UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended JUNE 30, 2008

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission File Number 0-31357

EPIC ENERGY RESOURCES INC.

Colorado 94-3363969
--------------------------- -----------------------------------
State or other jurisdiction (I.R.S.) Employer Identification No
of incorporation

1450 Lake Robbins Drive, Suite 160
The Woodlands, TX 77380 (281) 419-3742
-------------------------------------- -----------------------------
Address of principal executive offices Registrant's telephone number,
including area code

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer" and "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):
YES [ ] NO [X]

As of July 31, 2008, the Company had 43,948,921 issued and outstanding shares of
common stock.

EPIC ENERGY RESOURCES INC
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
(unaudited)

June 30, December 31,
ASSETS 2008 2007
(unaudited) (audited)
--------------- --------------
CURRENT ASSETS
Cash and cash equivalents .................. $ 1,501 $ 3,483
Restricted cash............................. 182 3,400
Accounts receivable:
Billed, net of allowance of $1,098
and $636, respectively 13,625 11,335
Unbilled, at estimated net
realizable value .................. 7,247 3,447
Accounts receivable - other............... - 640
Prepaid expenses and other ............... 291 309
--------------- --------------
TOTAL CURRENT ASSETS 22,846 22,614

Oil and gas properties (full cost method),
net of accumulatedimpairments and depletion
of $5,260 and $5,260, respectively:
Proved ................................. 5,248 5,248
Unproved ............................... - -
Other mineral reserves ................. 783 783
Property and equipment, net of accumulated
depreciation of $1,017 and $112,
respectively .......................... 11,310 10,597
Other assets ........................... 197 209
Debt issuance costs, net of accumulated
amortization of $258 and $29,
respectively........................... 1,771 1,690
Goodwill and intangible assets, net of
accumulatedamortization of $29 and $4,
respectively .......................... 37,508 33,609
--------------- --------------
TOTAL ASSETS ........................ $ 79,663 $ 74,750
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ...................... $ 10,410 $ 4,066
Bank overdrafts ....................... - 3,442
Accrued liabilities ................... 4,050 2,949
Deferred revenue ...................... 2,405 1,358
Current portion of long term debt...... 6,300 3,208
--------------- --------------
TOTAL CURRENT LIABILITIES 23,165 15,023
Asset retirement obligations .......... 137 133
Long-term debt, net of debt discount of
$11,470 and $12,879, respectively...... 13,536 13,929
--------------- --------------
TOTAL LIABILITIES................ 36,838 29,085
--------------- --------------
STOCKHOLDERS' EQUITY
Common stock, no par value: 100,000,000
authorized; 43,041,827 and 42,948,921
shares issued and outstanding at
June 30, 2008 and December 31, 2007,
respectively 41,863 40,699
Additional paid-in capital............. 14,486 13,417
Accumulated deficit ................... (13,524) (8,451)
--------------- --------------
TOTAL STOCKHOLDERS' EQUITY ............ 42,825 45,665
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 79,663 $ 74,750
=============== ==============

See accompanying notes to the unaudited consolidated financial statements.

EPIC ENERGY RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2008 2007 2008 2007
------------------------------------------------------
REVENUES
Consulting fees ................... $ 9,570 $ 20 $ 20,896 $ 95
Reimbursed expenses................ 7,031 - 13,179 -
Oil and gas revenue ............... - 9 - 10
------------------------------------------------------
TOTAL REVENUES ................ 16,601 29 34,075 105

OPERATING EXPENSES
General and administrative....... 2,799 420 4,912 848
Lease operating expenses......... 96 58 156 122
Professional and subcontracted services 1,758 - 3,981 -
Compensation and benefits........ 7,306 - 13,396 -
Reimbursed expenses ............. 5,986 - 12,069 -
Occupancy, communication and other 331 - 662 -
Depreciation, depletion and
amortization .................. 477 - 934 -
Accretion expense ............... 2 5 4 11
Impairment of oil and gas properties - 1,339 - 1,339
------------------------------------------------------
OPERATING EXPENSES ............. 18,755 1,822 36,114 2,320

LOSS FROM OPERATIONS ............. (2,154) (1,793) (2,040) (2,215)

OTHER INCOME (EXPENSE)
Interest and other income......... 29 5 52 6
Interest expense ................. (1,685) (48) (3,085) (80)
------------------------------------------------------
OTHER EXPENSE .................... (1,656) (43) (3,033) (74)
------------------------------------------------------
NET LOSS ............................ $ (3,810) $ (1,836) $ (5,073) $ (2,289)
======================================================
LOSS PER COMMON SHARE - Basic and Diluted $ (.09) $ (.06) $ (.12) $ (0.05)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted ..... 42,968,887 30,794,830 42,968,887 41,670,355

