-----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, FGixdjHFp3JtoJO8AfXBJTWu/+nACClANmMdPuwWwQur/tKBOYiVJJPO3ZRo49qK z424G4avLlaC+R28kkbvCw== 0001227528-08-000170.txt : 20080930 0001227528-08-000170.hdr.sgml : 20080930 20080930155439 ACCESSION NUMBER: 0001227528-08-000170 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28416 FILM NUMBER: 081097326 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 10QSB 1 l10qsb123106.txt VALCOM, INC. FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q ---------- (Mark one) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2006 Commission file Number 0-28416 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 VALCOM, INC. -------------------------------------------------------- (Name of small business issuer specified in its charter) Delaware 58-1700840 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 2113A Gulf Boulevard, Indian Rocks Beach, Florida 33785 ------------------------------------------------------- (Address of Principal executive offices) (Zip code) (727) 953 - 9778 ------------------------- Issuer's telephone number Securities registered pursuant to 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK $0.001 PAR VALUE ----------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] As of September 11, 2008 the issuer had 22,774,349 shares of its $0.001 par value common stock outstanding. UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying financial statements are unaudited and are prepared in accordance with rules and regulations of the Securities and Exchange Commission for interim quarterly reporting. Accordingly, these financial statements do not include all disclosures required under generally accepted accounting principles. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of ValCom, Inc. and subsidiaries as of December 31, 2006 and the results of their operations and their cash flows for the three months ended December 31, 2006. These consolidated financial statements include the accounts of ValCom, Inc. and its subsidiary companies (together "the Company"). Results for the three months ended December 31, 2006, are not necessarily indicative of the operations, which may occur during the year ending September 30, 2006. Refer to the Company's Annual Report on Form 10- KSB for the year ended September 30, 2006 for further information. VALCOM, INC. FORM 10-Q Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements F-1 Item 2. Management's Discussion and Analysis or Plan of Operation 2 Item 3. Quantitative and Qualitative Market Risk 4 Item 4. Controls and Procedures 5 PART II - OTHER INFORMATION Item 1. Legal Proceedings 6 Item 1A. Risk Factors 6 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6 Item 3. Defaults Upon Senior Securities 6 Item 4. Submission of Matters to a Vote of Security Holders 7 Item 5. Other Information 8 Item 6. Exhibits 9 SIGNATURES PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS VALCOM, INC. We have reviewed the accompanying balance sheet of ValCom, Inc. as of December 31, 2006, and the related statements of operations, stockholders' equity (deficit), and cash flows for the three months ended December 31, 2006 and December 31, 2005. These interim financial statements are the responsibility of the Corporation's management. We conduct our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists of principally applying analytical procedures and making inquiries of persons responsible for the financials and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to such financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the balance sheet of ValCom, Inc. as of September 30, 2006, and the related statements of income, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated September 18, 2008, we expressed an unqualified opinion with a going concern paragraph on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of September 30, 2006 is fairly stated, in all material respects, in relations to the balance sheet from which it has been derived. /S/ MOORE & ASSOCIATES, CHARTERED - --------------------------------- Moore & Associates, Chartered Las Vegas, Nevada September 25, 2008 2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 FAX: (702)253-7501 F-1
