Securities and Exchange Commission
Washington, D.C., 20549
FORM 10-QSB
(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, 2001
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)
26030 Avenue Hall - Studio #5, Valencia, California 91355
-----------------------------------------------------
(Address of Principal executive offices) (Zip code)
(661) 257-8000
--------------
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 and Preferred Stock
--------------------------------
Common Stock $0.001 Par Value - Preferred 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 August 10, 2001 the Registrant had 88,440,649 shares of its $0.001
par value Common Stock Outstanding.
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August 13, 2001
=====================================================================
Table Of Contents
ValCom, Inc.
FORM 10-QSB
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 4
Consolidated Balance Sheets as of
December 31, 2000 and
and June 30, 2001
Consolidated Statements of Operations 6
for the three and six months ended
June 30, 2000 and 2001
Consolidated Statement of Changes 8
in Shareholders' Equity for the six
months ended June 30, 2001
Consolidated Statements of Cash Flows 7
for the six months ended June 30,
2000 and 2001
Notes to Consolidated Financial State- 9
ments
Item 2. Management's Discussion and Analysis 14
of Financial Condition and Results
of Operations Condition
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote 17
of Security Holders
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
-2-
PART I. FINANCIAL INFORMATION
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
We have reviewed the accompanying consolidated balance sheet, statement
of operations, and cash flows of ValCom, Inc., and subsidiaries as of
June 30, 2001, and for the three month and six-month periods then ended.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review
of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less
in scope than an audit conducted in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such as opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be
conformity with generally accepted accounting principles.
/s/ Jay J. Shapiro, CPA P.C.
- ----------------------------
JAY J. SHAPIRO, C.P.A.
a professional corporation
August 10, 2001
Encino, California
-3-
Financial Statements
VALCOM, INC. AND SUBSIDIARY
-----------------------------
CONSOLIDATED BALANCE SHEETS
-----------------------------
June 30, Dec.31,
2001 2000
------ -----
(Unaudited) (Audited)
Cash $ 420,974 $ 52,777
Accounts receivable 159,389 116,322
Other receivables 363,571 52,634
Prepaid expenses -0- 11,569
Production in progress 595,794 110,201
Property held for sale 3,864,917 3,940,000
------------ -------------
Total Current Assets 5,404,645 4,283,503
Fixed Assets - net 12,137,054 11,750,687
Prepaid loan fees 229,211 100,501
Deposits 30,000 30,000
------------ -------------
Total Assets $17,800,910 $ 16,164,691
============ ==============
See accompanying notes to consolidated financial statements
-4-
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accrued wages due stockholder $ 720,000 $ 670,000
Advances due stockholder 239,860 200,508
Loan payable affiliate -0- 150,000
Accrued interest payable 412,740 325,010
Accrued property taxes and other 263,125 55,661
Credit line payable 248,949 110,000
Notes payable -- current portion 1,306,181 1,289,586
Accounts payable 320,597 298,506
Production advances 1,202,767 -0-
----------- ---------
4,714,219 3,099,271
Notes Payable 6,859,078 5,902,919
----------- ----------
Total Liabilities $11,573,297 $9,002,190
----------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001; 10,000,000
shares authorized: 1,538,000 and 1,543,000 shares
issued and outstanding at June 30, 2001 and
December 31, 2000 respectively. 1,538 1,543
Common stock, par value $.001; 100,000,000 shares
authorized; 93,356,507 and 90,039,843
shares issued and outstanding
at June 30, 2001 and December 31, 2000
respectively. 93,357 90,990
Additional Paid in capital 8,874,687 8,242,049
Retained Earnings (deficit) (2,741,969) (1,172,081)
----------- -----------
6,227,613 7,162,501
----------- -----------
$17,800,910 $16,164,691
=========== ===========
See accompanying notes to consolidated financial statements
-5-
VALCOM, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
FOR THE THREE MONTHS AND SIX ENDED JUNE 30,
-------------------------------------------
(UNAUDITED)
-----------
