| **FORM 10-QSB**

**Amendment No. 1**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.** |
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| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| **For the quarterly period endedSeptember 30, 2005**

**OR** |
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|  [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from ____________to _________________

**Commission File Number 000-30797**

**EP GLOBAL COMMUNICATIONS, INC.**

(Exact name of registrant as specified in itscharter) |
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| **DELAWARE**

**(State or other jurisdiction of**

**incorporation or organization)** | **14-1818396**

**(I.R.S. Employer**

**Identification No.)** |
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| **C/O Exceptional Parent, 551 MainStreet, Johnstown, PA  15901**

**(Address of principal executiveoffices)**

**(814) 361-3860**

**(Issuer’s telephone number)**

**(Former name, former address andformer fiscal year, if changed since last report)**

Checkwhether the issuer (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

YES  X        NO

Indicateby check mark whether the registrant is a shell company as defined inrule 12b-2 of the Exchange Act.

YES  __   NO _X_    |
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Indicate the number of shares outstanding ofeach of the issuer's classes of common stock, as of the latestpracticable date.

At January 4, 2006 there were 23,382,818shares of Common Stock, $.0001 par value, outstanding.

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| EP GLOBAL COMMUNICATIONS, INC.

INDEX |
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| **Part I.**

**Financial Information** |   |
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| Item 1.

**** | Financial Statements                                                                                | 2             |
|---------------|-----------------------------------------------------------------------------------------------------|---------------|
|          | Balance Sheet as of September 30, 2005(Unaudited)                                                   | 3 – 4   |
|          | Statements of Operations for the Three andNine months Ended September 30, 2005 and 2004 (Unaudited) | 5 – 6   |
|          | Statements of Cash Flows for the Nine monthsEnded 

September 30, 2005 and 2004 (Unaudited)         | 7 – 8   |
|          | Notes to Financial Statements (unaudited)                                                           | 9 – 22  |
| Item 2.       | Management's Discussion and Analysis ofFinancial Condition and Results of Operations                | 23 – 26 |
| Item 3.       | Controls and Procedures                                                                             | 26 – 27 |
|          |                                                                                                |          |

| **Part II.**

**Other Information** |   |
|-------------------------------------|--------|

| Item 1.

**** | Legal Proceedings                                          | 27            |
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| Item 2.       | Unregistered Sales of Equity Securities andUse of Proceeds | 28 – 30 |
| Item 3.       | Defaults upon Senior Securities                            | 30            |
| Item 4.       | Submission of Matters to a Vote of SecurityHolders         | 30            |
| Item 5.       | Other Information                                          | 30            |
| Item 6.       | Exhibits and Reports on Form 8-K                           | 31            |
| Signatures    |                                                       | 32            |
|          |                                                       |          |

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**Explanatory Note**

This Amended Report on Form 10-QSB is beingfiled solely to revise the Registrant's presentation of the proceedsreceived in connection with a financing as of September 23, 2005. All other sections of this Amended Report on Form 10-QSBremain the same as originally filed by the Registrant on November 17,2005. 

On December 29, 2005, theCompany’s Board of Directors concluded that the unauditedfinancial statements for the nine months ended September 30, 2005required restatement because of an error in the allocation of theproceeds of the Company’s convertible debt. In accordancewith the accounting rules of the Securities and Exchange Commission,the Company corrected the error and allocated the proceeds attributedto the common stock and warrants issued in connection with theconvertible debt to additional paid in capital, the balance of theproceeds is classified as a long-term liability. The financing costsincurred in the transaction would be classified as a deferred asset andamortized over the life of the debt.  See Notes 6 and 11 tothe unaudited consolidated financial statements for September 30, 2005.

We concluded that we would restate ourpreviously issued unaudited consolidated financial statements and otherfinancial information for the quarter ended September 30, 2005. These financial statements, as presented herein, reflect ourrestatement.

**PART I.**

**    FinancialInformation**

**Item 1.  Financial Statements**

Certain information and footnote disclosuresrequired under accounting principles generally accepted in the UnitedStates of America have been condensed or omitted from the followingconsolidated financial statements pursuant to the rules and regulationsof the Securities and Exchange Commission.  It is suggestedthat the following consolidated financial statements be read inconjunction with the year-end consolidated financial statements andnotes thereto included in the Company's Annual Report on Form 10-KSBand Form 10-KSB/A for the year ended December 31, 2004.

The results of operations for the three andnine months ended September 30, 2005 and 2004 are not necessarilyindicative of the results for the entire fiscal year or for any otherperiod.

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED BALANCE SHEET**

**(Unaudited)**

See notes to unaudited consolidated financialstatements

Page 3

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED BALANCE SHEET**

**(Unaudited)**

See notes to unaudited consolidated financialstatements 

Page 4

**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED STATEMENTS OF OPERATIONS**

**(Unaudited)**

See notes to unaudited consolidated financialstatements 

Page 5

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED STATEMENTS OF OPERATIONS**

**(Unaudited)**

See notes to unaudited consolidated financialstatements 

Page 6

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED STATEMENTS OF CASH FLOW**

**(Unaudited)**

See notes to unaudited consolidated financialstatements 

Page 7

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**CONSOLIDATED STATEMENTS OF CASH FLOW**

**(Unaudited)**

See notes to unaudited consolidated financialstatements

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**EP GLOBAL COMMUNICATIONS, INC. ANDSUBSIDIARY**

**NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS**

**1.**

**Description Of Business And SummaryOf Significant Accounting Policies**

The consolidated balance sheet as ofSeptember 30, 2005, and the consolidated statements of operations andcash flows for the periods presented herein have been prepared by EPGlobal Communications, Inc. (the "Company" or "EP") in accordance withaccounting principles generally accepted in the United States ofAmerica for interim financial information and the instructions to Form10-QSB and Article 10 of Regulation S-X and are unaudited. 

These financial statements reflect alladjustments, consisting of normal recurring adjustments and accruals,which are, in the opinion of management, necessary for a fairpresentation of the financial position of the Company as of September30, 2005 and the results of operations and cash flows for the interimperiods indicated in conformity with generally accepted accountingprinciples applicable to interim periods.

