October 10, 2006
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Rolaine Bankcroft
Re: ValCom, Inc.
Preliminary Proxy Statement on Schedule 14A, filed October 2,
2006
(File No. 000-28416)
Dear Ms. Bankcroft:
In response to your telephone conversation which took place on October 6,
2006 between you and Eric Pinero, Esq. of Sichenzia Ross Friedman Ference LLP,
securities counsel to ValCom, Inc. (the "Company"), on behalf of the Company
please accept this letter as the Company's response to the comments of the
Commission with respect to the above referenced filing.
Proposal 2, page 11
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1. We note that there are currently no plans, arrangements, commitments or
understandings for the issuance of the additional shares of Common Stock
which are proposed to be authorized under Proposal 2. Please revise to
disclose whether there are any plans, arrangements, commitments or
understandings for the issuance of the additional shares of Preferred
Stock with are proposed to be authorized.
Response:
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We have revised the proxy statement under Proposal 2 "Increase in
Authorized Capital Stock" on page 11 to disclose that the Company currently has
no plans, arrangements, commitments or understandings for the issuance of the
additional shares of Preferred Stock with are proposed to be authorized.
Proposal 2, Proxy Card
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2. Please revise the proxy card to separate the increase in the authorized
shares of common stock and preferred stock into two proposals.
Response:
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We have revised the proxy card to separate the increase in the
authorized shares of common stock and preferred stock into two proposals.
Proposal 3
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3. We note your disclosure that, under Proposal 3, the annual meeting will
be held "[t]o transact such other business as may properly come before
the meeting or any postponements or adjournments of the meeting." Please
note that if the purpose of this proposal is to have the discretion to
vote proxies to adjourn the annual meeting and subsequently solicit
additional proxies, you must separate this into two proposals. Please
advise or revise.
Response:
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The Company confirms that the purpose of Proposal 3 is not to provide the
Company with the discretion to vote proxies to adjourn the annual meeting and
subsequently solicit additional proxies.
Proposal 3, Proxy Card
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4. Please revise the proxy card with respect to Proposal 3 in accordance
with the requirements of Rule 14a-4(b)(1) and 14a-4(c)(3).
Response:
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We have revised the proxy card to with respect to Proposal 3 in
accordance with the requirements of Rule 14a-4(b)(1) and 14a-4(c)(3).
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In addition, the Company hereby acknowledges that:
- the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;
- staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
- the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very Truly Yours,
/s/ Eric A. Pinero
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Eric A. Pinero