-----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, DmnuN/UPrQZDXDcTCBJIsYQSyxysau89VvmWAtYnuSdYv+OLS/7RrzL36A5K2Vos 615XIU/7/viyZ1IAYTvh4A== 0001227528-08-000176.txt : 20081007 0001227528-08-000176.hdr.sgml : 20081007 20081007114349 ACCESSION NUMBER: 0001227528-08-000176 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081007 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: 081111573 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 l10qsb063007.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 JUNE 30, 2007 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 October 1, 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 June 30, 2007 and the results of their operations and their cash flows for the nine months ended June 30, 2007. These consolidated financial statements include the accounts of ValCom, Inc. and its subsidiary companies (together "the Company"). Results for the nine months ended June 30, 2007, 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 5 Item 4. Controls and Procedures 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7 Item 3. Defaults Upon Senior Securities 7 Item 4. Submission of Matters to a Vote of Security Holders 7 Item 5. Other Information Item 6. Exhibits 7 SIGNATURES 8 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 June 30, 2007, and the related statements of operations, stockholders' equity (deficit), and cash flows for the three-month and nine-month periods ended June 30, 2007 and June 30, 2006. These interim financial statements are the responsibility of the Corporation's management. We conducted our review 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 operations, stockholders' equity (deficit) 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 October 3, 2008 2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 FAX: (702)253-7501 F-1
VALCOM, INC. Balance Sheets ASSETS June 30, September 30, 2007 2006 (unaudited) --------------- --------------- CURRENT ASSETS Cash $ 56,232 $ 71,612 Accounts receivable, net 283,762 196,249 --------------- --------------- Total Current Assets 339,994 267,861 --------------- --------------- FIXED ASSETS, net 107,695 126,700 --------------- --------------- OTHER ASSETS Deposits 158,853 160,811 Other assets 1,000,000 1,000,000 --------------- --------------- Total Other Assets 1,158,853 1,160,81 --------------- --------------- TOTAL ASSETS $ 1,606,542 $ 1,555,372 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 758,075 $ 603,408 Accrued interest payable 161,533 68,172 Due to related parties 1,950,288 1,672,456 Notes payable 586,153 416,480 --------------- --------------- Total Current Liabilities 3,456,049 2,760,516 LONG-TERM LIABILITIES Notes payable - - --------------- --------------- Total Long-Term Liabilities - - --------------- --------------- TOTAL LIABILITIES 3,456,049 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, 100,000,000 shares authorized at par value of $0.001, 4,541,806 and 4,265,603 shares issued and outstanding, respectively 4,542 4,266 Treasury stock, 35,000 shares (23,522) (23,522) Additional paid-in capital 15,070,158 14,097,995 Accumulated deficit (16,909,990) (15,293,188) --------------- --------------- Total Stockholders' Equity (Deficit) (1,849,507) (1,205,144) --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,606,542 $ 1,555,372 =============== =============== The accompanying notes are an integral part of these financial statements.
F-2
VALCOM, INC. Statements of Operations (unaudited) For the Three Months Ended For the Nine Months Ended June 30, June 30, -------------------------- --------------------------- 2007 2006 2007 2006 ----------- ----------- ----------- ----------- REVENUES $ 487,376 $ 631,999 $ 1,398,881 $ 2,739,162 COST OF GOODS SOLD 42,950 413,214 42,950 3,010,596 ----------- ----------- ----------- ----------- GROSS MARGIN 444,426 218,785 1,355,931 (271,434) OPERATING EXPENSES Advertising and marketing 210 471,390 6,949 543,456 Depreciation expense 6,335 8,650 19,005 25,950 General and administrative 1,050,280 539,230 2,848,671 2,247,708 ----------- ----------- ----------- ----------- Total Operating Expenses 1,056,825 1,019,270 2,874,625 2,817,114 ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (612,399) (800,485) (1,518,694) (3,088,548) ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE) Other expense - (360,745) - (636,056) Interest expense (17,982) (18,523) (98,360) (49,911) Other income 27 560,742 252 598,061 ----------- ----------- ----------- ----------- TOTAL OTHER INCOME (EXPENSE) (17,955) 181,474 (98,108) (87,906) ----------- ----------- ----------- ----------- LOSS BEFORE INCOME TAXES (630,354) (619,011) (1,616,802) (3,176,454) INCOME TAX EXPENSE - - - - ----------- ----------- ----------- ----------- NET LOSS $ (630,354) $ (619,011) $(1,616,802) $(3,176,454) =========== =========== =========== =========== BASIC LOSS PER SHARE $ (0.14) $ (0.21) $ (0.37) $ (1.19) =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,457,518 2,930,168 4,367,037 2,661,020 =========== =========== =========== =========== The accompanying notes are an 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 - - - - 44,033 44 Common stock issued for services - - - - 85,970 86 Common stock issued for debt - - - - 146,200 146 Preferred stock conversion - - - - - - Net loss for the nine months ended June 30, 2007 - - - - - - ------ ------ --------- ------- --------- ------- Balance, June 30, 2007 38,000 $ 38 9,267,416 $ 9,267 4,541,806 $ 4,542 ====== ====== ========= ======= ========= ======= The accompanying notes are an integral part of these financial statements.