Six Months Ended June 30, Three Months Ended June 30,
--------------------------- --------------------------
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Revenues
Studio Rental $ 931,832 $ 759,330 $ 542,461 $ 379,009
Production 539,426 275,652 279,426 167,513
Other 102,410 11,354 102,410 4,521
---------- ---------- ---------- ----------
1,573,668 1,046,336 924,297 551,043
Expenses:
Production 352,009 237,529 179,895 113,574
Selling and promotion 132,003 -0- 86,801 -0-
Depreciation 81,619 104,124 35,040 48,293
General
and administrative 2,236,130 492,493 1,146,093 257,632
---------- ---------- ---------- ----------
2,801,761 834,146 1,447,829 419,499
Operating income (loss) (1,228,093) 212,190 (523,532) 131,544
Interest expenses 341,795 331,822 160,418 187,635
---------- ---------- ---------- ----------
Net Income (loss) $(1,569,888) $ (119,632) $ (683,950) $ (56,091)
========== ========== ========== ==========
Basic net income (loss)
per share $ (0.02) $ (0.00) $ (0.01) $(0.00)
========== ========== ========== ==========
-6-
VALCOM, INC. AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOW
------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30,
--------------------------------------
(UNAUDITED)
2001 2000
---- ----
Operating Activities:
Net Income (Loss) $(1,569,888) $ (119,632)
Items Not Requiring Cash:
Depreciation and amortization 87,199 104,124
Stock issued for services 280,000 100,000
----------- -----------
$(1,202,689) $ 84,492
----------- -----------
Changes in:
Receivables ( 330,004) 34,028
Mortgage escrow holdback -0- (327,900)
Prepaid expenses 11,569 -0-
Other assets ( 152,710) (163,078)
Production costs ( 485,593) -0-
Accounts payable and other accrued expenses 472,829 35,926
Loans payable 1,202,767 -0-
Due to stockholder 89,352 155,000
----------- -----------
$ 808,210 $ (266,024)
=========== ===========
Cash Provided (used) by Operations (394,479) ( 181,532)
Investing Activities:
Acquisition of fixed assets (398,483) ( 19,701)
----------- -----------
Cash Used by Investing Activities (398,483) ( 19,701)
----------- -----------
Financing Activities:
Principal amount on notes payable 956,159 ( 12,231)
Withdrawal of capital contributions -0- 2,000,000
Issuance of stock 205,000 -0-
----------- -----------
Cash Provided (Used) by Financial Activities 1,161,159 (2,012,231)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents 368,197 (2,213,464)
Cash and cash equivalents, beginning of year 52,777 2,279,432
----------- -----------
Cash and cash equivalents, end of period $ 420,974 $ 65,968
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 328,214 $ 266,822
=========== ===========
Income taxes paid $ 800 $ 1,600
=========== ===========
See accompanying notes to consolidated financial statements
-7-
VALCOM, INC. AND SUBSIDIARY
---------------------------------------
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY
-----------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 2001
---------------------------------------
Additional
Common Preferred Paid-in
Accumulated ------- ---------- Capital Deficit
Shares Amount Shares Amount ---------- -----------
------- ------- ------ -------
Balance
Jan.1, 2001 90,039,843 $90,040 1,543,000 $ 1,543 $8,101,257 $(1,172,081)
Acquisition of
Half/Day 950,000 950 140,792
Shares issued
for services 1,600,000 1,600 278,400 ( 280,000)
Shares issued
for debt
retirement 331,664 332 149,668
Shares issued
for cash 410,000 410 204,590
Conversion
of preferred 25,000 25 ( 5,000) ( 5) ( 20)
Net loss
for the Period ( 1,289,888)
---------- ------- ---------- --------- ---------- -----------
Balance
June
30, 2001 93,356,507 $93,357 1,538,000 $ 1,538 $8,874,687 $(2,741,969)
========== ======= ========== ========= ========== ===========
See accompanying notes to consolidated financial statements
-8-
VALCOM, INC. AND SUBSIDIARIES
----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
UNAUDITED JUNE 30, 2001 AND DECEMBER 31, 2000
NOTE 1 Summary of Significant Accounting Policies
- -------------------------------------------------
Following is a summary of the significant accounting policies
followed in the preparation of these financial statements, which policies
are in accordance with generally accepted accounting principles:
Organization
- ------------
ValCom, Inc. (the "Company"), formerly SBI Communication, Inc.was originally
organized in the State of Utah on September 23, 1983. Subsequently the
Company's state of domicile was changed from Utah to Delaware.
