UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q
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(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2006
Commission file Number 0-28416
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
VALCOM, INC.
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(Name of small business issuer specified in its charter)
Delaware 58-1700840
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2113A Gulf Boulevard, Indian Rocks Beach, Florida 33785
-------------------------------------------------------
(Address of Principal executive offices) (Zip code)
(727) 953 - 9778
-------------------------
Issuer's telephone number
Securities registered pursuant to 12(b) of the Act: None Securities to be
registered pursuant to Section 12(g) of the Act:
COMMON STOCK $0.001 PAR VALUE
-----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
As of September 11, 2008 the issuer had 22,774,349 shares of its $0.001 par
value common stock outstanding.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying financial statements are unaudited and are prepared in
accordance with rules and regulations of the Securities and Exchange Commission
for interim quarterly reporting. Accordingly, these financial statements do not
include all disclosures required under generally accepted accounting
principles.
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of ValCom, Inc.
and subsidiaries as of December 31, 2006 and the results of their operations
and their cash flows for the three months ended December 31, 2006. These
consolidated financial statements include the accounts of ValCom, Inc. and its
subsidiary companies (together "the Company"). Results for the three months
ended December 31, 2006, are not necessarily indicative of the operations,
which may occur during the year ending September 30, 2006. Refer to the
Company's Annual Report on Form 10- KSB for the year ended September 30, 2006
for further information.
VALCOM, INC.
FORM 10-Q
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements F-1
Item 2. Management's Discussion and Analysis or Plan of Operation 2
Item 3. Quantitative and Qualitative Market Risk 4
Item 4. Controls and Procedures 5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 6
Item 1A. Risk Factors 6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 8
Item 6. Exhibits 9
SIGNATURES
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS
VALCOM, INC.
We have reviewed the accompanying balance sheet of ValCom, Inc. as of December
31, 2006, and the related statements of operations, stockholders' equity
(deficit), and cash flows for the three months ended December 31, 2006 and
December 31, 2005. These interim financial statements are the responsibility of
the Corporation's management.
We conduct our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the balance sheet of ValCom, Inc.
as of September 30, 2006, and the related statements of income, stockholders'
equity and cash flows for the year then ended (not presented herein); and in
our report dated September 18, 2008, we expressed an unqualified opinion with a
going concern paragraph on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of September 30,
2006 is fairly stated, in all material respects, in relations to the balance
sheet from which it has been derived.
/S/ MOORE & ASSOCIATES, CHARTERED
- ---------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
September 25, 2008
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 FAX:
(702)253-7501
F-1
VALCOM, INC.
ASSETS
December 31, September 30,
2006 2006
(unaudited)
-------------- --------------
CURRENT ASSETS
Cash $ 69,618 $ 71,612
Accounts receivable, net 76,971 196,249
-------------- --------------
Total Current Assets 146,589 267,861
-------------- --------------
FIXED ASSETS, net 120,365 126,700
-------------- --------------
OTHER ASSETS
Deposits 159,603 160,811
Other assets 1,000,000 1,000,000
-------------- --------------
Total Other Assets 1,159,603 1,160,811
-------------- --------------
TOTAL ASSETS $ 1,426,557 $ 1,555,372
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 637,923 $ 603,408
Accrued interest payable 134,002 68,172
Due to related parties 1,672,456 1,672,456
Notes payable 501,480 416,480
-------------- --------------
Total Current Liabilities 2,945,861 2,760,516
-------------- --------------
LONG-TERM LIABILITIES
Notes payable - -
-------------- --------------
Total Long-Term Liabilities - -
-------------- --------------
TOTAL LIABILITIES 2,945,861 2,760,516
