| **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D. C. 20549

**FORM 10-KSB/A**

**Amendment No. 1**

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

**For the fiscal year ended December 31, 2004**

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to___________

Commission file number: 000-30797

**EP GLOBAL COMMUNICATIONS, INC.**

(Name of Small Business Issuer in its charter) |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Delaware**                                                      | **14-1818396**                              |
|-------------------------------------------------------------------|---------------------------------------------|
| **(State or other jurisdiction of incorporation ororganization)** | **(I.R.S. Employer Identification Number)** |
|                                                              |                                        |
| **C/O Exceptional Parent Magazine**                               | **15901**                                   |
| **551 Main Street, Johnstown, PA**                                | **(Zip code)**                              |
| **(Address of principal executive offices)**                      |                                        |
|                                                              |                                        |

| **(814) 361-3860**            |
|-------------------------------|
| **Issuer's Telephone Number** |

|   |   |
|--------|--------|

| **Securities registered under Section 12(b) of theExchange Act:** |
|-------------------------------------------------------------------|

| **Title of each class registered:** | **Name of each exchange on which registered:** |
|-------------------------------------|------------------------------------------------|
| **None**                            | **None**                                       |
|                                |                                           |

| **Securities registered under Section 12(g) of theExchange Act:** |
|-------------------------------------------------------------------|
| **Common Stock, par value $.0001**

(Title of class)              |

|   |   |
|--------|--------|

Checkwhether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (orfor such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days. Yes [X] No [ ]

Checkif no disclosure of delinquent filers in response to Item 405 ofRegulation S-B is contained in this form, and no disclosure will becontained, to the best of registrant's knowledge, in definitive proxyor information statements incorporated by reference in Part III of thisForm 10-KSB or any amendment to this Form 10-KSB. [ ]

Registrant'srevenues for its most recent fiscal year were $2,594,185

TheIssuer's stock is trading on the OTC Electronic Bulletin Board underthe symbol EPGL.OB.

Asof April 12, 2005  the Registrant had 22,132,818 common sharesoutstanding.

Documentsincorporated by reference: See Item 13. Exhibits and Reports on Form8-K in Part III

**Explanatory Note:**

ThisForm 10-KSB/A is being filed to amend the EP Global Communicantions,Inc. (“Company”) Annual Report on Form 10-KSB for the year endedDecember 31, 2004. The amendment arose out of a letter of comment datedJuly 26, 2005 received from the staff of the Securities and ExchangeCommission.  

Generally,no attempt has been made in this Form 10-KSB/A to modify or updateother disclosures presented in the original report on Form 10-KSBexcept as required to meet the staff’s comments.  This Form10-KSB/A does not reflect events occurring after the filing of theoriginal Form 10-KSB or modify or update those disclosures. Information not affected by the amendment is unchanged andreflects the disclosure made at the time of the original filing of theForm 10-KSB with the Securities and Exchange Commission on April 13,2005. The following items have been amended as a result of therestatement:

1.

Item1 - to include disclosure to discuss the potential consequences to theCompany if it is unable to successfully complete a private placementmemorandum to raise up to $2 million, and

2.

Item6 - to amend the description of cost of sales and income fromoperations for a change in the presentation of these items in theconsolidated statements of operations

3.

Item7 -  to revise the Company’s consolidated financial statements, asdiscussed in Note 14 (“Restatement”) to correct an error in reportingthe Company's sale of an interest in InforMedx, LLC. 

Inaddition, this amendment contains currently-dated certifications fromour Chief Executive Officer and Chief Financial Officer, as required bySection 302 of the Sarbanes-Oxley Act of 2002.

**Forward Looking Statements:**

Certaininformation contained herein should be considered "forward-lookingstatements" within the meaning of the Private Securities LitigationReform Act of 1995 which is subject to a number of risks anduncertainties. The preparation of forward-looking statements requiresthe use of estimates of future revenues, expenses, activity levels andeconomic and market conditions, many of which are outside the controlof EP Global Communications, Inc. ("Company") control. Specific factorsthat could cause actual results to differ materially from those setforth in the forward-looking statements include: economic conditions,labor costs; competitive pressures on pricing; consumer perceptions ofthe Company's products; other operational matters discussed herein andother risks and uncertainties. Other factors and assumptions notidentified above are also involved in the preparation offorward-looking statements, and the failure of such other factors andassumptions to be realized may also cause actual results to differmaterially from those discussed.

**PART I**

**ITEM1. DESCRIPTION OF BUSINESS.**

InMarch 2005 the Company initiated a private placement memorandum toraise up to $2,000,000 through the issuance of a 6% convertibledebenture (conversion at $0.50 per share into the common stock of theCompany). The primary use of proceeds from this private placement isintended to fund the Company’s expansion strategy that includes certainacquisitions in addition to paying down existing debt. Were theCompany, for any reason, to be unable to raise the entire $2,000,000contemplated, or any portion thereof, it would reduce proportionatelyits acquisition plans to reflect the actual level of funding achievedwhile attempting to also pay down debt in a manner that is alsoproportionate to the actual level of funding achieved.

**ITEM6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

Costof Sales and Income From Operations

Incomefrom operations in 2004 approximated 52% as compared to 59% for theyear ended December 31, 2003, reflecting the result of a 21% decreasein sales together with cost of sales  comprising 53% in fixedcosts.

