SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-K
                          	(Mark One)

		  [X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
			THE SECURITIES EXCHANGE ACT OF 1934


                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007

         [ ] Transition Report Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934



                       		  VALCOM, INC.
	    --------------------------------------------------------
            (Name of small business issuer specified in its charter)




          Delaware                                         58-1700840
          --------                                         ----------
(State  or  other  jurisdiction  of                 (IRS  Employer
    incorporation  or  organization)                Identification  Number)


	    2113A Gulf Boulevard, Indian Rocks Beach, Florida 33785
	    -------------------------------------------------------
 	      (Address of Principal executive offices) (Zip code)

				 (727) 953 - 9778
			     -------------------------
 			     Issuer's telephone number

   Securities registered pursuant to 12(b) of the Act: None Securities to be

               registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK $0.001 PAR VALUE
			 -----------------------------
                                (Title of Class)

Indicate  by  check  mark if the registrant is a well-known seasoned issuer, as
defined  in  Rule  405 of  the  Securities  Act.       Yes [ ]    No [X]

Indicate by check mark  if  the  registrant  is  not  required  to file reports
pursuant  to Section 13 or Section 15(d) of the Act.  Yes  [ ]    No [X]

Indicate by  check  mark  whether  the  registrant  (1)  has  filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding  12  months  (or  for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ]     No  [X]

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K ({section} 229.405 of this chapter)  is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference Part III of this Form
10-K or any amendment to this Form 10-K.   {square}

Indicate by check mark whether the registrant is a large  accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer 			[ ]

Accelerated filer  				[ ]

Non-accelerated filer
(Do not check if a smaller reporting company)  	[ ]

Smaller reporting company  			[X]



Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ]    No   [X]

Revenues for year ended September 30, 2007: $1,679,236

Number of shares of the registrant's common stock outstanding as of October 10,
2008 was 22,776,099.


                               TABLE OF CONTENTS

									  PAGE
   PART I
    ITEM 1. BUSINESS							   2
    ITEM 2. PROPERTIES							   10
    ITEM 3. LEGAL PROCEEDINGS						   10
    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		   12

  PART II
    ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER
	    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		   13
    ITEM 6. SELECTED FINANCIAL DATA					   17
    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	    AND RESULTS OF OPERATIONS					   17
    ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			   22
    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	    AND FINANCIAL DISCLOSURE					   38
    ITEM 9A.CONTROLS AND PROCEDURES					   38

  PART III
    ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	   40
    ITEM 11.EXECUTIVE COMPENSATION					   44
    ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	    MANAGEMENT AND RELATED STOCKHOLDER MATTERS			   46
    ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
	    DIRECTOR INDEPENDENCE					   46
    ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES			   47

  PART IV
    ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES			   47

 SIGNATURES								   48





















                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

ValCom,  Inc.,  a  publicly  held  Delaware  corporation  (the "Company"),  was
originally  organized  in the State of Utah on September 23,  1983,  under  the
corporate name Alpine Survival  Products,  Inc.  Its name was changed to Justin
Land  and  Development,  Inc.  during October 1984 and  to  Supermin,  Inc.  on
November 20, 1985.

The  Company  was  originally formed  to  engage  in  the  acquisition  of  any
speculative investment  or  business opportunity without restriction as to type
or  classification.  On  September   29,   1986,  Supermin,  Inc.  concluded  a
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1954,
as amended, pursuant to which it exchanged 200,000  shares of its common stock,
$.001 par value (all share numbers, unless otherwise stated, have been adjusted
to reflect a one-for-20 reverse stock split) for all  of  the  capital stock of
Satellite Bingo, Inc., a Georgia corporation organized on January 10, 1986, and
the  originator  of  the Company's current business (the "SBI Subsidiary").  In
conjunction with such  reorganization,  the  former  stockholders  of  the  SBI
Subsidiary  acquired control of the Company and the Company changed its name to
Satellite Bingo, Inc.

On March 10,  1988,  the  Company changed its name to SBI Communications, Inc.,
and on January 28, 1993, the  Company  reincorporated  in  Delaware  through  a
statutory  merger  with  a  wholly-owned Delaware subsidiary in reliance on the
exemption from registration requirements  of Section 5 of the Securities Act of
1933, as amended, provided by Rule 145(a)(2) promulgated thereunder.

On August 21, 2000, the principals of Valencia Entertainment International, LLC
("VEI") and SBI Communications, Inc. ("SBI")  executed  a  letter  of intent to
consummate  a  merger. On October 16, 2000, the majority stockholders  approved
the Agreement and Plan of Merger. Pursuant to the Merger Agreement, the Company
appointed new Board  members,  changed  the  par  value of the Preferred Stock,
increased  the authorized Common Stock and changed its  name  to  ValCom,  Inc.
("ValCom").  A Schedule 14C Information Statement was filed with the Securities
and Exchange Commission.  The  Securities  and Exchange Commission approved the
definitive Schedule 14C Information Statement  on February 13, 2001. The Merger
was finalized on March 6, 2001.

<PAGE>		2

VALCOM'S CORPORATE STRUCTURE

As  of  September  30,  2007,  ValCom,  Inc.  had five  subsidiaries:  Valencia
Entertainment International, LLC, a California  limited liability company; Half
Day Video, Inc., a California corporation; 80% equity in ValCom Studios, Inc. a
Nevada Corporation, a 50% interest in New Zoo Revue LLC and 45% equity interest
in  ValCom  Broadcasting,  LLC,  a  New York limited liability  company,  which
operates  KVPS  (Channel 8), an independent  broadcaster.  Unless  the  context
requires otherwise,  the  term "Company" includes ValCom, Inc., a publicly held
Delaware corporation and, its  subsidiaries,  predecessors and affiliates whose
operations or assets have been taken over by ValCom, Inc.

The Company is a diversified entertainment company with the following operating
activities:

a) Studio rental - ValCom's business includes television production for network
and  syndication  programming,  motion  pictures,  and  real  estate  holdings,
however, revenue is primarily generated through the  lease  of the sound stages
and  production. ValCom's past and present clients include Paramount  Pictures,
Don Belisarious Productions, Warner Brothers, Universal Studios, MGM, HBO, NBC,
20th Century  Fox,  Disney, CBS, Sony, Showtime, the USA Network, the Game Show
Network, Endemol and BET . In addition to leasing its sound stages, ValCom also
owns a small library  of  television  content,  which  it  distributes  through
Valencia  Entertainment International. ValCom's Studio Division is composed  of
it's studio  at  2525  North  Naomi  Street, Burbank, California 91504 which is
leased. Corporate offices are located  at  the  Burbank  Studios which houses a
state-of-the  art production studio, broadcast facilities,  recording  studios,
production design construction, animation and post-production.

VALCOM BURBANK STUDIOS, one of Burbank's television production facilities, with
three edit bays,  two  sound  stages  and over 25,000 square feet of production
support was acquired by ValCom, Inc in  2006.  The Burbank Studios was the home
of  'Jeopardy' and the 'Wheel of Fortune' post production  for  many  years  in
addition  to  a  past client base consisting of: HGTV, D.I.V., History Channel,
Discovery, Food Network,  Sony  Pictures  T.V.,  PAX, MTV, Disney Channel, HBO,
ABC,  CBS, NBC, Sci Fi, GSN, Comedy Central, VH-1,  FOX  Television,  Lifetime,
over a period of 12 years.

b) Studio  equipment  and rental - ValCom supplies and rents personnel, cameras
and other production equipment  to various production companies on a short-term
or long-term basis.

c) Film and TV production - Jeff  Franklin  is  retained as a consultant in the
area of film production with ValCom. As  Executive  Producer  of  "Funny Money"
and founder of FWE Picture Company began his entertainment career in  the music
industry  managing  the careers of music icons George Clinton and Marvin  Gaye.
Cumulatively, theatrical  features  that  Franklin  has  produced and executive
produced,  such  as  "Casper," "Kull-The Conquerer," "Cold Around  the  Heart,"
"Stuart Little" and "Stuart  Little  2," have grossed over one billion dollars.
Franklin has also produced many television  series, as well as producing on and
off-Broadway.

<PAGE>		3

d) Broadcast Television - The Company owns a  45%  equity  interest  in  ValCom
Broadcasting,  LLC,  a  New York limited liability company, which operates KVPS
(Channel 8), an independent television broadcaster in the Palm Springs.

e) Animation and TV Production  ValCom  formed  New Zoo Revue LLC pursuant to a
joint venture agreement with O Atlas Enterprises Inc.,a California corporation.
New Zoo Revue LLC was formed for the development  and  production  of  "New Zoo
Revue" a feature film and television series and marketing of existing episodes.
Valcom has not realized significant revenues from animation to date.

BUSINESS OVERVIEW

We  are  a  diversified  entertainment  company  with  the  following operating
activities:

STUDIO RENTAL

ValCom's  business includes television production for network  and  syndication
programming,  motion  pictures,  and  real estate holdings, however, revenue is
primarily  generated through the lease of  the  sound  stages  and  production.
ValCom's past  and  present clients include Paramount Pictures, Don Belisarious
Productions, Warner Brothers,  Universal  Studios,  MGM, HBO, NBC, 20th Century
Fox,  Disney,  CBS,  Sony, Showtime, the USA Network, the  Game  Show  Network,
Endemol and BET . In addition  to  leasing its sound stages, ValCom also owns a
small library of television content,  which  it  distributes  through  Valencia
Entertainment  International.  ValCom's  Studio  Division  is  composed of it's
studio at 2525 North Naomi Street, Burbank, California 91504 which  is  leased.
Corporate  offices  are located at the Burbank Studios which houses a state-of-
the art production studio,  broadcast facilities, recording studios, production
design construction, animation and post-production.

VALCOM BURBANK STUDIOS, one of Burbank's television production facilities, with
three edit bays, two sound stages  and  over  25,000  square feet of production
support was acquired by ValCom, Inc in 2006. The Burbank  Studios  was the home
of  'Jeopardy'  and  the  'Wheel of Fortune' post production for many years  in
addition to a past client base  consisting  of:  HGTV, D.I.V., History Channel,
Discovery, Food Network, Sony Pictures T.V., PAX,  MTV,  Disney  Channel,  HBO,
ABC,  CBS,  NBC,  Sci  Fi, GSN, Comedy Central, VH-1, FOX Television, Lifetime,
over a period of 12 years.

