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) JULY 1, 2006
VALCOM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28416 58-1700840
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2525 NORTH NAOMI STREET, BURBANK, CA 91504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 848-5800
920 South Commerce Street, Las Vegas, Nevada 89106
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(Former name or former address, if changed since last report)
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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 1, 2006, Armando C. Ibarra CPA (the "Former Accountant") declined to
stand for re-appointment as the independent registered public accounting firm
for ValCom, Inc. (the "Company") due to the Former Accountant's decision to
discontinue its Public Company Accounting Oversight Board (PCAOB) registration.
The Company has engaged Kempisty & Company (the "New Accountant"), as its new
independent registered public accounting firm. The Company's decision to engage
the New Accountant was approved by its Board of Directors on February 5, 2007.
The reports of the Former Accountant on the financial statements of the Company
for each of the two most recent fiscal years, did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles for the two most recent
fiscal years, except that the Former Accountant's opinion in its report on the
Company's financial statements for each of the last two fiscal years expressed
substantial doubt with respect to the Company's ability to continue as a going
concern.
During the Company's two most recent fiscal years and the subsequent interim
period through the date of resignation, there were no reportable events as the
term is described in Item 304(a)(1)(iv) of Regulation S-B.
During the Company's two most recent fiscal years and the subsequent interim
period through the date of resignation, there were no disagreements with the
Former Accountant on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of the Former Accountant would have caused it to
make reference to the subject matter of the disagreements in connection with
its reports on these financial statements for those periods.
The Company did not consult with the New Accountant regarding the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, and no written or oral advice was provided by the New
Accountant that was a factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issues.
The Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as Exhibit 16.1 to
this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from Former Accountant.
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: February 16, 2007 By: /s/ Vince Vellardita
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Vince Vellardita, Chief Executive Officer