UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB
				   AMENDED

[x]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended  - June 30, 2002,2003,2004

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          For the transition period from

                         Commission file number 0-33121

                            VALCAPX ACQUISITION CORP.
                  (Name of Small Business Issuer in its charter)



                  Nevada                               95-4864172
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
 incorporation or organization)


       1522 W. Manchester Ave. Los Angeles, CA          90047
      (Address of principal executive offices)        (Zip Code)

      Issuer's telephone number: (323) 759-3920

      Securities registered under Section 12(b) of the Exchange Act:
                                None

      Securities registered under Section 12(g) of the Exchange Act:

                      Common Stock, $.0001 par value per share
                                    (Title of class)

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(D) of the Exchange Act during the past 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 [  ]   NO [ X ]

     Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [ ]
<PAGE>
     State issuer's revenues for its most recent fiscal year. $ -0-

     State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act): $ -0-

     Note: If determining whether a person is an affiliate will involve
an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.

 (ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
     [   ] Yes [   ] No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 4,630,000
as of June 30, 2004.

                          Documents Incorporated by Reference

     If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the documents is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990): None

     Transitional Small Business Disclosure Format (Check one):
     Yes [   ]; No [ x ]

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

     VALCAPX Acquisition Corp. (the "Company"), was incorporated on
July 18, 2001 in the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions.  Pursuant to the Articles of Incorporation, the Company
is authorized to issue 25,000,000 shares of Common Stock at $.0001 par
value. Each holder of the Common Stock shall be entitled to one vote
for each share of Common Stock held.

     The Company has been in the developmental stage since inception
and has no operations to date. Other than the issuance of shares to its
shareholders, the Company never commenced any operational activities.
As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or
acquisition.

     The Company became a reporting company in October, 2001 on a
voluntary basis by filing a registration statement on Form 10-SB. The
Company automatically becomes a reporting company 60 days after the
filing of Form 10-SB. The purpose of filing Form 10-SB is because the
primary attraction of the Company as a merger partner or acquisition
vehicle is its status as a reporting public company.  Any business
combination or transaction may potentially result in a significant
issuance of shares and substantial dilution to present stockholders
of the Company.

     The proposed business activities described herein classify the
Company as a "blank check" company.  Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions.  Management does not
intend to undertake any offering of the Company's securities, either
debt or equity, until such time as the Company has successfully
implemented its business plan described herein.


GENERAL BUSINESS PLAN

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities
presented to it by persons or firms who or which desire to seek the
perceived advantages of an Exchange Act registered corporation.  The
Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a
business venture of virtually any kind or nature.  This discussion of
the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.  Management
anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited
financial resources. This lack of diversification should be considered
a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against
gains from another.

     The Company may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand
into new products or markets, to develop a new product or service, or
for other corporate purposes. The Company may acquire assets and
establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

     The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky.  Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the
perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes), for all
shareholders and other factors.  Potentially, available business
opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.


     The Company has, and will continue to have, no capital with which
to provide the owners of business opportunities with any significant
cash or other assets.  However, management believes the Company will be
able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an
initial public offering.  The owners of the business opportunities
will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and
related reports and documents.  The Securities Exchange Act of 1934
(the "34 Act"), specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within
the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

     The analysis of new business opportunities will be undertaken by,
or under the supervision of, the officers and directors of the Company.
Mark Rhynes, President of the Company will be the key person in the
search, review and negotiation with potential acquisition or merger
candidates. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to
its attention through present associations of the  Company's officers
and directors, or by the Company's shareholder.  In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact
the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification;
and other relevant factors.  Officers and directors of the Company do
not expect to meet personally with management and key personnel of the
business opportunity as part of their investigation due to lack of
capital. To the extent possible, the Company intends to utilize written
reports and investigation to evaluate the above factors.  The Company
will not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.


     The officers of the Company will rely primarily upon their own
efforts in accomplishing the business purposes of the Company. The
Company may from time to time utilize outside consultants or advisors
to effectuate its business purposes described herein. No policies have
been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited
resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.

     The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its corporate life.  It is impossible to predict at this time
the status of any business in which the Company may become engaged, in
that such business may need to seek additional capital, may desire to
have its shares publicly traded, or may seek other perceived advantages
which the Company may offer.

     It is anticipated that the Company will incur nominal expenses in
the implementation of its business plan described herein. VCAX and Mark
Rhynes, President of our Company agreed to pay all expenses until a
business combination is effected, without repayment.

ACQUISITION OF OPPORTUNITIES

     In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.  It may also acquire stock or assets of an
existing business.  On the consummation of a transaction, it is
probable that the present management and shareholders of the
Company will no longer be in control of the Company.  In addition, the
Company's directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of
the Company's shareholders or may sell their stock in the Company. Any
and all such sales will only be made in compliance with the securities
laws of the United States and any applicable state.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving
entity after the Company has successfully consummated a merger or
acquisition and the Company is no longer considered a "shell" company.
Until such time as this occurs, the Company does not intend to register
any additional securities.  The issuance of substantial additional
securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the
value of the Company's securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the parties to
the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so-called
"tax-free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity.  In such event, the shareholders of the Company,
would retain less than 20% of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in the
equity of such shareholders.

     As part of the Company's investigation, officers and directors of
the Company may personally meet with management and key personnel, may
visit and inspect material facilities, obtain analysis of verification
of certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the
extent of the Company's limited financial resources and management
expertise. The manner in which the Company participates in an
opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength
of the Company and such other management.

     With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of the
Company which the target company shareholders would acquire in exchange
for all of their shareholdings in the target company.  Depending upon,
among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in the Company following any
merger or acquisition.  The percentage ownership may be subject to
significant reduction in the event the Company acquires a target
company with substantial assets.  Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's then shareholders.

     The Company will participate in a business opportunity only after
the negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted, generally
such agreements will require some specific representations and
warranties by all of the parties thereto, will specify certain events
of default, will detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such
closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth
remedies on default and will include miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge with
any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction.  The Company is subject to all of the reporting
requirements included in the 1934 Act. Included in these requirements
is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable).

     The Company does not intend to provide the Company's security
holders with any complete disclosure documents, including audited
financial statements, concerning an acquisition or merger candidate and
its business prior to the consummation of any acquisition or merger
transaction.

COMPETITION

     The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.  There
are many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than the Company.  In view of the Company's combined
extremely limited financial resources and limited management
availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

IITEM 2. DESCRIPTION OF PROPERTY.

     The Company has no properties and has no agreements to acquire any
properties. The Company currently uses the office space of Rhynes Tax
Service at no cost.

ITEM 3. LEGAL PROCEEDINGS.

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted during the calendar year covered by this
report to a vote of security holders.

                                PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Market Information.

     There is not market for the Company's securities.

(b)  Holders.

     As of July 30, 2004, there were approximately 60 holder of the
Company's Common Stock.

(c)  Dividends.

     The Company has never paid a cash dividend on its Common Stock and
has no present intention to declare or pay cash dividends on the Common
Stock in the foreseeable future.  The Company intends to retain any
earnings which it may realize in the foreseeable future to finance its
operations.  Future dividends, if any, will depend on earnings,
financing requirements and other factors.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
        PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and the
Notes thereto appearing elsewhere herein.

     The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards.  There have been no
operations since incorporation.

Liquidity and Capital Resources.