F-4
VALCOM, INC. Statements of Stockholders' Equity (Deficit) (Continued) 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 - 131,442 - 131,486 Common stock issued for services - 171,853 - 171,939 Common stock issued for debt - 668,868 - 669,014 Preferred stock conversion - - - - Net loss for the nine months ended June 30, 2007 - - (1,616,802) (1,616,802) ---------- ------------ ------------- ---------------- Balance, June 30, 2007 $ (23,522) $ 15,070,158 $ (16,909,990) $ (1,849,507) ========== ============ ============= ================ The accompanying notes are an integral part of these financial statements.
F-5
VALCOM, INC. Statements of Cash Flows (unaudited) For the Nine Months Ended June 30, --------------------------- 2007 2006 ----------- ----------- OPERATING ACTIVITIES Net loss $(1,616,802) $(3,176,454) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation expense 19,005 25,950 Stock issued for services 171,939 743,723 Impairment of asset - - Changes in operating assets and liabilities (Increase) decrease in accounts receivable (87,513) 527,902 (Increase) decrease in prepaid expenses 1,958 (125,000) Increase (decrease) in accrued interest payable 93,361 35,868 Increase (decrease) in accounts payable 666,681 (40,578) Increase (decrease) in deferred income - - ----------- ----------- Net Cash Used in Operating Activities (751,371) (2,008,589) ----------- ----------- INVESTING ACTIVITIES Proceeds from sale of equipment - - Purchase of property and equipment - (44,442) ----------- ----------- Net Cash Used in Investing Activities - (44,442) ----------- ----------- FINANCING ACTIVITIES Proceeds from preferred and common stock 131,486 956,500 Proceeds from note payable 604,505 1,500,000 Repayment of notes payable - (562,068) ----------- ----------- Net Cash Provided by Financing Activities 735,991 1,894,432 ----------- ----------- NET DECREASE IN CASH (15,380) (158,599) CASH AT BEGINNING OF YEAR 71,612 276,280 ----------- ----------- CASH AT END OF YEAR $ 56,232 $ 117,681 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest $ - $ - Income Taxes $ - $ - NON CASH FINANCING ACTIVITIES: Common stock issued for debt $ 669,014 $ 390,311 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 June 30, 2007 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 United 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 June 30, 2007 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 June 30, 2007, 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, MTV, Warner Brothers, Universal Studios, MGM, HBO, NBC, 20th Century Fox, Disney, CBS, Sony, Showtime, the USA Network ,the Game Show Network Endemol and BET. 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 studios located at 2625 North Naomi Street, Burbank, giving ValCom a total of 2 sound stages, recording studio and post production facilities and where the company decided to concentrate its production operations. Corporate offices are at the Burbank Studios and the facility offers state-of-the art production studio, broadcast facilities, recording studios, production design construction, animation and post- production. In May 2007, Valcom signed an agreement for the live production and broadcast of the interactive TV show `Take the Cake' with Lock and Key Productions for Endemol and BET. The show was broadcast live five nights per week from the Valcom. 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. Franklin has brought in more than $2 billion in domestic box office sales and with the addition of the film division. Mr. Franklin is one of producers of the theatrical feature, "Casper" 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 California 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 New York limited liability company, which operates KVPS (Channel 8), an independent television broadcaster in Palm Springs,California market. LIVE THEATER On February 9, 2006 ValCom, Inc. started a Live Theatre Division. The first venture is a theater production called 'Headlights and Tailpipes' that will was unveiled at Las Vegas Stardust hotel and casino.. Valcom's Headlights and Tailpipes opened at the Stardust Hotel and Casino, Las Vegas in April 2006 and ran until July 2006. It is planned to bring the production to other cities throughout the US. RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2006 VS. JUNE 30, 2007 Revenues for the three months June 30, 2007 decreased by $144,613 or 23% from $631,999 for the three months ended June 30, 2006 to $487,376 for the same period in 2006. The decrease in revenue was principally due to reduced television production. Production costs for the three months ended June 30, 2007 decreased by $370,264 from $413,214 for the three months ended June 30, 2006 to $42,950 for the same period in 2007. The decrease in production costs was principally due to reduced television productions. Depreciation and amortization expense for the three months ended June 30, 2007 decreased by $2,315 or27 % from $8,650for the three months ended June 30, 2006 to $6,335 for the same period in 2007. General and administrative expenses for the three months ended June 30, 2007 increased by $511,050 or 95 % from $539,230for the three months ended June 30, 2006 to $1,050,280 for the same period in 2006. The increase was due principally to consulting and professional fees including shares issued for services. 