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SEC Company Response from EP GLOBAL COMMUNICATIONS INC (CIK 0001113947) — Aug 5, 2005

EP GLOBAL COMMUNICATIONS INC (CIK 0001113947)
Date: Aug. 5, 2005 · CIK: 0001113947 · Accession: 0001065943-05-000019

AI Filing Summary & Sentiment

File numbers found in text: 000-30797

Date
August 5, 2005
Author
Not clearly detected
Form
CORRESP
Company
EP GLOBAL COMMUNICATIONS INC (CIK 0001113947)

Letter

Exceptional Parent Magazine 551 Main Street Johnstown, PA 15901 Toll Free: (800) 372-7368 Tel: (814) 361-3860 Fax: (814) 361-3861 WWW.EPARENT.COM August 5, 2005 Mr. David R. Humphrey Branch Chief - Accountant Securities and Exchange Commission Washington, DC 20549-0305

RE: EP Global Communications, Inc. Form 10-KSB for the Year Ended December 31, 2004 Form 10-QSB for the Quarterly Period Ended March 31, File Number 000-30797

Dear Mr. Humphrey,

EP Global Communications, Inc. ("Company") has received a comment letter from the SEC under date of July 26, 2005. As requested in such letter, the Company herewith provides responses to the questions raised by staff. For convenience, the matters are listed below, followed by the Company's responses.

Form 10-KSB for the period ended December 31, 2004

Item 6 - Management Discussion and Analysis of Financial Condition and Results of Operations

Liquidity, page 12

1. Your disclosures indicate that you have initiated a private placement memorandum to raise up to $2 million. Please expand your disclosures to discuss the potential consequences to your business if (for whatsoever reason) you are unable to successfully complete the private placement and how you plan to meet your obligations in the absence of this financing.

The Company will file an amended Form 10-KSB for the year ended December 31, 2004 on approximately August 10, 2005. The amendment will contain the following disclosure:

"...In March 2005 the Company initiated a private placement memorandum to raise up to $2,000,000 through the issuance of a 6% convertible debenture (conversion at $0.50 per share into the common stock of the Company). The primary use of proceeds from this private placement is intended to fund the Company's expansion strategy that includes certain acquisitions in addition to

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005 PAGE 2

paying down existing debt. Were the Company, for any reason, to be unable to raise the entire $2,000,000 contemplated, or any portion thereof, it would reduce proportionately its acquisition plans to reflect the actual level of funding achieved while attempting to also pay down debt in a manner that is also proportionate to the actual level of funding achieved....

Results of Operations, page 13

2. As discussed in our most recent Interpretive Release about Management's Discussion and Analysis, one of the primary objectives in preparing this section should be to provide a narrative explanation of the financial statements that enables investors to see the company through the eyes of management. Identifying the effects of trends, events, demands, commitments and uncertainties alone, without describing the reasons underlying these effects may not provide the reader with sufficient insight. Please refer to FR-72 (Release 33-8350) for guidance and revise your future filings accordingly.

The Company notes the Staff comment and, as requested, will revise its filings beginning with the Form 10-SB for the quarter ended June 30, 2005.

Item 7-Financial Statements and Supplementary Data

General

3. We note the following information from your filing:

- You have a substantial working capital deficit. - Revenues and earnings have decreased over the past two years. - Negative as well as decreasing operating cash flows over the past two years. - There has been no additional financing obtained as of December 31, 2004 to support operating activities and satisfy your current liabilities.

In light of these facts and conditions, please tell us why you believe that substantial doubt does not exist regarding your ability to continue as a going concern. Also, supplementally provide us with a description of any plans you have provided your auditor in order to alleviate any uncertainty they may have had in this regard. See paragraph 11 of SAS 59.

The Company believes itself to be a "going concern." In forming an opinion on the appropriateness of the going concern assumption, the Company expects its auditor to consider events that may occur (or have occurred) subsequent to the balance sheet date.

The Company notes that Statement on Auditing Standards (SAS) 59, The Auditor's Consideration of an Entity's Ability to Continue as a Going Concern, states that the

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005 PAGE 3

auditor has a responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for a period not to exceed one year from the date of the financial statements being audited. Auditors are not responsible for predicting future events or conditions.

At the time of the filing of the Company's Form 10-KSB, the text included as Attachment I described significant matters affecting the Company's judgement with respect to its expectation as to the manner in which its auditor would approach SAS 59. In light of these facts and conditions, the Company concluded that substantial doubt did not exist with respect to its continuance as a going concern as described in SAS 59.

