UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q
----------
(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL QUARTER ENDED JUNE 30, 2007
Commission file Number 0-28416
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
VALCOM, INC.
--------------------------------------------------------
(Name of small business issuer specified in its charter)
Delaware 58-1700840
-------- ----------
(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 October 1, 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 June 30, 2007 and the results of their operations and
their cash flows for the nine months ended June 30, 2007. These consolidated
financial statements include the accounts of ValCom, Inc. and its subsidiary
companies (together "the Company"). Results for the nine months ended June 30,
2007, 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 5
Item 4. Controls and Procedures 6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information
Item 6. Exhibits 7
SIGNATURES 8
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 June 30,
2007, and the related statements of operations, stockholders' equity (deficit),
and cash flows for the three-month and nine-month periods ended June 30, 2007
and June 30, 2006. These interim financial statements are the responsibility of
the Corporation's management.
We conducted our review 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 operations,
stockholders' equity (deficit) 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
October 3, 2008
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 FAX:
(702)253-7501
F-1
VALCOM, INC.
Balance Sheets
ASSETS
June 30, September 30,
2007 2006
(unaudited)
--------------- ---------------
CURRENT ASSETS
Cash $ 56,232 $ 71,612
Accounts receivable, net 283,762 196,249
--------------- ---------------
Total Current Assets 339,994 267,861
--------------- ---------------
FIXED ASSETS, net 107,695 126,700
--------------- ---------------
OTHER ASSETS
Deposits 158,853 160,811
Other assets 1,000,000 1,000,000
--------------- ---------------
Total Other Assets 1,158,853 1,160,81
--------------- ---------------
TOTAL ASSETS $ 1,606,542 $ 1,555,372
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 758,075 $ 603,408
Accrued interest payable 161,533 68,172
Due to related parties 1,950,288 1,672,456
Notes payable 586,153 416,480
--------------- ---------------
Total Current Liabilities 3,456,049 2,760,516
LONG-TERM LIABILITIES
Notes payable - -
--------------- ---------------
Total Long-Term Liabilities - -
--------------- ---------------
TOTAL LIABILITIES 3,456,049 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, 100,000,000 shares
authorized at par value of $0.001,
4,541,806 and 4,265,603 shares
issued and outstanding, respectively 4,542 4,266
Treasury stock, 35,000 shares (23,522) (23,522)
Additional paid-in capital 15,070,158 14,097,995
Accumulated deficit (16,909,990) (15,293,188)
--------------- ---------------
Total Stockholders' Equity (Deficit) (1,849,507) (1,205,144)
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,606,542 $ 1,555,372
=============== ===============
The accompanying notes are an integral part of these financial statements.
F-2
VALCOM, INC.
Statements of Operations
(unaudited)
For the Three Months Ended For the Nine Months Ended
June 30, June 30,
-------------------------- ---------------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
REVENUES $ 487,376 $ 631,999 $ 1,398,881 $ 2,739,162
COST OF GOODS SOLD 42,950 413,214 42,950 3,010,596
----------- ----------- ----------- -----------
GROSS MARGIN 444,426 218,785 1,355,931 (271,434)
OPERATING EXPENSES
Advertising and marketing 210 471,390 6,949 543,456
Depreciation expense 6,335 8,650 19,005 25,950
General and administrative 1,050,280 539,230 2,848,671 2,247,708
----------- ----------- ----------- -----------
Total Operating Expenses 1,056,825 1,019,270 2,874,625 2,817,114
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (612,399) (800,485) (1,518,694) (3,088,548)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Other expense - (360,745) - (636,056)
Interest expense (17,982) (18,523) (98,360) (49,911)
Other income 27 560,742 252 598,061
----------- ----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE) (17,955) 181,474 (98,108) (87,906)
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (630,354) (619,011) (1,616,802) (3,176,454)
INCOME TAX EXPENSE - - - -
----------- ----------- ----------- -----------
NET LOSS $ (630,354) $ (619,011) $(1,616,802) $(3,176,454)
=========== =========== =========== ===========
BASIC LOSS PER SHARE $ (0.14) $ (0.21) $ (0.37) $ (1.19)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,457,518 2,930,168 4,367,037 2,661,020
=========== =========== =========== ===========
The accompanying notes are an 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 - - - - 44,033 44
Common stock issued for
services - - - - 85,970 86
Common stock issued for
debt - - - - 146,200 146
Preferred stock conversion - - - - - -
Net loss for the nine months
ended June 30, 2007 - - - - - -
------ ------ --------- ------- --------- -------
Balance, June 30, 2007 38,000 $ 38 9,267,416 $ 9,267 4,541,806 $ 4,542
====== ====== ========= ======= ========= =======
The accompanying notes are an integral part of these financial statements.