     The Company has 4,630,000 shares of its Common Stock outstanding.
The Company has no operating history and no material assets.  The
Company has $-0- in cash as of July 30, 2004.

ITEM 7.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                                              Page
<S>                                                           <C>
     Report of Independent Auditors                           F-1
     Balance Sheet                                            F-2
     Statements of Operations					 F-3
     Statement of Changes in Stockholders' Equity		 F-4
     Statements of Cash Flows for the Years ended		 F-5
     Notes to Financial Statements                            F-6-7
</TABLE>

					F-1

                         REPORT OF INDEPENDENT AUDITORS

	CHOI, DOW, IAN, HONG & LEE, CPA's
JUNG GIL CHOI	A PROFESSIONAL CORPORATION
ERNEST E. DOW	3435 WILSHIRE BLVD., SUITE 1700
DANIEL S. IAN	LOS ANGELES, CALIFORNIA 90010
SUNG HA HONG	TELEPHONE: (213) 365-1700
PAUL YUH P. LEE	FAX: (213) 365-1726




To the Board of Directors
Valcapx Acquisition Corporation
1522 W. Manchester Ave.
Los Angeles, CA 90047-5424


We have audited the accompanying balance sheet of Valcapx Acquisition
Corporation (a development stage company) as of June 30, 2004, 2003, and
2002 and the related statement of operations, stockholders' equity, and
cash flows for each of the three years in the period ended June 30,
2004, and for the period from June 18, 2001(date of inception) through
June 30, 2004.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, based on our audits, such financial statements present
fairly, in all material respects, the financial position of the Company
as of June 30, 2004, 2003, and 2002, and the result of its operations,
and its cash flows for each of the three years in the period ended June
30, 2004, and for the period from June 18, 2001 to June 30, 2004 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the accompanying financial statements, the Company has no established
source of revenue, which raises substantial doubt about its ability to
continue as a going concern.  Management's plan in regard to these
matters is also discussed in Note 1. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


/s/ Choi, Dow, Ian, Hong & Lee, CPA's
Choi, Dow, Ian, Hong & Lee, CPA's
Certified Public Accountants

Los Angeles, California
December 2, 2004

                                     F-2
<PAGE>

                           VALCAPX Acquisition Corp.
                        (A Development Stage Company)
                                Balance Sheet
                        As Of June 30, 2004,2003,2002
                                 (Unaudited)
<TABLE>
<CAPTION>

						2004		2003		2002
Assets

<S>                                           <C>            <C>		<C>
Current assets:
     Cash			          	$   - 		$   -		$   -
						--------	---------	---------
	Total current assets   		$   -		$   -		$   -
						========	=========	==========


Liabilities and Stockholders' Equity

    Liability:
            Loan from shareholder            $    700		$    700	$    700
<PAGE>
Stockholders' equity:

Common stock, $.0001 par value,
   25,000,000 shares authorized,
   4,630,000 shares issued and                    463		     463	     463
   outstanding, respectively
   Deficit accumulated during 		         (1,163)         (1,163)      (1,163)
Development stage                   		---------	---------	-------
     Total liabilities and stockholders' equity $   -        $      -	$    -
                                              ========       =========	========
</TABLE>





          Read the accompanying notes to the financial statements.

                                     F-3




                         VALCAPX Acquisition Corp.
                       (A Development Stage Company)
                         Statements of Operations
             For the Years Ended June 30, 2004,2003,2002
      the Period From Inception (June 18,2002) to June 30, 2004
                               (Unaudited)
<TABLE>
<CAPTION>
<S>
							      Inception to
                                 <C>        <C>      <C>   June30, 2004
                                2004	     2003	2002

Revenue                         $  -       $   -    	$ -

Expenses

	Amortization		     -          -        -	    8
	Legal Fees					455	  455
	Professional Fees				700	  700

Total Expenses			     - 		-      1,155    1,163
				---------    ------   -------  ----------
Net Loss			     -         -     (1,155)  (1,163)

Deficit accumulated during
The development stage,beginning  (1,163)     (1,163)    (8)       -

Deficit accumulated during
The development stage,ending	$ (1,163)    $(1,163) $(1,163) $(1,163)
				========     ======== ======== ========
Per Share Information

Weighted average numbers of
Common shares outstanding     4,630,000    4,630,000 4,630,000

(Loss) per share	 	$   -       $    -     $   -
				========    ========   =========

</TABLE>



            Read the accompanying notes to the financial statements.

                                     F-4



                         VALCAPX Acquisition Corp.
                       (A Development Stage Company)
                 Statement of Changes in Stockholders' Equity
           For the Years Ended June 30,2004,2003, AND 2002, AND
       The period From June 18,2001(Date of Inception) to June 30,2004
                                (Unaudited)
<TABLE>
<CAPTION>
<S>                <C>         <C>             <C>            <C>
<C>
	Common Stock
     -----------------
		    Number of			Accumulated   Stockholders
		     Shares	Amount		Deficit		Equity
		   ---------	--------	----------	----------
Inception (June 18,2001)    -        $      -            $         -        $       -
Issuance of common stock 4,630,000         463                     -               463
Net Loss                                    -                     (8)               (8)

Balance at June 30,2001  4,630,000         463                    (8)             (455)
Net Loss                                    -                 (1,155)           (1,155)

Balance at June 30,2002  4,630,000	     463                (1,163)             (700)
Net Loss				      -			-	        -

Balance at June 30,2003  4,630,000	     463                (1,163)             (700)
Net Loss                                    -                      -                 -

Balance at June 30,2004  4,630,000   $     463          $     (1,163)        $    (700)
		      =========	==========          ============        ===========

</TABLE>



          Read the accompanying notes to the financial statements.

                                     F-5


                           VALCAPX Acquisition Corp.
                         (A Development Stage Company)
                           Statements of Cash Flows
               For the Years Ended December 30, 2004,2003,AND 2002,AND
       the period From June 18,2001 (Date of Inception) To June 30,2004
                               (Unaudited)
<TABLE>
<CAPTION>
<S>                    <C>            <C>           <C>      Inception
								To June 30
                        Years Ended June 30
                    ---------------------------------------------------
                         2004           2003            2002
                        ------         ------          ------

Cash flows from
Operating activities:

   Net income(loss)      $   -            $    -            $(1,155)  $(1,163)
   Adjustment to
   Reconcile net income
   To net cash provided by
   Operating activities:
      Amortization expense   -                 -                -           8
      Legal fees             -                 -                455       455
                         ---------        ---------       --------    -------

   Net cash flow from operating               -               (700)      (700)
   Activities

Cash flows from investing
activities:
      Organization Cost      -                -                 -        (463)
   Net cash flow from investing
   Activities                -                -                 -        (463)

Cash flows from financing activities:
   Cash provided by shareholders              -                 -         463
   Cash paid for expenses by a
   Shareholder               -                -                700        700
                         ---------         ---------         -------   --------
   Net cash flow from financing
   Activities                -                -                700       1,163
                         ---------         ---------         -------   --------
Net change in cash and
cash equivalent              -                -                 -          -

Cash and cash equivalents
at beginning                 -                -                 -          -
                         --------          ----------        --------  --------

Cash and cash equivalents
at ending               $    -                -                 -          -
                        =========          ===========       ========  ========

Supplemental Information:
During the period from June 18,2001 to June,2004 the Company paid no cash for
interest or income taxes.




</TABLE>



          Read the accompanying notes to the financial statements.