Consolidated Statement of Operations, page F-5

4. We note from the description of your business model that sales personnel are integral to the generation of revenues. Accordingly, the associated costs should be deducted before presenting any measure of profitability (such as gross profit). Since your cost of goods sold appears to represent just the direct cost of sales, but not indirect costs, such as overhead, or sales salaries and commissions, we believe you should discontinue the presentation of gross profit and include cost of sales in your operating expenses. Similarly revise the discussion of your results of operations in MD&A to substitute income (loss) from operations for gross profit.

The financial statements, as filed, in fact, contained indirect costs in cost of sales. However, the Company notes the Staff's comment and will incorporate the suggested change in any subsequently filed reports.

Statements of Stockholders Deficiency, page F-6

5. The consolidated statement of equity should be retroactively restated (a recapitalization) for the equivalent number of shares received in the merger after giving effect to any differences in par value of the issuer's and acquirer's stock with an offset to paid in capital. As such, your statement of changes in stockholders deficiency should reflect the equity securities received by the accounting acquirer (Psy-Ed), from the accounting acquire (East Coast Airlines) (sic), as if they had been outstanding since the inception of Psy-Ed and rolled forward to the beginning balance based on the ratio of shares issued to shares acquired. Further, the outstanding shares of East Coast Airlines at the date of acquisition should be reflected as an issuance on the date the reverse merger transaction occurred. Accordingly, please ensure that any changes made to the consolidated statement of equity are reflected in your earnings per share calculation, as necessary (i.e., changes to the number of shares outstanding).

The Company will file an amended Form 10-KSB for the year ended December 31, 2004 on approximately August 10, 2005. The amendment will contain the requested changes.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005 PAGE 4

Note 1 - Description of Business and Summary of Significant Accounting Policies

6. Please tell us supplementally the terms of your online services and advertising programs. For example, clarify the advertising period for most of the ads that you run on your website and whether you recognized revenues from list rentals at the point the list is rented instead of recognizing such revenues over an appropriate period of time.

The terms for payment for on line web advertising as well as page advertising in EP magazine are generally 2% net 15 days for month to month advertisers. In the event that an advertiser chooses to pay in advance for advertising, any cash received is recorded as deferred income until the period in which an ad is to be run in the magazine or displayed on the web. At that time income recognition is made for the earned revenue that had been prepaid.

Revenues from list rentals are, for the most part, event specific and occur in the period of billing. A list rental is made for a one time specific need of the purchaser and revenue recognition is at the time of the billing for the use of the list rental.

7. Please revise future filings to disclose adverting (sic) and subscription revenues separately. For guidance, see paragraph 37 of SFAS 131.

The Company notes the Staff's comment and will incorporate the suggested change in any documents subsequently filed (original and / or amendments of previously filed reports, including the Form 10-KSB for 2004).

Note 11 - Sale of Interest in LLC, page F-26

8. It is unclear why you recognized income in connection with the formation of your joint venture (Network) with InforMedx. Generally, the establishment of a new entity does not result in a culmination of the earnings process. Please explain or revise your financial statements, as appropriate.

EP Global, during September 2004, entered into a joint venture with the InforMedx Group, LLC, ("InforMedx") a subsidiary of the Conemaugh Health System of Johnstown, Pennsylvania ("Conemaugh"), to promote on line educational seminars, using a web based medium presenting topics that relate to the care of special needs individuals.

The content of the seminars is medically based in most instances. The intended audiences are professional, and aligned and family caregivers of special needs individuals.

To implement the joint venture, EP has established a limited liability company, EP Educational Network LLC, ("Network") and InforMedx agreed to pay $210,000 for a one half interest in this newly established entity. Of this amount $100,000 was received in September 2004 with the balance due September 2005.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005 PAGE 5

All content used is to remain the property of EP with any jointly developed content being the property of seminars with each of the parties able to utilize the content in any manner so long as that use is not disruptive to the purpose, intent or in conflict with the business activities of seminars. Profits are to allocated based on the ownership ratio.

As agreed by InforMedx, the Company was responsible for managing and controlling substantially all aspects of the operation of the joint venture, including day to day operations and development and presentation of the on line educational seminars.

In June of 2005, InforMedx informed the Company that it had reconsidered its continuing participation in the joint venture and made a determination that continued participation would not be consistent with Conemaugh's strategic goals. Accordingly, InforMedx has agreed to return its one-half ownership of the LLC to the company in exchange for being released from making the $110,000 contribution in September 2005.

