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SEC Comment Letter for EP GLOBAL COMMUNICATIONS INC (CIK 0001113947) — Aug 15, 2005

EP GLOBAL COMMUNICATIONS INC (CIK 0001113947)
Date: Aug. 15, 2005 · CIK: 0001113947 · Accession: 0000000000-05-042027

AI Filing Summary & Sentiment

Date
August 15, 2005
Author
David R. Humphrey
Form
UPLOAD
Company
EP GLOBAL COMMUNICATIONS INC (CIK 0001113947)

Letter

August 15, 2005 BY U.S. MAIL and FACSIMILE [ (814) 361 - 3861 ] Mr. Joseph Valenzano, Jr. President and Chief Executive Officer EP GLOBAL COMMUNICATIONS, INC. c/o Exceptional Parent Magazine 551 Main Street Johnstown, Pennsylvania 15901

Re: EP Global Communications, Inc. Item 4.02 Form 8-K Filed August 9, 2005 File No. 0-30797

Dear Mr. Valenzano:

We have reviewed the above referenced filing for compliance with the requirements with respect to the Item 4.02 disclosures of the Form 8-K. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted via EDGAR, under the label "corresp," within 5 business days of the date of this letter, along with filing the amendment to the Item 4.02 Form 8-K within this same 5 business day period. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Joseph Valenzano, Jr. EP Global Communications, Inc. August 15, 2005 Page 2

Item 4.02 of Form 8-K

1. Expand the disclosure to indicate that your board of directors concluded that the financial statements for the year ended December 31, 2004 as issued in your annual report on Form 10-KSB should no longer be relied upon. See Item 4.02(a)(1) of the Form 8-K.

2. Also, expand the disclosure to indicate whether an audit committee or the board of directors or authorized officer or officers discussed the matter with your registered independent accountants. See Item 4.02(a)(3) of the Form 8-K.

Other

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the disclosure in the filing;

* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Joseph Valenzano, Jr. EP Global Communications, Inc. August 15, 2005 Page 3

Closing

You may contact Ms. Beverly A. Singleton, Staff Accountant, at (202) 551-3328 if you have questions regarding the above matters. Please contact me at (202) 551-3211 with any other questions.

Sincerely,
David R. Humphrey
Accounting Branch Chief

Show Raw Text
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Mail Stop 3561

								August 15, 2005

BY U.S. MAIL and FACSIMILE  [ (814) 361 - 3861 ]

Mr. Joseph Valenzano, Jr.
  President and Chief Executive Officer
EP GLOBAL COMMUNICATIONS, INC.
c/o Exceptional Parent Magazine
551 Main Street
Johnstown, Pennsylvania  15901

	Re:	EP Global Communications, Inc.
		Item 4.02 Form 8-K
		Filed August 9, 2005
		File No. 0-30797

Dear Mr. Valenzano:

	We have reviewed the above referenced filing for compliance
with
the requirements with respect to the Item 4.02 disclosures of the
Form 8-K.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted via EDGAR, under the label "corresp," within 5
business days of the date of this letter, along with filing the
amendment to the Item 4.02 Form 8-K within this same 5 business
day
period.  Please note that if you require longer than 5 business
days
to respond, you should contact the staff immediately to request
additional time.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Joseph Valenzano, Jr.
EP Global Communications, Inc.
August 15, 2005
Page 2

Item 4.02 of Form 8-K

1. Expand the disclosure to indicate that your board of directors
concluded that the financial statements for the year ended
December
31, 2004 as issued in your annual report on Form 10-KSB should no
longer be relied upon.  See Item 4.02(a)(1) of the Form 8-K.

2. Also, expand the disclosure to indicate whether an audit
committee
or the board of directors or authorized officer or officers
discussed
the matter with your registered independent accountants.  See Item
4.02(a)(3) of the Form 8-K.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Joseph Valenzano, Jr.
EP Global Communications, Inc.
August 15, 2005
Page 3

Closing

	You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 551-3328 if you have questions regarding the above matters.
Please contact me at (202) 551-3211 with any other questions.

								Sincerely,

								David R. Humphrey
								Accounting Branch Chief

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