                                     F-6


                            VALCAPX Acquisition Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
      For the years ended June 30,2004,2003,and 2002 and the cumulative
period From June 18,2001 (date of incorporation) to June 30,2004
                                 (Unaudited)
NOTE 1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

A.	ORGANIZATION

Valcapx Acquisition Corporation (the "Company") is currently a
development stage company under the provisions of the Financial
accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") NO.7. The Company was incorporated
under the laws of the state of Nevada on June 18, 2001. The
Company had no significant business activity to date.

B.	BASIS OF PRESENTATION

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the company as a going concern.
However, the Company has not established a source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of
liabilities that might be necessary should the company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company. In the interim, management is committed to meeting the
Company's minimal operating expenses.

C.	USE OF ESTIMATES

The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the
amount reported in the financial statements and accompanying
notes. Actual result could differ from those estimates.

D.	CASH AND CASH EQUIVALENTS

Cash and cash equivalents consists of cash and other highly liquid
debt instruments with an original maturity of less than three
months.

E.	NET LOSS PER SHARE

Net loss per share is computed by dividing the net loss for the
period by the weighted average number of common shares outstanding
during each period presented in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share"(SFAS
128).

F.	COMPREHENSIVE INCOME


                            VALCAPX Acquisition Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
      For the years ended June 30,2004,2003,and 2002 and the cumulative
period From June 18,2001 (date of incorporation) to June 30,2004
                                   (Continued)
                                   (Unaudited)

NOTE 1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)


SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive income
and its components in the financial statements. The Company had no
items of other comprehensive income and therefore has not
presented a statement of comprehensive income.

G.	ORGANIZATION COST

Costs to incorporate the Company were originally capitalized to be
amortized over a sixty -month period. With the adoption of SOP 98-
5, the unamortized portion of these costs was written off to
expense during the year ended June 30, 2002.


NOTE 3. CASH

The Company has no bank accounts at this time.


NOTE 3. STOCKHOLDERS' EQUITY

Total number of shares authorized at the inception is 25,000,000 shares.
In June 2001, the Company issued 4,630,000 shares of stock with $.0001
par value in exchange for the organization costs paid by the
shareholders.


NOTE 4. RELATED PARTY TRANSACITON

An individual, a majority shareholder of the Company, is owed for
expenses incurred on behalf of the Company during the period in the
amount of $700.






                               PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

     The following table sets forth certain information concerning each
of the Company's directors and executive officers:

<TABLE>
<CAPTION>
     <S>            <C>       <C>
     Name           Age       Position
     Mark H. Rhynes     41    Chairman of the Board, President, Chief
                              Executive Officer, and Treasurer

</TABLE>

     As of June 30, 2004, there were no agreements or understandings
for the officer or director to resign at the request of another person.

     Mark Rhynes has served as President, Chief Executive Officer,
Treasurer and a Director of the Company since June 18, 2001. Mr. Rhynes
is President and Director and may hold or held other positions with
other companies.

Mr. Rhynes is the President and CEO and Chairman of Globalex Microcap
Fund Inc. since its inception.  Mr. Rhynes is President of VCAX capital
Corporation, he has held this position since June 2001.  Mr. Rhynes was
president and CEO of Globalsoft Acquisitions Group from February 2001 to
August 2001. Mr Rhynes has over 10 years of professional experience in
the securities industry and is currently President, CEO and compliance
officer of Herman, Alexis & Co., Inc., a registered NASD member
brokerage firm. Mr. Rhynes has held these positions with Herman,Alexis &
Co., Inc since 1998. From August 1990 to August 1992, Mr. Rhynes held an
entertainment accounting position with MGM/UA studios in Culver City
California. From August 1992 to October 1993, Mr. Rhynes was a self
employed music production manager with Illustrious Management. From
October 1993 to May 1998, Mr. Rhynes was employed as a Registered
Representative with various NASD securities firms. Mr. Rhynes is an
interviewer and tax preparer for Rhynes Tax Service, a tax filing
service center, since January 1983. Mr. Rhynes is a Director of Toffee
Sensations Inc., a candy company, since August 2001 Mr. Rhynes received
a Bachelor of Arts Degree in Economics from the University of California
at Irvine in 1990.
CONFLICTS OF INTEREST

     Members of the Company's management is associated with other firms
involved in a range of business activities. Consequently, there are
potential inherent conflicts of interest in Mark Rhynes acting as
officer and director of the Company.  Insofar as the officer and
director is engaged in other business activities, management anticipates
it will devote only a minor amount of time to the Company's affairs.

     The officer and director of the Company is and may in the future
become shareholder, officer or director of other companies which may be
formed for the purpose of engaging in business activities similar to
those conducted by the Company.  Accordingly, additional direct
conflicts of interest may arise in the future with respect to such
individual acting on behalf of the Company or other entities.  Moreover,
additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individual in the
performance of his duties or otherwise.  The Company does not currently
have a right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate to the
Company's proposed business operations.


     Mark Rhynes, President of the Company may be compensated in form
of shares of common stock of the Company upon completion of an
acquisition or merger. It is possible that such compensation may become
a factor in negotiations and present conflict of interest. Mark Rhynes
will use his best efforts to resolve equitably any conflicts that might
result during negotiations for an acquisition or merger.

     There are no agreements or understandings for Mark Rhynes to
resign at the request of another person and that Mark Rhynes is not
acting on behalf of or will act at the direction of any other person
except at the time of the merger or acquisition and at the request of
the controlling persons of the acquisition or merger candidate. The
Company expects that the controlling persons of the acquisition or
merger candidate will ask all of the current Officers and Directors to
resign at the time of the acquisition or merger because they will
become controlling persons of the Company.


INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Nevada,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in its
discretion, shall have the power on behalf of the Company to indemnify
any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was
an employee of the Company.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.


ITEM 10. EXECUTIVE COMPENSATION.

     None of the Company's current officers or directors receive any
compensation for their respective services rendered unto the Company,
nor have they received such compensation in the past.  They all have
agreed to act without compensation until authorized by the Board of
Directors, which is not expected to occur until the Company has
generated revenues from operations after consummation of a merger or
acquisition.  The Company currently has no funds available to pay
officer or directors. Further, none of the officer or directors are
accruing any compensation pursuant to any agreement with the Company.

     It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may
desire to employ or retain one or a number of members of the Company's
management for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to such persons.

     It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company.  In the
event the Company consummates a transaction with any entity referred by
associates of management, it is possible that such an associate will be
compensated for their referral in the form of a finder's fee.  It is
anticipated that this fee will be either in the form of restricted
common stock issued by the Company as part of the terms of the proposed
transaction, or will be in the form of cash consideration. The amount
of such finder's fee cannot be determined as of the date of this
statement, but is expected to be comparable to consideration normally
paid in like transactions.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

PRINCIPLE STOCKHOLDERS

     The following table sets forth certain information as of June 30,
2004 regarding the beneficial ownership of the Company's Common Stock
by (i) each stockholder known by the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (ii) by each Director
and executive officer of the Company and (iii) by all executive officer
and Directors of the Company as a group. Each of the persons named in
the table has sole voting and investment power with respect to Common
Stock beneficially owned.
<TABLE>

<CAPTION>

                                      Number of              Percentage
of
Name and Address                      Shares Owned           Shares
owned
---------------------------------     ------------------     ----------
<S>                                     <C>                     <C>

VACX Capital Corporation (1)            4,560,000              98.5%
633 West 5th Street Floor 28
Los Angeles, CA  90071

Mark H. Rhynes (2)                      4,560,000              98.5%
1522 W. Manchester Ave.
Los Angeles, CA  90047

All Executive Officers and
Directors as a Group (1 Person)         4,560,000              98.5%


</TABLE>
      (1)  Mr. Rhynes is the controlling shareholder and sole
director and officer of VACX Capital Corporation.  VACX Capital
Corporation serves as a marketing and consulting firm. VACX Capital
Corporation has agreed to provide certain assistance to the Company in
locating potential target companies, and to pay all costs of the
Company until a business combination, without reimbursement

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item
404 of Regulation S-B.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

		(a)  Exhibits.