See accompanying notes to the unaudited consolidated financial statements

EPIC ENERGY RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

Six Months Ended June 30,
2008 2007
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ........................... $ (5,073) $ (2,289)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciationand depletion 934 -
Reserve for bad debts ....................... 462 -
Accretion expense ........................... 4 11
Shares issued for compensation .............. 874 232
Amortization of debt discount and debt issuance costs 1,638 -
Impairment of oil and gas properties - 1,339
Changes in operating assets and liabilities:
Accounts receivable ........................ (6,295) (6)
Prepaid expenses and other.................. 205 76
Accounts payable ........................... 6,271 (55)
Accrued liabilities ........................ 2,480 188
------------ ------------
Net cash provided by (used in) operating activities 1,500 (504)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in restricted cash ................. 3,218 -
Additional acquisition costs - Pearl (908) -
Acquisition of property and equipment........ (1,501) -
Acquisition of EIS, net of cash received (233) -
Increase in other assets..................... (169) -
------------ ------------
Net cash provided by investing activities 407 -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdrafts ............................. (3,442) -
Payments on debt ............................ (447) (87)
Net proceeds from issuance of common stock... - 515
------------ ------------
Net cash provided by (used in) financing activities (3,889) 428
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS ......... (1,982) (76)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,483 590
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......... $ 1,501 $ 514
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ - $ -
Interest paid ............................. $ 3,085 $ 5,978
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Insurance policies acquired with debt.... $ - $ 21
Note payable for oil and gas property expenses $ 262 $ 114
Acquisition of EIS with stock $ 1,050 $ -

See accompanying notes to the unaudited consolidated financial statements

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

1. Organization and Basis of Presentation

Epic Energy Resources, Inc ("Epic", the "Company", "we", "us", or "our")
was formed in April 2006, completed a purchase of a public shell and began
trading under the ticker symbol EPCC.

Epic is engaged primarily in providing engineering, consulting,
construction management, operations, maintenance, and field and project
management services to the oil, gas and energy industry. Epic also formed an
operational joint venture with a private investor group to co-invest in
infrastructure related projects with Epic's clients. The co-investment projects
are primarily projects in which the company provides engineering, design,
construction management and operational services related to pipeline, gathering
and compression systems, including oil and gas processing facilities.

Epic was relatively inactive until April 2006 when current management
gained control and it became focused on energy related activities including
consulting, engineering, and oil and gas production activities. Unless otherwise
indicated, all references to Epic include the operations of The Carnrite Group
("Carnrite"), Pearl Investment Company and its subsidiaries ("Pearl") and Epic
Integrated Solutions, LLC ("Epic Integrated), subsequent to the dates that Epic
acquired these companies.

During the first quarter, our Board of Directors updated their
compensation plan for the calendar year 2008. The plan defines compensation for
non-employee directors to include an annual cash retainer of $21,000 payable
quarterly and a grant of 25,000 stock options with a strike price equal to the
closing price of Epic common stock on January 17, 2008 and an expiration date of
January 17, 2018. The Audit Committee chair will receive an additional cash
payment of $4,500. All other committee chairs will receive an additional $2,500.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America, or GAAP, for interim financial information and
pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and disclosures required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
June 30, 2008, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008. The balance sheet at December
31, 2007, has been derived from the audited financial statements at that date
but does not include all of the information and disclosures required by GAAP for
complete financial statements. For further information, refer to the financial
statements and notes thereto included in Epic's Annual Report on Form 10-KSB for
the year ended December 31, 2007.

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

Use of Estimates

The preparation of financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates.

Receivables from Clients

Billed receivables from clients are presented at their billed amount less
an allowance for doubtful accounts. Unbilled receivables represent revenue
earned in the current period but not billed to the customer until future dates,
usually within one month. Epic provides an allowance for doubtful accounts on
receivables based on historical collection experience and a specific review of
each customer's receivable balance. As of December 31, 2007 and June 30, 2008,
management determined that an allowance for doubtful accounts of $636,000 and
$1,098,084 respectively, was required based on management's assessment of the
collectability of these items.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization is
provided utilizing the straight-line method over the estimated useful lives for
owned assets, ranging from 3 to 10 years, and the related lease terms for
leasehold improvements and equipment under capital leases (see Note 6).

Revenue Recognition

Revenue includes fees primarily generated from engineering and consulting
services provided. The Company recognizes revenue from these engagements when
hours are worked, either on a time-and-materials basis or on a fixed-fee basis,
depending on the terms and conditions defined at the inception of an engagement
with a client. The terms of the contracts with clients are fixed and
determinable but may change based upon agreement by both parties. Individual
consultants' billing rates are principally based on a multiple of salary and
compensation costs. Revenue recognized in excess of billings is recorded as
unbilled accounts receivable. Cash collections and invoices generated in excess
of revenue recognized are recorded as deferred revenue until the revenue
recognition criteria are met. Client reimbursable expenses, including those
relating to materials, travel, other out-of-pocket expenses and any third-party
costs, are included in a separate line in revenue in accordance with EITF 99-16;
the cost for these reimbursable expenses is included in operating expenses.