In May 2007, Valcom signed  an  agreement for the live production and broadcast
of the interactive TV show `Take  the  Cake'  with Lock and Key Productions for
Endemol and BET. The show was broadcast live five  nights  per  week  from  the
Valcom.

FILM PRODUCTION DIVISION

Jeff  Franklin  is retained as a consultant in the area of film production with
ValCom. As  Executive  Producer  of  "Funny  Money"  and founder of FWE Picture
Company  began  his  entertainment  career in the music industry  managing  the
careers of music icons George Clinton and Marvin Gaye. Cumulatively, theatrical
features that Franklin has produced and  executive  produced, such as "Casper,"
"Kull-The  Conquerer,"  "Cold Around the Heart," "Stuart  Little"  and  "Stuart
Little 2," have grossed over  one  billion  dollars. Franklin has also produced
many  television series as well as producing on  and  off  Broadway.  To  date,
ValCom  has  not yet undertaken the production of new films or TV series but is
considering a number of projects for development and production.

<PAGE>		4

LIVE THEATRE DIVISION

On February 9,  2006  ValCom, Inc. named Jeff Kutash as President of their Live
Theatre  Division.  The first  venture  Kutash  will  undertake  is  a  theater
production called 'Headlights  and  Tailpipes' that will be unveiled at a major
Las  Vegas  hotel and casino. In heading  up  this  division,  Kutash  will  be
responsible for  developing  and  directing new productions and live theatrical
events throughout the world. Kutash's  experience  in  the  field  of  theatre,
television  and  film  create  a  vast  knowledge  of  the entertainment field.
Valcom's Headlights and Tailpipes opened at the Stardust  Hotel and Casino, Las
Vegas in April 2006 and ran until July 2006. The company is did not produce any
further Live Theatre projects in the year to September 2007.

ANIMATION DIVISION

October  1,  2003,  we  formed  New Zoo Revue LLC pursuant to a  joint  venture
agreement with O Atlas Enterprises Inc.,a California corporation. New Zoo Revue
LLC was formed for the development  and production of "New Zoo Revue" a feature
film and television series and marketing of existing episodes. During the year,
ValCom agreed with O Atlas Entertainment  not to proceed with the production of
the New Zoo Revue feature film and television  series.  Valcom has not realized
significant revenues from animation to date.

CHANNEL 8 IN PALM SPRINGS, CALIFORNIA

In connection with our joint venture with New Global Communications,  Inc.,  we
own  a  45%  equity  interest  in  ValCom Broadcasting, LLC, a New York limited
liability company, which operates KVPS  (Channel  8), an independent television
broadcaster in the Palm Springs, California market.  Valcom  has  not  realized
significant revenues from this joint venture to date.



EXPANSION PLANS

The  Company  continuously  reviews  industry  developments and regulations for
potential expansion opportunities. As a public company,  the  Company  benefits
from  operating  in  highly  regulated  markets,  which  levels the competitive
playing field.

It  is imperative that the Company continues to grow its operational  revenues.
The Company has made a significant investment in assembling its management team
and operational  infrastructure.  This investment cost is now relatively fixed,
however,  the  Company  has  the  potential   to   significantly  leverage  its
profitability through incremental revenue increases. The Company will therefore
continue to employ an aggressive yet methodical growth  strategy. It intends to
make strategic expansions in markets with: (i) accommodating  regulations; (ii)
favorable  demographics;  (iii)  successful  operations  management;  and  (iv)
customer acceptance and patronization.

<PAGE>		5

The Company intends to grow through both acquisitions and developments. It uses
extensive  review  procedures  to  evaluate expansion opportunities,  including
market studies, legal evaluations, financial  analyses and operational reviews.
The Company determines development budgets and  acquisition prices based on the
proposed  investment's  expected  financial  performance,   competitive  market
position,   risk  profile  and  overall  strategic  fit  within  the  Company's
operational plans.  Acquisition terms typically include cash payments, issuance
of Company securities and seller-financed notes. Consulting and non-competition
agreements with the target companies' principals may also be included.

The development of telecommunications,  the  emergence  of  new technologies in
interactive TV, IPTV and the international nature of the Internet  has  created
opportunities   to   develop   new,   efficient  and  secure  ways  to  deliver
entertainment to customers. As one of the  companies that plans to employ these
new technologies ValCom intends to capitalize  on its expertise in the analysis
of consumer data and information to become a world  leader  in  online and IPTV
entertainment.  The Company will utilize its assets of film library,  broadcast
station and studio facilities to expand in the IP world.

BROADCASTING, LLC

In May 2002, the Company entered into a joint venture agreement with New Global
Communications, Inc. ("Global") whereby Global agreed to contribute $500,000 to
the joint venture  in  exchange for a 55% equity interest in a new entity known
as ValCom Broadcasting,  LLC,a  New  York  limited  liability  company, and the
Company would contribute certain fixed assets and manage the operations  of the
joint  venture for a 45% equity interest in ValCom Broadcasting, LLC. The joint
venture  operates  a  newly  developed  low  power television broadcast station
K08MX-LP in Indio-Palm Springs, California operating  on Channel 8. The Company
believes  that  the  investment  in  the joint venture adds  to  the  Company's
infrastructure  of  becoming  a  full-service  television  and  motion  picture
company. The amount contributed to  the joint venture by Global will be used to
purchase  the  license  for  the television  station  from  the  licensee.  The
effectiveness of the joint venture  agreement  was dependent on approval by the
Federal Communications Commission (the"FCC"). On  September  20,  2002, the FCC
approved the transaction.

FILM ENTERTAINMENT OVERVIEW

Competition in the film entertainment business is diverse and fragmented,  with
scores  of  companies  operating at various levels of product budget and scope.
The market is overwhelmingly dominated by the major Hollywood studios, with the
top-ranked company in 2007,  Paramount Studios, commanding 15% and the top 6 of
Paramount,  Warner Bros, Disney,  Sony/Columbia,  Universal  and  Fox  together
taking 79% of box office gross from a total of  $9.6 billion for the year.

<PAGE>		6

ValCom plans  to  succeed  by  choosing its projects and markets carefully, and
selecting  segments  and  geographic  areas  where  it  can  build  proprietary
competitive advantages. With  the  proper  positioning  and  segment focus, the
Company  believes it can insulate itself from the brunt of competition  in  the
entertainment  content  business.  Since  the  sector's  revenues  from foreign
markets  are  growing  rapidly,  a  sound niche strategy should ensure superior
profitability.

INDEPENDENT PRODUCTION COMPANIES

Consolidation  through  acquisition  has   recently   reduced   the  number  of
independent  production  companies  in  operation. However, barriers  to  entry
remain relatively low, and management anticipates  that  the market segments in
which it intends to compete will remain highly competitive.

THE COMPANY'S COMPETITIVE POSITION

The  Company's  operations  are  in  competition  with  all  aspects   of   the
entertainment industry, locally, nationally and worldwide.

ValCom experiences competition from three market segments:

1) Traditional television

2)  Interactive television, game shows and reality television drama

3) Movies for television and theatrical releases

4) Other entertainment/media companies

OTHER ACTIVITIES

INTERACTIVE TECHNOLOGY

The  Company has experience in the interactive communications and entertainment
fields, which brings together elements of the  TV and telecom industry.  During
the year,  Valcom  facilities  produced  major  live  interactive  TV shows and
reality TV based games shoes. It has created and broadcast interactive national
and   international   television   programs   using  state-of-the-art  computer
technology, satellite communications, and advanced telecommunications systems.

<PAGE>		7

The  Company's  management  believes  that  its experience  in  developing  and
delivering interactive television programs,and  that  this  experience enhances
its  ability  to  launch  new entertainment and information programs  based  on
comparable resources.

DEPENDENCE ON STUDIO FACILITIES

The Company emerged as one  of the top studio facilities over the years and has
been very successful with an  occupancy  rate of 95%. ValCom's Burbank Studios,
the Company is focusing on its core business  and capitalizes on its reputation
in the Hollywood to increase its revenue base.  The  Company does not rely on a
small  group  of  customers. It may rent facilities, production  equipment  and
personnel to any motion  picture  studio  or  production company. The Company's
television broadcast operations do not rely on  a  small  group  of  customers;
rather,  any  advertiser  who  wishes  to  advertise on Channel 8 in Indio-Palm
Springs, California may generate revenues.

PATENTS,  TRADEMARKS,  COPYRIGHTS, LICENSES, FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION

The Company has no patent rights. It has the following service marks:

SATELLITE BINGO:

International Class 41 (production  and  distribution of television game shows)
granted Registration Number 1,473,709 on January  19,  1988 to Satellite Bingo,
Inc. 20 years.

"HANGIN WITH THE BOYZ":

International  Class  25  (Clothing)  and  41 (Production and  distribution  of
television  game  shows)  application  filed  on  March  1,  2000,  Serial  NO.
75/932,583,

"WHO CAN YOU TRUST?"

Mark granted March 9, 1999 for 20 years International  Class 41 (production and
distribution of television game shows) serial NO.75/485225,

"FUHGEDABOWDIT":

International Class 41 (production and distribution of television  game  shows)
Serial NO. 75/784,763 application filed on August 26, 1999.

<PAGE>		8

"ULTIMATE DRIVER":

The  Company  applied  for  registration  of  copyright of "Ultimate Driver" in
October, 2002.

"FINAL ROUND" FIGHT FILM: registered under the Writer's Guild of America (WGA).
The  Company  applied for registration of copyright  of  "The  Final  Round-The
Gabriel Ruelas Story" on December 2, 2000.

The Company obtained  an  assignment  to a copyright for "The Works," copyright
registrations for Globalot Bingo and derivatives:  Number PAU 855-931 (June 10,
1986); Number Pau 847-876 (March 11, 1986); Number PAU  788-031  (September 19,
1985);  Number  PAU 927-410 (November 4, 1986); Number PA 370-721 (February  9,
1988); Number PA  516-494  (January  17,  1991); Number PA 533-697 (January 17,
1991); from Satellite Bingo, Inc. to SBI Communications,  Inc., dated September
14, 1993.