The Company believed that the original accounting for the transaction was appropriate inasmuch as the Company has presented such on line seminars in the past and the transaction was intended to reflect the sale of an interest in the income associated with future on line seminars. The Company did not view the sale as solely the 50% interest of a newly formed entity with no operating history.

However, in light of the Staff's comment and the subsequent decision by InforMedx to discontinue its participation in the joint venture, the Company has reached a conclusion that it will restate its 2004 annual financial statements to remove income recognized in connection with the formation of the joint venture.

Note 12 - Minority Interests, page F-26

9. It appears that you consolidate the operations of the Network even though you only own a 50% interest in such entity. In this regard, operational control may not be sufficient to justify consolidation. Please tell us what accounting literature you relied (sic) when you made the decision to consolidate the Network, rather than account for your 50% interest under the equity method of accounting pursuant to APB 18.

Refer to Item 8, above, for a description of the Company's management and effective control of the joint venture. All educational topics and faculty chosen are handled exclusively by the Company and all clinical information reviewed by the company's editorial advisory board and/or professional medical society who is a part of the program all under the confidential relationship established by the Company. The Company maintains full control over future content rights to publish this intellectual property in whatever form it deems best.

The Company believes that the distinction between its 50% share and a 51% controlling share of Network is insignificant, especially in light of the ultimate decision of InforMedx to withdraw. As noted above, the Company was responsible for managing and controlling substantially all aspects of the operation of the joint venture, including day to day operations and development and presentation of the on line educational seminars.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005 PAGE 6

SFAS 94 ("Consolidation of All Majority-Owned Subsidiaries") amended ARB Nos . 43, 51 and APB Opinion No. 18. This Statement was effective for financial statements for fiscal years ending after December 15, 1988. As indicated in SFAS 94,

"{ellipsis}The Board's deliberations on the reporting entity concept have proceeded f

Show Raw Text
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<TEXT>
Exceptional Parent Magazine                                     551 Main Street
                                                            Johnstown, PA 15901
                                                     Toll Free: (800) 372-7368
                                                            Tel: (814) 361-3860
                                                            Fax: (814) 361-3861
                                                                WWW.EPARENT.COM

August 5, 2005

Mr. David R. Humphrey
Branch Chief - Accountant
Securities and Exchange Commission
Washington, DC  20549-0305

           RE:         EP Global Communications, Inc.
                       Form 10-KSB for the Year Ended December 31, 2004
                       Form 10-QSB for the Quarterly Period Ended March 31,
                       2005
                       File Number 000-30797

Dear Mr. Humphrey,

EP Global Communications, Inc. ("Company") has received a comment letter from
the SEC under date of July 26, 2005.  As requested in such letter, the Company
herewith provides responses to the questions raised by staff.  For convenience,
the matters are listed below, followed by the Company's responses.

Form 10-KSB for the period ended December 31, 2004

Item 6 - Management Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity, page 12

1.         Your disclosures indicate that you have initiated a private
placement memorandum to raise up to $2 million.   Please expand your
disclosures to discuss the potential consequences to your business if (for
whatsoever reason) you are unable to successfully complete the private
placement and how you plan to meet your obligations in the absence of this
financing.

           The Company will file an amended Form 10-KSB for the year ended
           December 31, 2004 on approximately August 10, 2005.  The amendment
           will contain the following disclosure:

                       "...In March 2005 the Company initiated a private
                       placement memorandum to raise up to $2,000,000 through
                       the issuance of a 6% convertible debenture (conversion
                       at $0.50 per share into the common stock of the
                       Company). The primary use of proceeds from this private
                       placement is intended to fund the Company's expansion
                       strategy that includes certain acquisitions in addition
                       to

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005
PAGE 2

                       paying down existing debt. Were the Company, for any
                       reason, to be unable to raise the entire $2,000,000
                       contemplated, or any portion thereof, it would reduce
                       proportionately its acquisition plans to reflect the
                       actual level of funding achieved while attempting to
                       also pay down debt in a manner that is also
                       proportionate to the actual level of funding achieved....

Results of Operations, page 13

2.         As discussed in our most recent Interpretive Release about
Management's Discussion and Analysis, one of the primary objectives in
preparing this section should be to provide a narrative explanation of the
financial statements that enables investors to see the company through the eyes
of management.  Identifying the effects of trends, events, demands, commitments
and uncertainties alone, without describing the reasons underlying these
effects may not provide the reader with sufficient insight.  Please refer to
FR-72 (Release 33-8350) for guidance and revise your future filings
accordingly.