**ITEM7. FINANCIAL STATEMENTS**

TheCompany's Financial Statements and Notes to Financial Statements areattached hereto beginning with page F-1.

**ITEM13: EXHIBITS AND REPORTS ON FORM 8-K**

(a)Exhibits

Theexhibits that are filed with this report or that are incorporated byreference are set forth in the Exhibit Index attached hereto.

(b)Reports on Form 8-K

Nochange

**SIGNATURES**

Inaccordance with Section 13 or 15(d) of the Securities Exchange Act of1934 The Registrant has caused this report to be signed on its behalfby the undersigned, thereunto duly authorized. 

|  **EPGlobal Communications,  Inc. (Registrant)** |
|------------------------------------------------------------|

|   |   |                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                             |
|   | By:    | /s/Joseph M. Valenzano, Jr. 

     JosephM. Valenzano, Jr, President, Chief Executive Officer                                                                                           |
|   |   |                                                                                                                                                                                                             |
|   |   | /s/Robert J. Salluzzo

     RobertJ. Salluzzo, Chief Operating (and Financial) Officer                                                                                                  |
|   |   |                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                             |
|   |        | In accordance with therequirements of the Securities Exchange Act of1934, this Report has been signed below by the following persons onbehalf of the Registrant and in the capacities and on the datesindicated. |
|   |   |                                                                                                                                                                                                             |
|   |   | /s/Joseph M. Valenzano, Jr. 

     JosephM. Valenzano, Jr, Director                                                                                                                     |
|   |   |                                                                                                                                                                                                             |
|   |   | /s/Donald S. Chadwick

     DonaldS. Chadwick, Director                                                                                                                                 |
|   |   |                                                                                                                                                                                                             |
|   |   | /s/William Bleil

     WilliamBleil, Director                                                                                                                                           |
|   |   |                                                                                                                                                                                                             |
|   |   | /s/Raymond Smith

     RaymondSmith, Director                                                                                                                                           |
|   |   |                                                                                                                                                                                                             |
|   | Dated: | August9, 2005                                                                                                                                                                                                    |

**EXHIBITINDEX**

(31.1)Rule 13a-14(A) Certification Of Chief Executive Officer

(31.2)Rule 13a-14(A) Certification Of Chief Financial Officer

(32.1)Certification Pursuant To 18 U.S.C. Section 1350, As Adopted PursuantTo Section 906

           OfThe Sarbanes-Oxley Act Of 2002

(32.2)Certification Pursuant To 18 U.S.C. Section 1350, As Adopted PursuantTo Section 906

           OfThe Sarbanes-Oxley Act Of 2002

**FinancialStatements:**

**EP GLOBAL COMMUNICATIONS, INC. AND SUBSIDIARIES**

Index

|   |                                                                                              | Page                 |
|--------|---------------------------------------------------------------------------------------------------|----------------------|
|   |  

 Reportof Independent Registered Public Accounting Firm                              | F2                   |
|   |                                                                                                   |                 |
|   | ConsolidatedBalance Sheet December 31, 2004                                                       | F3  -  F4  |
|   | ConsolidatedStatements of Operations, for the Years Ended December 31, 2004 and 2003              | F5                   |
|   | ConsolidatedStatements of Stockholders' Deficiency, for the Years Ended December31, 2004 and 2003 | F6                   |
|   | ConsolidatedStatements of Cash Flows, for the Years Ended December 31, 2004 and 2003              | F7  -  F8  |
|   | Notesto Consolidated Financial Statements                                                         | F9  -  F30 |
|   |                                                                                              |                 |

F-1

| TwoIndustrial Way West, Eatontown, NJ  07724  (732) 544-8111 Fax (732) 544-8788  E-Mail: tax@wgpc.net

              Wiener,Goodman

**& Company, P.C.**

Certified Public Accountants

            &Consultants

Joel Wiener, CPA

Gerald Goodman, CPA

Memberships

    SEC Practice Section of AICPA

    PCPS of AICPA

    American Institute of CPA

    New Jersey Society of CPA |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Board of Directors and Stockholders of

EPGlobal Communications, Inc.

We have audited the accompanying consolidated balancesheets of EP Global Communications, Inc. and subsidiaries (the“Company”) as of December 31, 2004, and the related consolidatedstatements of operations, stockholders’ deficiency and cash flows foreach of the two years in the period ended December 31, 2004. These financial statements are the responsibility of theCompany’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

We conducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates).  Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements.  An audit also includesassessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statementpresentation.  We believe that our audits provide a reasonablebasis for our opinion.

In our opinion, such consolidated financial statementspresent fairly, in all material respects, the financial position of EPGlobal Communications, Inc. and subsidiaries as of December 31, 2004,and the results of their operations and their cash flows for each ofthe two years in the period ended December 31, 2004, in conformity withaccounting principles generally accepted in the United States ofAmerica.  

As discussed in Note 14 (“Restatement”) to theconsolidated financial statements, an error in reporting the Company'ssale of an interest in InforMedx, LLC was discovered by management as aresult of a regulatory review.  Accordingly, the consolidatedfinancial statements have been re-stated to correct the error.

WIENER, GOODMAN & COMPANY, P.C.

