCA's
   outstanding shares in exchange for 5,890,000 shares of the Company's common
   stock. The agreement was never finalized and plans of merger were terminated
   in August 2005.

                                     F - 11
San Juan Financial, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005

7.   Subsequent Events

   On April 4, 2006, the Company signed an agreement for the sale of 44,000,000
   shares of common stock to five individuals for an aggregate price of $440.
   Upon closing of the agreement Mark Moniak, current sole officer and President
   of the Company, will appoint Rex Doyle, John Ippolito and David Reynolds as
   directors of the Company. Following such appointment, Mr. Moniak will resign.
   The agreement specifies that as soon as practicable, the parties to the
   agreement will cooperate with each other such that $300,000 will be wire
   transferred into a bank account controlled by the Company. This agreement
   will not be considered closed until the $300,000 wire transfer has been
   received.

                                      F-12
EPIC Capital Group, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                               September 30, 2006
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2006
                                   (Unaudited)

         ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                        $  76,112
                                                                    ---------

      Total current assets                                             76,112
                                                                     --------

   TOTAL ASSETS                                                     $  76,112
                                                                    =========

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $     523
   Accrued expenses                                                     1,005
   Deposit                                                             20,000
                                                                    ---------

      Total current liabilities                                        21,528

STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 10,000,000 shares
      authorized; no shares issued and outstanding                          -
   Common stock, no par value; 750,000,000 shares
      authorized; 49,260,000 shares issued and outstanding
      at September 30, 2006                                            68,440
   Additional paid-in capital                                         331,712
   Deficit accumulated during the development stage                  (345,568)
                                                                    ---------

      Total shareholders' equity                                       54,584
                                                                    ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  76,112
                                                                    =========

         The accompanying notes are an integral part of these financial
statements.

                                       1
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                      STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)
For the period
                                          For the three         For the nine     from inception
                                          months ended          months ended    (April 10, 2000)
                                          September 30,         September 30,           to
                                        2006        2005      2006        2005  September 30, 2006
                                        ----        ----      ----        ----  ------------------

REVENUE                              $      -    $     -   $      -     $      -   $        -

OPERATING EXPENSES

 General and administrative expenses  143,655          -    249,012       12,404      347,324
                                     ---------   --------  --------     ---------  -----------

LOSS FROM OPERATIONS                 (143,655)         -   (249,012)     (12,404)    (347,324)

OTHER INCOME (EXPENSE)

   Interest income                        787          -      1,756            -        1,756
                                     ---------   --------  --------     ---------  -----------

NET LOSS                             (142,868)         -   (247,256)     (12,404)    (345,568)

Accumulated deficit
   Balance, beginning of period      (202,700)   (90,716)   (98,312)     (78,312)           -
                                     ---------   --------  --------     ---------  -----------

   Balance, end of period          $ (345,568) $ (90,716) $(345,568)    $(90,716)  $ (345,568)
                                   =========== ========== ==========   ==========  ===========

NET LOSS PER SHARE                 $    (0.00) $   (0.00) $   (0.01)   $   (0.00)  $   (0.06)
                                   =========== ========== ==========   ==========  ===========

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING           49,260,000  5,260,000  34,109,817   5,260,000   5,852,216
                                   =========== ========== ==========   ==========  ===========
The accompanying notes are an integral part of these financial
statements.

                                       2
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
For the period
                                                                  from inception
                                     For the nine months ended   (April 10, 2000)
                                          September 30,                 to
                                     2006                2005    September 30, 2006
                                     ----                ----    ------------------

CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net loss                      $  (247,256)       $   (12,404)    $  (345,568)
    Adjustments to reconcile
     net loss to net cash
     flows from operating
     activities
      Increase(Decrease) in
       accounts payable               (3,098)             5,208             523
      Increase(Decrease) in
       accrued expenses                1,005                  -           1,005
      Increase(Decrease) in
       deposit liability              20,000                  -          20,000
      Common stock issued
       for compensation                    -                  -           5,000
                                 ------------       ------------    -------------

    Net cash flows from
     operating activities           (229,349)            (7,196)       (319,040)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                -                  -               -

CASH FLOWS FROM FINANCING
 ACTIVITIES
   Additional paid-in capital        300,000                  -         300,000
   Proceeds from the issuance
    of common stock                      440                  -          63,440
   Expenses paid by shareholders       5,021              7,196          31,712
                                 ------------       ------------    -------------

   Net cash flows from
    financing activities             305,461              7,196         395,152

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                 76,112                  -          76,112

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                       -                  -               -
                                 ------------       ------------    -------------

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                   $    76,112        $         -     $    76,112
                                 ============       ============    =============
The accompanying notes are an integral part of these financial
statements.

