EXHIBIT 99.2
CERTIFICATIONS PURSUANT TO
RULES 13A-14 AND 15D-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ValCom, Inc., a Delaware corporation
(the "Company"), on Form 10-QSB for the period ending December 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Vince Vellardita, the Company's Chief Executive Officer (the
"Officer"), certify, pursuant to Rule 13a-14 or 15d-14 of the Securities
Exchange Act of 1934, as amended, that:
(1) The Officer has reviewed the Report.
(2) Based on the Officer's knowledge, the 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 the Report.
(3) Based on the Officer's knowledge, the financial statements and other
financial information included in the Report fairly present in all material
respects the Company's financial condition and results of operations as of, and
for, the periods presented in the Report.
(4) The Officer and the other certifying officer:
(a) Are responsible for establishing and maintaining "disclosure controls
and procedures," as that term is defined by the Securities and Exchange
Commission, for the Company.
(b) Have designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to them, particularly
during the period in which the periodic Report is being prepared.
(c) Have evaluated the effectiveness of the Company's disclosure controls
and procedures within 90 days prior to the filing date of the Report.
(d) Have presented in the Report their conclusions about the effectiveness
of the disclosure controls and procedures based on the required evaluation as of
that date.
(5) The Officer and the other certifying officer have disclosed to the Company's
auditors and audit committee of the board of directors (or persons fulfilling
the equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls, as that term is defined by the Securities and Exchange Commission,
which could adversely affect the Company's ability to record, process, and
summarize and report financial data and have identified for the Company'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 Company's internal controls.
(6) The Officer and the other certifying officer have indicated in the Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: March 15, 2005
By: /s/ Vince Vellardita
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Vince Vellardita
Chief Executive Office
In connection with of the Quarterly Report of ValCom, Inc., a Delaware
corporation (the "Company"), on Form 10-QSB for the period ending December 31,
2004, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Tracey Eland , the Company's Secretary and principal
accounting officer (the "Officer"), certify, pursuant to Rule 13a-14 or 15d-14
of the Securities Exchange Act of 1934, as amended, that:
(1) The Officer has reviewed the Report.
(2) Based on the Officer's knowledge, the 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 the Report.
(3) Based on the Officer's knowledge, the financial statements and other
financial information included in the Report fairly present in all material
respects the Company's financial condition and results of operations as of, and
for, the periods presented in the Report.
(4) The Officer and the other certifying officer:
(a) Are responsible for establishing and maintaining "disclosure controls
and procedures," as that term is defined by the Securities and Exchange
Commission, for the Company.
(b) Have designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to them, particularly
during the period in which the periodic Report is being prepared.
(c) Have evaluated the effectiveness of the Company's disclosure controls
and procedures within 90 days prior to the filing date of the Report.
(d) Have presented in the Report their conclusions about the effectiveness
of the disclosure controls and procedures based on the required evaluation as of
that date.
(5) The Officer and the other certifying officer have disclosed to the Company's
auditors and audit committee of the board of directors (or persons fulfilling
the equivalent function):
(a) All significant deficiencies in the design or operation of internal
controls, as that term is defined by the Securities and Exchange Commission,
which could adversely affect the Company's ability to record, process, and
summarize and report financial data and have identified for the Company'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 Company's internal controls.
(6) The Officer and the other certifying officer have indicated in the Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: : March 15, 2005
By: /s/ Tracey Eland
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Tracey Eland
Secretary and Principal
Accounting Officer