In October 2000, the Company was issued 75,709,965 shares by SBI for
100% of the shares outstanding in Valencia Entertainment International
LLC ("VEI"), a California limited liability corporation. This acquisition has
been accounted for as a reverse acquisition merger with VEI becoming the
surviving entity. The corporate name was changed to ValCom, Inc.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company
and four wholly-owned subsidiaries. These financial statements include
all activities as if the acquisitions occurred on January 1, 2000.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could materially differ form
those estimates.
Commitments, Risk And Contingencies
- ------------------------------------
Financial instruments that potentially subject the Company to
concentrations of risk consist of trade receivables principally arising from
monthly leases from television producers. Management believes all
receivables to be fully collectible. In addition, the Company has a standby
letter of credit for $30,000 and a price protection agreement with a shareholder
for $20,000.
Cash Equivalents
- ----------------
The Company maintains cash and cash equivalents (short-term highly liquid
investments with original maturity less than three months) with various
financial institutions. From time to time, cash balances may exceed
Federal Deposit Insurance Corporation insurance limits.
Fair Value of Financial Instruments
- -----------------------------------
The carrying value of cash, receivables and accounts payable
approximates fair value due to the short maturity of these instruments. The
carrying value of short and long-term debt approximates fair value
based on discounting the projected cash flows using market rates
available for similar instruments. None of the financial instruments are held
for trading purposes.
-9-
ValCom, Inc.
--------------
Notes to Consolidated Financial Statements
--------------------------------------------
Unaudited June 30, 2001 And December 31, 2000
---------------------------
Note 1 Summary of Significant Accounting Policies (cont'd)
- ----------------------------------------------------------
Depreciation
- ------------
For financial and reporting purposes, the Company follows the
policy of providing depreciation an amortization on the straight-line
and accelerated and accelerated declining balance methods over the estimated
useful lives of the assets, which are as follows:
Building 39 years
Building Improvements 39 years
Office Furniture and Equipment 5 to 7 years
Production Equipment 5 to 7 years
Amortization of Prepaid Loan Costs
- ----------------------------------
For financial reporting purposes, costs are amortized on the
straight line method over the life of the related loan.
Income Taxes
- ------------
The Company provides for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires the
use of the asset and liability method and recognizes deferred income taxes for
the consequences of "temporary differences" by applying enacted
statutory tax rate applicable to future years differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities.
Related Party Transactions
- --------------------------
From time to time, a shareholder of the Company Advances
money to the Company for operations. All amounts owed to the
shareholders are non-interest bearing ($239,860 at 06/30/01). In addition
to advances, the Company accrued salaries payable to the shareholder
totaling $50,000 for the six months ended June 30, 2001 and $60,000
for the six months ended June 30, 2000. All amounts owed to the
shareholders are payable on demand.
-10-
ValCom, Inc.
-------------
Notes to Consolidated Financial Statements
--------------------------------------------
Unaudited June 30, 2001 And December 31, 2000
----------------------------
Note 1 Summary of Significant Account Policies (cont'd)
- -------------------------------------------------------
Stock-Based Compensation
- ------------------------
As provided for in SFAS #123, the Company elected to apply
APBO #25 and related interpretations whereby the fair value of stock
given is determined at the grant date.