Fair Value of Financial Instruments

In accordance with the reporting requirements of SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments", the Company calculates
the fair value of its assets and liabilities which qualify as financial
instruments under this statement and includes this additional information in the
notes to the financial statements when the fair value is different than the
carrying value of those financial instruments. The estimated fair value of cash,

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

accounts receivable and accounts payable approximate their carrying amounts due
to the short maturity of these instruments. The carrying value of short and
long-term debt also approximates fair value since their terms are similar to
those in the lending market for comparable loans with comparable risks. None of
these instruments are held for trading purposes.

2. Business Combinations

On August 13, 2007, Epic acquired Carnrite for 4,850,844 shares of its
common stock valued at $16,007,785. Of these 4,850,844 shares, 1,673,034 shares
were awarded to key employees of Carnrite as retention shares. These shares will
be required to be returned to the Company if the employees voluntarily terminate
their employment prior to March 28, 2009. In accordance with EITF No. 95-8
"Accounting for Contingent Consideration Paid to the Shareholders for an
Acquired Enterprise in a Business Combination", the contingent consideration is
considered additional purchase price consideration.

On December 5, 2007, the Company acquired Pearl for 1,786,240 shares of
its common stock and cash of $19,020,000.

On February 20, 2008, Epic completed the acquisition of Epic Integrated
Solutions, LLC, an unaffiliated entity, for cash and 1,000,000 shares of its
restricted common stock. The effective date of the acquisition was January 1,
2008. At closing, Epic paid $600,000, issued 1,000,000 shares of its common
stock to three owners of Epic Integrated and paid acquisition costs of $267,000.
An additional $1,400,000 will be paid to the three owners in periodic
installments during 2008 and 2009. In accordance with EITF No. 95-8 "Accounting
for Contingent Consideration Paid to the Shareholders for an Acquired Enterprise
in a Business Combination", the contingent consideration is considered
additional purchase price consideration. The consolidated statement of
operations includes the operations of Epic Integrated for the period from
January 1, 2008 through June 30, 2008.

The aggregate purchase price of Epic Integrated was $3,317,000 and
consisted of 1,000,000 shares of common stock valued at $1.05 per share, the
closing price on the day of acquisition, a note in the amount of $1,400,000 to
be paid in 18 months (see Note 7), $600,000 of cash and acquisition costs of
$267,000. The following table presents the allocation of the purchase price to
the assets acquired and liabilities assumed, based on fair values (in
thousands):

Amount

Cash $ 635
Receivables from clients 233
Property and equipment 117
Other assets 5
Goodwill and intangible asset 2,405
----------
Total assets acquired 3,395
----------
Accounts payable $ 73
Accrued liabilities 5
-------------

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

Total liabilities assumed 78
------------
Net assets acquired $ 3,317
=========

Summarized below is the unaudited pro forma statement of operations for
the Company for the three and six months ended June 30, 2007 had the
acquisitions of Carnrite, Pearl and Epic Integrated taken place as of January 1,
2007, expressed in thousands except for share amounts:

Six Months
Three Months Ended Ended June
June 30, 2007 30, 2007
------------------ ------------

Revenues $11,324 $32,236
Operating expenses 11,420
24,467
Other income (expense) (1,933) (1,936)
------------ ------------
Net income (loss) $ (2,029) $ 5,833
============ ============
Net increase (loss) loss per share $ (0.06) $ 0.11
============ ============

The unaudited pro forma information is presented for informational
purposes only and is not necessarily indicative of the results of operations
that actually would have been achieved had the acquisitions been consummated as
of that time, nor is it intended to be a projection of future results.

The acquisitions and related transactions were treated as a purchase
business combination for accounting purposes, and Carnrite's, Pearl's and Epic
Integrated's assets acquired and liabilities assumed were recorded at their fair
value. The allocations of the purchase price to Carnrite's, Pearl's and Epic
Integrated's assets and liabilities are only preliminary allocations based on
estimates of fair value and will change when the actual fair values are
determined. Among the provisions of SFAS No. 141, criteria have been established
for determining whether intangible assets should be recognized separately from
goodwill. The Company has not made that determination as of June 30, 2008. The
Company is currently in the process of assessing the intangibles to be
recognized separately from goodwill.

