To the extent applicable, the contents of Item 5.02 below are incorporated into this Item 3.02 by reference.

Effective September 4, 2008, as a result of the dedication, commitment, hard work and various services performed on behalf of the Company, Epic Energy Resources, Inc. (the "Company"), granted to each of Rex P. Doyle and John S. Ippolito (collectively, the "Grantees") 1,500,000 restricted shares (the "Restricted Shares") of common stock of the Company set forth below, in the amounts and upon the terms shown below:

Name                 Shares issued Issue Date 100% Vesting
Rex P. Doyle (1)     300,000       12/13/2008 12/13/2012
Rex P. Doyle (1)     300,000       12/13/2009 12/13/2012
Rex P. Doyle (1)     300,000       12/13/2010 12/13/2012
Rex P. Doyle (1)     300,000       12/13/2011 12/13/2012
Rex P. Doyle (1)     300,000       12/13/2012 12/13/2012
John S. Ippolito (2) 300,000       12/13/2008 12/13/2012
John S. Ippolito (2) 300,000       12/13/2009 12/13/2012
John S. Ippolito (2) 300,000       12/13/2010 12/13/2012
John S. Ippolito (2) 300,000       12/13/2011 12/13/2012
John S. Ippolito (2) 300,000       12/13/2012 12/13/2012

(1) Chief Executive Officer and director of the Company
(2) President of the Company

The Restricted Shares will be subject to the following restrictions: (1) If either of the Grantees voluntarily terminates his employment with the Company before December 13, 2012, or is terminated for cause by the Company before December 13, 2012, such Grantee will forfeit 100% of the Restricted Shares and such shares will be returned to the Company's treasury; (2) the Grantees may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of any of the Restricted Shares until December, 13, 2012; and (3) certain securities law restrictions on transferability.

In the event of a "change of control," as defined below, the Restricted Shares will be automatically issued and vested as of the date of the change of control. A change in control is defined to include (1) any person or group becoming the beneficial owner, directly or indirectly, of 30% or more of the outstanding voting stock of the Company, (2) the stockholders of the Company approve a merger, combination or consolidation of the Company with any other entity resulting in the voting securities of the Company immediately prior to the transaction representing less that 51% of the merged, combined or consolidated securities, (3) any transaction (or combination of transactions) is consummated for the sale, disposition or liquidation of at least 50% of the Company's net assets, or (4) the election of one-third of the members of the Company's Board of Directors proposed by any party or group nominating directors in opposition to the directors nominated by the Company.

These issuances were granted based on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) each of the Grantees is an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Grantees were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and
(v) the Grantees received "restricted securities."