Eatontown, New Jersey

February 24, 2005, except as to notes 11, 13, 14 and15 for which the date is August 5, 2005

F-2

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Balance Sheet**

**ASSETS**

See notes to consolidated financial statements.

F-3

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Balance Sheet**

**LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**

See notes to consolidated financial statements.

F-4

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Statements Of Operations**

See notes to consolidated financial statements.

F-5

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Statement of Stockholders Deficiency**

See notes to consolidated financial statements.

F-6

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Statements Of Cash Flows**

See notes to consolidated financial statements.

F-7

**EP Global Communications, Inc. And Subsidiaries**

**Consolidated Statements Of Cash Flows - Continued**

See notes to consolidated financial statements.

F-8

**EP Global Communications, Inc. And Subsidiaries**

**Notes To Consolidated Financial Statements**

**December 31, 2004**

**1.**

**      Description OfBusiness And Summary Of Significant Accounting Policies**

Basis of Presentation

On November 28, 2003, East Coast Airlines, Inc. ("East Coast") entered into a share exchange agreement withPsy-Ed Corporation.  In connection with the share exchange, EastCoast acquired the assets and assumed the liabilities of Psy-EdCorporation.  For accounting purposes, the share exchangeagreement has been treated as a recapitalization of Psy-Ed Corporationas the acquirer.  The financial statements prior to November 28,2003 are those of Psy-Ed Corporation.  See Note 2 of Notes toConsolidated Financial Statements.  

Organization

EP Global Communications, Inc., formerly East CoastAirlines, Inc., and Subsidiaries (“EP” or the “Company”), operates itsbusiness through its subsidiary, Psy-Ed Corporation (d/b/a ExceptionalParent Magazine).  EP publishes and distributes Exceptional ParentMagazine, an international publication, designed to serve theinformation needs of families and professionals who are involved in thecare and development of children and adults with disabilities andspecial health care needs.  EP also develops and implements onlineaccredited Continued Medical Education Programs; has its own library ofover 1,000 disability book titles and publishes clinical monographswhich are disseminated to physicians, researchers and allied healthcare professionals as well as families and caregivers all over theworld.  

Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include theaccounts of the Company and its majority-owned subsidiaries.  Allintercompany transactions and balances have been eliminated.  

Use of Estimates

The preparation of the consolidated financialstatements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at thedate of the financial 

F-9

statements and the reported amounts of revenues andexpenses during the reporting period.  Actual results could differfrom those estimates.

Concentration of Credit Risk

Financial instruments which potentially subject theCompany to concentrations of credit risk consist principally of cashand 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 hold theCompany's financial instruments are financially sound and, accordingly,minimal credit risk is believed to exist with respect to thesefinancial instruments.

The Company grants credit primarily to advertisersbased on an evaluation of the customer’s financial condition, withoutrequiring collateral.  Exposure to losses on these receivables isprincipally dependent on each customer’s financial condition.  Amajority of the subscription income is received in advance and presentslittle risk to the Company.  The Company controls its exposure tocredit risk through monitoring procedures and establishes appropriateallowances for anticipated losses.  

Provision for Losses on Uncollectible Receivables

The provisions for losses on uncollectible tradereceivables are determined principally on the basis of specificidentification and past collection experiences.  Allowances fordoubtful accounts on accounts receivable balances was approximately$41,000 at December 31, 2004.

Inventories

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

Revenue Recognition

The Company recognizes revenue in accordance with theguidance contained in SEC Staff Accounting Bulletin No.  104,“Revenue Recognition in Financial Statements” (“SAB104”).  

F-10

Online services advertising revenues, primarilyderived from the sale of banner advertisements and sponsorships on theCompany's web sites, is recognized in the period the advertising isdisplayed.  The costs to develop this internet income are periodcosts and are expensed when incurred.  Print publicationadvertising and circulation revenues are recognized, net of agencycommissions and estimated returns and allowances, when publications areissued.  List rental income is recognized, net of commission, whena list is sold or rented.  

Deferred subscription income, net of agency commissionis recorded when subscription orders are received.  The Companyuses a fulfillment house, which calculates the revenue to be recordedfor all periods.  Customers generally subscribe to the magazinefor a three year period of time.  Deferred subscription incomerepresents the portion of the prepaid subscription not earned by theCompany and paid for in advance of fulfillment by the Company to thecustomer.  

Depreciation and Amortization

Property and equipment are stated at cost lessaccumulated depreciation and amortization.  Depreciation ofproperty and equipment is calculated on the straight-line method overthe estimated useful lives of the respective assets, ranging from threeto five years.  Leasehold improvements are amortized over thelesser of the useful life of the asset or the term of the lease.  

Stock-Option Plan

The Company accounts for equity-based compensationissued to employees in accordance with Accounting Principles Board(“ABP”) Opinion No.  25 “Accounting for Stock Issued toEmployees”.  APB No.  25 requires the use of the intrinsicvalue method, which measures compensation cost as the excess, if any,of the quoted market price of the stock at the measurement date overthe amount 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-Based Compensation.”

In December 2002, the FASB issued SFAS No. 148,“Accounting for Stock-Based Compensation-Transition and Disclosure, anamendment of FASB Statement No.  123”.  SFAS No. 148 providesalternative methods of transition for a voluntary change to the fairvalue based method of accounting for stock-based employee compensation. 