           The Company notes the Staff comment and, as requested, will revise
           its filings beginning with the Form 10-SB for the quarter ended June
           30, 2005.

Item 7-Financial Statements and Supplementary Data

General

3.         We note the following information from your filing:

           -   You have a substantial working capital deficit.
           -   Revenues and earnings have decreased over the past two years.
           -   Negative as well as decreasing operating cash flows over the past
               two years.
           -   There has been no additional financing obtained as of
               December 31, 2004 to support operating activities and satisfy
               your current liabilities.

      In light of these facts and conditions, please tell us why you believe
      that substantial doubt does not exist regarding your ability to continue
      as a going concern.  Also, supplementally provide us with a description
      of any plans you have provided your auditor in order to alleviate any
      uncertainty they may have had in this regard.  See paragraph 11 of SAS
      59.

           The Company believes itself to be a "going concern."  In forming an
           opinion on the appropriateness of the going concern assumption, the
           Company expects its auditor to consider events that may occur (or
           have occurred) subsequent to the balance sheet date.

           The Company notes that Statement on Auditing Standards (SAS) 59, The
           Auditor's Consideration of an Entity's Ability to Continue as a
           Going Concern, states that the

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005
PAGE 3

           auditor has a responsibility to evaluate whether there is
           substantial doubt about an entity's ability to continue as a going
           concern for a period not to exceed one year from the date of the
           financial statements being audited.  Auditors are not responsible
           for predicting future events or conditions.

           At the time of the filing of the Company's Form 10-KSB, the text
           included as Attachment I described significant matters affecting the
           Company's judgement with respect to its expectation as to the manner
           in which its auditor would approach SAS 59.  In light of these facts
           and conditions, the Company concluded that substantial doubt did not
           exist with respect to its continuance as a going concern as
           described in SAS 59.

Consolidated Statement of Operations, page F-5

4.         We note from the description of your business model that sales
personnel are integral to the generation of revenues.  Accordingly, the
associated costs should be deducted before presenting any measure of
profitability (such as gross profit).  Since your cost of goods sold appears to
represent just the direct cost of sales, but not indirect costs, such as
overhead, or sales salaries and commissions, we believe you should discontinue
the presentation of gross profit and include cost of sales in your operating
expenses.  Similarly revise the discussion of your results of operations in
MD&A to substitute income (loss) from operations for gross profit.

           The financial statements, as filed, in fact, contained indirect
           costs in cost of sales.  However, the Company notes the Staff's
           comment and will incorporate the suggested change in any
           subsequently filed reports.

Statements of Stockholders Deficiency, page F-6

5.         The consolidated statement of equity should be retroactively
restated (a recapitalization) for the equivalent number of shares received in
the merger after giving effect to any differences in par value of the issuer's
and acquirer's stock with an offset to paid in capital.  As such, your
statement of changes in stockholders deficiency should reflect the equity
securities received by the accounting acquirer (Psy-Ed), from the accounting
acquire (East Coast Airlines) (sic), as if they had been outstanding since the
inception of Psy-Ed and rolled forward to the beginning balance based on the
ratio of shares issued to shares acquired.  Further, the outstanding shares of
East Coast Airlines at the date of acquisition should be reflected as an
issuance on the date the reverse merger transaction occurred.  Accordingly,
please ensure that any changes made to the consolidated statement of equity are
reflected in your earnings per share calculation, as necessary (i.e., changes
to the number of shares outstanding).

           The Company will file an amended Form 10-KSB for the year ended
           December 31, 2004 on approximately August 10, 2005.  The amendment
           will contain the requested changes.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005
PAGE 4

Note 1 - Description of Business and Summary of Significant Accounting Policies

6.         Please tell us supplementally the terms of your online services and
advertising programs.  For example, clarify the advertising period for most of
the ads that you run on your website and whether you recognized revenues from
list rentals at the point the list is rented instead of recognizing such
revenues over an appropriate period of time.

           The terms for payment for on line web advertising as well as page
           advertising in EP magazine are generally 2% net 15 days for month to
           month advertisers. In the event that an advertiser chooses to pay in
           advance for advertising, any cash received is recorded as deferred
           income until the period in which an ad is to be run in the magazine
           or displayed on the web. At that time income recognition is made for
           the earned revenue that had been prepaid.

