-----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, RkJWjmv2w7uwfc1ltZnyGpZwzlwSqeFZIWbi8KvdooseKvXgpOT69KUpjdOeCOKy q9UDSt49YsUq0gJaL0gPEA== 0001227528-07-000028.txt : 20070216 0001227528-07-000028.hdr.sgml : 20070216 20070216131030 ACCESSION NUMBER: 0001227528-07-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALCOM, INC CENTRAL INDEX KEY: 0001013453 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] 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: 07630368 BUSINESS ADDRESS: STREET 1: 920 COMMERCE STREET CITY: LAS VEGAS STATE: NV ZIP: 89106-4501 BUSINESS PHONE: 702-385-9000 MAIL ADDRESS: STREET 1: 920 COMMERCE STREET CITY: LAS VEGAS STATE: NV ZIP: 89106-4501 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC DATE OF NAME CHANGE: 20030213 FORMER COMPANY: FORMER CONFORMED NAME: SBI COMMUNICATIONS INC DATE OF NAME CHANGE: 20030204 8-K 1 lk8k021507.txt VALCOM, INC. FORM 8-K UNITED STATES 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) JULY 1, 2006 VALCOM, INC. ------------- (Exact name of registrant as specified in its charter) Delaware 000-28416 58-1700840 --------------- ------------------------ ------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 2525 NORTH NAOMI STREET, BURBANK, CA 91504 ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (818) 848-5800 920 South Commerce Street, Las Vegas, Nevada 89106 ------------------------------------------------------------- (Former name or former address, if changed since last report) Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On July 1, 2006, Armando C. Ibarra CPA (the "Former Accountant") declined to stand for re-appointment as the independent registered public accounting firm for ValCom, Inc. (the "Company") due to the Former Accountant's decision to discontinue its Public Company Accounting Oversight Board (PCAOB) registration. The Company has engaged Kempisty & Company (the "New Accountant"), as its new independent registered public accounting firm. The Company's decision to engage the New Accountant was approved by its Board of Directors on February 5, 2007. The reports of the Former Accountant on the financial statements of the Company for each of the two most recent fiscal years, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles for the two most recent fiscal years, except that the Former Accountant's opinion in its report on the Company's financial statements for each of the last two fiscal years expressed substantial doubt with respect to the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and the subsequent interim period through the date of resignation, there were no reportable events as the term is described in Item 304(a)(1)(iv) of Regulation S-B. During the Company's two most recent fiscal years and the subsequent interim period through the date of resignation, there were no disagreements with the Former Accountant on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Accountant would have caused it to make reference to the subject matter of the disagreements in connection with its reports on these financial statements for those periods. The Company did not consult with the New Accountant regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written or oral advice was provided by the New Accountant that was a factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues. The Company has requested that the Former Accountant furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The requested letter is attached as Exhibit 16.1 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 16.1 Letter from Former Accountant. 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 hereunto duly authorized. VALCOM, INC. Date: February 16, 2007 By: /s/ Vince Vellardita -------------------- Vince Vellardita, Chief Executive Officer EX-1 2 ex_16-1.txt EXHIBIT 16.1 EXHIBIT 16.1 A C I ARMANDO C. IBARRA CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL CORPORATION Armando C. Ibarra, C.P.A . Armando Ibarra, Jr., C.P.A., JD Members of the California Society of Certified Public Accountants Members of the American Institute of Certified Public Accountants Members of the Better Business Bureau since 1997 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, DC 20549-7561 Re: ValCom, Inc. Ladies and Gentleman: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on July 1, 2006, to be filed by our former client, ValCom, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. /S/Armando C. Ibarra, CPA-APC - ----------------------------- Armando C. Ibarra, CPA-APC -------------------------- Chula Vista, California February 12, 2007 371 E STREET, CHULA VISTA, CA. 91910 TEL: (619) 422-1348 FAX: (619) 422-1465 -----END PRIVACY-ENHANCED MESSAGE-----