It also requires disclosure in both annual and interimfinancial statements about the method of accounting for stock-basedemployee compensation and the effect of the method used on reportedresults.   The Company adopted the disclosure provisions ofSFAS No. 148 beginning with the year ended December 31, 2002.  TheCompany 

F-11

grants stock options with exercise prices at fairmarket value at the date of grant.  The Company will continue toaccount for stock-based employee compensation under the recognition andmeasurement principle of APB Opinion No. 25 and related interpretationsthrough December 31, 2005.

In December 2004, the FASB issued SFAS No. 123R,Share-Based Payment, which establishes standards for the accounting fortransactions in which an entity exchanges its equity instruments forgoods or services. A key provision of this statement is the requirementof a public entity to measure the cost of employee and non-employeeservices received in exchange for an award of equity instruments(including stock options) based on the grant-date fair value of theaward. That cost will be recognized over the period during which anemployee is required to provide service in exchange for the award(i.e., the requisite service period or vesting period). This standardbecomes effective on January 1, 2006 for small business issuers. TheCompany will adopt SFAS 123R beginning in the Company's first fiscalquarter of 2006.  The Company is currently evaluating its positionand will make its determination to account for the compensation costseither prospectively or retroactively at the time of adoption.

The Company has adopted the disclosure-only provisionsof SFAS No. 123, "Accounting for Stock-Based Compensation"(SFAS No.123).  Had compensation cost for the Company's stock option planbeen determined based on the fair value at the grant date for awards in2003 consistent with the provisions of SFAS No. 123, the Company's netearnings (loss) and earnings (loss) per share would have been reducedto the pro forma amounts indicated below:

No options or warrants were granted during the yearended December 31, 2004.

F-12

Income Taxes

The Company accounts for income taxes using an assetand liability approach under which deferred income taxes are recognizedby applying enacted tax rates applicable to future years to thedifferences between the financial statement carrying amounts and thetax bases of reported assets and liabilities.  

The principal items giving rise to deferred taxes arecertain expenses which have been deducted for financial reportingpurposes which are not currently deductible for income tax purposes andthe future tax benefit of certain net operating loss carryforward. 

Evaluation of Long-Lived Assets

The Company reviews property and equipment forimpairment 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 of Long-LivedAssets.  ” If the carrying value of the long-lived asset exceedsthe present value of the related estimated future cash flows, the assetwould be adjusted to its fair value and an impairment loss would becharged to operations in the period identified.

Earnings (Loss) Per Share  

Basic earnings (loss) per common share are computed bydividing net earnings (loss) by the weighted average number of commonshares outstanding during the year.   Diluted earnings percommon share are computed by dividing net earnings by the weightedaverage number of common shares and potential common shares outstandingduring the year.  The basic weighted average shares were used incalculating year ended December 31, 2004 diluted loss per share, asinclusion of the incremental shares shown in this calculation would beantidilutive.  Potential common shares used in computing dilutedearnings per share relate to stock options, warrants and convertiblepreferred stock which, if exercised, would have a dilutive effect onearnings per share.

The following table includes a reconciliation ofshares used in the calculation of basic and diluted earnings (loss) pershare:

F-13

* Preferred stock convertible into 719,801 shares ofcommon stock was not 

    included in the foregoingcomputation for 2004 because they were antidilutive.

Fair Value of Financial Instruments

For financial instruments including cash, accountspayable, accrued expenses and notes payable, it was assumed that thecarrying amount approximated fair value because of the short maturitiesof such instruments. 

New Financial Accounting Standards  

In December 2004, the Financial Accounting StandardBoard (“FASB”) issued Statement on Financial Accounting Standards("SFAS") No. 123(R), "Share-Based Payment" (revised), that will requirecompensation costs related to share-based payment transactions to berecognized in the financial statements.  With limited exceptions,the amount of compensation cost will be measured based on thegrant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reportingperiod.  Compensation cost will be recognized over the period thatan employee provides service in exchange for the reward.  Thestatement also amends SFAS No. 95, "Statement of Cash Flows", torequire that excess tax benefits be reported as a financing cash inflowrather than as a reduction of taxes paid.  SFAS No. 123(R) iseffective as to the Company as of the beginning of the first interimperiod that begins after December 15, 2005.  The Company iscurrently evaluating its position and will make its determination toaccount for the compensation costs either prospectively orretroactively at the time of adoption.  The adoption of SFAS123(R) is not expected to have a material effect on the Company'sreported results of operations.****

In December 2004, the FASB issued SFAS No. 153 anamendment of APB Opinion No. 29 "Exchanges of Nonmonetary Assets". SFAS No. 153 amends APB Opinion No. 29 by eliminating theexception under APB No. 29 for nonmonetary exchanges of similarproductive assets and replaces it with a general exception forexchanges of 

F-14

nonmonetary assets that do not have commercialsubstance.  A nonmonetary exchange has commercial substance if thefuture cash flows of the entity are expected to change significantly asa result of the exchange.  SFAS No. 153 is effective for periodsbeginning after June 15, 2005.  The adoption of SFAS No. 153 isnot expected to have a material effect on the Company's financialposition or results of operations.