3. Goodwill and Other Intangible Assets

Approximately $36.5 million of the purchase price related to the Carnrite,
Pearl and Epic Integrated acquisitions has been allocated to goodwill. Goodwill
represents the excess of the purchase price over the fair value of the net
tangible assets. In accordance with SFAS No. 142, Goodwill and Other Intangible
Assets, goodwill is not amortized but instead tested for impairment at least
annually (more frequently if certain indicators are present). In the event that
management determines that the value of the goodwill has become impaired, the
company will incur an accounting charge for the amount of the impairment during
the quarter in which the determination is made. The company has engaged a firm
to conduct an evaluation to determine if any impairment to goodwill exists. This
review is expected to be completed by the end of the third quarter 2008. There
was no impairment of goodwill as of December 31, 2007. During the three months

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

ended June 30, 2008, approximately $1.2 million of additional goodwill was
recorded due to additional acquisition costs incurred related to the Pearl and
Epic Integrated acquisitions. Also see Note 2.

4. Other Mineral Reserves

Our proved oil and gas properties in Kansas contain Helium reserves
estimated at between 1% and 2% of the proved gas reserves of the property.
Installation of Nitrogen Rejection Units (NRU) to remove Nitrogen and harvest
the Helium from the field is in the final stages of manufacturing and
installation. The third party contracted to build, install and operate the NRU
units estimates the installation of the units to be completed in the latter part
of August of 2008. Capital costs to build, install and operate the NRU units
will be the responsibility of the third party company in exchange for a
percentage of the produced natural gas and Helium.

5. Oil and Gas Properties

In December 2006 Epic acquired a 100% working interest (approximately 82%
net revenue interest) in 28,600 acres in Rush County, Kansas. Located on the
acreage were 58 producing gas wells with total proved reserves at December 31,
2006 of 3,717 barrels of oil and 2,793,000 Mcf of gas. The acreage and wells
were acquired for $100,000 in cash, a $2,500,000 loan from the sellers of the
property and 3,200,000 shares of Epic's common stock valued at $8,480,000 using
the closing price of Epic's common stock at the inception of the agreement. We
based the value of the offer on a 2005 engineering reserve report which showed a
value of $10.5 million. As of June 30, 2008, the Company had recorded $5,259,845
of ceiling test impairments to the Kansas properties. The Company recorded no
depletion expense on these properties for the quarters ended June 30, 2008 and
2007 due to lack of production attributable to a shut in gas plant.

In December 2006 Epic acquired a 50% working interest (approximate 40% net
revenue interest) in 6,000 acres in Kay County, Oklahoma. Located on the leased
acreage were one producing gas well and six shut-in gas wells. For its interest
in this prospect, Epic paid $50,000 in cash and issued 3,846 shares of its
common stock to the sellers valued at $10,000 using the closing price of Epic's
common stock at the inception of the agreement. The three initial test wells
were worked over and have been found to be uneconomical. Epic will decline
participation in future wells associated within the 6,000 acres in Kay County,
Oklahoma.

6. Property and Equipment

Property and equipment consisted of the following, in thousands:

June 30, 2008 December 31, 2007
------------- -----------------

Computer equipment $ 2,540 $ 859
Airplane 4,633 4,633
Office furniture and equipment 782 577

Construction in progress 294 2,103
Vehicles 2,622 2,221
Leasehold improvements 1,456 316
---------- -----------
12,327 10,709
Less accumulated depreciation
and amortization (1,017) (112)
----------- -----------
Total property and equipment $ 11,310 $ 10,596
=========== ===========

Depreciation expense for the six months ended June 30, 2008 and 2007 amounted to
$905 and $0, respectively.

7. Long-Term Debt

In December 2006, Epic borrowed $2,500,000 secured by the Rush County
Kansas property. The note is for a term of 42 months and bears annual interest
of 10%. The monthly principal and interest payment of this note is approximately
$72,000. Pursuant to the note agreement, if the cash flow from the property is
less than the monthly principal and interest payment, the deficit is added to
the principal amount of the note. If the cash flow from the property is greater
than the monthly principal and interest, the additional amount reduces the
principal of the note. Under these terms, during the six month period ended June
30, 2008 and 2007, Epic incurred $261,645 and $122,555, respectively in lease
operating expenses associated with the Rush County property as the property had
no production during the six month period then ended. Expenses are paid by the
lender and due to the lack of revenue in the current quarter these expenses
resulted in an increase in the note. According to the terms of the loan $261,645
has been added to the principal balance of the loan for the six months ended
June 30, 2008, due to expenses being greater than revenues generated by the
wells. At June 30, 2008, the principal balance of the loan was $3,016,970.

In December 2007, Epic issued $20,250,000 of 10% Secured Debentures
("Debentures"). The Debentures are due on December 5, 2012, with interest
payable quarterly on January 1, April 1, July 1 and October 1 and are secured by
liens on all of the Company's assets. Beginning December 1, 2008, the Company is
required to make quarterly principal payments of $1,265,625. Any overdue accrued
and unpaid interest shall result in a late fee at an interest rate equal to the
lesser of 18% per annum or the maximum rate permitted by law. Prepayment is not
allowed without prior written consent of the holders. The purchasers of the
notes also received warrants which entitle the holders to purchase up to
15,954,545 shares of the Company's common stock at $1.65 per share. Under the
Black Scholes method using an expected life of five years, volatility of 72% and
a risk-free interest rate of 3.28%, the Company determined the warrants
associated with the debentures had a fair value of $13,085,380 as of the date of
the transaction. Such amount was recorded as additional paid in capital with a
corresponding amount recorded as a debt discount associated with the debentures.
The debt discount is being amortized to interest expense over the life of the
debentures, which mature on December 1, 2012. A total of $1,408,571 of debt
discount was amortized to interest expense for the six months ended June 30,
2008.