Accordingly, certain information andfootnote disclosures normally included in annual financial statementsprepared in accordance with generally accepted accounting principleshave been condensed or omitted. These financial statements should beread in conjunction with the audited financial statements and notesthereto of the Company for the year ended December 31, 2004 that areincluded in the Company's Form 10-KSB filed with the Securities andExchange Commission on April 13, 2005 (the "2004 10-KSB") and theCompany's Amended Form 10-KSB/A filed with the Securities and ExchangeCommission on September 22, 2005 (the "2004 10-KSB/A"). The results ofoperations presented are not necessarily indicative of the results tobe expected for future quarters or for the year ending December 31,2005.

Organization

EP Global Communications, Inc., formerlyEast Coast Airlines, Inc., and Subsidiaries (“EP”or the “Company”), operates its business throughits subsidiary, Psy-Ed Corporation (d/b/a Exceptional Parent Magazine). EP publishes and distributes Exceptional Parent Magazine, aninternational publication, designed to serve the information needs offamilies and professionals who are involved in the care and developmentof children and adults with disabilities and special health care needs. EP also develops and implements online accredited ContinuingMedical Education Programs (“CME”); has its ownlibrary of over 1,500 disability book titles and publishes clinicalmonographs which are disseminated to physicians, researchers and alliedhealth care professionals as well as families and caregivers all overthe world.  EP is also actively involved in the World Congress& Exposition on Disabilities (WCD) an international event whichtakes place once a year and has been in existence for six years. EP is solely responsible for the educational content of thisevent which consists of over 100 CME and CEU accredited educationalprograms.

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Significant Accounting Policies

Principles of Consolidation

The consolidated financial statementsinclude the accounts of the Company and its majority - owned subsidiaryand joint venture.  The consolidated statements include 100percent of the assets and liabilities of these subsidiaries and theownership interests of minority participants are recorded as "Minorityinterests in consolidated subsidiares".  All inter-companytransactions and balances have been eliminated.

Use of Estimates

The preparation of the consolidatedfinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities atthe date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period.  Actualresults could differ from those estimates.

Concentration of Credit Risk

Financial instruments which potentiallysubject the Company to concentrations of credit risk consistprincipally of cash and trade receivables. 

The Company's cash and cash equivalents areconcentrated primarily in two banks in the United States.  Attimes, such deposits could be in excess of insured limits. Management believes that the financial institutions that holdthe Company's financial instruments are financially sound and,accordingly, minimal credit risk is believed to exist with respect tothese financial instruments.

The Company grants credit primarily toadvertisers based on an evaluation of the customer’sfinancial condition, without requiring collateral.  Exposureto losses on these receivables is principally dependent on eachcustomer’s financial condition.  A majority of thesubscription income is received in advance and presents little risk tothe Company.  The Company controls its exposure to credit riskthrough monitoring procedures and establishes appropriate allowancesfor anticipated losses.  

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Provision for Losses onUncollectible Receivables

The provisions for losses on uncollectibletrade receivables are determined principally on the basis of specificidentification and past collection experiences.  Allowance fordoubtful accounts on accounts receivable balances was approximately$41,000 at September 30, 2005.

Inventories

Inventories, consisting primarily of books,are stated at the lower of cost or market, determined on the first-in,first-out (FIFO) method.  

Revenue Recognition

The Company recognizes revenue in accordancewith the guidance contained in SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in FinancialStatements” (“SAB104”).  

Online services advertising revenues,primarily derived from the sale of banner advertisements andsponsorships on the Company's web sites, is recognized in the periodthe advertising is displayed.  The costs to develop thisinternet income are period costs and are expensed when incurred. Print publication advertising and circulation revenues arerecognized, net of agency commissions and estimated returns andallowances, when publications are issued.  List rental incomeis recognized, net of commission, when a list is sold or rented. 

Deferred subscription income, net of agencycommission is recorded when subscription orders are received. The Company uses a fulfillment house, which calculates therevenue to be recorded for all periods.  Customers generallysubscribe to the magazine for a three year period of time. Deferred subscription income represents the portion of theprepaid subscription not earned by the Company and paid for in advanceof fulfillment by the Company to the customer.  

Depreciation and Amortization

Property and equipment are stated at costless accumulated depreciation and amortization.  Depreciationof property and equipment is calculated on the straight-line methodover the estimated useful lives of the respective assets, ranging fromthree to five years.  Leasehold improvements are amortizedover the lesser of the useful life of the asset or the term of thelease.  

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Stock-Option Plan

The Company accounts for equity-basedcompensation issued to employees in accordance with AccountingPrinciples Board (“ABP”) Opinion No.  25“Accounting for Stock Issued to Employees”. APB No.  25 requires the use of the intrinsic valuemethod, which measures compensation cost as the excess, if any, of thequoted market price of the stock at the measurement date over theamount an employee must pay to acquire the stock.  The Companymakes disclosures of pro forma net earnings and earnings per share asif the fair-value-based method of accounting had been applied asrequired by SFAS No. 123 “Accounting for Stock-BasedCompensation.”  

In December 2004, the FASB issued SFAS No.123R, Share-Based Payment, which establishes standards for theaccounting for transactions in which an entity exchanges its equityinstruments for goods or services. A key provision of this statement isthe requirement of a public entity to measure the cost of employee andnon-employee services received in exchange for an award of equityinstruments (including stock options) based on the grant-date fairvalue of the award. That cost will be recognized over the period duringwhich an employee is required to provide service in exchange for theaward (i.e., the requisite service period or vesting period). Thisstandard becomes effective on January 1, 2006 for small businessissuers. The Company will adopt SFAS 123R beginning in the Company'sfirst fiscal quarter of 2006.  The Company is currentlyevaluating its position and will make its determination to account forthe compensation costs either prospectively or retroactively at thetime of adoption.