VALCOM, INC. ASSETS December 31, September 30, 2006 2006 (unaudited) -------------- -------------- CURRENT ASSETS Cash $ 69,618 $ 71,612 Accounts receivable, net 76,971 196,249 -------------- -------------- Total Current Assets 146,589 267,861 -------------- -------------- FIXED ASSETS, net 120,365 126,700 -------------- -------------- OTHER ASSETS Deposits 159,603 160,811 Other assets 1,000,000 1,000,000 -------------- -------------- Total Other Assets 1,159,603 1,160,811 -------------- -------------- TOTAL ASSETS $ 1,426,557 $ 1,555,372 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 637,923 $ 603,408 Accrued interest payable 134,002 68,172 Due to related parties 1,672,456 1,672,456 Notes payable 501,480 416,480 -------------- -------------- Total Current Liabilities 2,945,861 2,760,516 -------------- -------------- LONG-TERM LIABILITIES Notes payable - - -------------- -------------- Total Long-Term Liabilities - - -------------- -------------- TOTAL LIABILITIES 2,945,861 2,760,516 -------------- -------------- STOCKHOLDERS' EQUITY (DEFICIT) Series B Preferred stock, 1,000,000 shares authorized at par value of $0.001, 38,000 shares issued and outstanding 38 38 Series C Preferred stock, 25,000,000 shares authorized at par value of $0.001, 9,267,416 shares issued and outstanding 9,267 9,267 Common stock, 250,000,000 shares authorized at par value of $0.001, 4,287,510 and 4,265,603 shares issued and outstanding, respectively 4,288 4,266 Treasury stock, 35,000 shares (23,522) (23,522) Additional paid-in capital 14,161,176 14,097,995 Accumulated deficit (15,670,551) (15,293,188) -------------- -------------- Total Stockholders' Equity (Deficit) (1,519,304) (1,205,144) -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,426,557 $ 1,555,372 ============== ============== The accompanying notes are an integral part of these financial statements. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
VALCOM, INC. STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended December 31, ----------------------------------------- 2006 2005 --------------- ----------------- REVENUES $ 188,645 $ 1,801,409 COST OF GOODS SOLD - 1,712,514 --------------- ----------------- GROSS MARGIN 188,645 88,895 --------------- ----------------- OPERATING EXPENSES Advertising and marketing 5,852 63,908 Depreciation expense 6,335 8,650 General and administrative 487,991 369,677 Total Operating Expenses 500,178 442,235 --------------- ----------------- LOSS FROM OPERATIONS (311,533) (353,340) --------------- ----------------- OTHER INCOME (EXPENSE) Gain (loss) on sale of equipment - - Interest expense (65,830) (15,694) Other income - 12,141 --------------- ----------------- TOTAL OTHER INCOME (EXPENSE) (65,830) (3,553) --------------- ----------------- NET LOSS $ (377,363) $ (356,893) =============== ================= BASIC LOSS PER SHARE $ (0.09) $ (0.17) =============== ================= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,276,557 2,122,724 =============== =================
THE ACCOMPANYING NOTES ARE A INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F-3
VALCOM, INC. Statements of Stockholders' Equity (Deficit) Series B Preferred Stock Series C Preferred Stock Common Stock Shares Amount Shares Amount Shares Amount ------ ------ --------- ------- --------- ------- Balance, September 30, 2005 38,000 $ 38 6,517,416 $ 6,517 2,094,186 $ 2,094 Preferred stock issued for services - - 4,000,000 4,000 - - Common stock issued for services - - - - 336,729 337 Common stock issued for debt - - - - 1,697,425 1,698 Preferred stock conversion - - (1,250,000) (1,250) 137,263 137 Net loss for the year ended September 30, 2006 - - - - - - ------ ------ --------- ------- --------- ------- Balance, September 30, 2006 38,000 38 9,267,416 9,267 4,265,603 4,266 Common stock issued for cash - - - - 5,707 6 Common stock issued for services - - - - 5,000 5 Common stock issued for debt - - - - 11,200 11 Preferred stock conversion - - - - - - Net loss for the three months ended December 31, 2006 - - - - - - ------ ------ --------- ------- --------- ------- Balance, December 31, 2006 38,000 $ 38 9,267,416 $ 9,267 4,287,510 $ 4,288 ====== ====== ========= ======= ========= =======