Impairment of Long-Lived Assets
- -------------------------------
Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. Determination of recoverability is based on as
estimate of undisclosed future cash flows resulting from the use of the
asset and its eventual disposition. Measurement of an impairment loss for
long-lived assets is based on the fair value of the asset. Long-lived assets
to be disposed of are reported at the lower of carrying amount or
fair value less costs to sell.
Revenue Recognition
- -------------------
Revenue from licensing of television programming is recognized when the
material is available for telecasting by the licensee and when certain
other conditions are met. Studio rental revenue is recognized monthly
pursuant to written contracts.
Note 2 Property and Equipment
- -----------------------------
Property and equipment consists of the following:
June 30, December 31,
2001 2000
--------- ----------
<c> <s> <s>
Land $ 7,392,292 $ 7,392,292
Building 4,028,785 4,028,785
Building Improvements 1,154,406 1,240,070
Office Furniture and equipment 63,927 39,500
Production equipment 914,959 519,737
------------ -----------
$13,554,369 $13,220,384
Less: Accumulated depreciation ( 1,417,315) ( 1,469,697)
------------ -------------
Net Book Value $12,137,054 $11,750,687
============ =============
-11-
VALCOM, INC AND SUBSIDIARIES
----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Unaudited June 30, 2001 And December 31, 2000
---------------------------
NOTE 3 BUSINESS ACQUSISTION
- ---------------------------
In March 2001, the company acquired 100% ownership of
Half Day Video, Inc. a California corporation, for 950,000 shares of ValCom,
Inc. common stock. The net book value of Half Day Video, Inc. has been
determined to be the fair market value of the common stock issued.
NOTE 4 PRODUCTION AGREEMENT
- --------------------------------
In March 2001 the Company entered into an agreement with Woody
Fraser Productions (WFP) to produce various television productions. Under
the terms of the agreement the Company will advance WFP $500,000 per year to
be used for various development costs. Additionally 25% of the net profits
from any productions will be paid to WFP. In March 2001 the venture signed
contracts to produce a series of 13 episodes and a pilot for a cable TV
station.
NOTE 5 CONVERTIBLE NOTE PAYABLE
- -------------------------------
On June 7, 2001 the Company borrowed $750,000 form the Laurus Master Fund,
LTD (LMF). The borrowing is evidenced by a convertible promissory note due
June 7, 2003. Interest at 8% per annum is payable quarterly. Any or all
principal is convertible into common stock of the Company at 80% of the
average of the three lowest closing price during the preceding 60 days.
Subsequent to June 30, 2001 $37,809 of the principal and interest
was converted to 184,142 shares of common stock. The note has been included
in "Notes Payable" at June 30, 2001. Additionally, with this borrowing a
common stock purchase warrant was issued to LMF. The warrant entitles LMF to
purchase up to 545,454 shares of common stock of the Company at the lesser of
$.548 per share or 120% of the average three lowest closing prices during the
immediately preceding 10 trading days.
NOTE 6 SUBSEQUENT EVENTS
- -----------------------
The Company has listed the Piedmont Property of sale at an asking price of
$4,900,000. The net book value at 12/31/2000 as included in Note #2 is
$3.9 million. Management intends on using proceeds to satisfy current
obligations of approximately $2.5 million. Such obligations are also subject
to negotiation.
In July 2001 the CEO and a principal stockholder of the Company
surrendered for cancellation 5,100,0000 shares of common stock. No amount
was paid by the company for this cancellation. This cancellation was done
to make shares available to the Company for additional future financing.
-12-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction
------------
Plan of Operation:
ValCom, Inc. operations at present are comprised of three divisions; 1)
Studio Rental, 2) Studio Equipment Rental, and 3) Film and Television
Production.
Studio Rental
- --------------
The Company owns six improved acres with six sound stages and two
additional leased stages in Valencia California doing business
as Valencia Entertainment International. Seven of the eight stages are
leased under annual contracts to two major production companies.