-------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Series B Preferred stock, 1,000,000 shares
authorized at par value of $0.001,
38,000 shares issued and outstanding 38 38
Series C Preferred stock, 25,000,000 shares
authorized at par value of $0.001,
9,267,416 shares issued and outstanding 9,267 9,267
Common stock, 250,000,000 shares authorized
at par value of $0.001, 4,287,510 and
4,265,603 shares issued and outstanding,
respectively 4,288 4,266
Treasury stock, 35,000 shares (23,522) (23,522)
Additional paid-in capital 14,161,176 14,097,995
Accumulated deficit (15,670,551) (15,293,188)
-------------- --------------
Total Stockholders' Equity (Deficit) (1,519,304) (1,205,144)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,426,557 $ 1,555,372
============== ==============
The accompanying notes are an integral part of these financial statements.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
VALCOM, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
December 31,
-----------------------------------------
2006 2005
--------------- -----------------
REVENUES $ 188,645 $ 1,801,409
COST OF GOODS SOLD - 1,712,514
--------------- -----------------
GROSS MARGIN 188,645 88,895
--------------- -----------------
OPERATING EXPENSES
Advertising and marketing 5,852 63,908
Depreciation expense 6,335 8,650
General and administrative 487,991 369,677
Total Operating Expenses 500,178 442,235
--------------- -----------------
LOSS FROM OPERATIONS (311,533) (353,340)
--------------- -----------------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of equipment - -
Interest expense (65,830) (15,694)
Other income - 12,141
--------------- -----------------
TOTAL OTHER INCOME (EXPENSE) (65,830) (3,553)
--------------- -----------------
NET LOSS $ (377,363) $ (356,893)
=============== =================
BASIC LOSS PER SHARE $ (0.09) $ (0.17)
=============== =================
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,276,557 2,122,724
=============== =================
THE ACCOMPANYING NOTES ARE A INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
VALCOM, INC.
Statements of Stockholders' Equity (Deficit)
Series B Preferred Stock Series C Preferred Stock Common Stock
Shares Amount Shares Amount Shares Amount
------ ------ --------- ------- --------- -------
Balance, September 30, 2005 38,000 $ 38 6,517,416 $ 6,517 2,094,186 $ 2,094
Preferred stock issued for
services - - 4,000,000 4,000 - -
Common stock issued for
services - - - - 336,729 337
Common stock issued for
debt - - - - 1,697,425 1,698
Preferred stock conversion - - (1,250,000) (1,250) 137,263 137
Net loss for the year
ended September 30, 2006 - - - - - -
------ ------ --------- ------- --------- -------
Balance, September 30, 2006 38,000 38 9,267,416 9,267 4,265,603 4,266
Common stock issued for
cash - - - - 5,707 6
Common stock issued for
services - - - - 5,000 5
Common stock issued for
debt - - - - 11,200 11
Preferred stock conversion - - - - - -
Net loss for the three months
ended December 31, 2006 - - - - - -
------ ------ --------- ------- --------- -------
Balance, December 31, 2006 38,000 $ 38 9,267,416 $ 9,267 4,287,510 $ 4,288
====== ====== ========= ======= ========= =======
The accompanying notes are an integral part of these financial statements.
F-4
VALCOM, INC.
Statements of Stockholders' Equity (Deficit) (Con't)
Total
Additional Stockholders'
Treasury Paid-In Accumulated Equity
Stock Capital Deficit (Deficit)
----------- ------------ ------------- -------------
Balance, September 30, 2005 $ (35) $ 10,571,125 $ (10,345,350) $ 234,389
Preferred stock issued for
services - 196,000 - 200,000
Common stock issued for
services - 605,029 - 605,366
Common stock issued for
debt - 2,611,572 - 2,613,270
Preferred stock conversion (23,487) 114,269 - 89,669
Net loss for the year
ended September 30, 2006 - - (4,947,838) (4,947,838)
----------- ------------ ------------- -------------
Balance, September 30, 2006 (23,522) 14,097,995 (15,293,188) (1,205,144)
Common stock issued for
cash - 38,197 - 38,203
Common stock issued for
services - 9,995 - 10,000
Common stock issued for
debt - 14,989 - 15,000
Preferred stock conversion - - - -
Net loss for the three months
ended December 31, 2006 - - (377,363) (377,363)
----------- ------------ ------------- -------------
Balance, December 31, 2006 $ (23,522) $ 14,161,176 $ (15,670,551) $ (1,519,304)
=========== ============ ============= =============
The accompanying notes are an integral part of these financial statements.