The Company has adopted the disclosure-onlyprovisions of SFAS No. 123, "Accounting for Stock-BasedCompensation"(SFAS No. 123).  There were no awards oroutstanding compensatory options or warrants in the nine months endedSeptember 30, 2005 or 2004; accordingly, had compensation cost for theCompany's stock option plan been determined based on the fair value atthe grant date for awards in 2005 and 2004 consistent with theprovisions of SFAS No. 123, the Company's results of operations, asreported, would not have changed.

Income Taxes

The Company accounts for income taxes usingan asset and liability approach under which deferred income taxes arerecognized by applying enacted tax rates applicable to future years tothe differences between the financial statement carrying amounts andthe tax bases of reported assets and liabilities.  

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The principal items giving rise to deferredtaxes are certain expenses which have been deducted for financialreporting purposes which are not currently deductible for income taxpurposes and the future tax benefit of certain net operating losscarry-forward.  

Evaluation of Long-Lived Assets

The Company reviews property and equipmentfor impairment whenever events or changes in circumstances indicate thecarrying value may not be recoverable in accordance with guidance inSFAS No. 144 “Accounting for the Impairment or Disposal ofLong-Lived Assets.  ” If the carrying value of thelong-lived asset exceeds the present value of the related estimatedfuture cash flows, the asset would be adjusted to its fair value and animpairment loss would be charged to operations in the period identified.

Earnings (Loss) Per Share 

Basic earnings (loss) per common share arecomputed by dividing net earnings (loss) by the weighted average numberof common shares outstanding during the year.  Diluted earnings per common share are computed bydividing net earnings by the weighted average number of common sharesand potential common shares outstanding during the year.  Thebasic weighted average shares were used in calculating the three andnine months ended September 30, 2005 diluted loss per share, asinclusion of the incremental shares shown in this calculation would beanti-dilutive.  Potential common shares used in computingdiluted earnings per share relate to stock options, warrants andconvertible preferred stock which, if exercised, would have a dilutiveeffect on earnings per share.  Preferred stock convertibleinto 719,801 shares of common stock was not included in the foregoingcomputation for the three and nine months ended September 30, 2005because they were anti-dilutive.  Also, none of theconvertible securities described in Note 6 were included in theforegoing computation as they also would have been anti-dilutive.

Fair Value of Financial Instruments

For financial instruments including cash,accounts payable, accrued expenses and notes payable, it was assumedthat the carrying amount approximated fair value because of the shortmaturities of such instruments. 

New Accounting Pronouncement

In December 2004, the Financial AccountingStandards Board ("FASB") issued SFAS No. 123(R), that will requirecompensation costs related to share-based payment transactions to berecognized in the financial statements.  With limitedexceptions, the amount of compensation cost will be measured based onthe grant-date fair value of the equity or liability instrumentsissued.  In addition, if granted, liability awards will beremeasured each reporting period.  Compensation cost will berecognized over the 

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period that an employee provides service inexchange for the reward. SFAS No. 123(R) is effective as to the Companyas of the beginning of the Company's 2006 fiscal year.  TheCompany is currently evaluating its position and will make itsdetermination to account for stock-based compensation costs eitherprospectively or retroactively at the time of adoption.  Theadoption of SFAS 123(R) is not expected to have a material effect onthe Company's consolidated results of operations.

In December 2004, the FASB issued SFAS No.153, an amendment of APB Opinion No. 29 "Exchanges of NonmonetaryAssets".  SFAS No. 153 amends APB Opinion No. 29 byeliminating the exception under APB No. 29 for nonmonetary exchanges ofsimilar productive assets and replaces it with a general exception forexchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the futurecash flows of the entity are expected to change significantly as aresult of the exchange.  SFAS No. 153 is effective for periodsbeginning after June 15, 2005.  The adoption of SFAS No. 153is not expected to have a material effect on the Company's financialposition or results of operations.

In November 2004, the FASB issued SFAS No.151, an amendment to Accounting Research Bulletin No. 43 chapter 4"Inventory Costs".  SFAS No. 151 requires that abnormal costsof idle facility expenses, freight, handling costs and wasted material(spoilage) be recognized as current-period charges.  SFAS No.151 is effective for fiscal years beginning after June 15, 2005. Adoption of SFAS No. 151 is not expected to have a materialimpact on the Company's results of operations or financial position.

In May 2005 the FASB issued SFAS No. 154,"Accounting Changes and Error Correction" - a replacement of APBOpinion No. 20 and FASB Statement No. 3.  This statementapplies to all voluntary changes in accounting principles.  Italso applies to changes required by an accounting pronouncement in theunusual instance that the pronouncement does not include specifictransition provisions. This statement requires retrospectiveapplication to prior periods' financial statements of changes inaccounting principles, unless it is impracticable to determine eitherthe period-specific effects or the cumulative effect of the change.This statement is effective for accounting changes and corrections madein fiscal years beginning after December 31, 2005.

This Statement changes the requirements forthe accounting for and reporting of a change in accounting principleand corrections of errors made in fiscal years beginning after December15, 2005.  The Company is currently evaluating the impact ofSFAS 154, but does not currently believe that there will be anymaterial impact on the Company’s financial statements.

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**2.**

**Property And Equipment**

Property and equipment consists of thefollowing:

Depreciation expense for the nine monthsended September 30, 2005 and 2004 was $40,590 and $9,915, respectively.

**3.**

**Accrued Expenses**

Accrued expenses consists of the following:

**4.**

**Debt**

Long Term Debt

Long-term debt at September 30, 2005consists of the following:

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Short-term debt

Short-term obligations at September 30,2005, consists of the following:

(1)

This note is secured by 2,000,000 shares ofthe Company’s common stock that are held in escrow and arecontingently issuable in the event of default (see Note 5).

Interest expense for the three months endedSeptember 30, 2005 and 2004 was $30,800 and $17,600, respectively; andfor the nine months ended September 30, 2005 and 2004 was $78,334 and$46,017, respectively.

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**5.**

**Common Stock**

On January 2, 2005, the Company issued1,000,000 shares of its common stock to five individuals forprofessional services that were valued, in the aggregate, at $9,000.

