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): February 6, 2009

Valcom, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28416	58-1700840
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2113A Gulf Boulevard, Indian Rocks Beach, FL 33785

(Address of principal executive offices and 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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On February 6, 2009, Valcom, Inc. (“the Company” or “Valcom”) entered into a Memorandum of Understanding (“MOU”) dated February 5, 2009, between the Company and Jeremiah’s International Trading Co. Inc. (“AAN”), whereby the Company agreed to purchase all of the issued and outstanding stock of AAN from Jeremiah Hartman, President and Chief Executive Officer of AAN and Keevy McAlavy, Vice President of AAN.  In consideration for the purchase of 100% of the issued and outstanding stock of AAN, the Company agreed to pay (i) an aggregate purchase price of $4,000,000 in cash, to be paid in four equal installments, and (ii) the greater of 25,000,000 shares of common stock or 51% of the issued and outstanding common stock of the Company.

Pursuant to the MOU, Mr. Hartman and Mr. McAlavy shall receive positions on the Company’s board of directors and will continue as President and Vice President, respectively, of AAN.  The Company also agreed to raise additional funds for expansion of AAN operations.

Item 8.01Other Events.

On February 11, 2009, the Company issued a press release announcing the execution of the MOU.  A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Memorandum of Understanding by and between Valcom, Inc. and Jeremiah’s International Trading Co. Inc.
99.1	Press release dated February 11, 2009, issued by Valcom, Inc.

2

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.
By:	/s/ Vince Vellardita
	Vince Vellardita
	Chief Executive Officer

Date: February 12, 2009

3

EX-10.1

EXHIBIT 99.1

Memorandum of Understanding

February 5th, 2009

ValCom will purchase the shares of stock of Jeremiah's International Trading Co. Inc. (AAN) from Jeremiah Hartman and Keevy McAlavy for 4 million dollars cash, plus 25 million shares or the amount of shares equal to 51% (whichever is greater) of all Valcom stock according the following schedule: one million cash upon acceptance by Board Members or President/CEO of Valcom, one-million cash at closing, one-million 90-days after closing and final one-million 180-days after closing. Further details will be forthcoming in the final contract.

ValCom will raise 10 million for the acquisition of Jewelry Television and operating expenses including at least 1 million for new AAN inventory.

Jeremiah and Keevy will receive three year employment contracts and positions on the ValCom board of directors and will participate in management stock options and bonus pools based on revenue and acquisitions.  AAN will become a wholly own subsidiary of ValCom but Jeremiah will remain the President and Keevy will remain VP of AAN.

/s/ Jeremiah Hartman                                     Date 2/6/09                                             

Jeremiah Hartman

President and CEO of Jeremiah's International Trading Company Inc. (AAN)

STATE OF FLORIDA	§
COUNTY OF PINELLAS	§

This instrument was acknowledged before me on the 6th day of February 2009 by JEREMIAH P. HARTMAN.

/s/ Deborah DeCarlo                                         

NOTARY PUBLIC – Deborah DeCarlo

/s/ Keevy McAlavy                                     Date 2/6/09                                             

Keevy McAlavy

Vice President of Jeremiah's International Trading Company Inc. (AAN)

STATE OF FLORIDA	§
COUNTY OF PINELLAS	§

Page 1 of 3 Confidential 2/12/2009

This instrument was acknowledged before me on the 6th day of February 2009 by KEEVY MCALAVY.

/s/ Deborah DeCarlo                                         

NOTARY PUBLIC – Deborah DeCarlo

/s/ Vince Vellardita                                     Date 2/6/09                                             

Vince Vellardita

President and CEO of ValCom

STATE OF	§
COUNTY OF	§

This instrument was acknowledged before me on the ____6____ day of February 2009

by VINCE VELLARDITA.

/s/ Deborah DeCarlo                                         

NOTARY PUBLIC – Deborah DeCarlo

/s/ Richard Shintaku                                Date  2/11/09                                           

Richard Shintaku

Director of ValCom

STATE OF	§
COUNTY OF	§

This instrument was acknowledged before me on the ____11th____ day of February 2009

by Richard Shintaku.