                                       3
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2006

Note 1 - Management's Representation of Interim Financial Information

The accompanying financial statements have been prepared by EPIC Capital Group,
Inc. without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 2005.

Note 2 - Summary of Significant Accounting Policies

Development Stage Activities

EPIC Capital  Group,  Inc.  entered the  development  stage in  accordance  with
Financial   Accounting   Standards  Board  Statements  of  Financial  Accounting
Standards  (SFAS)  No.  7,  "Accounting  and  Reporting  by  Development   Stage
Enterprises" in 2000, upon  commencement of activities.  The Company's  original
business plan was to operate as a mortgage  banking and  brokerage  company over
the Internet.  In 2004, the Company changed its focus to that of a "blank check"
company,  whose purpose is to serve as a capital access corporation,  which will
seek out and  acquire  an  operating  company.  After the April  2006  change of
control,  the Company plans to engage in oil and gas exploration and production,
engineering construction management, and engineering staffing.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

                                       4
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109 -
Accounting for Income Taxes. Deferred tax assets and liabilities are recognized
with respect to the tax consequences attributable to differences between the
financial statement carrying values and tax basis of existing assets and
liabilities. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. Further, the effect on
deferred tax assets and liabilities of changes in tax rates is recognized in
income in the period that includes the enactment date.

Earnings (loss) per Share

The Company reports loss per share using a dual presentation of basic and
diluted loss per share. Basic loss per share excludes the impact of common stock
equivalents. Diluted loss per share utilizes the average market price per share
when applying the treasury stock method in determining common stock equivalents.
However, the Company has a simple capital structure for the period presented
and, therefore, there is no variance between the basic and diluted loss per
share.

Fair Value of Financial Instruments

SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company has no financial instruments in the accompanying financial statements.

Stock-Based Compensation

In December 2004 the FASB issued a revised Statement 123 (SFAS 123R),
"Accounting for Stock-Based Compensation" requiring public entities to measure
the cost of employee services received in exchange for an award of equity
instruments based on grant date fair value. The cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award -- usually the vesting period.

                                       5
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of 2006. The adoption of this new Statement is not expected to
have a material effect on the Company's current financial position, results or
operations, or cash flows.

Note 3 - Stockholder's Equity

On April 4, 2006, the Company signed an agreement for the sale of 44,000,000
shares of common stock to five individuals for an aggregate price of $440. Mark
W. Moniak, the Company's President and only director, appointed Rex Doyle, John
Ippolito and David Reynolds as directors of the Company. Following these
appointments Mr. Moniak, resigned as an officer and director of the Company. The
Company's new directors then appointed the following persons to be officers of
the Company:

            Name               Position
            Rex Doyle          Chief Executive and Principal Financial Officer
            John Ippolito      President
            David Reynolds     Executive Vice President and Secretary

Note 4 - Change in the Company's Name

On May 15, 2006 the shareholders of the Company approved an amendment to the
Company's Articles of Incorporation which changed the name of the Company to
Epic Capital Group, Inc. Prior to the adoption of this amendment the Company's
name was San Juan Financial, Inc.

                                       6
EPIC Capital Group, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2006

Note 5 - Liabilities

In April 2006 several non-affiliated shareholders loaned the Company $300,000.
The loans were unsecured, did not bear interest and were to be cancelled at such
time as the Company's common stock became eligible for listing on the OTC
Bulletin Board. In September 2006 the Company's common stock was listed on the
OTC Bulletin Board, the loans were cancelled, and the $300,000 liability was
reclassified as additional paid-in capital.

In July 2006, the Company received $20,000 from an unrelated third party as a
deposit for an oil and gas joint venture. Since the terms of the joint venture
are still under negotiation, the Company has recorded the $20,000 as a liability
which will be refunded to the third party if the joint venture is not
established.

