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 1, 2005
VALCOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-28416 58-1700840
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(Commission File Number) (IRS Employer Identification No.)
41 NORTH MOJAVE ROAD, LAS VEGAS, NEVADA 89101-4812
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 702-385-9000
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 1, 2005, the Registrant engaged Armando C. Ibarra, Certified Public
Accountants, as the Registrant's independent accountants to report on the
Company's consolidated balance sheet as of September 30, 2004, and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended. The decision to appoint Armando C. Ibarra, Certified Public
Accountants was approved by the Registrant's Board of Directors.
The Registrant auditors, Kabani & Company, Inc. PA (herein after "KC")
resigned effective February 1, 2005. KC served as the Registrant's independent
auditors' for the Registrant's fiscal years ended September 30, 2003 and 2002,
as well through the date of its dismissal. KC's report on the Registrant's
consolidated financial statements for the registrant's fiscal year September 30,
2003 and September 30, 2002 (the "Reports") does not contain an adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, however, it was modified to include an
explanatory paragraph wherein they expressed substantial doubt about the
Registrant's ability to continue as a going concern.
During the Registrant's association with KC as Registrant's independent
accountants until KC's resignation, there were no disagreements with KC within
the meaning of item 304 of regulation S-B or any matter of accounting
principles or practices, financial disclosure, or auditing scope or
procedure, which disagreements if not resolved to KC's satisfaction, would
have caused KC to make reference to the subject matter of the
disagreements in connection with its reports.
During the Registrant's two most recent fiscal years and any subsequent interim
period prior to the engagement of Armando C. Ibarra, neither the Registrant nor
anyone on the Registrant's behalf consulted with Armando C. Ibarra regarding
either (i) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements or (ii) any matter that was
either the subject of a "disagreement" or a "reportable event."
The Registrant has requested KC to review the disclosure contained herein and
has provided KC the opportunity to furnish the Registrant with a letter
addressed to the Commission containing any new information, clarification of the
Registrant's expression of KC 's views, or the respects in which KC does not
agree with the statements contained herein. KC has reviewed the disclosure
contained herein and has provided to the Registrant a letter addressed to the
Securities and Exchange Commission stating that it has reviewed the disclosure
provided in this Current Report and has no disagreement with the relevant
portions of this disclosure, pursuant to the requirements of Item 304(a)(3) of
Regulation S-B. A copy of such letter is filed as Exhibit 16 to this Current
Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from Kabani & Company, Inc.
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 thereunto duly authorized.
Dated: Febuary 2, 2005
ValCom, Inc. ValCom, Inc.
By: /s/ Vince Vellardita
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Vince Vellardita
EXHIBIT 16
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
405 Fifth Street, N.W.
Washington, D.C. 20549
RE: VALCOM, INC.
FILE REF. NO. 000-28416
Dear Sirs/Madams:
We have read the statements that we understand ValCom, Inc. will include under
Item 4.01 of the Form 8-K report it will file regarding the recent change
of auditors. We agree with such statements made regarding our firm. We have
no basis to agree or disagree with other statements made under Item
4.01.
Very truly yours,
Kabani & Company, Inc.
Certified Public Accountants