SEC Comment Letter for EP GLOBAL COMMUNICATIONS INC (CIK 0001113947) — Aug 19, 2005
EP GLOBAL COMMUNICATIONS INC (CIK 0001113947)
Date: Aug. 19, 2005 · CIK: 0001113947 · Accession: 0000000000-05-042993
AI Filing Summary & Sentiment
File numbers found in text: 000-30797
Referenced dates: July 26, 2005
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August 18, 2005
Zip+4 Code: 20549-0305
Via Fax & U.S. Mail
EP Global Communications, Inc.
Robert Salluzzo- COO/CFO
551 Main Street
Johnstown, PA 15901
Re: EP Global Communications, Inc. (the "Company")
Form 10-KSB/A for the Year Ended December 31, 2004
Form 10-QSB for the Quarterly Period Ended
June
30, 2005
File No. 000-30797
Dear Mr. Salluzzo:
We have reviewed your response letter dated July 26, 2005
and
have the following comments. Where indicated, we think you should
revise your in response to these comments. If you disagree, we
will
consider your explanation as to why our comments are not
applicable
or a revision is unnecessary. We also ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary. We look forward to working
with
you in these respects and welcome any questions you may have about
any aspects of our review.
Form 10-KSB/A for the Year Ended December 31, 2004
General
1. Please revise your Form 10-KSB/A to comply with Rule 12(b)-15
of
the Exchange Act, which requires the complete text of each item,
as
amended, to be set forth in an amended filing.
Item 6- Management Discussion and Analysis
Liquidity, page 12
2. In your next amendment, please expand your liquidity and going
concern disclosures to discuss the consequences should you not be
able to repay, refinance or extend the debt that is coming due in
the
short term.
Item 7- Financial Statements
Consolidated Statement of Operations, page F-5
3. Please tell us what type of revenue is included in the "Other
revenue" caption on your consolidated statements of operations.
Note 1- Description of Business and Summary of Significant
Accounting
Policies
4. We note your response to our prior comment #6. In this regard,
please tell us and revise your financial statement disclosures to
define list rental revenue. Additionally, you state that you
recognize revenues "for the most part" in the period of billing.
Supplementally, tell us why you believe it is appropriate to
recognize revenues at the time of billing. Further, tell us
whether
there were any billings that took place prior to the use of the
list
rentals at December 31, 2004 and December 31, 2003, as well as the
dollar amount for any such transactions.
5. Supplementally tell us how you classified list rental income on
your consolidated statements of operations.
10-QSB for the Quarterly Period Ended June 30, 2005
Item 1- Financial Statements
Note 5- Common Stock, page 16
6. Tell us the consideration received for the issuance of the
2,000,000 shares held in escrow as security. If no consideration
was
received, such shares may not be validly issued and, therefore,
they
could not serve as security for the $140,000 short-term note
payable
on demand to an individual.
As appropriate, please revise your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
You may contact Juan Migone at (202) 551-3312 or undersigned
at
(202) 551-3211 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
David R. Humphrey
Branch Chief-Accountant
Via facsimile: Robert Salluzzo
(814) 361-3861
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Robert Salluzzo
EP Global Communications, Inc.
August 18, 2005
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