In November, 2004 the FASB issued SFAS No. 151, anamendment to ARB No. 43 chapter 4 "Inventory Costs".  SFAS No. 151requires that abnormal costs of idle facility expenses, freight,handling costs and wasted material (spoilage) be recognized ascurrent-period charges.  SFAS No. 151 is effective for fiscalyears beginning after June 15, 2005.  Adoption of SFAS No. 151 isnot expected to have a material impact on the Company's results ofoperations or financial position.

In December 2003, the FASB issued SFAS No. 132(R),“Employer’s Disclosure about Pensions and Other PostretirementBenefits" (revised).  SFAS No. 132(R) retains disclosurerequirements of the original SFAS No. 132(R) and requires additionaldisclosures relating to assets, obligations, cash flows, and netperiodic benefit cost.  SFAS No. 132(R) is effective for fiscalyears ending after December 15, 2003, except that certain disclosuresare effective for fiscal years ending after June 15, 2004. Interim period disclosures are effective for interim periodsbeginning after December 15, 2003.  The adoption of SFAS No.132(R) did not have a material effect on the Company’s results ofoperations or financial position.

In May 2003, the FASB issued SFAS No. 150, “Accountingfor Certain Financial Instruments with Characteristics of BothLiabilities and Equity.”  SFAS No. 150 clarifies the accountingfor certain financial instruments with characteristics of bothliabilities and equity and requires that those instruments beclassified as liabilities in statements of financial position. Previously, many of those financial instruments were classifiedas equity.  SFAS No. 150 is effective for financial instrumentsentered into or modified after May 31, 2003, and otherwise is effectiveat the beginning of the first interim period beginning after June 15,2/003.  The adoption of the provisions of SFAS No. 150 did nothave a material effect on the Company’s financial position.

In January 2003, the FASB issued FASB Interpretation("FIN") No. 46, "Consolidation of Variable Interest Entities."  InDecember 2003, the FASB issued FIN No. 46(R) (revised) to addresscertain FIN No. 46 implementation issues.  This interpretationrequires that the assets, liabilities, and results of activities of aVariable Interest Entity (“VIE”) be consolidated into the financialstatements of the enterprise that has a controlling interest in theVIE.  FIN No. 46(R) also requires additional disclosures byprimary beneficiaries and other significant variable interest holders. For entities acquired or created before February 1, 2003, thisinterpretation is effective no later than the end of the first interimor reporting period ending after March 15, 2004, except for those VIE’sthat are considered to be special purpose entities, for 

F-15

which the effective date is no later than the end ofthe first interim or annual reporting period ending after December 15,2003.  For all entities that were acquired subsequent to January31, 2003, this interpretation is effective as of the first interim orannual period ending after December 31, 2003.  The adoption of FINNo. 46 did not have a material impact on the Company's results ofoperations or financial position.

In November 2002, the FASB issued FIN No. 45,"Guarantor’s Accounting and Disclosure Requirements for Guarantees,Including Indirect Guarantees of Indebtedness of Others", andinterpretation of FASB Statements No. 5, 57 and 107 and Rescission ofFASB Interpretation No. 34.  FIN No. 45 clarifies the requirementsof SFAS No. 5, Accounting for Contingencies, relating to theguarantor’s accounting for, and disclosure of, the issuance of certaintypes of guarantees.  This interpretation clarifies that aguarantor is required to recognize, at the inception of certain typesof guarantees, a liability for the fair value of the obligationundertaken in issuing the guarantee.  The initial recognition andinitial measurement provisions of this Interpretation are applicable ona prospective basis to guarantees issued or modified after December 31,2002, irrespective of the guarantor’s fiscal year-end.  Thedisclosure requirements in this interpretation are effective forfinancial statements of interim or annual periods ending after December15, 2002.  The Company adopted FIN No. 45 on January 1, 2003. The adoption of FIN No. 45 did not have a material impact on theCompany's results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146,"Accounting for Costs Associated with Exit or Disposal Activities." This Statement requires recording costs associated with exit ordisposal activities at their fair values when a liability has beenincurred.  Under previous guidance, certain exit costs wereaccrued upon management's commitment to an exit plan.  The Companyadopted SFAS No. 146 on January 1, 2003.  The adoption of SFAS No.146 did not have a material impact on the Company's result ofoperations or financial position.

**2.**

**      Share AcquisitionAgreement**

On November 28, 2003, East Coast entered into a shareacquisition agreement with Psy-Ed Corporation d/b/a Exceptional Parent("EParent").  See Note 1 of Notes to Consolidated FinancialStatements.  

As provided for in the share acquisition agreement,the stockholders of EParent received 190 shares of East Coast commonstock in exchange for each share of EParent common stock they held.  A total of 13,010,984 shares of East Coast were issued toEParent stockholders in connection with  the share acquisitionexchange.   Immediately following the share acquisitionexchange, East Coast had a total of 20,326,818 shares of common stockissued and outstanding excluding shares issuable upon conversion ofEparent's Series A and Series B Preferred Stock.

F-16

In addition, the resignations of Robert Salluzzo andCharles Youngblood from the Board of Directors of East Coast and fromtheir positions as President and Chief Executive Officer and aSecretary, respectively, took effect upon the close of the shareacquisition exchange.   The EParent Board of Directors becamethe Board of Directors of East Coast and Joseph M.  Valenzano, Jr. became the President and Chief Executive Officer.  