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

In connection with the Epic Integrated acquisition, we recorded a
$1,400,000 note which will be paid to the three owners in periodic installments
during 2008 and 2009. At June 30, 2008, $900,000 of this note is included in the
current portion of long term debt on the consolidated balance sheets.

Debt consists of the following:

June 30, December 31,
(In thousands) 2008 2007
--------- ------------

Note payable secured by properties acquired $9,656 $ 9,766
Note payable in connection with Epic
Integrated acquisition 1,400 -
10% Debentures 20,250 20,250
---------- ---------
Total debt 31,306 30,016
Less current maturities 6,300 3,208
--------- ----------
Total long-term debt $25,006 $ 26,808
======= ========

8. Earnings Per Share

Earnings per share data for all periods presented have been computed
pursuant to SFAS No. 128, "Earnings Per Share" that requires a presentation of
basic earnings per share (basic EPS) and diluted earnings per share (diluted
EPS). Basic EPS excludes dilution and is determined by dividing income available
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted EPS reflects the potential dilution that
could occur if securities and other contracts to issue common stock were
exercised or converted into common stock. As of June 30, 2008, we had
outstanding options covering an aggregate of 2,516,000 shares of common stock
and outstanding warrants covering an aggregate of 23,648,631 shares of common
stock. Both the outstanding options and warrants are excluded from our
computation of diluted EPS as they would be anti-dilutive.

9. Stockholders' Equity

During the three months ended June 30, 2008, Epic issued 92,906 shares of
common stock for services and compensation that was expensed during the quarter
ended June 30, 2008. The stock was valued at the price on the date of issuance
for a total of approximately $68,000. The shares were included in the
calculation of weighted average shares outstanding for the quarter ended June
30, 2008.

On January 17, 2008, 25,000 stock options were issued to each member of
the Board of Directors with a strike price equal to the closing price of Epic
common stock on January 17, 2008 and an expiration date of January 17, 2018. The
options vested immediately and approximately $277,000 was expensed during the
six months ended June 30, 2008.

EPIC ENERGY RESOURCES INC
Notes to Consolidated Financial Statements
(unaudited)

On February 11, 2008, 200,000 stock options were issued to the Chief
Financial Officer with an exercise price of $1.02 per share and an expiration
date of February 11, 2018. The options vest over a three year period from date
of issuance. Compensation expense related to these options of $20,753 was
recorded in the six months ended June 30, 2008. The fair value of the options
above was estimated on the date of grant using the Black-Scholes pricing model.
The company used the following assumptions in determining fair values of the
above options:

o Dividend yield 0.0%
o Expected volatility 98.4%
o Risk-free interest rate 2.5%
o Expected life (years) 10

On February 20, 2008, the Company acquired Epic Integrated for cash and
1,000,000 shares of its common stock. The 1,000,000 shares were shares issued to
Epic Integrated's owners. The shares issued to each owner will vest over a three
year period. All or a portion of the shares issued to each officer will be
forfeited and be returned to the Company if the officer voluntarily terminates
his or her employment prior to February 20, 2011.

10. Legal Proceedings

From time to time, we may be involved in litigation or
administrative proceedings relating to claims arising out of our operations in
the normal course of business. We are not aware of any pending of threatened
legal proceedings that, if determined in a manner adverse to us, could have a
material adverse effect on our business and operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The discussion in this section contains forward-looking statements. These
statements relate to future events or our future financial performance. We have
attempted to identify forward-looking statements by terminology such as
"anticipate," "believe," "can," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "should," "would" or "will" or
the negative of these terms or other comparable terminology, but their absence
does not mean that a statement is not forward looking. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, which could cause our actual results to differ from those projected in
any forward-looking statements we make. See "Risk Factors" in Part I, Item 1A of
this report for a discussion of some of these risks and uncertainties. This
discussion should be read with our financial statements and related notes
included elsewhere in this report.

