-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QeLeUJUzdPKfnqGSLoqCCXeZm24+McWL56wWKOsPl3K/x0oLu7+LejyV3ZsW/qWc K8rezcWjl9THwh2rR1mdUw== 0001013453-03-000031.txt : 20030529 0001013453-03-000031.hdr.sgml : 20030529 20030529125621 ACCESSION NUMBER: 0001013453-03-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALCOM INC CENTRAL INDEX KEY: 0001013453 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 581700840 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28416 FILM NUMBER: 03722933 BUSINESS ADDRESS: STREET 1: 26030 AVENUE HALL STUDIO 5 CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 6612578000 MAIL ADDRESS: STREET 1: 26030 AVENUE HALL - STUDIO #5 CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: SBI COMMUNICATIONS INC DATE OF NAME CHANGE: 20030204 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC /CA/ DATE OF NAME CHANGE: 20010620 FORMER COMPANY: FORMER CONFORMED NAME: SBI COMMUNICATIONS INC DATE OF NAME CHANGE: 19960502 8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 29, 2003 ------------ VALCOM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-28416 58-1700840 - ----------------------- ------------------------------- (Commission File Number) (IRS Employer Identification No.) 26030 Avenue Hall - Studio #5, Valencia, California 91355 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 661-257-8000 ------------ Item 4. Changes in Registrant's Certifying Accountant On May 27, 2003, the Registrant engaged Kabani & Company, Inc., Certified Public Accountants, as the Registrant's independent accountants to report on the Company's consolidated balance sheet as of September 30, 2003, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended. The decision to appoint Kabani & Company, Inc. was approved by the Registrant's Board of Directors. The Registrant dismissed Weinberg & Company, PA ("WC") as its auditors effective May 27, 2003. WC served as the Registrant's independent auditors' for the Registrant's fiscal years ended September 30, 2002, as well through the date of its dismissal. WC's report on the Registrant's consolidated financial statements for the registrant's fiscal year September 30, 2002 (the "Reports") does not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, however, it was modified to include an explanatory paragraph wherein they expressed substantial doubt about the Registrant's ability to continue as a going concern. WC did not issue any reports on the Registrant's financial statements for the fiscal year ended September 30, 2001. During the Registrant's association with WC as Registrant's independent accountants until WC's dismissal, there were no disagreements with WC within the meaning of item 304 of regulation S-B or any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, which disagreements if not resolved to WC's satisfaction, would have caused WC to make reference to the subject matter of the disagreements in connection with its reports. During the Registrant's association with WC as Registrant's independent accountants until WC's dismissal, there was the following "reportable event" (as such term is defined in item 304(a) (1) (IV) (B) of regulation S-B. The Company did not record certain stock and warrant issuances and the related expenses timely in its Form 10-QSB reporting during 2002. Additionally, the stock and warrant issuances were not documented in the minutes of the meetings of the Board of Directors. The Company has taken the necessary steps to properly and timely record all stock and warrant transactions and has documented with minutes being approved by the Board of Directors. On April 22, 2002, Jay J. Shapiro PC, resigned as the Registrant's independent accountants. Jay J. Shapiro served as the Registrant's independent auditors' for the Registrant's fiscal years ended September 30, 2001, as well as through the date of his dismissal. During the Registrant's fiscal years ended September 30, 2001, and until his resignation, there were no disagreements with Jay J. Shapiro within the meaning of item 304 of regulation S-B or any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, which disagreements if not resolved to Jay J. Shapiro satisfaction, would have caused Jay J. Shapiro to make reference to the subject matter of the disagreements in connection with its reports. During the Registrant's fiscal years ended September 30, 2001 and through the period until Jay J. Shapiro's resignation on April 22, 2002, there were no "reportable events" (as such term is defined in item 304(a)(1)(iv)(B) of regulation S-B. During the Registrant's two most recent fiscal years and any subsequent interim period prior to the engagement of Kabani & Company, Inc., neither the Registrant nor anyone on the Registrant's behalf consulted with Kabani & Company, Inc. regarding either (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements or (ii) any matter that was either the subject of a "disagreement" or a "reportable event." The Registrant has requested WC to review the disclosure contained herein and has provided WC the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrant's expression of WC 's views, or the respects in which WC does not agree with the statements contained herein. WC has reviewed the disclosure contained herein and has provided to the Registrant a letter addressed to the Securities and Exchange Commission stating that it has reviewed the disclosure provided in this Current Report and has no disagreement with the relevant portions of this disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-B. A copy of such letter is filed as Exhibit 16 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits Exhibit 16 Letter from Weinberg & Company, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 29, 2003 Valcom, Inc. ValCom, Inc. By: /s/ Vince Vellardita --------------------------- Vince Vellardita EXHIBIT 16 WEINBERG & COMPANY, P.A. Town Executive Center 6100 Glades Road - Suite 314 Boca Raton, Florida 33434 Telephone: (561) 487-5765 Facsimile: (561) 487-5766 May 29, 2003 Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 9-5 405 Fifth Street, N.W. Washington, D.C. 20549 RE: VALCOM, INC. FILE REF. NO. 000-28416 ------------------------- Dear Sirs/Madams: We have read the statements that we understand ValCom, Inc. will include under Item 4 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4. Very truly yours, Weinberg & Company Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----