The name of the new parent company was changed to EPGlobal Communications, Inc.   Assuming the EParentstockholders owning all of the 3,642 EParent Series A and Series Bpreferred shares first convert them to EParent common shares and thenexchange their common shares for 630,066 East Coast common shares, theEParent stockholders will then own approximately 65% of East Coast'soutstanding common stock.  While the former stockholders now ownmore than a majority of the issued and outstanding shares of EastCoast, no individual stockholder holds enough shares to assert controlover East Coast and neither East Coast or EParent is aware of any groupof stockholders that is acting together in order to assert control overEast Coast.  

**3.**

**      Property AndEquipment**

Property and equipment at December 31, 2004 consistsof the following:

Depreciation expense for the years ended December 31,2004 and 2003 was $21,675 and $15,990, respectively.  

**4.**

**      Accrued Expenses**

Accrued expenses at December 31, 2004 consist of thefollowing:

F-17

**5.**

**      Debt**

Long Term Debt

Long-term debt at December 31, 2004 consists of thefollowing:

F-18

(1)

This note is subordinated to Provident Bank’s workingcapital line of credit.  

(2)

A shareholder of the Company collateralized the loanwith shares of another public entity owned by the shareholder.  

The following are maturities of long-term debt:

Short-term debt

Short-term bank obligations at December 31, 2004,consists of the following:

(3)

The line of credit is secured by the Company’saccounts receivable, inventory and property and equipment.  The line of credit is expected to be continued subject topayments of $75,000 in both March and April 2005.  

**6.**

**      Capital LeaseObligation**

The Company is the lessee of equipment under onecapitalized lease expiring December 2008.  Future minimum leasepayments under the lease are as follows:

F-19

**7.**

**      Related PartyTransactions**

Note payable to officer/stockholder at December 31,2004 consists of the following:

See Note 9 of the Notes to Consolidated FinancialStatements for other related party transactions

**8.**

**      Income Taxes**

The liability method, prescribed by SFAS No. 109,“Accounting for Income Taxes”, is used by the Company in accounting forincome taxes.  Under this method, deferred tax assets andliabilities are determined based on differences between financialreporting and tax basis of assets and liabilities and are measuredusing the enacted tax rates and laws that are expected to be in effectwhen the differences are expected to reverse.  

During the year ended December 31, 2004, the Companyrecorded a deferred tax asset associated with its net operating loss(“NOL”) carryforwards of approximately $2,250,000 that was fully offsetby a valuation allowance due to the determination that it was morelikely than not that the Company would be unable to utilize thesebenefits in the foreseeable future.  The Company’s NOLcarryforward expires beginning in 2010 through 2017.

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There is no provision for income taxes for the yearsended December 31, 2004 and 2003 as there was no taxable income ineither year.

The types of temporary differences between tax basisof assets and liabilities and their financial reporting amounts thatgive rise to the deferred tax liability and deferred tax asset andtheir approximate tax effects are as follows:

The provision for income taxes on earnings differsfrom the amount computed using the federal statutory rate of 34% as aresult of the following:

See Note 2 regarding the Company's businesscombination pursuant to a share acquisition agreement.  Thebusiness combination was a tax-free merger pursuant to Internal RevenueCode Section 368. Accordingly, in connection with this merger, theCompany's ultimate recognition of its NOL became subject to InternalRevenue Code Section 382.

The general tax principle underlying Code Section 382is that losses incurred by a corporation may be utilized by offsettingincome it later generates, as long as its separate existence and theidentity of its major shareholders are basically unchanged. However,significant limitations to the use of the Company's NOL may apply ifthere is an ownership change.  The testing period is defined asthe three-year period ending on the day of any shift involving afive-percent shareholder or the equity structure. 

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While the Company does not believe the ultimaterealization of its NOL carryforward will be impacted by the merger, itcan give no assurance that limitations that may exist under theprevailing, or future, Code Section 382 will not apply. 

**9.**

**      Stock Issued forServices**

For the year ended December 31, 2004, the Companyissued 1,806,000 shares of the Company's common stock to employees andnon-employees as stock-based compensation in the amount of $16,254. Of the amounts 800,000 shares ($7,200) were issued to officers ofthe Company (a related party transaction).  The Company accountsfor the services using the fair market value of the services rendered.

**10.**

**      Stockholders'Deficiency**

Common Stock

The Company is authorized to issue 60,000,000 sharesof $.001 par value common stock.  All the outstanding Common Stockis fully paid and non-assessable. 

Preferred Stock – Series A

The Company is authorized to issue 5,000,000 shares of$ .01 par value Preferred Stock – Series A.  All the outstandingPreferred Stock is fully paid and non-assessable. Each share of thePreferred Stock is convertible, at the option of the holder at anytime, into 190 shares of the Company’s Common Stock.  The holdersof Series A preferred Stock  have the following rights.

Dividends:

If any dividend is declared on the Company’s CommonStock in any fiscal year, the holders of the Series A Preferred Stockfirst shall be entitled to receive a dividend of $200 per share inpreference to the payment of any dividends on the Company’s Common Stock. 