           Revenues from list rentals are, for the most part, event specific
           and occur in the period of billing.  A list rental is made for a one
           time specific need of the purchaser and revenue recognition is at
           the time of the billing for the use of the list rental.

7.         Please revise future filings to disclose adverting (sic) and
subscription revenues separately.  For guidance, see paragraph 37 of SFAS 131.

           The Company notes the Staff's comment and will incorporate the
           suggested change in any documents subsequently filed (original and /
           or amendments of previously filed reports, including the Form 10-KSB
           for 2004).

Note 11 - Sale of Interest in LLC, page F-26

8.         It is unclear why you recognized income in connection with the
formation of your joint venture (Network) with InforMedx.  Generally, the
establishment of a new entity does not result in a culmination of the earnings
process.  Please explain or revise your financial statements, as appropriate.

           EP Global, during September 2004, entered into a joint venture with
           the InforMedx Group, LLC, ("InforMedx") a subsidiary of the
           Conemaugh Health System of Johnstown, Pennsylvania ("Conemaugh"), to
           promote on line educational seminars, using a web based medium
           presenting topics that relate to the care of special needs
           individuals.

           The content of the seminars is medically based in most instances.
           The intended audiences are professional, and aligned and family
           caregivers of special needs individuals.

           To implement the joint venture, EP has established a limited
           liability company, EP Educational Network LLC, ("Network") and
           InforMedx agreed to pay $210,000 for a one half interest in this
           newly established entity.  Of this amount $100,000 was received in
           September 2004 with the balance due September 2005.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005
PAGE 5

           All content used is to remain the property of EP with any jointly
           developed content being the property of seminars with each of the
           parties able to utilize the content in any manner so long as that
           use is not disruptive to the purpose, intent or in conflict with the
           business activities of seminars.  Profits are to allocated based on
           the ownership ratio.

           As agreed by InforMedx, the Company was responsible for managing and
           controlling substantially all aspects of the operation of the joint
           venture, including day to day operations and development and
           presentation of the on line educational seminars.

           In June of 2005, InforMedx informed the Company that it had
           reconsidered its continuing participation in the joint venture and
           made a determination that continued participation would not be
           consistent with Conemaugh's strategic goals.  Accordingly, InforMedx
           has agreed to return its one-half ownership of the LLC to the
           company in exchange for being released from making the $110,000
           contribution in September 2005.

           The Company believed that the original accounting for the
           transaction was appropriate inasmuch as the Company has presented
           such on line seminars in the past and the transaction was intended
           to reflect the sale of an interest in the income associated with
           future on line seminars.  The Company did not view the sale as
           solely the 50% interest of a newly formed entity with no operating
           history.

           However, in light of the Staff's comment and the subsequent decision
           by InforMedx to discontinue its participation in the joint venture,
           the Company has reached a conclusion that it will restate its 2004
           annual financial statements to remove income recognized in
           connection with the formation of the joint venture.

Note 12 - Minority Interests, page F-26

9.         It appears that you consolidate the operations of the Network even
though you only own a 50% interest in such entity.  In this regard, operational
control may not be sufficient to justify consolidation.  Please tell us what
accounting literature you relied (sic) when you made the decision to
consolidate the Network, rather than account for your 50% interest under the
equity method of accounting pursuant to APB 18.

           Refer to Item 8, above, for a description of the Company's
           management and effective control of the joint venture. All
           educational topics and faculty chosen are handled exclusively by the
           Company and all clinical information reviewed by the company's
           editorial advisory board and/or professional medical society who is
           a part of the program all under the confidential relationship
           established by  the Company.  The Company maintains full control
           over future content rights to publish this intellectual property in
           whatever form it deems best.

           The Company believes that the distinction between its 50% share and
           a 51% controlling share of Network is insignificant, especially in
           light of the ultimate decision of InforMedx to withdraw.  As noted
           above, the Company was responsible for managing and controlling
           substantially all aspects of the operation of the joint venture,
           including day to day operations and development and presentation of
           the on line educational seminars.

MR. DAVID R. HUMPHREY, SECURITIES AND EXCHANGE COMMISSION, AUGUST 5, 2005
PAGE 6

           SFAS 94 ("Consolidation of All Majority-Owned Subsidiaries") amended
           ARB Nos . 43,  51 and  APB Opinion No. 18.  This Statement was
           effective for financial statements for fiscal years ending after
           December 15, 1988.  As indicated in SFAS 94,

                       "{ellipsis}The Board's deliberations on the reporting
                       entity concept have proceeded f