March 15, 2010
VIA EDGAR
Ms. Lyn Shenk
Branch Chief
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
RE: VALCOM, INC.
FILE NUMBER 000-28416
FORM 10-K: FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
FORM 8-K FILED FEBRUARY 4, 2010
Dear Ms. Shenk:
We have reviewed the comments contained in your letter dated March 5,
2010 and submit the following responses.
Form 10-K: For the Fiscal Year Ended September 30, 2009
Notes to the Consolidated Financial Statements, page F-7
Note 4: Restatement, page F-10
1.We note that you restated your financial statements for the fiscal year
ended September 30, 2009 and September 30, 2008. Please file an Item
4.02 Form 8-K immediately. The filing was due on the fourth day after
the date that you concluded that the previously issued financial
statements should not be relied upon. The Item 4.02 Form 8-K should
disclose when you concluded that your previously issued financial
statements should be restated, identify the financial statements that
should no longer be relied upon, and state whether the audit committee,
or board of directors in the absence of an audit committee, or
authorized officer or officers, discussed with the independent
accountant the matters disclosed in the Item 4.02 Form 8-K. Section 4
of Form 8-K describes all of the disclosures required by the Item 4.02
Form 8-K. In addition, please tell us why you did not file an Item
4.02 Form 8-K.
Response:
In connection with the Commission's Comment #1, the Company has filed
an Item 4.02 Form 8-K.
Item 4.01 Form 8-K: filed February 4, 2010
2.Please amend your Form 8-K to state whether, during your two most
recent fiscal years and any subsequent interim period, the Company
consulted with M&B regarding either (i) the application of accounting
principles to a specific completed or contemplated transaction, of the
type of audit opinion that might be rendered on the Company's financial
statements or (ii) any matter that was either the subject of a
disagreement or event identified in response to (a)(1)(iv) of Item 304
of Regulation S-K. The disclosure that was made in the Item 4.01 Form
8-K filed on February 4, 2010 states only during the year ended
September 30, 2009 and not the required disclosure of your two most
recent fiscal years and any subsequent interim period.
Response:
In connection with the Commission's Comment #2, the Company
has amended its Item 4.01 Form 8-K to accurately reflect the
time period referenced.
The Company acknowledges the following:
* The Company is responsible for the adequacy and accuracy of the
disclosure in all of its filings;
* Any changes to disclosure in response to the Commission's 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.
*****
We appreciate your timely consideration of these matters in your review
of the filing referenced above. If you or others have any questions or
would like additional information, please contact me directly.
Very truly yours,
/s/ Vince Vellardita
Vince Vellardita