On April 1, 2005, the Company issued 100,000shares of its common stock to two individuals for professionalservices, that were valued, in the aggregate, at $16,200.

On May 9, 2005, the Company issued 50,000shares of its common stock to an individual for professional services,that were valued, in the aggregate, at $4,500.

On July 27, 2005, the Company issued anaggregate of 40,000 shares of our restricted common stock  forservices rendered by employees and consultants.  The issuancewas valued at an aggregate of $4,680. 

On September 30, 2005, the Company issued50,000 shares of our restricted common stock in consideration forconsulting services rendered to us. The issuance was valued at anaggregate of $2,400. 

Separately, on May 9, 2005, the Companyplaced 2,000,000 shares of its common stock in escrow as contingentsecurity for a borrowing from an individual (see Note 4). These shares are only to be issued in the event of a defaulton the borrowing.  The shares are treated as not issued orcurrently outstanding.

**6.**

**Financing**

On September 23, 2005, the Company completedfinancing agreements by executing a securities purchase agreement withthe following entities: AJW Partners, LLC, AJW Offshore, Ltd., AJWQualified Partners, LLC and New Millenium Capital Partners II, LLC. 

Under the securities purchase agreement, theCompany will issue up to $3,720,000 in callable secured convertiblenotes. The notes are convertible into shares of our common stock. Theconversion price is based on the lesser of $0.12 or the average of thelowest 3 intra-day trading prices during the 20 trading daysimmediately prior to the conversion date discounted by 40%. The timingof the conversion is at the option of the holder. The notes are securedby a grant of a general security interest in all of our assets bothtangible and intangible. In addition, our chief executive officerindividually pledged 3,371,093 shares of common stock.

In addition, the Company is to issue stockpurchase warrants convertible into shares of our common stock on a onefor one basis.  The exercise price is $.15 and the term of thewarrants is 5 years.  

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A private investment firm received acommission of $240,000 (8% of the aggregate net proceeds of $3,000,000)for arranging for this financing.

Through September 30, 2005, the Companyreceived net proceeds of $1,250,000 under the terms of the securitiespurchase agreement.  The Company also received $750,000 onOctober 25, 2005 following the filing of a registration statement. The remaining net proceeds of $1,000,000 are expected to bereceived within 2 days of the registration statement being declaredeffective by the SEC. If the registration statement is not declaredeffective within 120 days after September 23, 2005, the Company mustpay a penalty of 2% of the outstanding principal balance of thecallable secured convertible notes for each thirty-day period that theregistration statement is not declared effective.

In accordance with Emerging Issues TaskForce Topic 00-27 and SFAS 150, “Accounting for CertainFinancial Instruments with Characteristics of both Liabilities andEquity,” the Company performed calculations allocating theproceeds from the issuance of convertible debt with detachable warrantsto each respective security at their fair values.  The Companyused the conversion value of the convertible debt and the calculatedfair value of the warrants using the Black-Scholes valuation model asits estimate of fair value.  The Company compared theallocated proceeds of the convertible debt to the difference betweenits conversion value and face amount.  The calculated fairvalue of the convertible debt of $1,190,023 was recorded as the valueof the beneficial conversion feature and, accordingly, credited toadditional paid-in capital.  The value of the warrants of$59,977 was recorded as a reduction of the convertible debt. The convertible debt is recorded at zero.  Theconvertible debt at September 30, 2005 will be accreted to its facevalue of $1,250,000 under the interest method until it is eitherconverted or matures.  As of September 30, 2005, the accretionwas not material.

If the obligation had been settled onSeptember 30, 2005, the Company would have issued 27,777,777 shares ofits common stock (with a fair value of $ 1,666,667).  Underthe terms of the agreement, the maximum number of shares that could berequired to be issued is 82,666,667.

Provided the Company in not in default underthe financing documents, it has a sufficient number of authorizedshares of its common stock reserved for issuance upon full conversionof the promissory notes and its common stock is trading at or below$.15 per share, the Company shall have the right, exercisable on notless than 10 trading days prior written notice to the holders of thepromissory notes, to prepay all of the outstanding promissory notes. Ifthe Company exercises its right to prepay the promissory notes, itshall make payment to the holders of an amount in cash equal to either(i) 125% (for prepayments occurring within 30 days of the issue date ofthe promissory notes), (ii) 130% for prepayments occurring between 31and 60 days of the issue date of the promissory notes, or (iii) 140%(for prepayments occurring after the 60th day following the issue dateof the promissory notes, multiplied by the sum of the then outstandingprincipal amount of the promissory notes plus default interest.

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**7.**

**Related Party Transactions**

Amounts payable to officers and stockholdersat September 30, 2005 consists of the following:

Interest expense associated with theseamounts was $2,142 and $9,428 for the three and nine months endedSeptember 30, 2005, respectively

**8.**

**Withdrawal of LLC member**

EP Global, during September 2004, enteredinto a joint venture with the InforMedx Group, LLC,(“InforMedx”) a subsidiary of the Conemaugh HealthSystem of Johnstown, Pennsylvania (“Conemaugh”), topromote on line educational seminars, using a web based mediumpresenting topics that relate to the care of special needs individuals.  

The content of the seminars is medicallybased in most instances.  The intended audiences areprofessional, and aligned and family caregivers of special needsindividuals. As agreed by InforMedx, the Company was responsible formanaging and controlling substantially all aspects of the operation ofthe joint venture, including day to day operations and development andpresentation of the on line educational seminars.

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

As a result of a routine regulatory reviewby the Securities and Exchange Commission, the Company’sboard of directors concluded that the financial statements for the yearended 

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December 31, 2004 as issued in theRegistrant's annual report on Form 10K-SB required restatement becauseof an error in recognizing income associated with the formation of EPEducational Network LLC.   The error stemmed fromrecognizing, in the third quarter, the $210,000 received from InforMedx(described above) as income.  After restatement, more 

fully described in notes to the financialstatements included in the Company’s amended annual reportfiled with the Securities and Exchange Commission, the Company has madea corresponding restatement to its previously reported third quarter2004 results by eliminating $210,000 of income and $100,000 of otheraccounts receivable with a corresponding increase of $110,000 inminority interest.