The  Company  applied  for registration of copyright of "The Final  Round-  The
Gabriel Ruelas Story" on  December  2, 2000. The Company obtained an assignment
of copyright of "The Life", Txu 744-678  June  12, 1996. The Company obtained a
copyright by assignment of "PCH" Pau 2-040-426 September 12, 1995.

HEADLIGHTS AND TAILPIPES

Live  Theater  Show  Debut  and  Stardust  Casino: Broadcast,  merchandise  and
food/beverages.

SIN CITY RECORDS

Record  Studio,  Record  Label,  publishing,  music,   television,   films  and
merchandise

MOTOWN PARTNERS, LLC

Live Theatre, Production Revenue and Concerts

EMPLOYEES

As of September 30, 2007 , the Company had 6 full-time employees, including two
officers   and  three  professional  staff.  No  employee  of  the  Company  is
represented  by  a  labor  union  or  is  subject  to  a  collective bargaining
agreement. We have never experienced a work stoppage and believe  our  employee
relations are very good.

<PAGE>		9

ITEM 2. DESCRIPTION OF PROPERTY

ValCom's Studio Division is composed of the studio facility at 2525 North Naomi
Street,  Burbank,  California  91504  which  is leased for $33,000. ValCom also
holds  a 1/3 equity in the real estate of 7.5 acres,  160,000  square  feet  of
commercial  space  without access. Corporate offices are located at the Burbank
Studios  which  houses   a  state-of-  the  art  production  studio,  broadcast
facilities, recording studios,  production  design  construction, animation and
post-production.

ITEM 3 - LEGAL PROCEEDINGS

CHAPTER 11 BANKRUPTCY
ValCom filed a voluntary chapter 11 bankruptcy petition  on  July 14st 2007 and
obtained  the  status  of  Debtor in Possession.  Valcom had in initiated  suit
against Chicago Title and The  Laurus  Master  Fund in October 2005  because it
claimed that Laurus and Chicago Title had retained the $500,000 overage arising
out of the proceeding in 2003/4.  Subsequently, the trial court entered summary
judgment  in favor of Chicago Title and Laurus.   Valcom  appealed,  contending
that there  were triable issues as to whether: (1) Valcom suffered damages; (2)
Chicago Title  and Laurus violated Civil Code sections 2924K, 2924d, and 2924h;
and  (3)  Chicago  Title  breached  its  duties  as  the  foreclosure  trustee.
Additionally, at the time that the trial court granted Summary Judgment against
Valcom, the  trial  court  awarded  costs and attorney fees of $562,127.30, and
Valcom argued in its appeal that Chicago  Title  was  not  entitled to attorney
fees, and the attorney fees awarded to Laurus were excessive.

Prior to the filing of the Chapter 11 bankruptcy, Valcom attempted  to obtain a
stay  against  enforcement  of the attorney fees and costs judgment awarded  to
Chicago Title and Laurus pending  appeal.   Valcom  was  unable to prove to the
trial court's satisfaction that the value of Valcom's assets  was sufficient to
protect Chicago Title and Laurus' judgment.  The Court denied Valcom's  attempt
to use its property in lieu of a cash bond, and threatened with enforcement  of
the  judgment,  Valcom  had  no  choice  but  to file for the protection of the
bankruptcy court.

Valcom, through appeals counsel, filed an appeal,  and  oral  argument  on  the
appeal  occurred  December  17,  2007.  On February 13, 2008, subsequent to the
Debtor's status conference in bankruptcy  court,  the  Court of Appeals for the
Second Appellate District, Division Two, case number B193714, ruled in favor of
Valcom,  Inc.  and  the judgment of Laurus Master Fund and  Chicago  Title  for
$562,127.30 as an obligation of the Debtor.

During August 2008, the Company emerged from bankruptcy. The Company is seeking
new business opportunities and to reestablish itself in the television and film
production industry

<PAGE>		10

POW! ENTERTAINMENT:

On August 23, 2007 Debtor  filed  an  Adversary  action (AD07-01638-ER) against
POW! Entertainment and Stan Lee individually alleging  Rescission,  Fraud,  and
Money Had and Received.

On September 24, 2007 POW! Entertainment and Stan Lee filed a Counter-complaint
(AD07-01638-ER)  against  Valcom,  Inc., Vince Vellardita, and Richard Shintaku
alleging Fraud, Negligent Misrepresentation, Trademark Infringement, Common Law
Trademark Infringement, Violation of Common Law Right to Publicity, Intentional
Interference   with  Prospective  Economic   Advantage,   Unfair   Competition,
Declaratory Relief, Breach of Contract and Restitution.

On or about October  18,  2007,  the  Status  Conference  in the Valcom v. POW!
Entertainment  et.  Al.  adversary  action  came  on  for hearing.   The  Court
consolidated  the  Discovery Cut-off, Pre-Trial, and Trial  Dates  between  the
Complaint and the Counter-complaint  and  selected April 30, 2008 for Discovery
Cut-Off, Pre-Trial for May 15, 2008 and Trial  scheduled  for  the week of June
23, 2008.  The Court also ordered all parties to mediation.

As  of  May  22, 2008 the parties to the Valcom v. POW! Entertainment  et.  Al.
litigation have settled their dispute.

VALCOM, INC. V. JEFF KUTASH ET AL.,
Case number BC372527.   This matter was stayed by Debtor filing Chapter 11, and
subsequently Defendant Jeff Kutash  filed Chapter 7 bankruptcy .

VALCOM, INC. V. TTL PRODUCTIONS,  INC.,  TROY LINGER, CHRIS LENTO DBA BRENTWOOD
MAGAZINE,

Case  number  SC094099.  This matter involves  breach  of  contract  and  fraud
against the Defendants  for $380,000.  The matter was stayed by Debtor's filing
of bankruptcy  ValCom is  in  discussion  and  expects to settle this matter by
agreement to the company's satisfaction.



LLOYD KURTZ

Pending  or  Threatened  Litigation,  Claims  and  Assessments   by  the  prior
contractor for the renovations, at ValCom Studios in Nevada has been  replaced.
Mr. Lloyd Kurtz filed suit on October 25, 2004 against ValCom, Inc., A  private
Nevada  Corporation  which is 80% owned by ValCom, Inc. a Delaware Corporation,
ValCom, Inc. a Delaware  Corporation and Vincent Vellardita. The suit alleges a
violation of Securities Act of 1933 and states that Mr. Kurtz purchased 600,000
shares of ValCom - Delaware  at  $0.25  per  share and that the shares were not
registered. He claims he is owed an additional  $303,000. Mr. Kurtz has filed a
Mechanic's Lien for $303,000. A motion to dismiss  the  claim  of Mr. Kurtz has
been filed. If the corporation does not prevail on its Motions to  Dismiss  the
corporation  will  file  its  full  defense  and counterclaims which exceed the
amount claimed by Mr. Kurtz.

<PAGE>		11


BONNIE NELSON

Ms. Bonnie Nelson, a former ValCom employee and  Director  filed  suit  against
ValCom,  Inc.  The  suit  alleges  a  breach  of  oral agreement and employment
contract.  ValCom,  Inc.  terminated  Ms. Nelson for cause  in  breach  of  her
employment agreement . ValCom has reached  agreement with Ms Nelson with regard
to this matter.

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

1. On November 20, 2006, the Company held a  Special Meeting of Stockholders at
the Company's offices at 920 South Commerce Street,  Las Vegas, Nevada 89106 at
10:00 A.M. local time.

2. There were present in person or by proxy 61,146,661  shares of Common Stock,
of a total of 105,243,318 shares of Common Stock entitled to vote.

3.  The  number  of  shares  voted  in favor of the election of  the  following
nominees for director is set forth opposite each nominee's name:


        Nominee            Number of Shares
---------------------   ----------------------
Vincent Vellardita            54,514,041
Richard Shintaku              54,514,041
Ian Adlington                 54,514,041



4.  54,514,041  shares  were voted in favor  of  amending  our  Certificate  of
Incorporation to increase  the number of authorized shares of common stock, par
value $.001 per share, of the  Company  from  100,000,000 shares to 250,000,000
shares.

5.  54,514,041  shares  were  voted  in favor of amending  our  Certificate  of
Incorporation to increase the number of  authorized  shares  of  "blank  check"
preferred  stock,  par  value  $.001  per share, of the Company from 10,000,000
shares to 25,000,000 shares.

6.  54,514,041  shares  were voted in favor  of  amending  our  Certificate  of
Incorporation to effect a  reverse  stock  split  of  the issued an outstanding
shares  of common stock of the Company at a ratio of either  one-for-two,  one-
for-five,  one-for-ten, one-for-twenty, as determined by the Board of Directors
to be in the  best  interests  of  the  Company  without  further approval from
stockholders.

<PAGE>		12
                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON EQUITY

The  Company's  common stock is traded on the NASD Over-the-Counter  Electronic
Bulletin Board under  the symbol VLCO upon the effectuation of a one-for-twenty
reverse stock split on  December  11,  2006.  The  Company's  common  stock was
previously traded on the NASD Over-the-Counter Electronic Bulletin Board  under
the  symbol  VACM. The Company's trading symbol on the Frankfurt XETRA is "VAM"
and its security code is #940589.

The following  table  sets  forth in United States dollars the high and low bid
and ask quotations for the Company's  common  stock for each quarter within the
last two fiscal years. Such bid and ask quotations reflect inter-dealer prices,
without  retail  mark-up,  mark-down or commissions,  and  do  not  necessarily
represent actual transactions.  The  source of the following information is the
NASD Over-the-Counter Electronic Bulletin Board.