The accompanying notes are an integral part of these financial statements. F-4
VALCOM, INC. Statements of Stockholders' Equity (Deficit) (Con't) Total Additional Stockholders' Treasury Paid-In Accumulated Equity Stock Capital Deficit (Deficit) ----------- ------------ ------------- ------------- Balance, September 30, 2005 $ (35) $ 10,571,125 $ (10,345,350) $ 234,389 Preferred stock issued for services - 196,000 - 200,000 Common stock issued for services - 605,029 - 605,366 Common stock issued for debt - 2,611,572 - 2,613,270 Preferred stock conversion (23,487) 114,269 - 89,669 Net loss for the year ended September 30, 2006 - - (4,947,838) (4,947,838) ----------- ------------ ------------- ------------- Balance, September 30, 2006 (23,522) 14,097,995 (15,293,188) (1,205,144) Common stock issued for cash - 38,197 - 38,203 Common stock issued for services - 9,995 - 10,000 Common stock issued for debt - 14,989 - 15,000 Preferred stock conversion - - - - Net loss for the three months ended December 31, 2006 - - (377,363) (377,363) ----------- ------------ ------------- ------------- Balance, December 31, 2006 $ (23,522) $ 14,161,176 $ (15,670,551) $ (1,519,304) =========== ============ ============= =============
The accompanying notes are an integral part of these financial statements. F-5
VALCOM, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended December 31, ------------------------------------------------ 2006 2005 ---------------- ---------------- OPERATING ACTIVITIES Net loss $ (377,363) $ (356,893) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation expense 6,335 8,650 Common stock issued for services 10,000 67,419 Impairment of asset - - Changes in operating assets and liabilities (Increase) decrease in accounts receivable 119,278 (517,293) (Increase) decrease in prepaid expenses 1,208 (25,000) Increase (decrease) in accrued interest payable 65,830 15,694 Increase (decrease) in accounts payable 49,515 15,505 Increase (decrease) in deferred income - - ---------------- ---------------- Net Cash Used in Operating Activities (125,197) (791,918) ---------------- ---------------- INVESTING ACTIVITIES Proceeds from sale of equipment - - Purchase of property and equipment - (20,068) ---------------- ---------------- Net Cash Used in Investing Activities - (20,068) ---------------- ---------------- FINANCING ACTIVITIES Proceeds from preferred and common stock 38,203 248,000 Proceeds from note payable 85,000 361,086 Repayment of notes payable - (68,693) ---------------- ---------------- Net Cash Provided by Financing Activities 123,203 540,393 NET DECREASE IN CASH (1,994) (271,593) ---------------- ---------------- CASH AT BEGINNING OF YEAR 71,612 276,280 ---------------- ---------------- CASH AT END OF YEAR $ 69,618 $ 4,687 ================ ================ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest $ - $ - Income Taxes $ - $ - NON CASH FINANCING ACTIVITIES: Common stock issued for debt $ 15,000 $ - The accompanying notes are an integral part of these financial statements. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-6
VALCOM, INC. (A Development Stage Company) Notes to the Financial Statements NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2006 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the CityCityUnited States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2006 audited financial statements. The results of operations for the period ended December 31, 2006 are not necessarily indicative of the operating results for the full years. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management's plans include of investing in and developing all types of businesses related to the entertainment industry. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 - SIGNIFICANT EVENTS On December 11, 2006, the Company completed a 1 for 20 reverse split of its common stock. The reverse stock split is reflected in the financial statements on a retroactive basis.