(3.1)       Articles of Incorporation as filed with the Form
            10-SB Registration Statement on June 18, 2001.

(3.2)       Bylaws of the Company as filed with the Form
            10-SB Registration Statement on June 18, 2001.

(b)	Reports on Form 8-K.

Exhibit 3.1

ARTICLES OF INCORPORATION

OF
VALCAPX ACQUISTION CORPORATION


FIRST:	The name of this corporation is:

VALCAPX ACQUISITION CORPORATION


SECOND:   The address of the corporation's  initial resident agent
is located at 502 East John Street, Carson City, Nevada, 89706.  The
name of its resident agent is CSC Services of Nevada, Inc.  at the
above address.



THIRD:  The nature of the business or objectives or purposes
proposed may be organized under the General Corporation Law of
the State of Nevada.

FOURTH:  The total authorized capital stock of the corporation is
25,000,000 shares with a par value of $0.0001 each.

FIFTH:  The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided in the by-
laws of this corporation, provided that the number of directors
shall not be reduced less than on unless there is less than one
stockholder.

The name and post office address of the first board of directors, which
shall be two in number, is as follows:

NAME				POST OFFICE ADDRESS

Mark Herman Rhynes	     1522 West Manchester Avenue
				Los Angeles, CA  90047


SIXTH:  The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to
assessment to pay the debts or the corporation.

SEVENTH:  The name and post office address of the incorporator
signing the articles of incorporation is as follows:

NAME				POST OFFICE ADDRESS

B. Gould			502 East John Street

Carson City, NV  89706

EIGHTH:  The corporation is to have perpetual existence.

NINTH:  In furtherance  and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized,
subject to the by-laws, if any, adopted by the shareholders, to make,
alter or amend the by-laws of the corporation.

TENTH:   Meetings of stockholders may be held outside of the State
of Nevada at such place or places as may be designated from time to
time by the board of directors or in the by-laws of the corporation.

ELEVENTH:  This corporation reserves the right to amend, alter,
change of repeal any provisions contained in the articles of
incorporation, in the manner now or hereafter prescribed, and
all rights conferred upon stockholders herein are granted subject to
this reservation.

I, THE UNDERSIGNED, being the sole incorporator herein before named for
the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, do make and file these articles
of incorporation, hereby declaring and certifying that

the facts herein stated are true, and accordingly have hereunto set my
hand this eighteenth day of June, A.D. 2001.

/s/ B. Gould
---------------
Incorporator




CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
OF
VALCAPX ACQUISITION CORPORATION

I, B. Gould, Authorized Representative, on behalf of CSC Services of
Nevada, Inc.  hereby accepts appointment as Resident Agent of the
above-named corporation.


/s/ B. Gould
-------------------------				June 18, 2001
Authorized Representative


EXHIBIT 3.2


                    VALCAPX ACQUISITION CORPORATION

                               BY-LAWS

                              ARTICLE I

                           The Stockholders

 	SECTION 1.1.  ANNUAL MEETING.  The annual meeting of the
stockholders of ValCapX Acquisition Corporation (the "Corporation")
shall be held on the First Thursday in February of each year at 10:30
a.m. local time, or at such other date or time as shall be
designated from time to time by the Board of Directors and stated in
the notice of the meeting, for the election of directors and for the
transaction of such other business as may come before the meeting.

 	SECTION 1.2.  SPECIAL MEETINGS.  A special meeting of the
stockholders may be called at any time by the written resolution or
request of two-thirds or more of the members of the Board of
Directors, the president, or any executive vice president and shall
be called upon the written request of the holders of two-thirds or
more in amount, of each class or series of the capital stock of the
Corporation entitled to vote at such meeting on the matters(s) that
are the subject of the proposed meeting, such written request in

each case to specify the purpose or purposes for which such meeting
shall be called, and with respect to stockholder proposals, shall
further comply with the requirements of this Article.

 	SECTION 1.3.  NOTICE OF MEETINGS.  Written notice of each
meeting of stockholders, whether annual or special, stating the date,
hour and place where it is to be held, shall be served either
personally or by mail, not less than fifteen nor more than sixty days
before the meeting, upon each stockholder of record entitled to vote at
such meeting, and to any other stockholder to whom the giving of
notice may be required by law.  Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called
and shall indicate that it is being issued by, or at the direction
of, the person or persons calling the meeting.  If, at any meeting,
action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice of such
meeting shall include a statement of that purpose and to that
effect.  If mailed, notice shall be deemed to be delivered when
deposited in the United States mail or with any private express mail
service, postage or delivery fee prepaid, and shall be directed to
each such stockholder at his address, as it appears on the records
of the stockholders of the Corporation, unless he shall have
previously filed with the secretary of the Corporation a written
request that notices intended for him be mailed to some other
address, in which case, it shall be mailed to the address designated
in such request.

 	SECTION 1.4.  FIXING DATE OF RECORD.  (a) In order that the
Corporation may determine the stockholders entitled to notice of or

to vote at any meeting of stockholders, or any adjournment thereof,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the
date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to
notice of, or to vote at, a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.  A
determination of stockholders of record entitled to notice of, or to
vote at, a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.

       (b)  In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting (to the extent that such action by written consent
is permitted by law, the Articles of Incorporation or these
By-Laws), the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of

Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by law, shall be
the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in its state of incorporation,
its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  Delivery made to the
Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has
been fixed by the Board of Directors and prior action by the Board
of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior
action.

       (c)  In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled
to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than
sixty days prior to such action.  If no record date is fixed, the

record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

 	SECTION 1.5.  INSPECTORS.  At each meeting of the stockholders,
the polls shall be opened and closed and the proxies and ballots shall
be received and be taken in charge.  All questions touching on the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes, shall be decided by one or more
inspectors.  Such inspectors shall be appointed by the Board of
Directors before or at the meeting, or, if no such appointment shall
have been made, then by the presiding officer at the meeting.  If
for any reason any of the inspectors previously appointed shall fail
to attend or refuse or be unable to serve, inspectors in place of
any so failing to attend or refusing or unable to serve shall be
appointed in like manner.

 	SECTION 1.6.  QUORUM.  At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders
for all purposes, unless the representation of a larger number shall
be required by law, and, in that case, the representation of the
number so required shall constitute a quorum.

If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and
place fixed in accordance with these By-Laws for an annual or
special meeting, a majority in interest of the stockholders present

in person or by proxy may adjourn, from time to time, without notice
other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend.  At
any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting as originally notified.