F-4
VALCOM, INC.
Statements of Stockholders' Equity (Deficit)
(Continued)
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 - 131,442 - 131,486
Common stock issued for
services - 171,853 - 171,939
Common stock issued for
debt - 668,868 - 669,014
Preferred stock conversion - - - -
Net loss for the nine months
ended June 30, 2007 - - (1,616,802) (1,616,802)
---------- ------------ ------------- ----------------
Balance, June 30, 2007 $ (23,522) $ 15,070,158 $ (16,909,990) $ (1,849,507)
========== ============ ============= ================
The accompanying notes are an integral part of these financial statements.
F-5
VALCOM, INC.
Statements of Cash Flows
(unaudited)
For the Nine Months Ended
June 30,
---------------------------
2007 2006
----------- -----------
OPERATING ACTIVITIES
Net loss $(1,616,802) $(3,176,454)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation expense 19,005 25,950
Stock issued for services 171,939 743,723
Impairment of asset - -
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable (87,513) 527,902
(Increase) decrease in prepaid expenses 1,958 (125,000)
Increase (decrease) in accrued interest payable 93,361 35,868
Increase (decrease) in accounts payable 666,681 (40,578)
Increase (decrease) in deferred income - -
----------- -----------
Net Cash Used in Operating Activities (751,371) (2,008,589)
----------- -----------
INVESTING ACTIVITIES
Proceeds from sale of equipment - -
Purchase of property and equipment - (44,442)
----------- -----------
Net Cash Used in Investing Activities - (44,442)
----------- -----------
FINANCING ACTIVITIES
Proceeds from preferred and common stock 131,486 956,500
Proceeds from note payable 604,505 1,500,000
Repayment of notes payable - (562,068)
----------- -----------
Net Cash Provided by Financing Activities 735,991 1,894,432
----------- -----------
NET DECREASE IN CASH (15,380) (158,599)
CASH AT BEGINNING OF YEAR 71,612 276,280
----------- -----------
CASH AT END OF YEAR $ 56,232 $ 117,681
=========== ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ -
Income Taxes $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued for debt $ 669,014 $ 390,311
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 June 30, 2007 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 United 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 June 30, 2007 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 June 30, 2007, 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, MTV, Warner Brothers, Universal
Studios, MGM, HBO, NBC, 20th Century Fox, Disney, CBS, Sony, Showtime, the USA
Network ,the Game Show Network Endemol and BET. 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 studios located
at 2625 North Naomi Street, Burbank, giving ValCom a total of 2 sound stages,
recording studio and post production facilities and where the company decided
to concentrate its production operations. Corporate offices are at the Burbank
Studios and the facility offers state-of-the art production studio, broadcast
facilities, recording studios, production design construction, animation and
post- production. In May 2007, Valcom signed an agreement for the live
production and broadcast of the interactive TV show `Take the Cake' with Lock
and Key Productions for Endemol and BET. The show was broadcast live five
nights per week from the Valcom.
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. Franklin has brought in more than $2 billion in domestic box
office sales and with the addition of the film division. Mr. Franklin is one of
producers of the theatrical feature, "Casper" 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 California 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 New York limited
liability company, which operates KVPS (Channel 8), an independent television
broadcaster in Palm Springs,California market.
LIVE THEATER
On February 9, 2006 ValCom, Inc. started a Live Theatre Division. The first
venture is a theater production called 'Headlights and Tailpipes' that will
was unveiled at Las Vegas Stardust hotel and casino.. Valcom's Headlights and
Tailpipes opened at the Stardust Hotel and Casino, Las Vegas in April 2006 and
ran until July 2006. It is planned to bring the production to other cities
throughout the US.
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2006 VS. JUNE 30, 2007
Revenues for the three months June 30, 2007 decreased by $144,613 or 23% from
$631,999 for the three months ended June 30, 2006 to $487,376 for the same
period in 2006. The decrease in revenue was principally due to reduced
television production.
Production costs for the three months ended June 30, 2007 decreased by $370,264
from $413,214 for the three months ended June 30, 2006 to $42,950 for the same
period in 2007. The decrease in production costs was principally due to reduced
television productions.
