UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 7, 2009
VALCOM, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-28416 58-1700840
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATIONOR ORGANIZATION) (IDENTIFICATION NO.)
2113A GULF BOULEVARD, INDIAN ROCKS BEACH, FL 33785
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(Address of principal executive offices and zip code)
(727) 953-9778
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(Registrant's telephone number, including area code)
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))
EXPLANATORY NOTE
This amendment on Form 8-K/A (the "Amendment") amends the Current Report for
Valcom, Inc. (the "Company" or the "Registrant") on Form 8-K, as initially
filed with the Securities and Exchange Commission on August 12, 2009 (the
"Original Report"). The purpose of this Amendment is to disclose that the
Public Company Accounting Oversight Board ("PCAOB") revoked the registration
of Moore and Associates Chartered because of violations of PCAOB rules and
auditing standards in auditing financial statements, PCAOB rules and quality
control standards, and Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 thereunder and noncooperation with a Board investigation. This
Amendment is an amendment and restatement of the Original Report in its
entirety in order to provide a complete presentation.
ITEM 4.01 CHNAGES IN REGISTRAN'TS CERTIFYING ACCOUNTANT
(a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore
& Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended August 7, 2009
a going concern qualification in the registrant's audited financial statements.
During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements, nor were
there any up to and including the time of dismissal on August 7, 2009.
On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB")
revoked the registration of Moore and Associates Chartered because of
violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality control standards, and Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation
with a Board investigation.
The registrant has requested that Moore and Associates, Chartered furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements in this Amendment. Moore and
Associates, Chartered declined to furnish such letter.
b) On August 7, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of
Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
None
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.
Date: September 29, 2009
By: /s/ Vince Vellardita
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Name: Vince Vellardita
Title: Chief Executive Officer