 	SECTION 1.7.  BUSINESS.  The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an
executive vice president, in the order named, shall call meetings of
the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of Directors or executive
committee may appoint any stockholder to act as chairman of any
meeting in the absence of the chairman of the Board.  The secretary
of the Corporation shall act as secretary at all meetings of the
stockholders, but in the absence of the secretary at any meeting of
the stockholders, the presiding officer may appoint any person to
act as secretary of the meeting.

 	SECTION 1.8.  STOCKHOLDER PROPOSALS.  No proposal by a
stockholder shall be presented for vote at a special or annual meeting
of stockholders unless such stockholder shall, not later than the close
of business on the fifth day following the date on which notice of
the meeting is first given to stockholders, provide the Board of
Directors or the secretary of the Corporation with written notice of
intention to present a proposal for action at the forthcoming
meeting of stockholders, which notice shall include the name and
address of such stockholder, the number of voting securities that he
holds of record and that he holds beneficially, the text of the
proposal to be presented to the meeting and a statement in support
of the proposal.

Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual meeting or
special meeting of stockholders and the same may be discussed and
considered, but unless stated in writing and filed with the Board of
Directors or the secretary prior to the date set forth herein above,
such proposal shall be laid over for action at an adjourned,
special, or annual meeting of the stockholders taking place sixty
days or more thereafter.  This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of
reports of officers, directors, and committees, but in connection
with such reports, no new business proposed by a stockholder, shall be
acted upon at such annual meeting unless stated and filed as herein
provided.

Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any
such proposal to stockholders at a special or annual meeting of
stockholders if the Board of Directors reasonably believes the
proponents thereof have not complied with Sections 13 or 14 of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder; nor shall the Corporation be required to
include any stockholder proposal not required to be included in its

proxy materials to stockholders in accordance with any such section,
rule or regulation.

 	SECTION 1.9.  PROXIES.  At all meetings of stockholders, a
stockholder entitled to vote may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact.  Such proxy shall be filed with the secretary
before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.

       SECTION 1.10.  VOTING BY BALLOT.  The votes for directors,
and upon the demand of any stockholder or when required by law, the
votes upon any question before the meeting, shall be by ballot.

	SECTION 1.11.  VOTING LISTS.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares of stock registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary

business hours for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is
to be held.  The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.

 	SECTION 1.12.  PLACE OF MEETING.  The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or any
special meeting called by the Board of Directors.  If no designation
is made or if a special meeting is otherwise called, the place of
meeting shall be the principal office of the Corporation.

	SECTION 1.13.  VOTING OF STOCK OF CERTAIN HOLDERS.  Shares of
capital stock of the Corporation standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or
in the absence of such provision, as the board of directors of such
corporation may determine.

Shares of capital stock of the Corporation standing in the name of
a deceased person, a minor ward or an incompetent person may be
voted by his administrator, executor, court-appointed guardian or
conservator, either in person or by proxy, without a transfer of
such stock into the name of such administrator, executor,
court-appointed guardian or conservator.  Shares of capital stock of
the Corporation standing in the name of a trustee may be voted by
him, either in person or by proxy.

Shares of capital stock of the Corporation standing in the name of
a receiver may be voted, either in person or by proxy, by such
receiver, and stock held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into his name
if authority to do so is contained in any appropriate order of the
court by which such receiver was appointed.

A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been
transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote, either in person or by proxy, the stock
so transferred.

Shares of its own capital stock belonging to this Corporation shall
not be voted, directly or indirectly, at any meeting and shall not
be counted in determining the total number of outstanding stock at
any given time, but shares of its own stock held by it in a
fiduciary capacity may be voted and shall be counted in determining
the total number of outstanding stock at any given time.

                              ARTICLE II

			Board of Directors

	SECTION 2.1.  GENERAL POWERS.  The business, affairs, and the
property of the Corporation shall be managed and controlled by the
Board of Directors (the "Board"), and, except as otherwise expressly
provided by law, the Articles of Incorporation or these By-Laws,
all of the powers of the Corporation shall be vested in the Board.

       SECTION 2.2.  NUMBER OF DIRECTORS.  The number of directors
which shall constitute the whole Board shall be not fewer than one
nor more than five.  Within the limits above specified, the number
of directors shall be determined by the Board of Directors pursuant
to a resolution adopted by a majority of the directors then in
office.

       SECTION 2.3.  ELECTION, TERM AND REMOVAL.  Directors shall be
elected at the annual meeting of stockholders to succeed those
directors whose terms have expired.  Each director shall hold office
for the term for which elected and until his or her successor shall
be elected and qualified. Directors need not be stockholders.  A
director may be removed from office at a meeting expressly called
for that purpose by the vote of not less than a majority of the
outstanding capital stock entitled to vote at an election of directors.

 	SECTION 2.4.  VACANCIES.  Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of
the remaining directors then in office, though less than a quorum;
except that vacancies resulting from removal from office by a vote
of the stockholders may be filled by the stockholders at the same
meeting at which such removal occurs provided that the holders of
not less than a majority of the outstanding capital stock of the
Corporation (assessed upon the basis of votes and not on the basis
of number of shares) entitled to vote for the election of directors,

voting together as a single class, shall vote for each replacement
director.  All directors elected to fill vacancies shall hold office
for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor.
No decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.

       SECTION 2.5.  RESIGNATIONS.  Any director of the Corporation
may resign at any time by giving written notice to the president or
to the secretary of the Corporation.  The resignation of any
director shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

 	SECTION 2.6.  PLACE OF MEETINGS, ETC.  The Board of Directors
may hold its meetings, and may have an office and keep the books of the
Corporation (except as otherwise may be provided for by law), in
such place or places in or outside the state of incorporation as the
Board from time to time may determine.

 	SECTION 2.7.  REGULAR MEETINGS.  Regular meetings of the Board
of Directors shall be held as soon as practicable after adjournment of
the annual meeting of stockholders at such time and place as the
Board of Directors may fix.  No notice shall be required for any
such regular meeting of the Board.

 	SECTION 2.8.  SPECIAL MEETINGS.  Special meetings of the Board
of Directors shall be held at places and times fixed by resolution of
the Board of Directors, or upon call of the chairman of the Board,
if any, or vice-chairman of the Board, if any, the president, an
executive vice president or two-thirds of the directors then in office.

The secretary or officer performing the secretary's duties shall
give not less than twenty-four hours' notice by letter, telegraph or
telephone (or in person) of all special meetings of the Board of
Directors, provided that notice need not given of the annual meeting
or of regular meetings held at times and places fixed by resolution
of the Board.  Meetings may be held at any time without notice if
all of the directors are present, or if those not present waive
notice in writing either before or after the meeting.  The notice of
meetings of the Board need not state the purpose of the meeting.

 	SECTION 2.9.  PARTICIPATION BY CONFERENCE TELEPHONE.  Members of
the Board of Directors of the Corporation, or any committee thereof,
may participate in a regular or special or any other meeting of the
Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.

       SECTION 2.10.  ACTION BY WRITTEN CONSENT.  Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if prior or subsequent to such action all the members of the
Board or such committee, as the case may be, consent thereto in

writing, and the writing or writings are filed with the minutes of
the proceedings of the Board or committee.

       SECTION 2.11.  QUORUM.  A majority of the total number of
directors then in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there be
less than a quorum present, a majority of those present may adjourn
the meeting from time to time.

 	SECTION 2.12.  BUSINESS.  Business shall be transacted at
meetings of the Board of Directors in such order as the Board may
determine. At all meetings of the Board of Directors, the chairman of
the Board, if any, the president, or in his absence the vice-chairman,
if any, or an executive vice president, in the order named, shall
preside.

