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) MAY 19, 2006
VALCOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28416 58-1700840
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
920 S. COMMERCE STREET, LAS VEGAS, NV 89106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 385-9000
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
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))
ITEM 8.01 - OTHER EVENTS
On May 19, 2006, Valcom, Inc. (the "Company") entered into a letter agreement
with Media City Teleproductions ("MCT") pursuant to which parties expressed
their intention and set forth the principal terms for the Company's purchase of
Media City Studios, including certain equipment and facilities contained
therein (the "Studio") such as all studio production equipment. The purchase
price for the Studio is:
- $750,000, $100,000 of which was paid to MCT by the Company on May
29, 2006 and the balance of $550,000 is to be paid no later than 60 days
after the date of execution of final definitive agreements; and
- 1,000,000 shares (the "Shares") of the Company's common stock, par
value $.001 per share, which the Company issued to MCT on June 12, 2006.
The completion of the transaction is contingent upon the completion of
satisfactory due diligence by the parties and negotiation and execution of
final definitive agreements.
The Company claims an exemption from the registration requirements of the Act
for the issuance of the Shares pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investor was an accredited investor
and/or qualified institutional buyer, the investor had access to information
about the Company and their investment, the investor took the Shares for
investment and not resale and the Company took appropriate measures to restrict
the transfer of the Shares.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
a.1 Letter Agreement dated as of May 19, 2006 by and between
Valcom, Inc. and Media City Teleproductions.
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: July 11, 2006 By: /s/ Vince Vellardita
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Vince Vellardita
Chief Executive Officer