F-5
VALCOM, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
December 31,
------------------------------------------------
2006 2005
---------------- ----------------
OPERATING ACTIVITIES
Net loss $ (377,363) $ (356,893)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation expense 6,335 8,650
Common stock issued for services 10,000 67,419
Impairment of asset - -
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable 119,278 (517,293)
(Increase) decrease in prepaid expenses 1,208 (25,000)
Increase (decrease) in accrued interest payable 65,830 15,694
Increase (decrease) in accounts payable 49,515 15,505
Increase (decrease) in deferred income - -
---------------- ----------------
Net Cash Used in Operating Activities (125,197) (791,918)
---------------- ----------------
INVESTING ACTIVITIES
Proceeds from sale of equipment - -
Purchase of property and equipment - (20,068)
---------------- ----------------
Net Cash Used in Investing Activities - (20,068)
---------------- ----------------
FINANCING ACTIVITIES
Proceeds from preferred and common stock 38,203 248,000
Proceeds from note payable 85,000 361,086
Repayment of notes payable - (68,693)
---------------- ----------------
Net Cash Provided by Financing Activities 123,203 540,393
NET DECREASE IN CASH (1,994) (271,593)
---------------- ----------------
CASH AT BEGINNING OF YEAR 71,612 276,280
---------------- ----------------
CASH AT END OF YEAR $ 69,618 $ 4,687
================ ================
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ -
Income Taxes $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued for debt $ 15,000 $ -
The accompanying notes are an integral part of these financial statements.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-6
VALCOM, INC.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at December 31, 2006 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the CityCityUnited States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's September
30, 2006 audited financial statements. The results of operations for the period
ended December 31, 2006 are not necessarily indicative of the operating results
for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has had no revenues and has generated losses from
operations.
In order to continue as a going concern and achieve a profitable level of
operations, the Company will need, among other things, additional capital
resources and to develop a consistent source of revenues. Management's plans
include of investing in and developing all types of businesses related to the
entertainment industry.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding
paragraph and eventually attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
NOTE 3 - SIGNIFICANT EVENTS
On December 11, 2006, the Company completed a 1 for 20 reverse split of its
common stock. The reverse stock split is reflected in the financial statements
on a retroactive basis.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "ValCom, Inc.," the "Company," "we," "us," and "our" refer to
ValCom, Inc. and our direct and indirect subsidiaries on a consolidated basis
unless the context indicates otherwise.
This quarterly report contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that
are based on the beliefs of, as well as assumptions made by and information
currently known to, our management. The words "expects, intends, believes,
anticipates, may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking statements. The cautionary statements
set forth in this section are intended to emphasize that actual results may
differ materially from those contained in any forward looking statement.
OVERVIEW
PLAN OF OPERATION
As of December 31, 2006, ValCom, Inc. operations were comprised of five
divisions.
STUDIO RENTAL
ValCom's business includes television production for network and syndication
programming, motion pictures, and real estate holdings, however, revenue is
primarily generated through the lease of the sound stages and production.
ValCom's past and present clients in addition to Paramount Pictures and Don
Belisarious Productions, include Sony Pictures, Warner Brothers, Universal
Studios, MGM, HBO, NBC, 20th Century Fox, Disney, CBS, Sony, Showtime, and the
USA Network. In addition to leasing its sound stages, ValCom also owns a
library of television content, which is ready for worldwide distribution and
several major television series in advanced stages of development. ValCom's
Studio Division is composed of two properties: 920 South Commerce, CityCityLas
Vegas and CityCity2625 North Naomi Street, CityBurbank, giving ValCom a total
of 9 sound stages and a recording studio. Corporate offices are located at the
Commerce Studios and both facilities offer state-of-the art production
studio, broadcast facilities, recording studios, production design
construction, animation and post-production.
FILM PRODUCTION DIVISION
In addition to producing our own television and motion picture programming,
ValCom Inc. entered into a production agreement with entertainment industry
billion dollar producer Jeff Franklin who also joins ValCom's Strategic
Advisory Board. CityCityFranklin has brought in more than $2 billion in
domestic box office sales and with the addition of the film division.Mr.