Depreciation and amortization expense for the three months ended June 30, 2007
decreased by $2,315 or27 % from $8,650for the three months ended June 30, 2006
to $6,335 for the same period in 2007.
General and administrative expenses for the three months ended June 30, 2007
increased by $511,050 or 95 % from $539,230for the three months ended June 30,
2006 to $1,050,280 for the same period in 2006. The increase was due
principally to consulting and professional fees including shares issued for
services.
3
Interest expense for the three months ended June 30, 2007 decreased by $541 or
3 % from $18,523 for the three months ended June 30, 2006 to $17,982 for the
same period in 2007.
RESULTS OF OPERATIONS - NINE MONTHS ENDED JUNE 30, 2007 VS. JUNE 30, 2006
Revenues for the nine months June 30, 2007 increased by $1,340,281 or 49% from
$2,739,162 for the nine months ended June 30, 2006 to $1,398,881 for the same
period in 2006. The decrease in revenue was principally due to reduced
television productions.
Production costs for the nine months ended June 30, 2007 decreased by
$2,967,646 from $3,010,695 for the six months ended March 31, 2006 to $42,950
for the same period in 2007. The increase in production costs was principally
due to reduced television productions.
Depreciation and amortization expense for the nine months ended June 30, 2007
decreased by $6,945 or27 % from $25,950 for the nine months ended June 30, 2006
to $19,005 for the same period in 2007.
General and administrative expenses for the nine months ended June 30, 2007
increased by $600,963 or 27 % from $2,247,708 for the nine months ended June
30, 2006 to $2,848,671 for the same period in 2006. The increase was due
principally to consulting and professional fees including shares issued for
services.
Interest expense for the nine months ended June 30, 2007 increased by $48,449
or 97 % from $49,911 for the nine months ended June 30, 2006 to $98,360 for the
same period in 2007. The increase was due principally to increased related
party debt.
Due to the factors described above, the Company's net loss decreased by
$1,559,652 from $3,176,454 for the nine months ended June 30, 2006 to
$1,616,802 for the same period in 2007.
FUTURE OUTLOOK
During August 2008, 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 $1,616,802 and a negative cash flow from operations of $751,371 for
the nine months ended June 30, 2007, a working capital deficiency of $3,116,055
and an accumulated deficit of $16,909,990 at June 30, 2007. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.
4
Cash totaled $56,232 on June 30, 2007compared to $83,536 as at June 30, 2006.
During the six months ended June 30, 2007, net cash used by operating
activities totaled $751,371 compared to net cash used in operating activities
of $2,008,589 for the comparable six-month period in 2006. A significant
portion of operating activities included payments for interest and production
development costs. Net cash provided by financing activities for the nine
months ended June 30, 2007 totaled $735,991 compared to $1,894,432 for the
comparable nine-month period in 2006.
The above cash flow activities yielded a net cash decrease of $15,380 during
the nine months ended June 30, 2007 compared to a decrease of $158,599 during
the comparable prior year period.
Net working capital (current assets less current liabilities) was a negative
$3,116,055 as of June 30, 2007. 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.
SUBSEQUENT EVENTS
In July 2007, Valcom filed for Chapter 11 Bankruptcy and during August 2008,
the Company emerged from bankruptcy. The Company is seeking new business
opportunities and to reestablish itself in the television and film production
industry
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
N/A
5
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 June 30, 2007. 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 2007
Quarter ended June 30, 2007. 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 2007
Quarter ended June 30, 2007 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.
6
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
NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
NONE
ITEM 5 - OTHER INFORMATION
ITEM 6 - EXHIBITS.
(A) Exhibits
10.1 Production Facility Agreement dated February 2, 2007 between Valcom
Burbank Studios and Twelve Yard Holdings, Inc. (incorporated by reference
to the Company's Current Report on Form 8-K as filed with the Securities
and Exchange Commission on June 1, 2007).
10.2 Production Facility Agreement dated May 8, 2007 between Valcom
Burbank Studios and Lock and Key Productions (incorporated by reference to
the Company's Current Report on Form 8-K as filed with the Securities and
Exchange Commission on June 1, 2007).
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.
7
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: October 7, 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, October 7, 2008
---------------------- Chairman of the Board
Vince Vellardita
By: /s/ Richard Shintaku Director October 7, 2008
--------------------
Richard Shintaku
By: /s/ Frank O Donnell Director October 7, 2008
-------------------
Frank O Donnell
8