F-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. References in this section to "ValCom, Inc.," the "Company," "we," "us," and "our" refer to ValCom, Inc. and our direct and indirect subsidiaries on a consolidated basis unless the context indicates otherwise. This quarterly report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects, intends, believes, anticipates, may, could, should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement. OVERVIEW PLAN OF OPERATION As of December 31, 2006, ValCom, Inc. operations were comprised of five divisions. STUDIO RENTAL ValCom's business includes television production for network and syndication programming, motion pictures, and real estate holdings, however, revenue is primarily generated through the lease of the sound stages and production. ValCom's past and present clients in addition to Paramount Pictures and Don Belisarious Productions, include Sony Pictures, Warner Brothers, Universal Studios, MGM, HBO, NBC, 20th Century Fox, Disney, CBS, Sony, Showtime, and the USA Network. In addition to leasing its sound stages, ValCom also owns a library of television content, which is ready for worldwide distribution and several major television series in advanced stages of development. ValCom's Studio Division is composed of two properties: 920 South Commerce, CityCityLas Vegas and CityCity2625 North Naomi Street, CityBurbank, giving ValCom a total of 9 sound stages and a recording studio. Corporate offices are located at the Commerce Studios and both facilities offer state-of-the art production studio, broadcast facilities, recording studios, production design construction, animation and post-production. FILM PRODUCTION DIVISION In addition to producing our own television and motion picture programming, ValCom Inc. entered into a production agreement with entertainment industry billion dollar producer Jeff Franklin who also joins ValCom's Strategic Advisory Board. CityCityFranklin has brought in more than $2 billion in domestic box office sales and with the addition of the film division.Mr. CityFranklin is one of producers of the theatrical feature, "CityCityCasper" and is executive producer on "Kull, The Conqueror," "Cold Around The Heart," "Stuart Little," and "Stuart Little 2." 2 ANIMATION October 1, 2003, we formed New Zoo Revue LLC pursuant to a joint venture agreement with O Atlas Enterprises Inc.,a CityCityCalifornia corporation. New Zoo Revue LLC was formed for the development and production of "New Zoo Revue" a feature film and television series and marketing of existing episodes. ValCom shall contribute all funding required for the development of the above to a maximum of $1,000,000 and O Atlas shall contribute an exclusive ten (10) year worldwide license in and to all rights, music and characters as its equal contribution towards Capital. The net profit after all expenses will be shared equally by ValCom Inc. and O Atlas. In 2004, New Zoo Review LLC signed an exclusive distribution agreement with BCI Eclipse for distribution of the existing New Zoo shows on DVD. Valcom has not realized significant revenues from animation to date. CHANNEL 8 IN PALM SPRINGS, CALIFORNIA In connection with our joint venture with New Global Communications, Inc., we own a 45% equity interest in ValCom Broadcasting, LLC, a CityNew York limited liability company, which operates KVPS (Channel 8), an independent television broadcaster in the CityCityPalm Springs, CityCalifornia market. LIVE THEATER On February 9, 2006 ValCom, Inc. named Jeff Kutash as President of their Live Theatre Division. The first venture Kutash will undertake is a theater production called 'Headlights and Tailpipes' that will be unveiled at a major CityCityLas Vegas hotel and casino. In heading up this division, Kutash will be responsible for developing and directing new productions and live theatrical events throughout the world. Kutash's experience in the field of theatre, television and film create a vast knowledge of the entertainment field. Valcom's Headlights and Tailpipes opened at the Stardust Hotel and Casino, CityCityLas Vegas in April 2006 and ran until July 2006. RESULTS OF OPERATIONS THREE MONTHS ENDED December 31, 2006 VS. December 31, 2005 Revenues for the three months December 31, 2006 decreased by $1,612,764 or 90% from $1,801,409 for the three months ended December 31, 2005 to $188,645 for the same period in 2006. The decrease in revenue was principally due to declining production revenues. Production costs for the three months ended December 31, 2006 decreased by $1,712,514 from $1,712,514 for the three months ended December 31, 2005 to $-0- for the same period in 2006. The increase in production costs was principally due to declining productions. Depreciation and amortization expense for the three months ended December 31, 2006 decreased by $2,315 or 27% from $8,650 for the three months ended December 31, 2005 to $6,335 for the same period in 2006. 3 General and administrative expenses for the three months ended December 31, 2006 increased by $118,314 or 32% from $369,677 for the three months ended December 31, 2005 to $487,991for the same period in 2006. The increase was due principally to consulting and professional fees. Interest expense for the three months ended December 31, 2006 increased by $50,136 or 319% from $15,694 for the three months ended December 31, 2005 to $65,830 for the same period in 2006. The increase was due principally to related party loans. Due to the factors described above, the Company's net loss increased by $20.470 from $356,893 for the three months ended December 31, 2005 to $377,363 for the same period in 2006. FUTURE OUTLOOK During September 2007, the Company emerged from bankruptcy. The Company is seeking new business opportunities and to reestablish itself in the television and film production industry. LIQUIDITY AND CAPITAL RESOURCES The Company's condensed consolidated financial statements have been prepared, assuming that the Company will continue as a going concern. The Company has a net loss of $377,363 and a negative cash flow from operations of $125,197 for the three months ended December 31, 2006, a working capital deficiency of $2,799,272 and an accumulated deficit of $15,670,511 at December 31, 2006. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Cash totaled $69,618on December 31, 2006 compared to $4,687 as at December 31, 2005. During the three months ended December 31, 2006, net cash used by operating activities totaled $125,197compared to net cash used by operating activities of $791,918 for the comparable three - month period in 2005. Net cash provided by financing activities for the three months ended December 30, 2006 totaled $123,203compared to $540,393 for the comparable three-month period in 2005. The above cash flow activities yielded a net cash decrease of $1,994during the three months ended December 31, 2006 compared to a decrease of $271,593 during the comparable prior year period. Net working capital (current assets less current liabilities) was a $(2,799,972)as of December 31, 2006. The Company will need to raise funds through various financings to maintain its operations until such time as cash generated by operations is sufficient to meet its operating and capital requirements. There can be no assurance that the Company will be able to raise such capital on terms acceptable to the Company, if at all. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. N/A 4 ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company's management, including Vince Vellardita, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended December 31, 2006. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. CHANGES IN INTERNAL CONTROLS Our management, with the participation the Principal Executive Officer and Principal Accounting Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the 2006 Quarter ended December 31, 2006. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the 2006 Quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting. 5 PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is involved from time to time in legal proceedings incident to the normal course of business. Management believes that the ultimate outcome of any pending or threatened litigation would not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. ITEM 1A. RISK FACTORS There have been no material changes from the Risk Factors described in our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Beginning October 1, 2006 until December 31, 2006, the Company sold 5,707 shares of common stock at $6.69 per share (post split) in private placement transactions for an aggregate purchase price of $38,203. The shares were exempted from registration pursuant to Rule 506 of Regulation. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. 6 ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS On November 20, 2006, the Company held its Annual Meeting of Stock holders to (1) elect 3 members to the Board of Directors; (2) authorize the amendment of the Certificate of Incorporation to (a) increase the Company's authorized shares of common stock from 100,000,000 to 250,000,000 shares and (b) increase the authorized shares of "blank check" preferred stock from 10,000,000 to 25,000,000 shares; and (3) to authorize the Board of Directors to amend the Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio of either one-for-two, one-for- five, one-for-ten or one-for-twenty, as determined at the discretion of the Board of Directors (the "Actions"). The directors who were elected at the Annual Meeting were Vince Vellardita, Richard Shintaku and Ian Adlington. No other directors continued their term of office as director after the meeting. The number of votes in favor of the Actions were:61,146,661 (67%0. The number of shares voted against the Actions were 0. The number of abstentions and broker non-votes were 0. ITEM 5 - OTHER INFORMATION On December 11, 2006, the Company amended its Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of its Common Stock at a ratio of one-for-twenty. 7 ITEM 6 - EXHIBITS. (A) Exhibits 31.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. The Company incorporates by reference all exhibits to its Form 10-KSB for the year ending September 30, 2006. 8 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 30, 2008 VALCOM, INC., a Delaware Corporation By: /s/ Vince Vellardita ---------------------- Vince Vellardita Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated. SIGNATURE TITLE DATE - -------------------------- ------------------------ ------------------ By: /s/ Vince Vellardita Chief Executive Officer, September 30, 2008 ---------------------- Chairman of the Board Vince Vellardita By: /s/ Richard Shintaku Director September 30, 2008 -------------------- Richard Shintaku By: /s/ Frank O Donnell Director September 30, 2008 ------------------- Frank O Donnell 9 EX-1 2 ex_31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Vincent Vellardita, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ValCom, Inc. for the quarter ended December 31, 2006; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. September 30, 2008 By: /s/ Vince Vellardita ---------------------- Vince Vellardita Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) EX-2 3 ex_32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of ValCom, Inc. (the "Company") on Form 10-Q for the quarter ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Vincent Vellardita, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. A signed original of this written statement required by Section 906 has been provided to ValCom, Inc. and will be retained by ValCom, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. September 30, 2008 By: /s/ Vince Vellardita ---------------------- Vince Vellardita Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----