COMMON STOCK



Date              Low      High
-----            ------  -------


2007
====
First  Quarter   $ 0.03  $  1.00
                 ------  -------
Second  Quarter* $ 0.51  $  0.08

Third  Quarter   $ 0.14  $ 0.27
                 ------  -------
Fourth  Quarter  $ 0.06  $ 0.37


2006
====
First  Quarter   $ 0.06  $  0.21
                 ------  -------
Second  Quarter  $ 0.06  $  0.20
                 ------  -------
Third  Quarter   $ 0.06  $  0.20
                 ------  -------
Fourth  Quarter  $ 0.07 $  0.10
                 ------  -------

2005
=====
First  Quarter   $ 0.07  $  0.24
                 ------  -------
Second  Quarter  $ 0.05  $  0.12
                 ------  -------
Third  Quarter   $ 0.04  $  0.10
                 ------  -------
Fourth  Quarter  $ 0.02  $  0.20
---------------  ------  -------

<PAGE>		13

Prices  quoted  reflect  a  one share-for-twenty  reverse  split  effective  on
February 1, 1993, a two share-for-one  forward  split  effective  on August 14,
2000, a one share-for-ten reverse split effective on September 27,  2001  and a
one-for-twenty reverse split effective on December 11, 2006.

As  of  September  30,  2007, the Company had 10,376,099 shares of common stock
outstanding, with approximately 2,500,000 in the public float and approximately
2,110 shareholders of record.

DIVIDENDS

There have been no cash dividends  declared  or paid since the inception of the
Company.  Continental Stock Transfer & Trust Company,  17  Battery  Place;  New
York, New York  10004,  acts  as transfer agent and registrar for the Company's
common and preferred stock.

DESCRIPTION OF SECURITIES

The  Company  is  authorized to issue  275,000,000  shares  of  capital  stock,
250,000,000 shares  of  which  are designated as common stock, $0.001 par value
per share, and the balance of which  are  designated as preferred stock, $0.001
par value per share.

The  holders  of  common stock do not have cumulative  voting  rights  and  are
entitled to one vote  per  share  on  all  matters  to  be  voted  upon  by the
stockholders. Our common stock is not entitled to preemptive rights and is  not
subject  to  redemption (including sinking fund provisions) or conversion. Upon
our liquidation,  dissolution  or  winding-up,  the  assets  (if  any)  legally
available for distribution to stockholders are distributable ratably among  the
holders  of  our  common  stock  after  payment of all classes or series of our
preferred stock. All outstanding shares of our common stock are validly issued,
fully-paid  and  non-assessable.  The rights,  preferences  and  privileges  of
holders of our common stock are subject  to  the  preferential  rights  of  all
classes or series of preferred stock that we may issue in the future.

PREFERRED STOCK

At  September  30,  2007, the Company had three series of convertible preferred
stock: B, C and D. Series  B  Preferred Stock has no voting rights, is entitled
to receive cumulative dividends  in  preference  to  any dividend on the common
stock at a rate of 10% per share, per year, to be issued  if  and when declared
by the Board of Directors and can be converted at any time into common stock on
a one for five basis. In the event of any liquidation, the holders of shares of
Series  B  Preferred  Stock  then outstanding shall be entitled to  receive  an
amount equal to the purchase price  per share, plus an amount equal to declared
but  unpaid  dividends thereon, if any,  to  the  date  of  payment.  Series  C
Preferred Stock  has  no  voting  rights,  is  entitled  to  receive cumulative
dividends in preference to any dividend on the common stock at  a  rate  of 10%
per  share,  per  year,  to  be  issued  if  and  when declared by the Board of
Directors and can be converted at any time into common  stock  on a one for one
basis.  In  the  event  of any liquidation, the holders of shares of  Series  C
Preferred Stock then outstanding  shall  be entitled to receive an amount equal
to the purchase price per share, plus an amount  equal  to  declared but unpaid
dividends thereon, if any, to the date of payment. Series D Preferred Stock has
no voting rights, no dividends and can be converted at any time to common stock
on a one for one basis. In the event of any liquidation, the  holder  of shares
of  Series  C Preferred Stock then outstanding shall be entitled to receive  an
amount equal  to  the  purchase  price  per  share.  With  respect to rights on
liquidation, Series B, C and D Preferred Stock shall rank senior  to the common
stock  but  Series  C  Preferred Stock shall be senior to both Series B  and  D
Preferred Stock while Series D Preferred Stock shall be junior to both Series B
and C Preferred Stock. The  Board  of  Directors has not declared any dividends
for any of the series of convertible preferred stock.

<PAGE>		14

EQUITY COMPENSATION PLAN

The Company has a 2004 Employee Stock Compensation Plan (the "ESCP") to enhance
its ability to attract, retain and compensate  experienced employees, officers,
directors and consultants. The effective date of  the ESCP is January 10, 2004.
A total of 2,000,000 shares of common stock were registered  for issuance under
the ESCP on Form S-8 registration statement filed December 30,  2003.  Pursuant
to  the  ESCP,  the  Compensation Committee or the Board of Directors may award
registered  shares  of the  Company's  common  stock  to  employees,  officers,
directors or consultants for cash, property, services rendered or other form of
payment constituting  lawful  consideration. Plan shares awarded for other than
services rendered shall be sold  at not less than fair market value on the date
of grant. During the fiscal year ended  September  30, 2004, the Company issued
an  aggregate  of  1,000,000 shares of registered common  stock  to  employees,
officers, directors and consultants pursuant to the ESCP for services rendered.

The following table  shows information with respect to each equity compensation
plan under which our common  stock  is authorized for issuance as of the fiscal
year ended September 30, 2007.

EQUITY COMPENSATION PLAN INFORMATION


Plan category           NUMBER OF    WEIGHTED        NUMBER OF SECURITIES
                        SECURITIES   AVERAGE       REMAINING AVAILABLE PLANS
                       TO BE ISSUED  EXERCISE         FOR FUTURE ISSUANCE
                           UPON      PRICE OF            UNDER EQUITY
                       EXERCISE OF OUTSTANDING           COMPENSATION
                       OUTSTANDING   OPTIONS,     PLANS (EXCLUDING SECURITIES
                         OPTIONS,  WARRANTS AND          REFLECTED IN
                       WARRANTS AND   RIGHTS              COLUMN (A)
                          RIGHTS
                       ------------ -----------   ----------------------------
                           (A)         (B)                  (C)
EQUITY COMPENSATION        -0-         -0-                  -0-
PLANS APPROVED BY
SECURITY HOLDERS

EQUITY COMPENSATION        -0-         -0-                  -0-
PLANS NOT APPROVED BY
SECURITY HOLDERS
                       ------------ -----------   ----------------------------
TOTAL                      -0-         -0-                  -0-
                       ------------ -----------   ----------------------------

<PAGE>		15

RECENT ISSUANCES OF UNREGISTERED SECURITIES

On January 24, 2006, the Company issued  4,000,000 shares of Series C Preferred
Stock in lieu of cash payment.

(A) COMMON STOCK:

During the year ended September 30, 2006,  the Company issued 336,629 shares of
common  stock  in  lieu  of  compensation  for legal  and  consulting  services
performed.  The value of the legal and consulting  services  performed  totaled
approximately  $605,366, which was computed based upon the market prices of the
common stock on the applicable payment dates.

During the year  ended  September 30, 2006, the Company issued 1,697,425 shares
of common stock in satisfaction  of various debts. Total debts satisfied by the
issuance of the shares was approximately $2,613,270.

During the year ended September 30,  2007,  the Company issued 2,561,283 shares
of  common  stock  in lieu of compensation for legal  and  consulting  services
performed. The value  of  the  legal  and consulting services performed totaled
approximately $188,088, which was computed  based upon the market prices of the
common stock on the applicable payment dates.

During the year ended September 30, 2007, the  Company  issued 2,711,200 shares
of common stock in satisfaction of various debts. Total debts  satisfied by the
issuance of the shares was approximately $669,014.

During the year ended September 30, 2007, the Company issued 770,725  shares of
common  stock  in  satisfaction of various debts. Total debts satisfied by  the
issuance of the shares was approximately $131,486.

The Company claims an  exemption  from the registration requirements of the Act
for the issuance of the Preferred Stock  and  Common Stock, as set forth above,
pursuant to Section 4(2) of the Act and/or Regulation  D promulgated thereunder
since,  as  among  other  things,  the  transaction  did not involve  a  public
offering,  the  investors  and/or purchasers were each an  accredited  investor
and/or qualified institutional  buyer,  the investors had access to information
about the Company and their investment, the  investors  took  the preferred and
common  stock  for  investment and not resale and the Company took  appropriate
measures to restrict the transfer of the preferred and common stock.

<PAGE>		16

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

                  SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS.

Certain  statements  in  "Management's  Discussion  and  Analysis  or  Plan  of
Operation" below, and  elsewhere  in  this  annual  report,  are not related to
historical   results,   and  are  forward-looking  statements.  Forward-looking
statements present our expectations  or  forecasts  of  future  events. You can
identify  these  statements  by  the  fact that they do not relate strictly  to
historical or current facts. These statements  involve known and unknown risks,
uncertainties and other factors that may cause our  actual  results,  levels of
activity,  performance  or  achievements  to  be  materially different from any
future results, levels of activity, performance or  achievements  expressed  or
implied   by  such  forward-  looking  statements.  Forward-looking  statements
frequently  are  accompanied  by  such  words  such as "may," "will," "should,"
"could," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue," or the negative  of  such terms or other
words and terms of similar meaning. Although we believe that  the  expectations
reflected  in  the  forward-  looking  statements  are  reasonable,  we  cannot
guarantee  future  results,  levels  of activity, performance, achievements, or
timeliness of such results. Moreover,  neither  we nor any other person assumes
responsibility  for  the  accuracy  and completeness  of  such  forward-looking
statements.  We  are  under  no  duty  to update  any  of  the  forward-looking
statements after the date of this annual  report.  Subsequent  written and oral
forward  looking  statements  attributable  to us or to persons acting  in  our
behalf are expressly qualified in their entirety  by  the cautionary statements
and risk factors set forth below and elsewhere in this  annual  report,  and in
other reports filed by us with the SEC.