/s/ John S. Rogers                                             

NOTARY PUBLIC – John S. Rogers

Page 2 of 3 Confidential 2/12/2009

/s/ Frank O'Donnell                                 Date  2/11/09                                           

Frank O'Donnell

Director of ValCom

STATE OF	§
COUNTY OF	§

This instrument was acknowledged before me on the ____11th____ day of February 2009

by Frank O'Donnell.

/s/ John S. Rogers                                             

NOTARY PUBLIC – John S. Rogers

Page 3 of 3 Confidential 2/12/2009

EX-99.1

EXHIBIT 99.1

Press Release Source: ValCom, Inc.

VALCOM SIGNS AANTV TELEVISION NETWORK

CLEARWATER, FL--(MARKET WIRE)--Feb 11, 2009 -- ValCom, Inc. (OTC BB: VLCO.OB - News) (Frankfurt:VAM.F - News), a leader in media technology, facilities and production content for television programming and related services, is please to announces the signing of a memo of understanding with the America’s Auction Network (AANTV) to purchase for cash and stock further solidifying ValCom’s growth in becoming an International Media giant and infused ValCom with over 50 million dollars in annual revenue and access to an additional 48 million households.

About AANTV

America’s Auction Network www.aantv.com is one of the world’s largest independent auction houses and one of the fastest growing shopping networks with the most diverse niche product lines from art, antiques, coins, collectibles, jewelry, gems and real estate -- even meteorites from outer space. Shows and auctions are available to 48-million plus U.S. households via MOS Cable Systems, Broadcast Stations and Direct TV and Dish Network simulcast around the world.

AANTV has established an ever-growing product line and revenues that currently exceed $50-million annually. The network is currently available on 24 hour web casts; Time Warner Cable, Bright House, Direct TV and Dish networks; will launch in United Europe in October, 2008 and will then extend to additional major territories including major Asian markets. This coverage will eventually give AANTV a 24-hour constant prime-time auction audience. Expansion into the European market was secured with a 24 hour channel on an APS/Astra satellite transponder 87.

“The merger with AANTV and ValCom looks like a marriage made in heaven,” said Jeremiah Hartman, Director / President of the American Auction Network. “With our 30+ years in merchandising and marketing, 22 of those years in the home shopping venue and ValCom’s extensive management of networks, media, communications, and production experience the last 25 years, we anticipate revenues to increase to over $250-million in the next four years.”

“By adding AANTV, ValCom has secured another valuable asset on an ambitious plan taking us from $2-million to $100-million,” comments Vince Vellardita, CEO / President of ValCom. The company once enjoyed a market cap of $275-million and ValCom is intent on surpassing that previous position with unprecedented growth. “Management and operations are solidly in place for our teleport, two television networks, facilities, revenue and earnings that increase shareholder value.”

Vellardita, a self-acclaimed survivor of “success-excess”, Wall Street rebukes and personal health challenges has rallied in all areas and is re-building his company to an even greater value than once held. “I’m back in with a passion and our entire team is steamrolling through each day paying attention to detail and with our eyes riveted on long term goals.”

About ValCom

Based in Clearwater, FL., ValCom, Inc. is a diversified, fully integrated, independent entertainment company that has been in operation since 1983. ValCom, Inc., through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of studio and rental, television and film, broadcasting, and live theatre. ValCom's client list consists of all of the majors such as MGM, Paramount Pictures, Warner Bros, Disney, CBS, Sony, NBC, Phantom of the Opera, HSN, and more. Visit: www.valcom.tv

Forward-Looking Statements

From time to time, the company may issue forward-looking statements, which involve risks and uncertainties. This statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as actual results could differ and any forward-looking statements should be considered accordingly. Investor Relations:

Lyndi Demers 727.953.9778 Lyndi@Valcom.tv