                                       7
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

     The Company was incorporated in Colorado on June 6, 1989. Following its
formation the Company was inactive until April 2000, when the Company decided to
become involved in the mortgage business. The Company planned to generate
mortgage loans, sell the loans to financial institutions and service the loans
on behalf of the financial institutions. During the nine months ended September
30, 2001 the Company discontinued its efforts to become involved in the mortgage
business and until April 4, 2006 was engaged primarily in the evaluation of
acquisition targets and the filing of periodic reports with the SEC.

      On March 11, 2005 the shareholders of the Company approved a 1-for-20
forward split of the Company's common stock. Unless otherwise indicated, all per
share data in this Private Offering Memorandum has been revised to reflect this
forward stock split.

     On April 4, 2006, the Company sold 44,000,000 shares of its common stock to
five persons, including the Company's new management.

     On May 15, 2006 the shareholders of the Company:

     o    approved  amendments to the Company's Articles of Incorporation  which
          changed the Company's name to Epic Capital Group, Inc., and
     o    changed the Company's authorized  capitalization to 100,000,000 shares
          of common stock and 10,000,000 shares of preferred stock.

      The Company plans to have two divisions which will operate in the
following areas:

     o    Oil and Gas  Exploration and Development - This division will evaluate
          undeveloped   oil  and  gas  prospects  and  participate  in  drilling
          activities  on  prospects  which  in the  opinion  of  management  are
          favorable for the production of oil or gas.
     o    Engineering and Infrastructure Management - This division will consist
          of 3 main business  units.  The Company  estimates  that this division
          will require the services of 100 or more professionals.
          1    Engineering and Construction Management - This business unit will
               provide services to optimize  drilling,  completion,  field level
               work  processes,  physical  plant  construction,  processing  and
               transportation.   The  Company   considers  the   integration  of
               construction,  operations, and financing to be critical for older
               fields with outdated  systems and for new projects  which lack an
               experienced team of professionals dedicated to the project.
          2    Engineering  Staffing - This  business  unit will  provide to the
               industry,  on a  contract  basis,  both short term and long term,
               experienced  and  skilled   engineers,   geologists,   and  other
               technicians. The availability of skilled professionals is quickly
               becoming the limiting resource for the oil and gas industry. Both
               large and small oil and gas  companies do not have the  available
               human talent to analyze,  plan, engineer and execute projects. Of
               concern is the growing  number of college  graduates  who opt for
               careers outside the oil and gas industry. Enrollment in petroleum
related disciplines at major U.S.  universities has only recently
               started to increase but is not near the enrollment of the 1980's.
               In most oil and gas companies, the average age continues to climb
               toward 50 years old, with some studies  estimating that less than
               30% of the  workforce  is younger  than 40 years old. The Company
               intends to address  this  talent  shortage  with its  Engineering
               Staffing division.
          3    Energy  Infrastructure  Management  -  This  business  unit  will
               provide planning, engineering, and consulting services to clients
               in both the private and public  markets.  These  services will be
               provided  to clients in both the  private  markets and the public
               sector.

     The  Company  estimates  that it will  need  $4,000,000  to  establish  its
Engineering and Construction Management division.

     During  the nine  months  ended  September  30,  2006 the  Company  did not
generate any revenue and had a loss of $(247,256).

     During the nine months ended  September 30, 2006 the  Company's  operations
used  $(229,349)  in cash.  During this period  capital was  provided  primarily
through loans from shareholders of the Company.

     As of October 31, 2006 the Company:

     o    was negotiating to acquire two engineering and construction management
          firms and one engineering staffing firm.
     o    had signed an agreement  with a major energy  services  corporation to
          provide the Company, on an as needed basis, with production engineers,
          facilities engineers and procurement managers.
     o    was working with a major investment bank to obtain financing needed to
          acquire producing oil and gas wells in Texas.
     o    was  negotiating  to acquire  producing and shut-in oil and gas wells,
          together with undeveloped acreage, in Kansas and Oklahoma.
     o    Has engaged in a re-completion of a well in south Texas.

     Between  October 1, 2006 and  October 31,  2006 the  Company  sold  481,600
shares  of its  common  stock to 64  private  investors  at a price of $1.00 per
share.

     The Company's future activities will depend upon available funding.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:   November 13, 2006                 EPIC CAPITAL GROUP, INC.

                                       By: /s/ Rex Doyle
                                           ------------------------------
                                           Rex Doyle, Chief Executive Officer