INTRODUCTION

PLAN OF OPERATION

As  of  September  30,  2007,  ValCom,  Inc.  operations  were comprised of the
following divisions:

1. Studio Division

2. Rental Division

3. Broadcast Television

4. Film and Television Production; and Animation Division.

5. Live Theater

<PAGE>		17

RENTAL

ValCom's  business  includes  clients  television  production for  network  and
syndication  programming, motion pictures, and real estate  holdings,  however,
revenue is primarily  generated  through  the  lease  of  the  sound stages and
production. ValCom's past and present clients include Paramount  Pictures,  Don
Belisarious  Productions,  Warner  Brothers,  Universal Studios, MGM, HBO, NBC,
20th Century Fox, Disney, CBS, Sony, Showtime,  the  USA Network, the Game Show
Network, Endemol and BET . In addition to leasing its sound stages, ValCom also
owns  a  small  library  of  television  content, which it distributes  through
Valencia Entertainment International. ValCom's  Studio  Division is composed of
it's  studio  at 2525 North Naomi Street, Burbank, California  91504  which  is
leased. Corporate  offices  are  located  at the Burbank Studios which houses a
state-of-the art production studio, broadcast  facilities,  recording  studios,
production design construction, animation and post-production.

TELEVISION, FILM, & ANIMATION PRODUCTION

Jeff  Franklin is retained as a consultant in the area of film production  with
ValCom.  As   Executive  Producer  of  "Funny Money" and founder of FWE Picture
Company  began his entertainment career in  the  music  industry  managing  the
careers of music icons George Clinton and Marvin Gaye. Cumulatively, theatrical
features that  Franklin  has produced and executive produced, such as "Casper,"
"Kull-The Conquerer," "Cold  Around  the  Heart,"  "Stuart  Little" and "Stuart
Little  2," have grossed over one billion dollars. Franklin has  also  produced
many television  series  as  well  as  producing  on and off Broadway. To date,
ValCom has not yet undertaken the production of new  films  or TV series but is
considering a number of projects for development and production.

We formed New Zoo Revue LLC pursuant to a joint venture agreement  with O Atlas
Enterprises Inc.,a California corporation. New Zoo Revue LLC was formed for the
development  and  production  of  "New Zoo Revue" a feature film and television
series and marketing of existing episodes.  During the year, ValCom agreed with
O Atlas Entertainment not to proceed with the  production  of the New Zoo Revue
feature  film  and  television  series.  Valcom  has  not realized  significant
revenues from animation to date.

CHANNEL 8 IN PALM SPRINGS, CALIFORNIA

In connection with our joint venture with New Global Communications,  Inc.,  we
own  a  45%  equity  interest  in  ValCom Broadcasting, LLC, a New York limited
liability company, which operates KVPS  (Channel  8), an independent television
broadcaster in the Palm Springs, California market.  Valcom  has  not  realized
significant revenues from this joint venture to date.

<PAGE>		18

RESULTS OF OPERATIONS

FISCAL  YEAR  ENDED  SEPTEMBER 30, 2007 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 2006

Revenues for the year  ended  September  30,  2007  decreased  by  $94,714 from
$1,773,950  for the same period in 2006 to $1,679,236. The increase in  revenue
was principally due to reduced rentals of studios.

Production costs  for  the  year ended September 30, 2007 decreased by $237,547
or85 % from $280,847 for the  year  ended September 30, 2006 to $43,300 for the
same period in 2007. The decrease in  production  costs  was principally due to
reduced productions of films and videos.

Selling and promotion costs for the year ended September 30,  2007 decreased by
$270,694  or97  % from $277,692 for the same period in 2006 to $6,998  for  the
year ended September  30,  2007.  The  decrease  was due principally to reduced
marketing of our services.

Depreciation and amortization expense for the year  ended  September  30,  2007
decreased  by $54,672 or68 % from $80,012 for the year ended September 30, 2006
to $25,340 for  the  same  period  in  2007.  The  decrease in depreciation and
amortization  expense  was  due  to  the impairment of property  and  equipment
recorded in 2006.

General and administrative expenses for  the  year  ended  September  30,  2007
decreased by $2,540,028 or42 % from $6,044,366 for the year ended September 30,
2006  to  $3,504,338  for  the  same  period  in  2007.  The  decrease  was due
principally to lower value of shares issued for services.

Interest expense for the year ended September 30, 2007 increased by $35,297  or
50  %  from  $70,328  for the year ended September 30, 2006 to $105,625 for the
same period in 2007. The  increase  was  due  principally  to increased related
party debt.

Due  to  the  factors  described  above,  the  Company's net loss decreased  by
$2,941,736 or 59 % from a net loss of $4,947,838  for  the year ended September
30, 2006 to a loss of $2,006,102 for the year ended September 30, 2007.

STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE

See Notes to Consolidated Financial Statements in Part F/S for a description of
the Company's calculation of earnings per share.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  consolidated financial statements have been  prepared  assuming
that the Company  will  continue  as  a  going  concern.  As  discussed  in the
consolidated financial statements, the Company has a net loss of $2,006,102 and
a  negative  cash flow from operations of $856,677 for the year ended September
30, 2007, and  an  accumulated  deficit  of  $17,299,290 at September 30, 2007.
These  conditions  raise  substantial  doubt about  the  Company's  ability  to
continue  as  a  going concern. Cash totaled  $5,926  on  September  30,  2007,
compared to $71,612  at  September  30,  2006. During the fiscal year 2007, net
cash used by operating activities totaled  $856,677  compared to a cash flow of
$1,071,929  for  the  year ended September 30, 2006. A significant  portion  of
operating  activities  included   payments   for  accounting  and  legal  fees,
consulting fees, salaries, and rent. Net cash  increase by financing activities
for fiscal year 2007 totaled $790,991. Net cash  used  by  investing activities
during  fiscal  year  2007  totaled  $  -0- from purchase of fixed  assets  and
increased expenditures for the purchase of equipment.

<PAGE>		19

The above cash flow activities yielded a  net  cash  decrease of $65,686 during
fiscal year 2007 compared to a net cash decrease of $204,668  during  the  year
ended September 30, 2006.

There  can  be  no  assurance that the Company will be able to raise capital on
terms  acceptable to the  Company,  if  at  all.  Total  shareholders'  deficit
increased  to$2,222,738  in  fiscal  year  2007.  Additional  paid  in  capital
increased to $15,081,739 in fiscal year ended September 30, 2007.

                  INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

During the last fiscal year, the Company financed its operations with cash from
its  operating  activities and through sales of equipment and private offerings
of its securities to a director of the Company.

The Company anticipates  that  its  stock issuances and projected positive cash
flow  from  operations collectively will  generate  sufficient  funds  for  the
Company's operations  for  the  next  12 months. If the Company's existing cash
combined with cash from operating activities  is  not  adequate  to finance the
Company's  operations during the next 12 months, the Company will consider  one
or more of the following options: (1) issuing equity securities in exchange for
services, (2)  selling additional equity or debt securities or (3) reducing the
number of its employees.

                          FUTURE FUNDING REQUIREMENTS

The  Company's  capital   requirements  have  been  and  will  continue  to  be
significant. The Company's  adequacy  of available funds during the next fiscal
year and thereafter will depend on many  factors, including whether the Company
will  be  able  to: (1) retain its existing tenants  (2)  rent  its  production
equipment  and  personnel   profitably,  (3)  develop  additional  distribution
channels for its programming.  Assuming  funds  are  available, during the next
fiscal  year,  the  Company  expects  to  spend approximately  $1,000,000.  for
facility,  equipment  and growth. There can be  no  assurance  that  additional
private or public financing,  including  debt  or  equity  financing,  will  be
available  as  needed, or, if available, on terms favorable to the Company. Any
additional equity financing may be dilutive to stockholders and such additional
equity securities may have rights, preferences or privileges that are senior to
those of the Company's  existing  common  or preferred stock. Furthermore, debt
financing,  if available, will require payment  of  interest  and  may  involve
restrictive  covenants   that   could   impose  limitations  on  the  operating
flexibility  of  the  Company. The Company's  failure  to  successfully  obtain
additional future funding  may  jeopardize its ability to continue its business
and operations.



BANKRUPTCY DISMISSAL

VEI filed a voluntary chapter 11  bankruptcy  petition  on  April  7,  2003 and
obtained  the  status of Debtor in Possession. After successfully settling  the
debts owed to secured  creditors  through  sale  of property as per court order
dated June 3,2004 VEI applied to the United States  Bankruptcy  Court,  Central
District  of  California,  San Fernando Valley Division for a Motion to dismiss
Chapter 11 Bankruptcy case ("the  Motion"). The Court on August 3, 2004, having
considered the Motion and pleadings  filed  in  support  thereof,  having heard
argument  of  counsel,  finding  that  notice  was  proper,  and for good cause
appearing  therefore,  ordered (1) The Motion granted (2) Debtor's  Chapter  11
bankruptcy case dismissed.

<PAGE>		20

On October 5, 2004, Valcom, Inc. and Valencia Entertainment International, LLC,
commenced a lawsuit in the  Los  Angeles  Superior  Court, State of California,
against Chicago Title Company and Laurus Master Fund,  Ltd.  The  suit seeks an
accounting of the amount due in connection with a non-judicial foreclosure of a
deed  of  trust securing a promissory note executed by Valcom and Valencia.  It
also alleges  that  Chicago  Title  breached  its  trustee's  duties and Laurus
breached  the  terms  of  the  promissory  note and deed of trust securing  it.
Valcom's attorney has expressed his belief that  the lawsuit it meritorious but
at this stage in the proceeding, he is unable to state  how  much, if any, will
be  recovered in the lawsuit. On June 14, 2006, the defendants  won  a  summary
judgment motion. Valcom has filed for a new trial and will vigorously fight for
the shareholders.


ValCom  filed  a  voluntary chapter 11 bankruptcy petition on July 14, 2007 and
obtained the status  of  Debtor  in  Possession.   Valcom had in initiated suit
against Chicago Title and The Laurus Master Fund in  October  2005  because  it
claimed that Laurus and Chicago Title had retained the $500,000 overage arising
out of the proceeding in 2003/4.  Subsequently, the trial court entered summary
judgment  in  favor  of  Chicago Title and Laurus.  Valcom appealed, contending
that there were triable issues  as to whether: (1) Valcom suffered damages; (2)
Chicago Title and Laurus violated  Civil Code sections 2924K, 2924d, and 2924h;
and  (3)  Chicago  Title  breached  its  duties  as  the  foreclosure  trustee.
Additionally, at the time that the trial court granted Summary Judgment against
Valcom, the trial court awarded costs and  attorney  fees  of  $562,127.30, and
Valcom  argued  in its appeal that Chicago Title was not entitled  to  attorney
fees, and the attorney fees awarded to Laurus were excessive.

