-----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, O3KR1PIkjWh87aCn1wiRLHcCeJ8H1Rcdm4Swiki5QxzszB6Kc83y+HYbKuYBU8nU ZY76P/ugMkBje2GSsj5w6g== 0001013762-02-000102.txt : 20020806 0001013762-02-000102.hdr.sgml : 20020806 20020806171646 ACCESSION NUMBER: 0001013762-02-000102 CONFORMED SUBMISSION TYPE: SB-2MEF PUBLIC DOCUMENT COUNT: 3 333-89996 FILED AS OF DATE: 20020806 EFFECTIVENESS DATE: 20020806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALCOM INC /CA/ 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: SB-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-97731 FILM NUMBER: 02720962 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: 19960502 SB-2MEF 1 sb2mef.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- VALCOM, INC. (Exact name of small business issuer as specified in its charter)
DELAWARE 7819 58-1700840 (State or other jurisdiction of (Primary standard industrial (I.R.S. Employer Identification No.) incorporation or organization) classification code number)
------------------------------------------- 26030 Avenue Hall, Studio 5 Valencia, California 91355 (661) 257-8000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------------------------- Vince Vellardita Chairman, President & CEO 26030 Avenue Hall, Studio 5 Valencia, California 91355 (661) 257-8000 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------------ Copies to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas, 21st Flr. New York, New York 10018 (212) 930-9700 ------------------------------------------ Approximate date of proposed sale to public: As soon as practicable after this registration statement becomes effective. ------------------------------------------ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-89996 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] -------------------------- CALCULATION OF REGISTRATION FEE
==================================== ================ ======================= ======================== ================ PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SECURITY(1) PRICE(1) FEE - ------------------------------------ ---------------- ----------------------- ------------------------ ---------------- Common stock, $.001 par value 50,000 $0.59 $29,500 $3.00 - ------------------------------------ ---------------- ----------------------- ------------------------ ---------------- TOTAL $3.00 ==================================== ================ ======================= ======================== ================ (1) Estimated solely for the purpose of determining the registration fee.
-------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form SB-2 (File No. 333-89996 file by ValCom, Inc. with the Securities and Exchange Commission (the "Commission") on June 7, 2002, including the exhibits thereto, which was declared effective by the Commission on July 15, 2002, is incorporated herein by reference. SIGNATURES In accordance the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirement for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Valencia, California on August 6, 2002. VALCOM, INC. By: /s/ Vince Vellardita Vince Vellardita, President and Chief Executive Officer In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE --------- --------- ---- /s/ Vince Vellardita President, Chief Executive Officer and Chairman August 6, 2002 Vince Vellardita /s/ Steve Weber Director August 6, 2002 Steve Weber /s/ Ronald Foster Vice President, Secretary & Director August 6, 2002 Ronald Foster /s/ David Weiner Director August 6, 2002 David Weiner
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion from Counsel 23.1 Consent from Accountants 23.2 Consent from Counsel (included in Exhibit 5.1) EX-5 2 sb2mefex51.txt SICHENZIA ROSS FRIEDMAN FERENCE LLP 1065 Avenue of the Americas, 21st Flr. New York, NY 10018 ------------------- Telephone: (212) 930-9700 Facsimile: (212) 930-9725 August 6, 2002 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: ValCom, Inc. Form SB-2 Registration Statement (File No. 333- Ladies and Gentlemen: We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by ValCom, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/Sichenzia Ross Friedman Ference LLP EX-23 3 sb2mefex231.txt Exhibit 23.1 ACCOUNTANT'S CONSENT We consent to the use of our report dated December 27, 2001 on the consolidated financial statements of ValCom, Inc. and subsidiaries as included in the Form Form SB-2, dated on or about August 6, 2002 for registration of 50,000 shares of ValCom, Inc. Common Stock. /s/ Jay J. Shapiro Jay J. Shapiro, CPA a professional corporation Encino, California August 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----