Liquidation Preference

In the event of any liquidation or winding up of theCompany, if the funds available for liquidation are less than$4,000,000 the holders of the Series A Preferred Stock shall beentitled to receive in full, prior to any other distribution made onthe Company’s Common Stock, cash dividends in an amount of $25.00 pershare (as adjusted for any stock dividends, combinations or splits withrespect to such shares), on an equal basis with any distribution to bemade to the holders of the Series B Preferred Stock.

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After this preferred amount, if any, has been paid infull, any of the Company’s remaining funds and assets legally availablefor distribution to shareholders will be distributed on an as-convertedbasis to the holders of the shares of Series A and Series B PreferredStock and our Common Stock.  If the funds available fordistribution to stockholders on liquidation is greater than $4,000,000,then such funds will be distributed to the holders of the Series APreferred Stock and Series B Preferred Stock (on a pro rata basis basedon the number of shares of common stock into which all such shares ofpreferred stock are convertible) and the holders of the Company’sCommon Stock.

Redemption

Upon the sale by the Company of its capital stockwhich results in 51% of capital stock being held by persons other thanthose who held its capital stock on September 30, 1995 then the Companymust offer to redeem the Series A Preferred Stock at a price equal totwo times the conversion price of the Series A Preferred Stock(currently $25 per share).  Notwithstanding the foregoing, if theCompany does not have sufficient funds to redeem the Series A PreferredStock without causing a material adverse effect on the Company’s ability to carry out its business, only the funds that areavailable that will not cause such material adverse effect shall beused to redeem the Series A Preferred Stock.  This redemptionrequirement will continue until such time as all of the shares ofSeries A Preferred Stock have been redeemed.

Conversion

Each Share of Series A Preferred Stock is convertibleinto 190 shares of Common Stock (subject to adjustment) at any time atthe option of the holder.  The Preferred Stock automaticallyconverts into the Company’s Common Stock upon the consummation of apublic offering by the Company with aggregate proceeds or fair marketvalue in excess of $4,000,000.  All rights incident to a share ofSeries A Preferred Stock will terminate automatically upon anyconversion of such shares into Common Stock.  The Conversion Ratewill be subject to appropriate adjustment upon any stock split, reversestock split or stock dividend or similar transaction.

Anti-dilution Adjustments:

The Series A Preferred Stock  provides forproportional adjustments to the conversion rate for stock splits,dividends, recapitalizations and similar transactions.

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Voting Rights

Holders of the Series A Preferred Stock are entitledto vote on all matters submitted to the Company’s shareholders for avote or consent.  Each Share of Series A Preferred Stock hasvoting rights equal to the number of shares of Common Stock  intowhich it converts (presently 190 for 1).  Except when a separateclass vote is required by law, the Series A Preferred Stock will votewith the Common Stock as a single class.

Preferred Stock – Series B

The Company is authorized to issue 5,000,000 shares of$1.00 par value cumulative Preferred Stock – Series B.  All theoutstanding Preferred Stock is fully paid and non-assessable. Eachshare of the Preferred Stock is convertible, at the option of theholder at any time, into 277 shares of the Company’s Common Stock.. Holders of the Series B Preferred Stock are entitled to 10%cumulative dividend if declared by the Board of Directors. This classof stock holds liquidation preferences and is redeemable in December2005 for face value plus accrued dividends.

Dividends:

The holders of the Series B Preferred Stock shall beentitled to cumulative dividends of 10% per share prior to the Companypaying any dividends on the Series A Preferred Stock or its CommonStock.

Liquidation Preference

In the event of any liquidation or winding up of theCompany, if the funds available for liquidation are less than$4,000,000 the holders of the Series B Preferred Stock shall beentitled to receive in full, prior to any other distribution made onthe Company’s Common Stock, cash dividends in an amount of $61.00 pershare (as adjusted for any stock dividends, combinations or splits withrespect to such shares), plus all accumulated and unpaid dividends, onan equal basis with any distribution to be made to the holders of theSeries B Preferred Stock.

After this preferred amount has been paid in full, anyof the Company’s remaining funds and assets legally available fordistribution to shareholders will be distributed on an as-convertedbasis to the holders of the shares of Series A and Series B PreferredStock and our Common Stock.

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If the funds available for distribution tostockholders on liquidation is greater than $4,000,000, then such fundswill be distributed to the holders of the Series A Preferred Stock andSeries B Preferred Stock (on a pro rata basis based on the number ofshares of common stock into which all such shares of preferred stockare convertible) and the holders of Company’s Common Stock on a prorata basis.

Redemption

Upon the sale by the Company of its capital stockwhich results in 51% of capital stock being held by persons other thanthose who held its capital stock on September 30, 1995 then the Companymust redeem the Series A Preferred Stock at a price equal to two timesthe conversion price of the Series A Preferred Stock (currently $61 pershare).  In addition, the Series B Preferred Stock is redeemableby the Company in December 2005 for its issue price of $61 per shareplus accrued dividends.  Notwithstanding the foregoing, if theCompany does not have sufficient funds to redeem the Series B PreferredStock without causing a material adverse effect on the Company’sability to carry out its business, only the funds that are availablethat will not cause such material adverse effect shall be used toredeem the Series B Preferred Stock.  This redemption requirementwill continue until such time as all of the shares of Series BPreferred Stock have been redeemed. 