Prior to the filing  of the Chapter 11 bankruptcy, Valcom attempted to obtain a
stay against enforcement  of  the  attorney  fees and costs judgment awarded to
Chicago Title and Laurus pending appeal.  Valcom  was  unable  to  prove to the
trial court's satisfaction that the value of Valcom's assets was sufficient  to
protect  Chicago Title and Laurus' judgment.  The Court denied Valcom's attempt
to use its  property in lieu of a cash bond, and threatened with enforcement of
the judgment,  Valcom  had  no  choice  but  to  file for the protection of the
bankruptcy court.

Valcom, through appeals counsel, filed an appeal,  and  oral  argument  on  the
appeal  occurred  December  17,  2007.  On February 13, 2008, subsequent to the
Debtor's status conference in bankruptcy  court,  the  Court of Appeals for the
Second Appellate District, Division Two, case number B193714, ruled in favor of
Valcom,  Inc.  and  the judgment of Laurus Master Fund and  Chicago  Title  for
$562,127.30 as an obligation of the Debtor.

During August 2008, the Company emerged from bankruptcy. The Company is seeking
new business opportunities and to reestablish itself in the television and film
production industry



ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

<PAGE>		21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS
VALCOM, INC.


We have audited the accompanying balance sheets of Valcom, Inc. as of September
30,  2007  and  September  30,  2006, and the related statements of operations,
stockholders' equity and cash flows  for the years ended September 30, 2007 and
September 30, 2006. 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  standards of the Public Company
Accounting Oversight Board (United States).  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
audits provide a reasonable basis for our opinion.

In our opinion,  the  financial statements referred to above present fairly, in
all material respects,  the  financial position of Valcom, Inc. as of September
30, 2007 and September 30, 2006,  and  the  related  statements  of operations,
stockholders' equity and cash flows for the years ended September  30, 2007 and
September 30, 2006, in conformity with accounting principles generally accepted
in the United States of America.

The  accompanying  financial  statements  have been prepared assuming that  the
Company will continue as a going concern.   As  discussed  in  Note  12  to the
financial statements, the Company has an accumulated deficit of $17,299,290  as
of  September  30,  2007,  which  raises substantial doubt about its ability to
continue as a going concern.  Management's  plans  concerning these matters are
also  described  in  Note  12.  The financial statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

/S/ MOORE & ASSOCIATES, CHARTERED
---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
October 8, 2008

 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
 	  (702) 253-7499 Fax (702) 253-7501


<PAGE>		22

<TABLE>
<CAPTION>
<S>				<C>			<C>

					VALCOM, INC.
				       Balance Sheets


                                                  September 30,   	 September 30,
                                                      2007            	     2006
						-----------------	---------------
ASSETS

CURRENT ASSETS

Cash                       			$           5,926 	$        71,612
Accounts receivable, net          			  173,328		196,249
						-----------------	---------------
   Total Current Assets           			  179,254        	267,861
						-----------------	---------------
FIXED ASSETS, net                       		  101,360        	126,700
						-----------------	---------------
OTHER ASSETS

Deposits                               			  158,853        	160,811
Other assets                          			1,000,000      	      1,000,000
						-----------------	---------------
   Total Other Assets                 			1,158,853	      1,160,811
						-----------------	---------------
   TOTAL ASSETS            			$       1,439,467 	$     1,555,372
						=================	===============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses           $         906,974 	$       603,408
Accrued interest payable                                  163,790         	 68,172
Due to related parties                                  1,950,288      	      1,672,456
Notes and judgements payable                              641,153        	416,480
						-----------------	---------------
    Total Current Liabilities                     	3,662,205      	      2,760,516
						-----------------	---------------
LONG-TERM LIABILITIES

Notes payable							-              	      -
						-----------------	---------------
    Total Long-Term Liabilities                      		-	              -
						-----------------	---------------
    TOTAL LIABILITIES				        3,662,205	      2,760,516
						-----------------	---------------
STOCKHOLDERS' EQUITY (DEFICIT)

Series B Preferred stock, 1,000,000
  shares authorized at par value of
  $0.001, 38,000 shares issued and
  outstanding                                        	       38             	     38
Series C Preferred stock, 25,000,000
  shares authorized at par value of
  $0.001, 7,921,666 and 9,267,416 shares
  issued and outstanding                                    7,921          	  9,267
Common stock, 250,000,000 shares authorized
  at par value of $0.001, 10,376,099 and
  4,265,603 shares issued and outstanding,
  respectively                                             10,376          	  4,266
Treasury stock, 35,000 shares                             (23,522)       	(23,522)
Additional paid-in capital                             15,081,739	     14,097,995
Accumulated deficit
                                                      (17,299,290)   	    (15,293,188)
						-----------------	---------------
Total Stockholders' Equity (Deficit)        	       (2,222,738)    	     (1,205,144)
						-----------------	---------------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)      			$       1,439,467 	$     1,555,372
						=================	===============

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>		23



<TABLE>
<CAPTION>
<S>			<C>		<C>


					VALCOM, INC.
				 Statements of Operations





                                                             For the Years Ended
                                                                September 30,
						      --------------------------------
                                                           2007               2006
						      --------------	--------------

REVENUES                                              $    1,679,236    $    1,773,950
COST OF GOODS SOLD                                            43,300           280,847
						      --------------	--------------
GROSS MARGIN                                               1,635,936         1,493,103

OPERATING EXPENSES

   Advertising and marketing                                   6,998           277,692
   Depreciation expense                                       25,340            80,012
   General and administrative                              3,504,338         6,044,366
 						      --------------	--------------
	Total Operating Expenses      			   3,536,676         6,402,070
						      --------------	--------------
LOSS FROM OPERATIONS                                      (1,900,740)       (4,908,967)
						      --------------	--------------
OTHER INCOME (EXPENSE)

   Interest expense                                         (105,625)          (70,328)
   Other income                                                  263            31,457
						      --------------	--------------
TOTAL OTHER INCOME (EXPENSE)                                (105,362)          (38,871)
						      --------------	--------------
NET LOSS                                              $   (2,006,102)   $   (4,947,838)
						      ==============	==============
BASIC LOSS PER SHARE                                  $        (0.30)   $        (1.56)
						      ==============	==============
WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                                    6,777,997         3,179,895
						      ==============	==============


The accompanying notes are a integral part of these financials statements.

</TABLE>

<PAGE>		24

<TABLE>
<CAPTION>

<S>			<C>			<C>

                                                     VALCOM, INC.
                                    Statements of Stockholders' Equity (Deficit)


				Series B Preferred Stock	Series C Preferred Stock	     Common Stock
				Shares		  Amount	Shares		  Amount	Shares		Amount
				------		  ------	---------	 -------	---------      -------

Balance, September 30, 2005	38,000 		  $   38 	6,517,416 	 $ 6,517 	2,094,186      $ 2,094

Preferred stock issued for
  services	 		     - 		       - 	4,000,000 	   4,000 		-	     -

Common stock issued for
  services	 		     - 		       - 		- 	       - 	  336,729	   337

Common stock issued for
  debt	 			     - 		       - 		- 	       - 	1,697,425	 1,698

Preferred stock conversion	     - 		       -       (1,250,000)	  (1,250)	  137,263	   137

Net loss for the year
  ended September 30, 2006	     - 		       - 		- 	       - 		-	     -
				------		  ------	---------	 -------	---------      -------
Balance, September 30, 2006	38,000 		      38        9,267,416 	   9,267 	4,265,603	 4,266

Common stock issued for
  cash	 			     - 		       - 		- 	       - 	  770,725	   771

Common stock issued for
  services	 		     - 		       - 		- 	       - 	2,561,283	 2,561

Common stock issued for
  debt	 			     - 		       - 		- 	       - 	2,711,200	 2,711

Preferred stock conversion	     - 		       -       (1,345,750)	  (1,346)	   67,288	    67

Net loss for the year
  ended September 30, 2007	     - 		       - 		- 	       - 		-	     -
				------		  ------	---------	 -------       ----------      -------
Balance, September 30, 2007	38,000 		  $   38 	7,921,666 	 $ 7,921       10,376,099      $10,376
				======		  ======	=========	 =======       ==========      =======


The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>		25


<TABLE>
<CAPTION>

<S>			<C>			<C>
                                                                  VALCOM, INC.
                                                  Statements of Stockholders' Equity (Deficit)
								  (Continued)



												Total
	 						Additional				Stockholders'
					Treasury	Paid-In		Accumulated		Equity
					Stock		Capital		Deficit			(Deficit
					---------	-----------	------------		------------

Balance, September 30, 2005	 	$     (35)	$10,571,125 	$(10,345,350)		$    234,389

Preferred stock issued for
  services		 			- 	    196,000 		   - 		     200,000

Common stock issued for
  services		 			- 	    605,029 		   - 		     605,366

Common stock issued for
  debt		 				- 	  2,611,572 		   - 		   2,613,270

Preferred stock conversion		  (23,487)	    114,269 		   - 		      89,669

Net loss for the year
  ended September 30, 2006		 	- 		  - 	  (4,947,838)		  (4,947,838)
					---------	-----------	------------		------------
Balance, September 30, 2006		  (23,522)	 14,097,995 	 (15,293,188)		  (1,205,144)

Common stock issued for
  cash		 				- 	    130,715 		   - 		     131,486

Common stock issued for
  services		 			- 	    185,447 		   - 		     188,008

Common stock issued for
  debt		 				- 	    666,303 		   - 		     669,014

Preferred stock conversion		 	- 	      1,279 		   - 			   -

Net loss for the year
  ended September 30, 2007		 	- 		  - 	  (2,006,102)		  (2,006,102)
					---------	-----------	------------		------------
Balance, September 30, 2007	 	$ (23,522)	$15,081,739 	$(17,299,290)		$ (2,222,738)
					=========	===========	============		============