In June of 2005, shortly after a change insenior management at Conemaugh, InforMedx informed the Company that ithad reconsidered its continuing participation in the joint venture andmade a determination that continued participation would not beconsistent with Conemaugh’s strategic goals. Accordingly, InforMedx has agreed to return its one-halfownership of the LLC to the company in exchange for being released frommaking the $110,000 contribution in September 2005. Consequently, the Company has transferred $100,000 ofminority interest to additional paid in capital.  Also, theminority interest was further reduced, with an offset to paid incapital, by approximately $4,000 to give effect to the amountnegotiated between the Company and InforMedx that will ultimately bepaid to settle the interest of InforMedx.

**9.**

**Commitments and Contingencies**

On July 27, 2005, the Company receivednotice that an action has been commenced against the company allegingbreach of contract and other causes of action seeking specificperformance and other unspecified damages.  The Company iscontinuing its evaluation of the claim and believes it has meritoriousdefenses.  The Company intends to contest the claimvigorously.  While the claim is at an early stage, the Companydoes not believe that an adverse outcome would materially affect itsfinancial statements.

**10.**

**Subsequent Events**

On October 20, 2005, the Company filed aregistration statement with the Securities and Exchange Commission for211,666,666 shares of its common stock in connection with the financingdescribed in Note 6.  In connection with that filing, onOctober 25, 2005, the Company received an additional $750,000 inconnection with the securities purchase agreement.

**11.**

**Restatement**

On December 29, 2005, theCompany’s Board of Directors concluded that the unauditedfinancial statements for the nine months ended September 30, 2005required restatement because of an error in the allocation of theproceeds of the Company’s convertible debt. In accordancewith the accounting rules of the Securities and Exchange Commission,the Company corrected the error and allocated the proceeds attributedto the common stock and warrants issued in connection with theconvertible 

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debt to additional paid in capital, thebalance of the proceeds is classified as a long-term liability. Thefinancing costs incurred in the transaction would be classified as adeferred asset and amortized over the life of the debt.

The effect of the restatement on theCompany’s balance sheet was to decreasestockholders’ deficiency by $970,127, increase long termliabilities by $1,190,123 and increase other assets by by $220,000.Total stockholders’deficiency as of September 30, 2005 was$2,613,450 as restated.

The effect of restatement on theCompany’s statement of cash flows was restating theterminology of the “proceeds of convertible debt”to proceeds from convertible debt- net of the allocation of proceeds tocommon stock warrants.

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**Item 2.  Management'sDiscussion and Analysis of Financial Condition and Results of Operations**

In this section, "Management's Discussionand Analysis or Plan of Operation," references to "we," "us," "our,"and "ours" refer to EP Global Communications, Inc. and its consolidatedsubsidiaries.

This Quarterly Report on Form 10-QSBcontains statements that may constitute "forward-looking statements"within the meaning, and made pursuant to the Safe Harbor provisions, ofthe Private Securities Litigation Reform Act of 1995. Such statementsare based on management's current expectations and are subject to anumber of risks and uncertainties detailed from time to time in ourfilings with the Securities and Exchange Commission. These risks anduncertainties could cause our actual results to differ materially fromthose described in the forward-looking statements. Any forward-lookingstatement represents our expectations or forecasts only as of the dateit was made and should not be relied upon as representing itsexpectations or forecasts as of any subsequent date. Except as requiredby law, we undertake no obligation to correct or update anyforward-looking statement, whether as a result of new information,future events or otherwise, even if our expectations or forecastschange.

The following discussion and analysis shouldbe read in conjunction with the financial statements, related notes andother information included in this Quarterly Report on Form 10-QSB.

Critical Accounting Policies

The Company's discussion and analysis of itsfinancial condition and results of operations are based upon theCompany's financial statements, which have been prepared in accordancewith generally accepted accounting principles in the United States ofAmerica. The preparation of these financial statements requires theCompany to make estimates and judgments that affect the reported amountof assets, liabilities and expenses, and related disclosure ofcontingent assets and liabilities. The Company bases its estimates onhistorical experience and on other various assumptions that arebelieved to be reasonable under the circumstances, the results of whichform the basis form making judgments about carrying values of assetsand liabilities that are not readily apparent from other sources.Actual results may differ from these estimates under differenceassumptions or conditions.

Cautionary Statement RegardingForward-Looking Statements

This report contains forward-lookingstatements. Forward-looking statements include statements concerningplans, objectives, goals, strategies, future events or performance andunderlying assumptions and other statements that are other thanstatements of historical facts.

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Words such as, "expects," "anticipates,""estimates," "believes" and similar expressions are intended toidentify forward-looking statements. Such statements are subject torisks and uncertainties that could cause actual results to differmaterially from those projected. Such risks and uncertainties are setforth below. Our expectations, beliefs and projections are expressed ingood faith and are believed to have a reasonable basis, including,without limitation, our examination of historical operating trends,data contained in our records and other data available from thirdparties, but there can be no assurance that our expectations, beliefsor projections will result, be achieved or be accomplished.

Liquidity

The cash flows from operations for thequarter and nine months ended September 30, 2005 were insufficient tomeet our operating requirements. To balance the cash requirementsneeded for operations we secured short term borrowings and advancesfrom  private sources, during the nine month period of$430,000 at market rates with terms under one year.  Of thisamount, $210,000 was secured in the third quarter. Further of theoverall amount generated during the nine months ended September 30,2005, $272,000 was provided by non-affiliated shareholders. Whilemanagement believes that these non- affiliated shareholders willcontinue to invest in us, they are under no obligation to do so.

Debt renegotiations completed in the firstquarter of 2005 that provided for a reclassification of debt fromcurrent to long term in the approximate amount of $1,250,000 alsoserved to improve the working capital of the Company.

