EP Global Communications Inc fka EPGL

[wobblenuts]

Part C Bus iness I nformat ion
Item 8 The nature of the issuer’s business.
EP Global Communications, Inc. is a public corporation which was initially organized
under the laws of Delaware on December 17, 1999. The fiscal year end date is
December 31. The Company was in the business of publishing a monthly publication
for the special needs community. With the advent of digital publishing and the Internet,
the Company began to struggle with costs of doing business and a decrease in print
advertising revenues. In 2005 the Company entered into a Private Equity funding
Agreement with NIR Group LLC of New York City for several million dollars. The
business continued to struggle and this was exacerbated by the 2008 financial crisis.
As the business struggled near bankruptcy under several million dollars of debt to
creditors, vendors and employees, bankruptcy was imminent in early 2012. At the
same time, the Company's largest creditor, NIR Group, came under financial difficulty
and a court appointed liquidator, Pricewaterhouse Coopers Cayman, took control of the
liquidation process of the NIR owned funds which the company owed money to.
It was at this point when it looked as if the Company was going to be forced into
bankruptcy protection, that an investor in the Company named Michael Hayes offered
to restructure the company and re-direct its business model into that of medical device
manufacturer. Mr. Hayes, along with Pricewaterhouse Coopers agreed to restructure
the Company together in May 2012. With the amicable cooperation of Company
management at the time, the parties executed a Definitive Restructuring Agreement and
plan in June 2012. This plan was presented to shareholders for a Special Meeting and
vote to approve a 10:1 reverse split so the Company could be successfully reorganized
into a medical device manufacturer, while hopefully providing a way for long-time
shareholders of both the Company and NIR to potentially benefit and recoup some or
more of their previous losses. Mr. Hayes agreed to contribute the assets of his
privately held medical device company and Pricewaterhouse Coopers agreed to
convert 100% of the Company's debt to NIR Funds, to equity in the newly restructured
company. Remaining smaller creditors agreed to convert their debt to equity also. The
President of the Company, Joseph Valenzano agreed to forgive Promissory Notes he
and his wife held as a creditors in the amount of approximately $900K in exchange for
the rights to the remaining publishing assets, so that he can carry on the business of
publishing a periodical to the special needs community as before. Mr. Valenzano has
agreed amicably to retire from the Company along with all former management. With
this Agreement to restructure in place, the company would shed some $10 million
dollars in debt and gain a new business model for the future. Pricewaterhouse
Coopers will oversee up to 2.25 Billion shares of authorized EPGL common (restricted)
shares as issued to AJW Qualified Partners and Michael Hayes will be issued up to 2.25
billion (restricted) shares and all Preferred shares for his contributions to the
restructuring of the Company. Remaining creditors will be issued their converted
(restricted) shares from the holdings of Mr. Hayes and AJW Qualified Partners. Long
term Company shareholders will retain some 499 million shares post reverse split,
freely trading in the market at present. A pending legal judgment Against former
Company President Joseph Valenzano, the Company and PsyEd Corp in the amount of
$689K plus attorney fees, dating back 12 years is in the process of being settled at the
present time.