Overview

We merged with a public company shell in April 2006 and commenced
operations in September 2006. We acquired certain producing oil and gas
properties in December 2006 which have been shut-in since January 2007. We
acquired The Carnrite Group ("Carnrite") in August 2007 and Pearl Investment
Company ("Pearl") in December 2007. Our revenues from Carnrite and Pearl are
principally derived from consulting and engineering services to the oil, gas and
energy industry. Carnrite's management consulting services provide content rich
advice to keep companies engaged in the oil and gas sector competitive in the
global market. Pearl provides engineering and consulting services focused on the
design, build, operations, maintenance, and development of upstream oil and gas
assets including associated gathering, compression and processing facilities..
In February 2008, we acquired Epic Integrated Services LLC, a provider of
personnel training, documentation and data management to the oil, gas and energy
industry. With respect to this discussion, the terms "Epic," "Company", "we,"
"us," and "our" refer to Epic Energy Resources, Inc. and our wholly-owned
subsidiaries.

Significant Developments

On February 20, 2008, Epic acquired Epic Integrated Solutions, LLC ("Epic
Integrated") or ("EIS"), an unaffiliated entity, for cash and 1,000,000 shares
of its restricted common stock. At closing, Epic paid $600,000 in cash, issued
1,000,000 shares of its common stock to the three owners of Epic Integrated, and
paid acquisition costs of $267,000. An additional $1,400,000 will be paid to the
three owners in periodic installments during 2008 and 2009. In accordance with
EITF No. 95-8 "Accounting for Contingent Consideration Paid to the Shareholders
for an Acquired Enterprise in a Business Combination", the contingent
consideration is considered additional purchase price consideration.

During 2007, Epic acquired two significant companies (Carnrite and Pearl)
that have increased our annualized consulting revenues substantially. These
companies generated pro forma annual revenues for 2007 of approximately $59.3
million. In early 2008, we acquired an additional company (Epic Integrated)
which generated 2007 revenues of approximately $2.9 million. As a result, our
operations are principally related to consulting and related services to the

energy industry. We plan to continue to search for opportunities to co-invest
with our clients or purchase underperforming producing oil and gas properties
and utilize our expanded service capabilities to enhance production from these
acquisitions. We also plan to strategically co-invest with our clients or take
up to 100% working interest in surface infrastructure projects where we are
contracted to design, build and operate gathering, compression and/or processing
facilities.

During 2007, Epic raised over $28.9 million in debt and equity capital to
fund our acquisitions and operations. In addition, Epic issued over 4.7 million
shares of our common stock in conjunction with these acquisitions.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements. The preparation
of these financial statements requires us to make estimates and assumptions that
affect the reported amounts. On an ongoing basis, we evaluate our estimates,
including those related to bad debts, inventories, intangible assets, assets
held for sale, long-lived assets, income taxes, and contingencies and
litigation. We base our estimates on historical experience and on various other
assumptions and factors that we believe to be reasonable under the
circumstances. Based on our ongoing review, we make adjustments we consider
appropriate under the facts and circumstances. The accompanying condensed
consolidated financial statements are prepared using the same critical
accounting policies discussed in our 2007 Annual Report on Form 10-KSB.

Operating Activities

Because Epic had minimal operations until the acquisition of Carnrite in
August 2007, Epic's historical operating results and period to period
comparisons are not significant until 2007. All increases in Epic's revenues and
expenses between 2008 and 2007 are associated with the acquisitions of Carnrite
and the Pearl Investment Company. The results of operations for the six months
ended June 30, 2008 include the historical results of Epic Integrated Solutions
from and after January 1, 2008.

Expenses which are directly related to oil and gas production are charged
to lease operating expenses. All other expenses (except depletion, accretion and
impairment), whether they relate to consulting services or oil and gas
exploration/development, are recorded as general and administrative expenses.

Epic grew significantly in 2007 through the acquisitions of Carnrite and
Pearl. In February 2008, we acquired Epic Integrated Solutions and we expect to
continue an aggressive acquisition plan in the foreseeable future. We plan to
strategically continue our growth in geographic regions where our engineering
expertise is our strength, such regions including the Rocky Mountains, Texas,
Oklahoma and Kansas. As we build our infrastructure, we expect to expand our
service region throughout the United States and into foreign countries that are
seeking our expertise.

As of July 31, 2008, Epic's backlog for consulting services to be provided
in the future was approximately $45.8 million. This compares with a combined
backlog of approximately $19.0 million as of July 31, 2007. We believe demand
for our services remains strong and will continue to increase as we expand our
service regions throughout 2008. This backlog could change due to macro economic
market activity and customer demand changes.

We plan to continue our search for underperforming oil and gas producing
assets where we believe our engineering expertise can improve production. Oil
prices have recently risen to over $135 a barrel. As a result, enhanced recovery
projects have become more economically feasible.

Three Months ended June 30, 2008 compared with Three Months ended June 30,
2007

Revenues were approximately $16.6 million for the quarter ended June 30,
2008 compared with approximately $28,931 for the quarter ended June 30, 2007.
The increase of $16.6 million was primarily the result of the acquisitions of
Carnrite in August 2007, Pearl in December 2007, and Epic Integrated effective
January 1, 2008.