The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>		26

<TABLE>
<CAPTION>

<S>				<C>		<C>

                                      VALCOM, INC.
                                Statements of Cash Flows


                                                                             For the Years Ended
                                                                                 September 30,
								       -----------------------------
                                                                            2007             2006
								       ------------	------------
OPERATING
ACTIVITIES

Net loss                                                               $ (2,006,102)	$ (4,947,838)

Adjustments to reconcile net loss to
  net cash used by operating activities:
      Depreciation expense                      			     25,340           80,012
      Common stock issued for services         				    188,008          895,035
      Impairment of asset                            				  -          575,950
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable           			     22,921         (108,629)
(Increase) decrease in prepaid expenses            			      1,958         (152,461)
(Increase) decrease in accounts payable         			    815,580        2,637,830
Increase (decrease) in interest payable          			     95,618           68,172
Increase (decrease) in deferred income              				  -         (120,000)
								       ------------	------------
Net Cash Used in Operating Activities            			   (856,677)	  (1,071,929)
								       ------------	------------
INVESTING ACTIVITIES

Proceeds from sale of property and                                                -                -
  equipment
Purchase of property and equipment                                                -         (537,240)
								       ------------	------------
Net Cash Used in Investing Activities                    			  -         (537,240)
								       ------------	------------
FINANCING ACTIVITIES

Proceeds from preferred and common stock                                    131,486                -
Proceeds from notes and judgements payable                                  296,673                -
Proceeds from related party payable                                         362,832        1,404,501
								       ------------	------------
Net Cash Provided by Financing Activities          			    790,991        1,404,501
								       ------------	------------
NET DECREASE IN CASH                    				    (65,686)        (204,668)

CASH AT BEGINNING OF YEAR                 				     71,612          276,280
								       ------------	------------
CASH AT END OF YEAR                				       $      5,926     $     71,612
								       ============	============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:
     Interest                           			       $    10,007      $      2,156
     Income Taxes                       			       $         -      $          -

NON CASH FINANCING ACTIVITIES:
     Common stock issued for debt       			       $   669,014      $  2,613,270

The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE>		27


                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 1. DESCRIPTION OF BUSINESS

ValCom, Inc and its Subsidiaries' (collectively the Company) businesses include
television   production   for   network  and  syndication  programming,  motion
pictures,  and real estate holdings, however,  revenue  is primarily  generated
through  the   lease  of  the  sound  stages and production. The Company's past
and present clients  include movie studios and television networks. In addition
to  leasing  its sound stages,  the  Company  also  owns  a  small  library  of
television content, which is ready for worldwide distribution and several major
television series in advanced stages of development.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF PRESENTATION

This summary  of significant accounting policies of the Company is presented to
assist in understanding the consolidated financial statements. The consolidated
financial statements and notes are representations of the Company's management,
which is responsible  for  their  integrity  and  objectivity. These accounting
policies  conform to accounting principles generally  accepted  in  the  United
States of America  and have been consistently applied in the preparation of the
consolidated financial statements.

b. PRINCIPLES OF CONSOLIDATION

The consolidated financial  statements include the accounts of Valcom, Inc. and
four wholly-owned  subsidiaries,   VEI,  which  was acquired effective February
2001, and Half Day Video, Inc., which was acquired effective March 2001. ValCom
Nevada which was acquired effective March 1, 2004,  and New Zoo Revue which was
acquired effective October 2003. Investments in affiliated companies over which
the Company has a significant influence or ownership  of more than 20% but less
than or equal to 50% are accounted for under the equity method. The Company has
no equity affiliates as of September 30, 2007 and 2006.

c. USE OF ESTIMATES

The preparation of financial statements in conformity with  generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and  disclosure of
contingent  assets and liabilities at the date of the financial statements  and
the reported  amounts  of  revenues  and  expenses during the reporting period.
Actual results could differ from those estimates.

d. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standard  No.  107,  Disclosures  About  Fair
Value  of  Financial  Instruments, requires that the Company disclose estimated
fair values of financial  instruments.  The carrying  value  of  cash  and cash
equivalents,  accounts receivable and accounts payable approximates fair  value
due to the short-term  maturity  of  these  instruments.  The carrying value of
notes payable approximates fair value because  negotiated  terms and conditions
are consistent with current market rates as of September 30, 2007 and 2006.

e. RECLASSIFICATIONS

Certain  amounts from prior periods have been reclassified to  conform  to  the
current year presentation.

<PAGE>		28


                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f. DEPRECIATION AND AMORTIZATION

For  financial  and reporting purposes,  the  Company  follows  the  policy  of
providing depreciation  and  amortization  on the straight-line method over the
estimated useful lives of the assets, which are as follows:

Buildings                              	39 years
Building Improvements          		39 years
Production Equipment           		5 years
Office Furniture and Equipment		5 to 7 years
Leasehold Improvements         		5 years
Autos and Trucks                       	5 years

g. INCOME TAXES

The Company  has  adopted  FASB  109  to  account for income taxes. The Company
currently  has no issues which create timing  differences  that  would  mandate
deferred tax  expense. Net operating losses would create possible tax assets in
future years, but due to the uncertainty as to the utilization of net operating
loss carry forwards,  a  valuation allowance has been made to the extent of any
tax benefit that net operating losses may generate.

h. SHARE-BASED COMPENSATION

The Company has adopted the  fair  value  based method of accounting for stock-
based  employee  compensation  in  accordance  with   Statement   of  Financial
Accounting  Standards  Number 123 (REVISED 2004), "Share-Based Payment"   (SFAS
123[R]).  In accordance  with  SFAS  123[R], option expense of $-0-and $-0- was
recognized for the years ended September  30, 2007 and 2006, respectively.  The
expense was calculated using the Black-Scholes valuation model.

i. REVENUE RECOGNITION

Revenues  from  studio and equipment rentals are recognized  ratably  over  the
contract terms. Revenues  from  the  production  and  licensing  of  television
programming are recognized when the films or series are available for  telecast
and   certain  contractual  terms  of  the  related  production  and  licensing
agreements have been met.

j. CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject us to concentrations of credit
risk,  consist principally of cash and trade  receivables.   Concentrations  of
credit risk  with  respect  to trade receivables are limited due to the clients
that comprise our customer base  and their dispersion across different business
and geographic areas.  We estimate  and  maintain  an allowance for potentially
uncollectible  accounts  and  such  estimates  have  historically  been  within
management's expectations.  Our cash balances are maintained  in  accounts held
by  major  banks and financial institutions located in the United States.   The
Company occasionally  maintains amounts on deposit with a financial institution
that are in excess of the  federally  insured  limit of $100,000.  Statement of
Financial Accounting Standards No. 105 identifies  this  as  a concentration of
credit risk requiring disclosure, regardless of the degree of risk. The risk is
managed by maintaining all deposits in high quality financial institutions. The
Company had no amounts in excess of federally insured limits at  September  30,
2007.

<PAGE>		29

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

k. CASH AND CASH EQUIVALENTS

For purposes of financial statement presentation, the Company considers all
highly liquid investments with a maturity of three months or less, from the
date of purchase, to be cash equivalents.

l. TREASURY STOCK

Treasury stock is accounted for by the cost method. Issuance of treasury shares
is accounted  for  on a first in, first-out basis. Differences between the cost
of treasury shares and the re-issuance proceeds are charged to additional paid-
in capital, if reissued.  During July 2002, the Company purchased 35,000 shares
of its common stock at a total cost of $23,522. No shares have been reissued as
of September 30, 2007.

m. RECENT ACCOUNTING PRONOUNCEMENTS

In  May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and Interpretation
of FASB  Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee   insurance  contracts,  including  the  recognition  and
measurement of  premium revenue  and  claims  liabilities.  This statement also
requires  expanded  disclosures about financial guarantee insurance  contracts.
SFAS No. 163 is effective  for  fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements  of  operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards  Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 162
sets  forth  the  level  of  authority to a given accounting  pronouncement  or
document by category. Where there  might  be  conflicting  guidance between two
categories,  the more authoritative category will prevail. SFAS  No.  162  will
become effective  60  days  after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional  Standards. SFAS No. 162 has no effect on
the Company's financial position, statements  of  operations,  or cash flows at
this time.

In March 2008, the Financial Accounting Standards Board, or FASB,  issued  SFAS
No.  161,  Disclosures  about  Derivative Instruments and Hedging Activities-an
amendment  of FASB Statement No.  133.  This  standard  requires  companies  to
provide enhanced  disclosures  about  (a) how and why an entity uses derivative
instruments,  (b)  how derivative instruments  and  related  hedged  items  are
accounted for under  Statement 133 and its related interpretations, and (c) how
derivative instruments  and  related  hedged items affect an entity's financial
position, financial performance, and cash  flows.  This  Statement is effective
for financial statements issued for fiscal years and interim  periods beginning
after November 15, 2008, with early application encouraged. The Company has not
yet adopted the provisions of SFAS No. 161, but does not expect  it  to  have a
material  impact  on its consolidated financial position, results of operations
or cash flows.

In December 2007, the  SEC  issued  Staff  Accounting  Bulletin  (SAB)  No. 110
regarding  the  use  of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an  estimate  of  expected  term  of  "plain vanilla" share
options   in  accordance  with  SFAS  No.  123  (R),  Share-Based  Payment.  In
particular,  the  staff  indicated  in  SAB 107 that it will accept a company's
election to use the simplified method, regardless  of  whether  the company has
sufficient information to make more refined estimates of expected  term. At the
time  SAB  107  was  issued,  the  staff  believed  that more detailed external
information

<PAGE>		30

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
about employee exercise behavior (e.g., employee exercise  patterns by industry
and/or  other  categories  of  companies)  would,  over  time,  become  readily
available  to companies. Therefore, the staff stated in SAB 107 that  it  would
not expect a company to use the simplified method for share option grants after
December 31,  2007.  The staff understands that such detailed information about
employee exercise behavior  may  not  be widely available by December 31, 2007.
Accordingly, the staff will continue to  accept,  under  certain circumstances,
the  use  of  the  simplified  method  beyond  December 31, 2007.  The  Company
currently  uses the simplified method for "plain  vanilla"  share  options  and
warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not
believed that  this will have an impact on the Company's consolidated financial
position, results of operations or cash flows.