 	SECTION 2.13.  INTEREST OF DIRECTORS IN CONTRACTS.  (a)  No
contract or transaction between the Corporation and one or more of

its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in
which one or more of the Corporation's directors or officers, are
directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board
or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

       (1)    The material facts as to his relationship or interest
              and as to the contract or transaction are disclosed or
              are known to the Board of Directors or the committee,
              and the Board or committee in good faith authorizes
              the contract or transaction by the affirmative votes
              of a majority of the disinterested directors, even
              though the disinterested directors be less than a
              quorum; or

       (2)    The material facts as to his relationship or interest
              and as to the contract or transaction are disclosed or
              are known to the stockholders entitled to vote
              thereon, and the contract or transaction is
              specifically approved in good faith by vote of the
              stockholders; or

       (3)    The contract or transaction is fair as to the
              Corporation as of the time it is authorized, approved
              or ratified, by the Board of Directors, a committee of
              the Board of Directors or the stockholders.

       (b)    Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

 SECTION 2.14.  COMPENSATION OF DIRECTORS.  Each director of the
Corporation who is not a salaried officer or employee of the
Corporation, or of a subsidiary of the Corporation, shall receive

such allowances for serving as a director and such fees for
attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the Board
may from time to time determine.

       SECTION 2.15.  LOANS TO OFFICERS OR EMPLOYEES.  The Board of
Directors may lend money to, guarantee any obligation of, or
otherwise assist, any officer or other employee of the Corporation
or of any subsidiary, whether or not such officer or employee is
also a director of the Corporation, whenever, in the judgment of the
directors, such loan, guarantee, or assistance may reasonably be
expected to benefit the Corporation; provided, however, that any
such loan, guarantee, or other assistance given to an officer or
employee who is also a director of the Corporation must be
authorized by a majority of the entire Board of Directors.  Any such
loan, guarantee, or other assistance may be made with or without

interest and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, but not limited to, a pledge
of shares of the Corporation, and may be made upon such other terms
and conditions as the Board of Directors may determine.

 	SECTION 2.16.  NOMINATION.  Subject to the rights of holders of
any class or series of stock having a preference over the common stock
as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or by any
stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either
by personal delivery or by United States mail, postage prepaid, to
the secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders, the
close of business on the last day of the eighth month after the
immediately preceding annual meeting of stockholders, and (ii) with
respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on
the fifth day following the date on which notice of such meeting is
first given to stockholders.  Each such notice shall set forth: (a)
the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each
nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Directors,
and; (e) the consent of each nominee to serve as a director of the
Corporation if so elected.  The presiding officer at the meeting may

refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

                             ARTICLE III

                              Committees

       SECTION 3.1.  COMMITTEES.  The Board of Directors, by
resolution adopted by a majority of the number of directors then
fixed by these By-Laws or resolution thereto, may establish such
standing or special committees of the Board as it may deem
advisable, and the members, terms, and authority of such committees
shall be set forth in the resolutions establishing such committee.


	SECTION 3.2.  EXECUTIVE COMMITTEE NUMBER AND TERM OF OFFICE.
The Board of Directors may, at any meeting, by majority vote of the
Board of Directors, elect from the directors an executive committee.
The executive committee shall consist of such number of members as
may be fixed from time to time by resolution of the Board of
Directors.  The Board of Directors may designate a chairman of the
committee who shall preside at all meetings thereof, and the
committee shall designate a member thereof to preside in the absence
of the chairman.

 	SECTION 3.3.  EXECUTIVE COMMITTEE POWERS.  The executive
committee may, while the Board of Directors is not in session, exercise
all or any of the powers of the Board of Directors in all cases in
which
specific directions shall not have been given by the Board of
Directors; except that the executive committee shall not have the
power or authority of the Board of Directors to (i) amend the
Articles of Incorporation or the By-Laws of the Corporation, (ii)
fill vacancies on the Board of Directors, (iii) adopt an agreement
or certification of ownership, merger or consolidation, (iv)
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, or a
dissolution of the Corporation or a revocation of a dissolution, (v)
declare a dividend, or (vi) authorize the issuance of stock.

 	SECTION 3.4.  EXECUTIVE COMMITTEE MEETINGS.  Regular and special
meetings of the executive committee may be called and held subject
to the same requirements with respect to time, place and notice as
are specified in these By-Laws for regular and special meetings of
the Board of Directors.  Special meetings of the executive committee
may be called by any member thereof.  Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a
special or regular meeting of the executive meeting if a quorum is
present.  At any meeting at which every member of the executive
committee shall be present, in person or by telephone, even though
without any notice, any business may be transacted.  All action by
the executive committee shall be reported to the Board of Directors
at its meeting next succeeding such action.

 The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of
the Board of Directors, but in every case the presence of a majority

of the total number of members of the executive committee shall be
necessary to constitute a quorum.  In every case, the affirmative
vote of a quorum shall be necessary for the adoption of any resolution.

 	SECTION 3.5. EXECUTIVE COMMITTEE VACANCIES.  The Board of
Directors, by majority vote of the Board of Directors then in
office, shall fill vacancies in the executive committee by election
from the directors.


                              ARTICLE IV



	                The Officers

 	SECTION 4.1.  NUMBER AND TERM OF OFFICE.  The officers of the
Corporation shall consist of, as the Board of Directors may
determine and appoint from time to time, a chief executive officer,
a president, one or more executive vice-presidents, a secretary, a
treasurer, a controller, and/or such other officers as may from time
to time be elected or appointed by the Board of Directors, including
such additional vice-presidents with such designations, if any, as
may be determined by the Board of Directors and such assistant
secretaries and assistant treasurers.  In addition, the Board of
Directors may elect a chairman of the Board and may also elect a
vice-chairman as officers of the Corporation.  Any two or more
offices may be held by the same person.  In its discretion, the
Board of Directors may leave unfilled any office except as may be
required by law.

 The officers of the Corporation shall be elected or appointed from
time to time by the Board of Directors.  Each officer shall hold
office until his successor shall have been duly elected or appointed
or until his death or until he shall resign or shall have been
removed by the Board of Directors.

Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation,
unless the contrary is expressly consented to by the Board of
Directors or the executive committee.

 	SECTION 4.2.  REMOVAL.  Any officer may be removed by the Board
of Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.

 	SECTION 4.3.  THE CHAIRMAN OF THE BOARD.  The chairman of the
Board, if any, shall preside at all meetings of stockholders and of
the Board of Directors and shall have such other authority and
perform such other duties as are prescribed by law, by these By-Laws
and by the Board of Directors.  The Board of Directors may designate
the chairman of the Board as chief executive officer, in which case
he shall have such authority and perform such duties as are
prescribed by these By-Laws and the Board of Directors for the chief
executive officer.

	SECTION 4.4.  THE VICE-CHAIRMAN.  The vice-chairman, if any,
shall have such authority and perform such other duties as are
prescribed by these By-Laws and by the Board of Directors.  In the
absence or inability to act of the chairman of the Board and the
president, he shall preside at the meetings of the stockholders and of
the Board of Directors and shall have and exercise all of the powers
and duties of the chairman of the Board.  The Board of Directors may
designate the vice-chairman as chief executive officer, in which
case he shall have such authority and perform such duties as are
prescribed by these By-Laws and the Board of Directors for the chief
executive officer.


