-----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, MijOPei0qmS2gtyyAGfdf5yhNXhURK+Bc8vAKQ94gcRfArGFFPucWOr1cq7zALRG 4kij4R/ea8ThABn03uMwiQ== 0001227528-10-000060.txt : 20100518 0001227528-10-000060.hdr.sgml : 20100518 20100317130144 ACCESSION NUMBER: 0001227528-10-000060 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100310 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100326 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28416 FILM NUMBER: 10688257 BUSINESS ADDRESS: STREET 1: 2113A GULF BOULEVARD CITY: INDIAN ROCKS BEACH STATE: FL ZIP: 33785 BUSINESS PHONE: 727-953-9778 MAIL ADDRESS: STREET 1: 2113A GULF BOULEVARD CITY: INDIAN ROCKS BEACH STATE: FL ZIP: 33785 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/A 1 vc8ka031010.txt VALCOM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 18, 2010 VALCOM, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 000-28416 58-1700840 ------------------------------ ---------------------- ------------------ (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATIONOR ORGANIZATION) (IDENTIFICATION NO.) 2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785 --------------------------------------------------- (Address of principal executive offices and zip code) 2525 North Naomi Street, Burbank, California 91504 ---------------------------------------------------------- (Former address of principal executive offices) (zip code) (727) 953-9778 -------------------------------------------------- (Registrant's telephone number, including area code) Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32 nd Floor New York, New York 10006 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)) EXPLANATORY NOTE This amendment on Form 8-K/A (the "Amendment") amends the Current Report for Valcom, Inc. on Form 8-K, as initially filed with the Securities and Exchange Commission on February 4, 2010 (the "Original Report"). The purpose of this Amendment is to reflect the correct time period in the last paragraph. This Amendment is an amendment and restatement of the Original Report in its entirety in order to provide a complete presentation ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On January 18, 2010, the board of directors of Valcom, Inc. (the "Company") dismissed Seale & Beers CPAs("S&B") as the Company's independent registered public accounting firm. S&B has not issued a report on the financial statements of the Company for each of the two most recent fiscal years. During the Company's two most recent fiscal years and the subsequent interim period through the date of dismissal, there were no reportable events as the term is described in Item 304(a)(1)(iv) of Regulation S-K. On Feb. 1, 2010, the Company provided S&B with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K, and has requested that S&B furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the letter, dated Feb. 2, 2010, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K. On January 18, 2010, the Company engaged Malone & Bailey ("M&B") as its independent registered public accounting firm for the Company's fiscal year ended September 30, 2009. The change in the Company's independent registered public accounting firm was approved by the Company's Board of Directors on January 18, 2010. During the Company's two most recent fiscal years and the subsequent interim period through January 18, 2010, the Company did not consult with M&B regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) SHELL COMPANY TRANSACTIONS. Not applicable. (D) EXHIBITS EXHIBIT NUMBER DESCRIPTION 16.1 Letter from Seale & Beers, dated Feb. 2, 2010 (Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on February 4, 2010. 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: March 15, 2010 By: /s/ Vince Vellardita ------------------------- Vince Vellardita, Chief Executive Officer CORRESP 2 filename2.txt March 15, 2010 VIA EDGAR Ms. Lyn Shenk Branch Chief Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-7010 RE: VALCOM, INC. FILE NUMBER 000-28416 FORM 10-K: FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009 FORM 8-K FILED FEBRUARY 4, 2010 Dear Ms. Shenk: We have reviewed the comments contained in your letter dated March 5, 2010 and submit the following responses. Form 10-K: For the Fiscal Year Ended September 30, 2009 Notes to the Consolidated Financial Statements, page F-7 Note 4: Restatement, page F-10 1.We note that you restated your financial statements for the fiscal year ended September 30, 2009 and September 30, 2008. Please file an Item 4.02 Form 8-K immediately. The filing was due on the fourth day after the date that you concluded that the previously issued financial statements should not be relied upon. The Item 4.02 Form 8-K should disclose when you concluded that your previously issued financial statements should be restated, identify the financial statements that should no longer be relied upon, and state whether the audit committee, or board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the Item 4.02 Form 8-K. Section 4 of Form 8-K describes all of the disclosures required by the Item 4.02 Form 8-K. In addition, please tell us why you did not file an Item 4.02 Form 8-K. Response: In connection with the Commission's Comment #1, the Company has filed an Item 4.02 Form 8-K. Item 4.01 Form 8-K: filed February 4, 2010 2.Please amend your Form 8-K to state whether, during your two most recent fiscal years and any subsequent interim period, the Company consulted with M&B regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, of the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K. The disclosure that was made in the Item 4.01 Form 8-K filed on February 4, 2010 states only during the year ended September 30, 2009 and not the required disclosure of your two most recent fiscal years and any subsequent interim period. Response: In connection with the Commission's Comment #2, the Company has amended its Item 4.01 Form 8-K to accurately reflect the time period referenced. The Company acknowledges the following: * The Company is responsible for the adequacy and accuracy of the disclosure in all of its filings; * Any changes to disclosure in response to the Commission's comments do not foreclose the Commission from taking any action with respect to the filing; and * The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. ***** We appreciate your timely consideration of these matters in your review of the filing referenced above. If you or others have any questions or would like additional information, please contact me directly. Very truly yours, /s/ Vince Vellardita Vince Vellardita -----END PRIVACY-ENHANCED MESSAGE-----