As reflected in our financial statements,certain of our liabilities are collateralized by our tangible andintangible assets.  These assets, stated at their nominalhistorical cost do not provide adequate collateral for theseliabilities.  However, management believes that the historicalcost of our assets together with the unrecorded value of the editorialand library content (maintained in digital format) developed over our35 years of our publication provides substantial collateral in excessof the amounts owed secured creditors. 

We were the recipient in 2004 of an“Opportunity Grant” from the State of Pennsylvaniain the amount of $50,000.  The grant is for reimbursable costsassociated with the administration of the World Congress and Exhibitionon Disabilities.  It is expected that we will collect thisamount in 2005. 

On September 23, 2005, we completedfinancing agreements by executing a securities purchase agreement withthe following entities: AJW Partners, LLC, AJW Offshore, Ltd., AJWQualified Partners, LLC and New Millenium Capital Partners II, LLC.Under the securities purchase agreement, we will issue up to $3,720,000in callable secured convertible notes. The notes are convertible intoshares of our common stock. The conversion price is based on the lesserof $0.12 or the average of the lowest 3 intra-day trading prices duringthe 20 trading days immediately prior to the conversion date 

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discounted by 40%. The timing of theconversion is at the option of the holder. The notes are secured by agrant of a general security interest in all of our assets both tangibleand intangible. In addition, our officer and director, Joseph Valenzanoindividually pledged 3,371,093 shares of our common stock. 

In addition, we are to issue stock purchasewarrants convertible into shares of our common stock on a one for onebasis.  The exercise price is $.15 and the term of thewarrants is 5 years.  

A private investment firm received acommission of $240,000 (8% of the net proceeds of $3,000,000) forarranging for this financing.

Through September 30, 2005, we have receivednet proceeds of $1,250,000 under the terms of the securities purchaseagreement.  We also received $750,000 on October 25, 2005following the filing of a registration statement.  The netproceeds of $1,000,000 are expected to be received within 2 days of theregistration statement being declared effective by the SEC. If the SB-2is not declared effective within 120 days after September 23, 2005, wemust pay a penalty of 2% of the outstanding principal balance of thecallable secured convertible notes for each thirty-day period that theSB-2 is not declared effective.

Results of Operations

Three Months and Nine Months EndedSeptember 30, 2005 compared to the Three and Nine Months EndedSeptember 30, 2004

Sales

Sales for the three months ended September30, 2005 as compared to the same period in 2004 increased byapproximately $109,000. The largest component of the increase, $92,000was experienced in page advertising.  This increase resultsfrom promotional programs intended to reverse a decline in advertisingrevenue and bring us back on plan within the third and fourth quartersof 2005. Overall for the nine month period ended September 30, 2005 ascompared to 2004, our sales were approximately the same with an $81,000decline in advertising revenues and a $$64,000 decline in subscriptionrevenues offset by increases in revenue in the areas of specialprojects and on-line seminars.

Operating Expenses Including Costof Sales

For both the quarter and the nine monthsended September 30, 2005 as compared to the same periods in 2004, wehave decreased cost of sales by approximately $28,000 and $170,000,respectively.  These reductions result  primarilyfrom reductions in costs for printing, design and postage in comparisonto 2004.  

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Selling, general and administrative costsincreased for both the quarter and the nine months ended September 30,2005 as compared to the same periods in 2004 by $197,000 and $224,000,respectively. The increases for the quarter and nine months endedSeptember 30, 2005 compared to the corresponding periods for 2004 thirdquarter were chiefly attributable to the categories of expense shown inthe following table. These increases were balanced by overallreductions in other categories resulting in the net increases reflectedabove.

|   |                                          | Quarter  | Nine Months |
|--------|-----------------------------------------------|----------|-------------|
|   | Legal Fees Associated With Pending Litigation | $55,000  | $59,000     |
|   |                                          |     |        |
|   | Business Development                          | 21,000   | 40,000      |
|   |                                          |     |        |
|   | Sales and General and Administrative Travel   | 127,000  | 153,000     |
|   |                                          |     |        |
|   | Totals                                        | $203,000 | $252,000    |

Interest

Interest expense has increased in 2005compared to 2004 due to an increase in debt and increasing interestrates due prime based lending on certain of the outstanding debtinstruments.

Taxes

The Company reflected no provision forincome taxes in the first quarter of 2005 because of the availabilityof a significant net operating loss carry forward to offset any taxableincome.

**Item 3.  Controls andProcedures**

(a) Evaluation of disclosure controls andprocedures.

 

Our Chief Executive Officer and ChiefFinancial Officer (collectively the “CertifyingOfficers”) maintain a system of disclosure controls andprocedures that is designed to provide reasonable assurance thatinformation, which is required to be disclosed, is accumulated andcommunicated to management in a timely manner. The Certifying Officershave concluded that the disclosure controls and procedures areeffective at the “reasonable assurance” level.Under the supervision and with the participation of management, as ofSeptember 30, 2005, the Certifying Officers evaluated the effectivenessof the design and operation of our disclosure controls and procedures(as defined in Rule [13a-15(e)/15d-15(e)] under the Exchange Act).Furthermore, the 

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Certifying Officers concluded that ourdisclosure controls and procedures in place were designed to ensurethat information required to be disclosed by us in reports that we fileor submit under the Exchange Act is (i) recorded, processed, summarizedand reported on a timely basis in accordance with applicable Commissionrules and regulations; and (ii) accumulated and communicated to ourmanagement, including our Certifying Officers and other persons thatperform similar functions, if any, to allow us to make timely decisionsregarding required disclosure in our periodic filings. 

(b)

Changes in internal controls.

 

Our Certifying Officers have indicated thatthere were no changes in our internal controls or other factors thatcould affect such controls during the quarter ending September 30,2005,  and there were nosuch control actions taken with regard to deficiencies and materialweaknesses during the quarterly period ending September 30, 2005.