 	SECTION 4.5.  THE PRESIDENT.  The president shall have such
authority and perform such duties as are prescribed by law, by these
By-Laws, by the Board of Directors and by the chief executive
officer (if the president is not the chief executive officer).  The
president, if there is no chairman of the Board, or in the absence
or the inability to act of the chairman of the Board, shall preside
at all meetings of stockholders and of the Board of Directors.
Unless the Board of Directors designates the chairman of the Board
or the vice-chairman as chief executive officer, the president shall
be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.

 	SECTION 4.6.  THE CHIEF EXECUTIVE OFFICER.  Unless the Board of
Directors designates the chairman of the Board or the vice-chairman
as chief executive officer, the president shall be the chief
executive officer.  The chief executive officer of the Corporation
shall have, subject to the supervision and direction of the Board of
Directors, general supervision of the business, property and affairs
of the Corporation, including the power to appoint and discharge
agents and employees, and the powers vested in him by the Board of
Directors, by law or by these By-Laws or which usually attach or
pertain to such office.

 SECTION 4.7.  THE EXECUTIVE VICE-PRESIDENTS.  In the absence of the
chairman of the Board, if any, the president and the vice-chairman,
if any, or in the event of their inability or refusal to act, the
executive vice-president (or in the event there is more than one
executive vice-president, the executive vice-presidents in the order
designated, or in the absence of any designation, then in the order
of their election) shall perform the duties of the chairman of the
Board, of the president and of the vice-chairman, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the chairman of the Board, the president and the
vice-chairman.  Any executive vice-president may sign, with the
secretary or an authorized assistant secretary, Articles for
stock of the Corporation and shall perform such other duties as from
time to time may be assigned to him by the chairman of the Board,
the president, the vice-chairman, the Board of Directors or these
By-Laws.

 SECTION 4.8.  THE VICE-PRESIDENTS.  The vice-presidents, if any,
shall perform such duties as may be assigned to them from time to
time by the chairman of the Board, the president, the vice-chairman,
the Board of Directors, or these By-Laws.

 SECTION 4.9.  THE TREASURER.  Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall
have charge and custody of all the funds and securities of the
Corporation; when necessary or proper he shall endorse for
collection, or cause to be endorsed, on behalf of the Corporation,
checks, notes and other obligations, and shall cause the deposit of
the same to the credit of the Corporation in such bank or banks or
depositary as the Board of Directors may designate or as the Board
of Directors by resolution may authorize; he shall sign all receipts

and vouchers for payments made to the Corporation other than routine
receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however,
that the Board of Directors may authorize and prescribe by
resolution the manner in which checks drawn on banks or depositories
shall be signed, including the use of facsimile signatures, and the
manner in which officers, agents or employees shall be authorized to
sign); unless otherwise provided by resolution of the Board of
Directors, he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation;  whenever required
by the Board of Directors, he shall render a statement of his cash
account; he shall enter regularly full and accurate account of the
Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and
accounts to any director of the Corporation upon application at his
office during business hours; and he shall perform all acts incident
to the position of treasurer.  If required by the Board of
Directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sure ties as the
Board of Directors may require.

SECTION 4.10.  THE SECRETARY.  The secretary shall keep the minutes
of all meetings of the Board of Directors, the minutes of all
meetings of the stockholders and (unless otherwise directed by the
Board of Directors) the minutes of all committees, in books provided
for that purpose; he shall attend to the giving and serving of all
notices of the Corporation; he may sign with an officer-director or
any other duly authorized person, in the name of the Corporation,
all contracts authorized by the Board of Directors or by the
executive committee, and, when so ordered by the Board of Directors
or the executive committee, he shall affix the seal of the
Corporation thereto; he may sign with the president or an executive
vice-president all Articles of shares of the capital stock; he
shall have charge of the Articles books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors
or the executive committee may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon
application at the secretary's office during business hours; and he
shall in general perform all the duties incident to the office of
the secretary, subject to the control of the chief executive officer
and the Board of Directors.

 SECTION 4.11.  THE CONTROLLER.  The controller shall be the chief
accounting officer of the Corporation.  Subject to the supervision
of the Board of Directors, the chief executive officer and the
treasurer, the controller shall provide for and maintain adequate
records of all assets, liabilities and transactions of the
Corporation, shall see that accurate audits of the Corporation's
affairs are currently and adequately made and shall perform such
other duties as from time to time may be assigned to him.

 SECTION 4.12.  THE ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The assistant treasurers shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors
may determine.  The assistant secretaries as thereunto authorized by
the Board of Directors may sign with the chairman of the Board, the
president, the vice-chairman or an executive vice-president,
Articles for stock of the Corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors.  The
assistant treasurers and assistant secretaries, in general, shall
perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board
of Directors, or these By-Laws.

 	SECTION 4.13.  SALARIES.  The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.

 	SECTION 4.14.  VOTING UPON STOCKS.  Unless otherwise ordered by
the Board of Directors or by the executive committee, any officer,
director or any person or persons appointed in writing by any of
them, shall have full power and authority in behalf of the
Corporation to attend and to act and to vote at any meetings of
stockholders of any corporation in which the Corporation may hold
stock, and at any such meeting shall possess and may exercise any
and all the rights and powers incident to the ownership of such
stock, and which, as the owner thereof, the Corporation might have
possessed and exercised if present.  The Board of Directors may
confer like powers upon any other person or persons.


                              ARTICLE V

                         Contracts and Loans

 	SECTION 5.1.  CONTRACTS.  The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to
specific instances.

 	SECTION 5.2.  LOANS.  No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances.


                             ARTICLE VI

              Articles for Stock and Their Transfer

 SECTION 6.1.  ARTICLESS FOR STOCK.  Articles representing
stock of the Corporation shall be in such form as may be determined
by the Board of Directors.  Such Articles shall be signed by the
chairman of the Board, the president, the vice-chairman or an
executive vice-president and/or by the secretary or an authorized

assistant secretary and shall be sealed with the seal of the
Corporation.  The seal may be a facsimile.  If a stock Articles
is countersigned (i) by a transfer agent other than the Corporation
or its employee, or (ii) by a registrar other than the Corporation
or its employee, any other signature on the Articles may be a
facsimile.  In the event that any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a Articles shall have ceased to be such officer,
transfer agent, or registrar before such Articles is issued, it
may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.  All
Articles for stock shall be consecutively numbered or otherwise
identified.  The name of the person to whom the shares of stock
represented thereby are issued, with the number of shares of stock
and date of issue, shall be entered on the books of the Corporation.
All Articles surrendered to the Corporation for transfer shall
be canceled and no new Articles shall be issued until the former
Articles for a like number of shares of stock shall have been
surrendered and canceled, except that, in the event of a lost,
destroyed or mutilated Articles, a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

 	SECTION 6.2.  TRANSFERS OF STOCK.  Transfers of stock of the
Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed and
filed with the secretary of the Corporation, and on surrender for
cancellation of the Articles for such stock.  The person in whose
name stock stands on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.


                             ARTICLE VII

                             Calendar Year

 SECTION 7.1.  CALENDAR YEAR.  The Calendar year of the Corporation
shall begin on the first day of August in each year and end on the
last day of July in each year.


                             ARTICLE VIII

                                 Seal


 SECTION 8.1.  SEAL.  The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.