3 Interest expense for the three months ended June 30, 2007 decreased by $541 or 3 % from $18,523 for the three months ended June 30, 2006 to $17,982 for the same period in 2007. RESULTS OF OPERATIONS - NINE MONTHS ENDED JUNE 30, 2007 VS. JUNE 30, 2006 Revenues for the nine months June 30, 2007 increased by $1,340,281 or 49% from $2,739,162 for the nine months ended June 30, 2006 to $1,398,881 for the same period in 2006. The decrease in revenue was principally due to reduced television productions. Production costs for the nine months ended June 30, 2007 decreased by $2,967,646 from $3,010,695 for the six months ended March 31, 2006 to $42,950 for the same period in 2007. The increase in production costs was principally due to reduced television productions. Depreciation and amortization expense for the nine months ended June 30, 2007 decreased by $6,945 or27 % from $25,950 for the nine months ended June 30, 2006 to $19,005 for the same period in 2007. General and administrative expenses for the nine months ended June 30, 2007 increased by $600,963 or 27 % from $2,247,708 for the nine months ended June 30, 2006 to $2,848,671 for the same period in 2006. The increase was due principally to consulting and professional fees including shares issued for services. Interest expense for the nine months ended June 30, 2007 increased by $48,449 or 97 % from $49,911 for the nine months ended June 30, 2006 to $98,360 for the same period in 2007. The increase was due principally to increased related party debt. Due to the factors described above, the Company's net loss decreased by $1,559,652 from $3,176,454 for the nine months ended June 30, 2006 to $1,616,802 for the same period in 2007. FUTURE OUTLOOK During August 2008, 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 $1,616,802 and a negative cash flow from operations of $751,371 for the nine months ended June 30, 2007, a working capital deficiency of $3,116,055 and an accumulated deficit of $16,909,990 at June 30, 2007. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 4 Cash totaled $56,232 on June 30, 2007compared to $83,536 as at June 30, 2006. During the six months ended June 30, 2007, net cash used by operating activities totaled $751,371 compared to net cash used in operating activities of $2,008,589 for the comparable six-month period in 2006. A significant portion of operating activities included payments for interest and production development costs. Net cash provided by financing activities for the nine months ended June 30, 2007 totaled $735,991 compared to $1,894,432 for the comparable nine-month period in 2006. The above cash flow activities yielded a net cash decrease of $15,380 during the nine months ended June 30, 2007 compared to a decrease of $158,599 during the comparable prior year period. Net working capital (current assets less current liabilities) was a negative $3,116,055 as of June 30, 2007. 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. SUBSEQUENT EVENTS In July 2007, Valcom filed for Chapter 11 Bankruptcy and during August 2008, the Company emerged from bankruptcy. The Company is seeking new business opportunities and to reestablish itself in the television and film production industry ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. N/A 5 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 June 30, 2007. 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 2007 Quarter ended June 30, 2007. 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 2007 Quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting. 6 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 NONE ITEM 3 - DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS NONE ITEM 5 - OTHER INFORMATION ITEM 6 - EXHIBITS. (A) Exhibits 10.1 Production Facility Agreement dated February 2, 2007 between Valcom Burbank Studios and Twelve Yard Holdings, Inc. (incorporated by reference to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 1, 2007). 10.2 Production Facility Agreement dated May 8, 2007 between Valcom Burbank Studios and Lock and Key Productions (incorporated by reference to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 1, 2007). 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. 7 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: October 7, 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, October 7, 2008 ---------------------- Chairman of the Board Vince Vellardita By: /s/ Richard Shintaku Director October 7, 2008 -------------------- Richard Shintaku By: /s/ Frank O Donnell Director October 7, 2008 ------------------- Frank O Donnell 8 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 June 30, 2007; 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. October 7, 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 June 30, 2007 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. October 7, 2008 By: /s/ Vince Vellardita ---------------------- Vince Vellardita Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----