**Part II – OtherInformation**

**Item 1.  Legal Proceedings**

Michael Miller, Juan Sala, CarolinaHernandez, Cesar Alquegui, Joseph Lugo, III and George Sukornyk v. EPGlobal Communications, Inc., Court of Chancery of the State of Delawarein and for New Castle County, C.A. No. 1502-N – This case wascommenced on July 22, 2005.  Plaintiffs made the followingallegations in their lawsuit: The plaintiffs were shareholders of ourcompany when it was known as East Coast Airlines, Inc., prior to theacquisition agreement with Psy-Ed Corporation in November 2003.Subsequent to the Psy-Ed acquisition, the plaintiffs allegedly agreedto surrender certain "free trading" shares of our common stock inexchange for restricted shares of our common stock. Plaintiffs claim that we never delivered the restrictedshares of common stock to each of them. On September 30, 2005, we filedour answer denying liability to the plaintiffs together withcounterclaims for unjust enrichment, civil conspiracy and relatedclaims against each of the plaintiffs.  Our answer denies anywrongdoing and, in fact, asserts unjust enrichment to the plaintiffs,negligent misrepresentations by the plaintiffs and a civil conspiracy. By our counterclaim, we are requesting the return of any ofour shares of common stock still held by the plaintiffs and relateddamages.

Psy-Ed Corporation, d/b/a Exceptional Parentv. Stanley Klein and Kimberly Schive, Superior Court in and for theCounty of Middlesex, in the Commonwealth of Massachusetts, Civil ActionNo. 99-6140; Counterclaims Brought By Klein Against Plaintiffs andThird-Party Directors (Kenneth Rossano, David Hirsch, Robert Striano,Donald S. Chadwick, C. Kenneth Mehrling and Robert K. Hopkins, Jr.) OfEParent In Civ. No. 99-6140. This case was commenced onDecember 17, 1999. We are plaintiff in a case pending in the SuperiorCourt of Middlesex County, Massachusetts, in which claims have beenasserted against a former officer of the company, Stanley Klein, and aformer employee, Kimberly Schive. The claims arise out of asettlement agreement executed by us and Klein in March, 1998, one whichwe claim Klein breached even before he signed the document and againshortly after the document was signed. There 

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are additional claims of fraud, defamation,slander and tortuous interference against Klein. Klein hascounterclaimed, seeking the benefits he was to receive under theagreement, including the remainder of a buy-out of shares of our commonstock he holds. The case is currently scheduled for trial inmid-December, 2005. It is our opinion that we will not be liable forthe payments and that the amount of damages being sought ascompensation to us far exceeds the contract balance which is $119,825.

**Item 2.  UnregisteredSales of Equity Securities and Use of Proceeds**

On July 27, 2005, we issued an aggregate of40,000 shares of our restricted common stock to the following parties in consideration for services rendered as employees (exceptfor Mr. Grenell whose issuance was based on business consultingservices)**:**Laurie Carmack – 5,000 shares;Dennis Grenell – 5,000 shares; Linda Quinn – 5,000shares; Seth McKinley – 5,000 shares; Nikki Prevenslik– 5,000 shares; and Angela J. Berzonski – 15,000shares. The issuance was valued at $.117 per share or $ 4,680. Ourshares were issued in reliance on the exemption from registrationprovided by Section 4(2) of the Securities Act of 1933. No commissionswere paid for the issuance of such shares. The above issuance of sharesof our common stock qualified for exemption under Section 4(2) of theSecurities Act of 1933 since the issuance of such shares by us did notinvolve a public offering. The above investors were sophisticatedinvestors and had access to information normally provided in aprospectus regarding us. The offering was not a “publicoffering” as defined in Section 4(2) due to the insubstantialnumber of persons involved in the deal, size of the offering, manner ofthe offering and number of shares offered. We did not undertake anoffering in which we sold a high number of shares to a high number ofinvestors. In addition, the above investors had the necessaryinvestment intent as required by Section 4(2) since she agreed to andreceived a share certificate bearing a legend stating that such sharesare restricted pursuant to Rule 144 of the 1933 Securities Act. Theserestrictions ensure that these shares would not be immediatelyredistributed into the market and therefore not be part of a“public offering.” Based on an analysis of theabove factors, we have met the requirements to qualify for exemptionunder Section 4(2) of the Securities Act of 1933 for the abovetransaction. 

On September 23, 2005, we completed afinancing agreement by signing a securities purchase agreement for amaximum of $3,720,000. The initial closing was for financing of theprincipal amount of $1,550,000 of the $3,720,000 for which we issuedcallable secured convertible notes. The initial funding was undertakenas follows: AJW Partners, LLC - $189,100; AJW Offshore, Ltd. -$812,200; AJW Qualified Partners, LLC - $527,000; and New MilleniumCapital Partners II, LLC - $21,700. Under the securities purchaseagreement, we will receive the principal amount of $930,000 within 2days of filing this SB-2 registration statement; and the finalprincipal amount of $1,240,000 within 2 days after this registrationstatement is declared effective. At both times, we will issue callablesecured convertible notes for such amounts. The note is convertibleinto our common shares at the lesser of either $.12 or the average ofthe lowest 3 intra-day trading prices during the 20 trading daysimmediately prior to the conversion date discounted by

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40%. The investors in the financing shallnot be entitled to convert the promissory note if such conversion wouldresult in any investor solely owning more than 4.99% of our outstandingshares of common stock.

Based on our recent financing, we have alsoissued 2,100,000 warrants convertible into shares of our common stock.Upon the maximum funding of $3,720,000 set forth in the securitiespurchase agreement, we will issue a maximum aggregate of 5,000,000warrants.

Each Warrant entitles to holder to one shareof our common stock. The exercise price is $.15 and is exercisable forfive years from the date of issuance.  For the 2,100,000warrants issued on September 23, 2005, the expiration date is September23, 2010. 