Operating Expenses were approximately $18.7 million for the quarter ended
June 30, 2008 compared with approximately $1.8 million for the quarter ended
June 30, 2007 resulting in an increase of approximately of $16.9 million. This
increase was primarily the result of the acquisitions of Carnrite in August
2007, Pearl in December 2007 and Epic Integrated effective January 1, 2008,
partially offset by a reduction in impairment of oil and gas properties.

Loss from Operations was approximately $2.2 million for the quarter ended
June 30, 2008 and $1.8 million for the quarter ended June 30, 2007.

Other Income (Expense) was approximately $(1.7) million for the quarter
ended June 30, 2008 compared with approximately $(43,500) for the quarter ended
June 30, 2007, an increase of $1.6 million. The increase was primarily due to
interest expense and debt discount amortization associated with the acquisition
of Pearl in December of 2007.

Net Loss was $3.8 million or $.09 per share for the quarter ended June 30,
2008 compared with $1.8 million or $.06 per share for the quarter ended June 30,
2007 resulting in an increased loss of $2.0 million. One of the primary reasons
for the net loss in 2008 was the $1.4 million of interest expense for the second
quarter of 2008.
Six Months ended June 30, 2008 compared with Six Months ended June 30, 2007

Revenues were approximately $34.0 million for the six months ended June
30, 2008 compared with approximately $105,000 for the six months ended June 30,
2007. The increase of $33.9 million was primarily the result of the acquisitions
of Carnrite in August 2007, Pearl in December 2007 and Epic Integrated effective
January 1, 2008.

Operating Expenses were approximately $36.1 million for the six months
ended June 30, 2008 compared with approximately $2.3 million for the six months
ended June 30, 2007 resulting in an increase of approximately $33.7 million.

This increase was primarily the result of the acquisitions of Carnrite in August
2007, Pearl in December 2007 and Epic Integrated in February 2008.

Loss from Operations was approximately $2.0 million for the six months
ended June 30, 2008 compared with a loss from operations of approximately $2.2
million for the six months ended June 30, 2007 resulting in increased income of
$175,000. This increase was primarily the result of losses suffered by Pearl and
Epic Integrated.

Other Income (Expense) were approximately $(3.0) million for the six
months ended June 30, 2008 compared with approximately $(74,000) for the six
months ended June 30, 2007, an increase of $3.0 million. The increase was
primarily due to interest expense and debt discount amortization associated with
the acquisition of Pearl in December of 2007.

Net Loss was $5.1 million or $.12 per share for the six months ended June
30, 2008 compared with $2.3 million or $.05 per share for the six months ended
June 30, 2007 resulting in an increased loss of $2.8 million. One of the primary
reasons for the net loss in 2008 was the $3.1 million of interest expense for
the first six months of 2008.

Liquidity and Capital Resources

Between October 2006 and April 2007 Epic raised $1,414,700, net
commissions, from the sale of 1,455,100 shares of its common stock, plus 491,500
Series A warrants and 963,600 Series B warrants, to private investors. The
Series A warrants expired on December 31, 2007. Each Series B Warrant entitles
the holder to purchase one share of Epic's common stock at a price of $2.50 per
share at any time prior to October 31, 2009.

On December 5, 2007 Epic sold 4,406,334 shares of its common stock to a
group of private investors for gross proceeds of $6,609,500, or $1.50 per share.
The investors also received warrants which entitle the holders to purchase up to
4,406,334 shares of the Company's common stock. The warrants are exercisable at
a price of $1.50 per share and expire on December 5, 2012.

On December 31, 2007 Epic sold an additional 1,023,001 shares of its
common stock to a group of private investors for gross proceeds of $1,534,502 or
$1.50 per share. The investors also received warrants which entitle the holders
to purchase up to 1,023,001 shares of Epic's common stock. The warrants are
exercisable at a price of $1.50 per share and expire on December 5, 2012.

On December 5, 2007 Epic also sold notes in the principal amount of
$20,250,000 to a second group of private investors. The notes bear interest of
10% per year. The notes are due and payable on December 5, 2012 and are secured
by liens on all of Epic's assets. The purchasers of the notes also received
Series D warrants which entitle the holders to purchase up to 15,954,545 shares
of Epic's common stock. The warrants are exercisable at a price of $1.65 per
share and expire on December 5, 2012. Interest on the notes is payable quarterly
with the first interest payment due on January 1, 2008. Beginning December 1,

2008 Epic is required to make quarterly payments of $1,265,625 toward the
principal amount of the notes in cash or in kind.