Rental income for the seven stages should remain constant at approximately
$2,000,000 annually with small cost of living increases. It is anticipated
that rental income for the eighth stage should increase beginning in
September 2001.
Studio Equipment Rental
- -----------------------
In March 2001 the Company acquired for stock Half Day Video, Inc. a
company which rents personnel, cameras and other production equipment to
various production companies on a short term basis. As a result of additional
equipment purchases and increased activity, from both internal and external
productions, it is anticpated that Half Day Video revenue should increase
significantly from the prior year.
Film Production
- ---------------
In March 2001 the Company entered into an agreement with Woody Fraser
Productions to produce various television productions on its behalf.
Under the terms of the agreement the Company will retain, after costs
of production, 75% of the net savings derived from any production. In
March 2001 the company signed contracts with a Cable Television Network
to produce a television series consisting of 13 episodes and a seperate
pilot episode for a new potential series. Revenue under these
contracts during 2001 will be approximately $2,500,000. In addition to
retaining 75% of any possible net savings from the productions, the Company's
Half Day Video unit will handle a majority of the production rental needs.
Additionally, the Company signed a contract with a different Cable Television
Network to produce six (6) epiodes of a television series at a contracted
amount of approximately $500,000. After costs of production, the Company will
retain 100% of any savings plus a portion of the executive producer fees.
Additional productions are in the development process. Revenues will be
recognized when all individual programs are available.
-13-
Results of Operation
--------------------
June 30, 2001 and 2000 Comparison
As of June 30, 2001 the Company had working capital of $690,426. As of
the prior year working capital was $1,074,031. The change was due primarily
to increase in accruals.
Total assets were $17,800,910 at June 30, 2001 versus $16,164,691 at
December 31, 2000 and additionally total liabilities were $11,573,297
and $9,002,190 respectively. The changes in total assets and liabilities
are substantially accounted for by above described changes in current assets
and liabilities.
For the quarter and six months ended June 30, 2001 the Company had respective
revenue of $924,297 and $1,573,668, operating expenses of $1,447,829 and
$2,801,761 and net losses of $(683,950) and $(1,569,888). Losses before
depreciation and interest were $(488,492) and $(1,146,474) for the quarter
and six month periods.
Rental revenue increased $163,452 for the quarter and $172,502 for the six
months compared with the corresponding prior year periods. These increases
were the result of the revenue earned from two additional stages and
contractual rate increases. Production income increased $111,913 for the
quarter from the prior year and $263,774 for the six months from the prior
year. Other income increased $97,889 and $91,056 for the quarter and six
months respectively from the prior year due to the operation of an auto
auction at the Piedmont, Alabama property.
Production costs increased $66,321 for the quarter and $114,480 for the six
months compared with the corresponding prior year periods. This increase
relates to the increase in production income.
Selling and promotion costs increased $86,801 and $132,003 for the quarter
and six months due to the effort to promote the Company.
Depreciation expense decreases of $13,253 and $22,505 were due to the fully
depreciated status of certain assets.
For the quarter and six months ended June 30, 2001, administrative and
general costs increased by $888,461 for the quarter and $1,743,637 for the
six months. These were a result of significant increases in Legal and
Accounting, Management Consulting, Salaries and Fringes, Taxes and Licenses,
Development Costs and Rent catagories as follows:
The $10,479 and $136,547 increases in Legal and Accounting was due to the
performance of audits and the preparation of agreements and other legal
matters related to the merger.
The $7,167 and $225,917 increases in Management Consulting was due to costs
incurred in the planning and reorganization of the newly merged companies.
The $122,522 and $147,884 increase in Development Costs represents costs
expended with Woody Fraser Productions for the development of new projects.
The $66,397 and $76,212 increase in Taxes and Licenses was due to
adjustments made for the under accrual of prior period taxes.
The $108,979 and $217,676 increase in Rent was due to the leasing in late
2000 of additional studio space adjacent to the Valencia studio property.