CityFranklin is one of producers of the theatrical feature, "CityCityCasper"
and is executive producer on "Kull, The Conqueror," "Cold Around The Heart,"
"Stuart Little," and "Stuart Little 2."
2
ANIMATION
October 1, 2003, we formed New Zoo Revue LLC pursuant to a joint venture
agreement with O Atlas Enterprises Inc.,a CityCityCalifornia corporation. New
Zoo Revue LLC was formed for the development and production of "New Zoo Revue"
a feature film and television series and marketing of existing episodes. ValCom
shall contribute all funding required for the development of the above to a
maximum of $1,000,000 and O Atlas shall contribute an exclusive ten (10) year
worldwide license in and to all rights, music and characters as its equal
contribution towards Capital. The net profit after all expenses will be shared
equally by ValCom Inc. and O Atlas. In 2004, New Zoo Review LLC signed an
exclusive distribution agreement with BCI Eclipse for distribution of the
existing New Zoo shows on DVD. Valcom has not realized significant revenues
from animation to date.
CHANNEL 8 IN PALM SPRINGS, CALIFORNIA
In connection with our joint venture with New Global Communications, Inc., we
own a 45% equity interest in ValCom Broadcasting, LLC, a CityNew York limited
liability company, which operates KVPS (Channel 8), an independent television
broadcaster in the CityCityPalm Springs, CityCalifornia market.
LIVE THEATER
On February 9, 2006 ValCom, Inc. named Jeff Kutash as President of their Live
Theatre Division. The first venture Kutash will undertake is a theater
production called 'Headlights and Tailpipes' that will be unveiled at a major
CityCityLas Vegas hotel and casino. In heading up this division, Kutash will be
responsible for developing and directing new productions and live theatrical
events throughout the world. Kutash's experience in the field of theatre,
television and film create a vast knowledge of the entertainment field.
Valcom's Headlights and Tailpipes opened at the Stardust Hotel and Casino,
CityCityLas Vegas in April 2006 and ran until July 2006.
RESULTS OF OPERATIONS
THREE MONTHS ENDED December 31, 2006 VS. December 31, 2005
Revenues for the three months December 31, 2006 decreased by $1,612,764 or 90%
from $1,801,409 for the three months ended December 31, 2005 to $188,645 for
the same period in 2006. The decrease in revenue was principally due to
declining production revenues.
Production costs for the three months ended December 31, 2006 decreased by
$1,712,514 from $1,712,514 for the three months ended December 31, 2005 to $-0-
for the same period in 2006. The increase in production costs was principally
due to declining productions.
Depreciation and amortization expense for the three months ended December 31,
2006 decreased by $2,315 or 27% from $8,650 for the three months ended December
31, 2005 to $6,335 for the same period in 2006.
3
General and administrative expenses for the three months ended December 31,
2006 increased by $118,314 or 32% from $369,677 for the three months ended
December 31, 2005 to $487,991for the same period in 2006. The increase was due
principally to consulting and professional fees.
Interest expense for the three months ended December 31, 2006 increased by
$50,136 or 319% from $15,694 for the three months ended December 31, 2005 to
$65,830 for the same period in 2006. The increase was due principally to
related party loans.
Due to the factors described above, the Company's net loss increased by $20.470
from $356,893 for the three months ended December 31, 2005 to $377,363 for the
same period in 2006.
FUTURE OUTLOOK
During September 2007, the Company emerged from bankruptcy. The Company is
seeking new business opportunities and to reestablish itself in the television
and film production industry.
LIQUIDITY AND CAPITAL RESOURCES
The Company's condensed consolidated financial statements have been prepared,
assuming that the Company will continue as a going concern. The Company has a
net loss of $377,363 and a negative cash flow from operations of $125,197 for
the three months ended December 31, 2006, a working capital deficiency of
$2,799,272 and an accumulated deficit of $15,670,511 at December 31, 2006.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Cash totaled $69,618on December 31, 2006 compared to $4,687 as at December 31,
2005. During the three months ended December 31, 2006, net cash used by
operating activities totaled $125,197compared to net cash used by operating
activities of $791,918 for the comparable three - month period in 2005. Net
cash provided by financing activities for the three months ended December 30,
2006 totaled $123,203compared to $540,393 for the comparable three-month period
in 2005.