 

The convertible notes and the warrants wereissued in reliance on the exemption from registration provided bySection 4(2) of the Securities Act of 1933. No commissions were paidfor the issuance of such shares. The above issuance of shares of ourcommon stock qualified for exemption under Section 4(2) of theSecurities Act of 1933 since the issuance of such shares by us did notinvolve a public offering. The note holders set forth above were eachsophisticated investors and had access to information normally providedin a prospectus regarding us. The offering was not a “publicoffering” as defined in Section 4(2) due to the insubstantialnumber of persons involved in the deal, size of the offering, manner ofthe offering and number of shares offered. We did not undertake anoffering in which we sold a high number of shares to a high number ofinvestors. In addition, the note holders set forth above had thenecessary investment intent as required by Section 4(2) since sheagreed to and received a share certificate bearing a legend statingthat such shares are restricted pursuant to Rule 144 of the 1933Securities Act. These restrictions ensure that these shares would notbe immediately redistributed into the market and therefore not be partof a “public offering.” Based on an analysis of theabove factors, we have met the requirements to qualify for exemptionunder Section 4(2) of the Securities Act of 1933 for the abovetransaction. 

 

On September 30, 2005, we issued 10,000shares of our restricted common stock to Dennis Grenell inconsideration for consulting services rendered to us for businessconsulting. The issuance was valued at $.048  per share or $480. Our shares were issued in reliance on the exemption fromregistration provided by Section 4(2) of the Securities Act of 1933. Nocommissions were paid for the issuance of such shares. The aboveissuance of shares of our common stock qualified for exemption underSection 4(2) of the Securities Act of 1933 since the issuance of suchshares by us did not involve a public offering. Mr. Grenell was asophisticated investor and had access to information normally providedin a prospectus regarding us. The offering was not a “publicoffering” as defined in Section 4(2) due to the insubstantialnumber of persons involved in the deal, size of the offering, manner ofthe offering and number of shares offered. We did not undertake anoffering in which we sold a high number of shares to a high number ofinvestors. In addition, Mr. Grenell had the necessary investment intentas required by Section 4(2) since he agreed to and received a sharecertificate bearing a legend stating 

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that such shares are restricted pursuant toRule 144 of the 1933 Securities Act. These restrictions ensure thatthese shares would not be immediately redistributed into the market andtherefore not be part of a “public offering.” Basedon an analysis of the above factors, we have met the requirements toqualify for exemption under Section 4(2) of the Securities Act of 1933for the above transaction. 

On September 30, 2005, we issued 50,000shares of our restricted common stock to the Estelle Turner Trust inconsideration for consulting services rendered by Harold Turner to us.The issuance was valued at $.048 per share or $ 2,400. Our shares wereissued in reliance on the exemption from registration provided bySection 4(2) of the Securities 

Act of 1933. No commissions were paid forthe issuance of such shares. The above issuance of shares of our commonstock qualified for exemption under Section 4(2) of the Securities Actof 1933 since the issuance of such shares by us did not involve apublic offering. The Estellee Turner Trust was a sophisticated investorand had access to information normally provided in a prospectusregarding us. The offering was not a “publicoffering” as defined in Section 4(2) due to the insubstantialnumber of persons involved in the deal, size of the offering, manner ofthe offering and number of shares offered. We did not undertake anoffering in which we sold a high number of shares to a high number ofinvestors. In addition, The Estelle Turner Trust had the necessaryinvestment intent as required by Section 4(2) since she agreed to andreceived a share certificate bearing a legend stating that such sharesare restricted pursuant to Rule 144 of the 1933 Securities Act. Theserestrictions ensure that these shares would not be immediatelyredistributed into the market and therefore not be part of a“public offering.” Based on an analysis of theabove factors, we have met the requirements to qualify for exemptionunder Section 4(2) of the Securities Act of 1933 for the abovetransaction. 

**Item 3.  Defaults UponSenior Securities**

Not applicable.

**Item 4.  Submission OfMatters To A Vote Of Security Holders**

Not applicable.

**Item 5.  Other Information**

Not applicable

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**Item 6.  Exhibits AndReports On Form 8-K**

(a)

Exhibits:

Exhibit 31.1 Certification of ChiefExecutive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of2002.

Exhibit  31.2 Certification  of  Chief Financial Officerpursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit  32.1 Certification ofChief Executive Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)

Current Reports on Form 8-K: 

1.

Current report on Form 8-K dated and filedSeptember 28, 2005, reporting on Item 1.01: Entry into a MaterialDefinitive Agreement; Item 5.02: Departure of Directors or PrincipalOfficers; Election of Directors; Appointment of Principal Officers

2.

Current report on Form 8-K dated and filedAugust 29, 2005 (amending Form 8-K filed on August 9, 2005) reportingon Item 4.02:  Non-Reliance On Previously Issued FinancialStatements Or A Related Audit Report Or Completed Interim Review

3.

Current report on Form 8-K dated August 25,2005 and filed August 26, 2005, reporting on Item  5.02:Departure of Directors or Principal Officers; Election of Directors;Appointment of Principal Officers

4.

Current report on Form 8-K dated and filedAugust 9, 2005  reporting on Item 4.02:  Non-RelianceOn Previously Issued Financial Statements Or A Related Audit Report OrCompleted Interim Review; Item 8.01: Other Events

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**SIGNATURES**

In accordance with Section 13 or 15(d) ofthe Securities Exchange Act of 1934 The Registrant has caused thisreport caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. 

|   | EP GLOBAL COMMUNICATIONS, INC.                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (Registrant)                                                                                                                                                                                            |
| By:    | /s/ Joseph M. Valenzano, Jr.                                                                                                                                                                            |
|   |      JosephM. Valenzano, Jr., 

      Presidentand Chief Executive Officer                                                                       |
|   |                                                                                                                                                                                                    |
|   | /s/ Robert J. Salluzzo                                                                                                                                                                                  |
|   |      RobertJ. Salluzzo

      ChiefOperating Officer, Chief Financial Officer, and Chief 

      AccountingOfficer |
|   |                                                                                                                                                                                                    |
|   | Dated:  January 4, 2006                                                                                                                                                                            |

In accordance with the requirements of theSecurities Exchange Act of 1934, this Report has been signed below bythe following persons on behalf of the Registrant and in the capacitiesand on the dates indicated. 

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