The $74,529 and $294,733 increase in Salaries and Fringes was primarily due
to management staffing increases.
The Company did not record any income tax expense for either the quater or
the six months due to its tax loss and tax loss carryforwards. At the end of
fiscal 2000, the Company had tax loss carryforwards in excess of $11 million.
-14-
Capital Resources
- -----------------
Internal and external source of funding:
- ----------------------------------------
The Company has obtained a line of credit from Laurus Family of Funds.
for $2,750,000. ValCom has sufficient funds to operate for the next 12 months
through its use of the credit facility. The Company is in the process of
refinancing the Piedmont property for $2,500,000. The Company has also listed
the property for sale.
Statement Regarding Computation of Earnings Per Share
- ----------------------------------------------
See Notes To Consolidated Financial Statements included elsewhere in this
filing for a description of the Company's calculation of earnings per share.
-15-
PART II--OTHER INFORMATION
- --------------------------
ITEM 1. LEGAL PROCEEDINGS
- -------------------------
None.
ITEM 2. CHANGES IN SECURITIES
- -----------------------------
In January the company issued 1,600,000 shares of common stock at $0.175 per
share for services. In February the company issued 410,000 shares of
common stock for cash. In March the Company issued 331,664 shares of common
stock to individuals for the retirement of a debt in the amount of $150,000
and interest. In March the Company issued 950,000 shares of common stock to
individuals for the acquisition of Half-Day Video. In April the Company issued
250,000 of common stock for the acquisition of Woody Fraser Productions. In
April the Company cancelled 597,000 shares of common stock previously issued
to Robert Nathan and Ernest C. Wille. In April the Company re-issued 250,000
shares of common stock, under the S-8 Employee Compensation Plan to three
individuals for consulting services. In May the Company cancelled 200,000
shares of it's common stock previously issued to Valencia Entertainment. In
May the Company cancelled a second return of 597,000 shares of common stock
previously issued to Robert Nathan and Ernest C. Wille. In May 5,000 shares
of preferred shares were converted to 25,000 shares of common.
On July 10, 2001 the Company's SB-2 SEC File No. 333-63346 became effectived,
which register 6,626,534 share of common stock. There were 184,142 common
shares issued in July from this registration.
On July 17, 2001 Vince Vellardita cancelled and retired 5,100,000. These shares
were returned to the treasury.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ---------------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -----------------------------------------------------------
a) The Company held its 2001 annual Meeting of Stockholders
on May 22, 2001.
b) Vince Vellardita, Stephen A. Weber, Ronald Foster, and
David Weiner were elected as directors of the Company.
c) 1) Votes casts for each nominee for director were as follows:
<s> <c> <c> <c> <c>
For Against Abstain Non-Votes
---- ---------- --------- ------------
Mr. Vellardita 89,705,208 -0- -0- 4,138,299
Mr. Weber 89,705,208 -0- -0- 4,138,299
Mr. Foster 89,705,208 -0- -0- 4,138,299
Mr. Weiner 89,705,208 -0- -0- 4,138,299
ITEM 5. OTHER INFORMATION
- -------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
EXHIBITS AND REPORTS ON FORM 8-K AND OTHER FORMS
(A) EXHIBITS:
EXHIBITS DESCRIPTION
11 Statement re: computation of per share
earnings
(B) REPORTS ON FORM 8-K, AND DEFR 14A:
Edgar Filings:
April 6 - 8-K/A Item 2 Acquisition Woody Fraser Productions
May 11 - DEFR14A Proxy Statement: Matters to be brough before
shareholders for meeting of May 22, 2001
May 31 - 8-K Item 7 Financial Statements Half Day Video
(C) Registration Statement
June 19 - SB-2 Registration Statement
-16-
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.
ValCom, Inc.
Date: AUGUST 13, 2001 By: /s/Vince Vellardita
-------------------------------------
Vince Vellardita Chairman of the
Board and Chief Executive Officer
(principal executive officer)
-17-