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
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File numbers found in text: 000-30797
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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