The above cash flow activities yielded a net cash decrease of $1,994during the
three months ended December 31, 2006 compared to a decrease of $271,593 during
the comparable prior year period.
Net working capital (current assets less current liabilities) was a
$(2,799,972)as of December 31, 2006. The Company will need to raise funds
through various financings to maintain its operations until such time as cash
generated by operations is sufficient to meet its operating and capital
requirements. There can be no assurance that the Company will be able to raise
such capital on terms acceptable to the Company, if at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
N/A
4
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out
an evaluation with the participation of the Company's management, including
Vince Vellardita, the Company's Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of the Company's disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange
Act) as of the three months ended December 31, 2006. Based upon that
evaluation, the Company's CEO and CFO concluded that the Company's disclosure
controls and procedures are not effective to ensure that information required
to be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act, is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the Company's CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure.
CHANGES IN INTERNAL CONTROLS
Our management, with the participation the Principal Executive Officer and
Principal Accounting Officer, performed an evaluation as to whether any change
in our internal controls over financial reporting occurred during the 2006
Quarter ended December 31, 2006. Based on that evaluation, the Company's Chief
Executive Officer and Chief Financial Officer concluded that no change occurred
in the Company's internal controls over financial reporting during the 2006
Quarter ended December 31, 2006 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.
5
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved from time to time in legal proceedings incident to the
normal course of business. Management believes that the ultimate outcome of any
pending or threatened litigation would not have a material adverse effect on
the Company's consolidated financial position, results of operations or cash
flows.
ITEM 1A. RISK FACTORS
There have been no material changes from the Risk Factors described in our
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Beginning October 1, 2006 until December 31, 2006, the Company sold 5,707
shares of common stock at $6.69 per share (post split) in private placement
transactions for an aggregate purchase price of $38,203. The shares were
exempted from registration pursuant to Rule 506 of Regulation.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
6
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
On November 20, 2006, the Company held its Annual Meeting of Stock holders to
(1) elect 3 members to the Board of Directors; (2) authorize the amendment of
the Certificate of Incorporation to (a) increase the Company's authorized
shares of common stock from 100,000,000 to 250,000,000 shares and (b) increase
the authorized shares of "blank check" preferred stock from 10,000,000 to
25,000,000 shares; and (3) to authorize the Board of Directors to amend the
Certificate of Incorporation to effect a reverse stock split of the issued and
outstanding shares of Common Stock at a ratio of either one-for-two, one-for-
five, one-for-ten or one-for-twenty, as determined at the discretion of the
Board of Directors (the "Actions").
The directors who were elected at the Annual Meeting were Vince Vellardita,
Richard Shintaku and Ian Adlington. No other directors continued their term of
office as director after the meeting. The number of votes in favor of the
Actions were:61,146,661 (67%0. The number of shares voted against the Actions
were 0. The number of abstentions and broker non-votes were 0.
ITEM 5 - OTHER INFORMATION
On December 11, 2006, the Company amended its Certificate of Incorporation to
effect a reverse stock split of the issued and outstanding shares of its Common
Stock at a ratio of one-for-twenty.
7
ITEM 6 - EXHIBITS.
(A) Exhibits
31.1 Certification by Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of Sarbanes Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350.
The Company incorporates by reference all exhibits to its Form 10-KSB for the
year ending September 30, 2006.
8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: September 30, 2008
VALCOM, INC., a Delaware Corporation
By: /s/ Vince Vellardita
----------------------
Vince Vellardita
Chief Executive Officer (Principal
Executive Officer) and Chief Financial
Officer (Principal Accounting and
Financial Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the issuer and in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- -------------------------- ------------------------ ------------------
By: /s/ Vince Vellardita Chief Executive Officer, September 30, 2008
---------------------- Chairman of the Board
Vince Vellardita
By: /s/ Richard Shintaku Director September 30, 2008
--------------------
Richard Shintaku
By: /s/ Frank O Donnell Director September 30, 2008
-------------------
Frank O Donnell
9