Conversion

Each share of Series B Preferred Stock is convertibleinto 277 shares of Common Stock (subject to adjustment) at any time atthe option of the holder.  The Series B Preferred Stockautomatically converts into the Company’s Common Stock upon theconsummation of a public offering by the Company with aggregateproceeds or fair market value in excess of $4,000,000.  All rightsincident to a share of Series B Preferred Stock will terminateautomatically upon any conversion of such shares into Common Stock. The Conversion Rate will be subject to appropriate adjustmentupon any stock split, reverse stock split or stock dividend or similartransaction.

Anti-dilution Adjustments:

The Series B Preferred Stock  provides forproportional adjustments to the conversion rate for stock splits,dividends, recapitalizations and similar transactions.

Voting Rights

Holders of the Series B Preferred Stock are entitledto vote on all matters submitted to the Company’s shareholders for avote or consent.  Each Share of Series B Preferred Stock hasvoting rights equal to the number of shares of Common Stock  intowhich it converts (presently 277 for 1).  Except when a separateclass vote is required by law, the Series B Preferred Stock will votewith the Common Stock as a single class.

F-25

**11.**

**      Sale Of Interest InLLC**

EP Global, during September 2004, entered into a jointventure with the InforMedx Group, LLC, (“InforMedx”) a  subsidiaryof the Conemaugh Health System of Johnstown, Pennsylvania, to promoteon line educational seminars, using a web based medium presentingtopics that relate to the care of special needs individuals.  Thecontent of the seminars is medically based in most instances.  Theintended audiences are professional, and aligned and family caregiversof special needs individuals.  

To implement the joint venture, EP has established alimited liability company, EP Educational Network LLC, (“Network”) andInforMedx agreed to pay $210,000 for a one half interest in this newlyestablished entity.  Of this amount $100,000 was received inSeptember 2004 with the balance due September 2005.  

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

EP has recognized the transaction as an addition tominority interest.

In June of 2005, InforMedx informed the Company thatit had reconsidered its continuing participation in the joint ventureand made a determination that continued participation would not beconsistent with Conemaugh’s strategic goals.  Accordingly,InforMedx has agreed to return its one-half interest to the Company andbe released from its obligation to pay the Company $110,000 inSeptember 2005.

**12.**

**      Minority Interests**

Minority interests consist of a fifty percent (50%)ownership interest in EP Educational Network LLC, (see Note 11). The income from the operation of the entity and its respectiveminority interests have been reflected in the Company’s statement ofoperations for the year ended 2004.  The amount on the Company’sbalance sheet represents the minority interests at December 31, 2004

**13.**

**      Commitments andContingencies**

Operating Leases

The Company has operating leases for office spaceexpiring in 2006  and office equipment expiring in 2008.  Total operating lease expense amounted to $111,988 and$102,035 in 2004 and 2003, respectively.  Subsequent leasepayments are as follows:

F-26

Legal Proceedings

The Company is a plaintiff against a former directorand shareholder who has not satisfied the terms of his agreement withthe Company of April 1998.  The action resulted in the Companysuspending payments to him under that agreement which at the time ofsuspension had a balance of $119,651.  It is the opinion of theCompany’s attorneys that the Company will not be liable for thepayments and that the amount of damages being sought as compensation tothe Company far exceeds the contract balance.

On July 27, 2005, the Company received notice that anaction has been commenced against the company alleging breach ofcontract and other causes of action seeking specific performance andother unspecified damages.  The Company is continuing itsevaluation of the claim and believes it has meritorious defenses. The Company intends to contest the claim vigorously.  Whilethe claim is at an early stage, the Company does not believe that anadverse outcome  would materially affect its financial statements.

**14.**

**      Restatement**

On August 3, 2005, as a result of a routine regulatoryreview by the Securities and Exchange Commission, the Company’s boardof directors concluded that the financial statements for the year endedDecember 31, 2004 as issued in the Registrant's annual report on Form10K-SB required restatement because of an error in recognizing incomeassociated with the formation of EP Educational Network LLC (see Note11).  The error was corrected by recognizing funds received asadditional minority interest.

The following table shows the effect of therestatement on the consolidated balance sheet as of December 31, 2004.

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The following table shows the effect of therestatement on the consolidated statement of operations for the yearended December 31, 2004.  (The restatement had no effect on theconsolidated statement of operations for any other period.)

F-28

The restatement had no substantive effect on theconsolidated statement of changes in stockholders’ deficiency for theyear ended December 31, 2004.  The restatement also had nosubstantive effect on the consolidated statement of changes instockholders’ deficiency for the year ended December 31, 2003 exceptthat the statement was retroactively restated for the equivalent numberof shares received in the merger after giving effect to any differencesin par value of the issuer’s and acquirer’s stock with an offset topaid in capital.  

The following table shows the effect of therestatement on the consolidated

statement of cash flows for the year ended December31, 2004. (The restatement had no effect on the consolidated statementof cash flows for any other period.)

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**15.**

**      Subsequent Events**

In June of 2005, the minority interest in theconsolidated financial statements informed the Company that it hadreconsidered its continuing participation.  See Note 11.

As described in Note 13, on July 27, 2005, the Companyreceived notice that an action has been commenced against the companyalleging breach of contract and other causes of action seeking specificperformance and other unspecified damages.  

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