Operating activities provided cash of $1.5 million during the six months
ended June 30, 2008 compared with approximately $504,000 of cash used in
operations during the six months ended June 30, 2007. We had a net loss for the
six months ended June 30, 2008 of $5.1 million which was offset by changes in
assets and liabilities of $2.6 million. In addition we had $934,287 of non-cash
depreciation and depletion during the six months, $873,735 of expense for shares
issued for compensation and $462,000 expense for bad debts. For the six months
ended June 30, 2007, we had a net loss of $2.3 million which was offset by $1.3
million in impairment of oil and gas properties, changes in assets and
liabilities of approximately $203,000 and non-cash expenditures of approximately
$232,000 for the expense of shares issued for compensation.

During the six months ended June 30, 2008, we had investing activities
that provided cash of $.4 million principally as a result of the decrease in
restricted cash of $3.2 million offset by acquisition of equipment of $1.5 and
$1.1 million of additional acquisition costs related to Epic Integrated and
Pearl. During the quarter ended June 30, 2007, we had no investing activities.

We had $3.9 million of cash flows used in financing activities during the
six months ended June 30, 2008 primarily as a result of the decrease in bank
overdrafts of $3.4 million. We had cash provided by financing activities of
approximately $.4 million during the six months ended June 30, 2007 principally
due to the issuance of $.5 of common stock during that quarter.

As of June 30, 2008, we had working capital of $(319,282) compared with
working capital of $7.6 million at December 31, 2007. Average collection of
accounts receivable was approximately 87 days.

Epic expects that its gas wells will begin producing again by the latter
part of August 2008, which will provide additional cash to fund its operations.
As a result of the acquisition of Carnrite, Pearl and EIS and the anticipated
production from its shut-in gas wells in the latter part of August 2008 Epic
believes that cash provided by its operations will satisfy its future capital
and debt service requirements.

Contractual Commitments

There have been no material changes to Epic's contractual commitments
during the first quarter. Please see Note 7 to the accompanying financial
statements for a more information on Epic's debt position, and Epic's Annual
Report on Form 10-KSB for December 31, 2007 for a complete discussion of Epic's
lease obligations.

Except for the commitments arising from its operating leases arrangements,
Epic has no other off-balance sheet arrangements that are reasonably likely to
have a material effect on its financial statements.

ITEM 4T. CONTROLS AND PROCEDURES

Rex Doyle, Epic's Chief Executive Officer and Michael Kinney, Epic's Chief
Financial Officer, evaluated the effectiveness of Epic's disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934)
as of the end of the period covered by this report. Based upon that evaluation,
Mr. Doyle and Mr. Kinney concluded that there was a material weakness in Epic's
internal controls in that procedures were not effective to ensure that
information required to be disclosed by Epic in the reports that it files or
submits under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

Epic added a Chief Financial Officer and Controller during the first
quarter of 2008. Epic also commenced the risk assessment, controls
documentation, controls analysis and controls testing as required by Section 404
of the Sarbanes-Oxley Act of 2002. In addition, Epic made substantial progress
in converting its accounting and production processes to the Microsoft Dynamics
AX enterprise system. The foregoing should improve Epic's internal control over
financial reporting in the future.

There were no changes in Epic's internal controls over financial reporting
that occurred during the quarter ended June 30, 2008 that have affected, or are
reasonably likely to materially affect, Epic's internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation or administrative
proceedings relating to claims arising out of our operations in the normal
course of business. We are not aware of any pending or threatened legal
proceedings that, if determined in a manner adverse to us, could have a material
adverse effect on our business and operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 20, 2008, Epic acquired Epic Integrated Solutions, LLC, an
unaffiliated entity, for cash of $600,000 and 1,000,000 shares of its restricted
common stock. Additional amounts will be paid to the three owners of Epic
Integrated Solutions in periodic installments during 2008 and 2009.

During the three months ended June 30, 2008 Epic issued 92,906 shares of its
common stock to an unrelated third party for services rendered.

Epic relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 with respect to the issuance of these shares. The persons who acquired
these shares were sophisticated investors and were provided full information
regarding Epic. There was no general solicitation in connection with the offer
or sale of these securities. The persons who acquired these shares acquired them
for their own accounts. The certificates representing these shares bore a
restricted legend providing that they cannot be sold except pursuant to an
effective registration statement or an exemption from registration. No
commission or other form of remuneration was given to any person in connection
with the issuance of these shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Epic has scheduled a conference call for 10:00 a.m. Eastern Time on Friday,
August 15, 2008, to discuss Epic's second quarter 2008 results of operations.

You can attend the conference call via telephone by dialing (303) 262-2137 and
asking for the Epic call at least 10 minutes prior to the start time, or by
logging on to the website at the address below:

http://www.1epic.com. The webcast can be accessed from Epic's investor
relations home page.

ITEM 6. EXHIBITS

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

EPIC ENERGY RESOURCES, Inc
(Company)

August 14, 2008 /s/ Rex Doyle
--------------------------------------
Chief Executive Officer

August 14, 2008 /s/ Michael Kinney
--------------------------------------
Chief Financial Officer and
Principal Accounting Officer