                              ARTICLE IX

			Waiver of Notice

 SECTION 9.1.  WAIVER OF NOTICE.  Whenever any notice is required to
be given under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation or under the
provisions of the corporation law of the state of incorporation,
waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.  Attendance
of any person at a meeting for which any notice is required to be
given under the provisions of these By-Laws, the Articles of
Incorporation or the corporation law of the state of incorporation
shall constitute a waiver of notice of such meeting except when the
person attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.


                              ARTICLE X

                              Amendments

    	SECTION 10.1.  AMENDMENTS.  These By-Laws may be altered,
   amended or repealed and new By-Laws may be adopted at any
   meeting of the Board of Directors of the Corporation by the
   affirmative vote of a majority of the members of the Board,
   or by the affirmative vote of a majority of the outstanding
   capital stock of the Corporation (assessed upon the basis of
   votes and not on the basis of number of shares) entitled to
   vote generally in the election of directors, voting together
   as a single class.


                               ARTICLE XI

                            Indemnification

    	SECTION 11.1.  INDEMNIFICATION.  The Corporation shall
   indemnify its officers, directors, employees and agents to
   the fullest extent permitted by the General Corporation Law
   of Nevada, as amended from time to time.



                                 [END]

   EXHIBIT 3.4


         AGREEMENT between VACX CAPITAL CORPORATION ("VACX") and
   VALCAPX ACQUISITION CORPORATION (the "Company").

          WHEREAS The Company is a development stage company
   that has no specific business plan and  intends to merge,
   acquire or otherwise combine with an unidentified company
   (the "Business Combination");

          WHEREAS VACX is a shareholder of the Company and
   desires that the Company locate a suitable target company for
   a Business Combination;

          WHEREAS the Company desires that VACX assist it in
   locating a suitable target company for a Business Combination;

          NOW THEREFORE, it is agreed:

           1.00  ACTIONS BY VACX.  VACX agrees to assist in:

          1.01   The preparation and filing with the Securities
   and Exchange Commission of a registration statement on Form
   10-SB for the common stock of the Company;

          1.02   The location and review of potential target
   companies for a business combination and the introduction of
   potential candidates to the Company;

          1.03   The preparation and filing with the Securities
   and Exchange Commission of all required filings under the
   Securities Exchange Act of 1934 until the Company enters into
   a business combination;

          2.00   PAYMENT OF THE COMPANY EXPENSES.  VACX agrees to

   pay on behalf of the Company all corporate, organizational
   and other costs incurred or accrued by the Company until
   effectiveness of a business combination.  VACX understands and
   agrees that it will not be reimbursed for any payments made
   by it on behalf of the Company.

          3.00   INDEPENDENT CONSULTANT.   VACX is not now, and
   shall not be, authorized to enter into any agreements,
   contracts or understandings on behalf of the Company and VACX
   is not, and shall not be deemed to be, an agent of the Company.

          4.00   USE OF OTHER CONSULTANTS. The Company
   understands and agrees that VACX intends to work with
   consultants, brokers, bankers, or others to assist it in
   locating business entities suitable for a business
   combination and that VACX may share with such consultants or
   others, in its sole discretion, all or any portion of its
   stock in the Company and may make payments to such
   consultants from its own resources for their services.  The
   Company shall have no responsibility for all or any portion
   of such payments.

          5.00   VACX EXPENSES.  VACX will bear its own expenses
   incurred in regard to its actions under this agreement.

          6.00   ARBITRATION.  The parties hereby agree that any
   and all claims (except only for requests for injunctive or
   other equitable relief) whether existing now, in the past or
   in the future as to which the parties or any affiliates may
   be adverse parties, and whether arising out of this agreement
   or from any other cause, will be resolved by arbitration
   before the American Arbitration Association within the
   District of Columbia.

          7.00   COVENANT OF FURTHER ASSURANCES.  The parties
   agree to take any further actions and to execute any further
   documents which may from time to time be necessary or
   appropriate to carry out the purposes of this agreement.

          8.00   EFFECTIVE DATE.   The effective date of this
    agreement is as of June 28, 2001.

          IN WITNESS WHEREOF, the parties have approved and
   executed this agreement.


   VACX CAPITAL CORPORATION


   _____________________________________
   President


   VALCAPX ACQUISITION CORPORATION



   __________________________________
   President

   EXHIBIT 10.2

VACX CAPITAL CORPORATION

C/O Mark H. Rhynes
555 West 5th Street Floor 31
Los Angeles, California  90013


   ValCapX Acquisition Corporation
   1522 West Manchester Ave.
   Los Angeles, CA  90047

   Re:   Shareholder Agreement with ValCapX Acquisition Corporation

   Gentlemen:

   In consideration of the sale of the shares of Common Stock of
   ValCapX Acquisition Corporation (the "Company") to the
   undersigned (the "Holder"), the Holder hereby represents,
   warrants, covenants and agrees, for the benefit of the
   Company and any holders of record (the "third party
   beneficiaries") of the Company's outstanding securities,
   including the Company's Common Stock, $.0001 par value (the
   "Stock") at the date hereof, excluding stock gifted prior to
   agreement date, and during the pendency of this letter
   agreement, that the Holder will not transfer, sell, contract
   to sell, devise, gift, assign, pledge hypothecate, distribute
   or grant any option to purchase or otherwise dispose of, directly
   or indirectly, its shares of Stock of the Company owned
   beneficially or otherwise by the Holder except in connection
   with or following completion of a merger, acquisition or
   other transaction  of or by the Company meeting the definition
   of a business combination as defined in the Company's
   registration statement on Form 10-SB or otherwise complying
   with the purposes of the Company as set out in the
   registration statement.

          Any attempted sale, transfer or other disposition in
   violation of this letter agreement shall be null and void.

   The Holder further agrees that the Company (i) may instruct
   its transfer agent not to transfer such securities (ii) may
   provide a copy of this letter agreement to the Company's
   transfer agent for the purpose of instructing the Company's
   transfer agent to place a legend on the Articles(s)
   evidencing the securities subject hereto and disclosing that
   any transfer, sale, contract for sale, devise, gift,
   assignment, pledge or hypothecation of such securities is
   subject to the terms of this letter agreement and (iii) may
   issue stop-transfer instructions to its transfer agent for
   the period contemplated by this letter agreement for such
   securities.

   This letter agreement shall be binding upon the Holder, its
   agents, heirs, successors, assigns and beneficiaries.

   Any waiver by the Company of any of the terms and conditions
   of this letter agreement in any instance shall be in writing
   and shall be duly executed by the Company and the Holder and
   shall not be deemed or construed to be a waiver of such term
   or condition for the future, or of any subsequent breach
   thereof.

          Agreed and accepted this 28th day of JUNE, 2001.


                        THE HOLDER


                                 By: _____________________________
                                      President



           CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form 10-
KSB of our report dated December 2, 2004 relating to the financial
statements of Valcapx Acquisition Corporation as of June
30,2004,2003,and 2002.

     No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.


                               SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     VALCAPX ACQUISITION CORP.


                                     By: /s/ Mark H. Rhynes
                                     ----------------------------------
                                     Mark H. Rhynes
                                     President, Chief Executive Officer
                                     Treasurer and Director
<PAGE>
                                        Date: December 3, 2004

     In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

Signature         Title                                 Date
---------         -----                                 ----

/s/ Mark H. Rhynes    President, Chief Executive       December 3, 2004
--------------        Officer, Treasurer and Director
    Mark H. Rhynes