In December 2007,  the  FASB  issued  SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment  of  ARB No. 51.  This statement
amends  ARB  51  to  establish  accounting  and  reporting  standards  for  the
noncontrolling  interest  in  a  subsidiary  and for the deconsolidation  of  a
subsidiary. It clarifies that a noncontrolling  interest  in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in  the  consolidated financial statements. Before this statement  was  issued,
limited guidance  existed  for reporting noncontrolling interests. As a result,
considerable diversity in practice  existed.  So-called minority interests were
reported in the consolidated statement of financial  position as liabilities or
in  the  mezzanine  section  between  liabilities  and equity.  This  statement
improves  comparability  by  eliminating  that  diversity.  This  statement  is
effective  for  fiscal years, and interim periods within  those  fiscal  years,
beginning on or after December 15, 2008 (that is, January 1, 2009, for entities
with calendar year-ends). Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will  adopt  this  Statement  beginning  March  1,  2009. It is not
believed that this will have an impact on the Company's consolidated  financial
position, results of operations or cash flows.

In  December  2007,  the  FASB,  issued  FAS  No.  141 (revised 2007), Business
Combinations.'This  Statement  replaces  FASB  Statement   No.   141,  Business
Combinations,  but retains the fundamental requirements in Statement 141.  This
Statement establishes  principles  and  requirements  for how the acquirer: (a)
recognizes  and  measures in its financial statements the  identifiable  assets
acquired, the liabilities  assumed,  and  any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and  measures the goodwill acquired in the business
combination  or  a  gain  from a bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects  of  the  business combination. This statement
applies prospectively to business combinations  for  which the acquisition date
is on or after the beginning of the first annual reporting  period beginning on
or after December 15, 2008. An entity may not apply it before  that  date.  The
effective  date  of  this  statement  is  the  same as that of the related FASB
Statement   No.   160,  Noncontrolling  Interests  in  Consolidated   Financial
Statements.  The Company  will adopt this statement beginning March 1, 2009. It
is not believed that this will  have  an  impact  on the Company's consolidated
financial position, results of operations or cash flows.

In  February 2007, the FASB, issued SFAS No. 159, The  Fair  Value  Option  for
Financial  Assets  and Liabilities-Including an Amendment of FASB Statement No.
115.  This standard  permits  an  entity  to  choose  to measure many financial
instruments and certain other items at fair value. This  option is available to
all  entities.  Most  of  the provisions in FAS 159 are elective;  however,  an
amendment to FAS 115 Accounting  for  Certain  Investments  in  Debt and Equity
Securities  applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements apply differently to entities that do not report
net income. SFAS  No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of  the  previous  fiscal  year provided that the entity makes
that choice in the first 120 days of that fiscal  year and also elects to apply
the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt
SFAS No. 159 beginning March 1, 2008 and
<PAGE>		31


                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
is currently evaluating the potential impact the adoption of this pronouncement
will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair  Value Measurements  This
statement defines fair value, establishes a framework for  measuring fair value
in  generally  accepted  accounting principles (GAAP), and expands  disclosures
about fair value measurements.  This  statement  applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements  that fair value is the
relevant measurement attribute. Accordingly, this statement  does  not  require
any new fair value measurements. However, for some entities, the application of
this  statement  will change current practice. This statement is effective  for
financial statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods   within  those  fiscal  years.  Earlier  application  is
encouraged, provided that  the  reporting  entity  has not yet issued financial
statements for that fiscal year, including financial  statements for an interim
period within that fiscal year. The Company will adopt  this statement March 1,
2008,  and it is not believed that this will have an impact  on  the  Company's
consolidated financial position, results of operations or cash flows.

n. ACCOUNTS RECEIVABLE

Accounts  receivable  are  carried  at original invoice amount less an estimate
made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis.  Specific reserves are  estimated by management based on certain
assumptions and variables, including the customer's financial condition, age of
the customer's receivables, and changes  in payment histories.  As of September
30,  2007  an  allowance  for doubtful receivables  $1,071,874  was  considered
necessary.  Recoveries of trade receivables previously written off are recorded
when received.

o. BASIC LOSS PER SHARE

The computation of basic and  diluted  loss  per  common  share is based on the
weighted average number of shares outstanding during each period.



September 30,

                                            2007            2006
					----------------------------

NET LOSS                             	$(2,006,102)	$(4,947,838)
					===========	===========

BASIC LOSS PER COMMON SHARE 		$     (0.30)    $     (1.56)
					===========	===========

BASIC WEIGHTED  AVERAGE

NUMBER OF SHARES OUTSTANDING		  6,777,997       3,179,895
					===========	===========

The  computation  of  loss  per  common  share is based on the weighted average
number of shares outstanding during the year  plus the common stock equivalents
which would arise from the exercise of stock options  and  warrants outstanding
using the treasury stock method and the average market price  per  share during
the year.  Common stock equivalents, consisting of 78,625 and 78,625 in options
and  -0-  and  -0-  in  warrants  were considered but were not included in  the
computation of loss per share at September  30,  2007  and  2006, respectively,
because they would have been anti-dilutive.

<PAGE>		32

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

p. ADVERTISING AND MARKETING

The  Company  expenses  advertising  costs  in  the  period in which  they  are
incurred. Advertising and marketing expense was $6,998  and  $277,692  for  the
years ended September 30, 2007 and 2006, respectively.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

                               			September      September
                          			 30,2006        30, 2006
						----------     ----------
Building Improvements          			$    4,500     $    4,500
Production Equipment              		   723,094        723,094
Leasehold Improvements      			    62,677         62,677
Autos and Trucks                    		    33,971         33,971
Office Furniture and Equipment      		    48,421         48,421
Video Equipment                   		   181,877        181,877
						----------     ----------
                                                 1,054,540	1,054,540
Less: accumulated depreciation  		  (406,112)  	 (380,772)
          impairment allowance                    (547,068)  	 (547,068)
						----------     ----------
Net book value                 			$  101,360     $  126,700
						==========     ==========

Depreciation expense for the years ended September 30, 2006 and 2005 was$25,340
and  $980,012,  respectively.  The Company recorded an impairment allowance for
the property and equipment of $547,068 due to the bankruptcy filing.

NOTE 4. NOTES AND JUDGMENTS PAYABLE

The Company issued $416,480 convertible  notes  in  2004. $72,000 in notes were
converted  during  year  ended September 30, 2007 into 600,000  shares  of  the
Company's common stock. The Company is subject to $140,000 in judgments payable
to creditors. During the year  ended  September  30, 2007, the Company borrowed
$156,673 in the form of unsecured notes payable. The  Company's  notes  payable
incur  interest  at 8% per annum with different due dates. Accrued interest  of
$163,790 is payable as of September 30, 2008.

Convertible notes payable      $344,480
Judgments payable               140,000
Notes payable                   156,673
			       --------
Total                          $416,480
			       ========

NOTE 5. RELATED PARTY TRANSACTIONS

At September 30, 2005, related party payables represent $1,672,456 payable to a
Director and Shareholder  of  the Company. At September 30, 2006, related party
payables represent $1,950,288 payable  to  the President of the Company for his
salary  and various advances to the Company.  The  advances  are  non  interest
bearing and due upon demand.

<PAGE>		33

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 6. OTHER ASSETS

The Company  holds  an equity interest in real estate in Las Vegas Nevada which
it carries at its cost of $1,000,000.

The Company holds a library of video productions which are carried at cost less
the estimated valuation allowance of $-0-. The Company has impaired the library
of video productions  in  full due to the uncertainty of recoverability created
by the bankruptcy filing.

The Company has a deposit of  $158,853  against  the  lease  of  the  studio in
Burbank  California.  The  Company  ceased  making  lease  payments  due to the
bankruptcy  filing  and the deposit was used to settle the lease obligation  in
2007.

NOTE 7. INCOME TAXES

No provision for Federal  and  state  income  taxes  has  been  recorded as the
Company  has  incurred  net  operating  losses  through September 30, 2007.  At
September 30, 2007, the Company had approximately  $16,685,332 of net operating
loss  carry-forwards  for Federal income tax reporting  purposes  available  to
offset future taxable income.  Such  carry-forwards  expire  beginning in 2003.
Under  the  Tax  Reform  Act  of  1986,  the amounts of and benefits  from  net
operating losses and capital losses carried  forward may be impaired or limited
in certain circumstances. Events, which may cause  limitations in the amount of
net operating losses that the Company may utilize in any one year, include, but
are  not limited to, a cumulative ownership change of  more  than  50%  over  a
three-year period.

Deferred  tax  assets at September 30, 2007 consist primarily of the tax effect
of  net  operating   loss   carry-forwards,  which  amounted  to  approximately
$4,334,962. Other deferred tax  assets and liabilities are not significant. The
Company has provided a full valuation  allowance  on the deferred tax assets at
September 30, 2007 to reduce such deferred income tax  assets to zero, as it is
management's  belief that realization of such amounts is  not  considered  more
likely than not.

The following is a reconciliation of the provision for income taxes at the U.S.
federal income  tax  rate  to  the  income  taxes reflected in the Statement of
Operations:

                                   September  30, 2007     September 30, 2006
				   -------------------	   ------------------
Tax expense (credit)
at  statutory rate-federal                	 (34)%                  (34)%
State tax expense net of
federal tax                                	  (6)                    (6)
						------		       ------
Changes in valuation allowance                     40%			  40%
						======		       ======
Tax  expense  at  actual  rate      		$    -                 $    -
						======		       ======


The components of the net deferred tax asset are summarized below:

                                   September  30, 2007     September 30, 2006
				   -------------------	   ------------------
Deferred tax asset
Net operating losses      	   $	     4,334,962     $        3,716,810

Less: valuation allowance                   (4,334,962)		   (3,716,810)
				   -------------------	   ------------------
                                   $               -0-	   $              -0-
				   ===================	   ==================
<PAGE>		34

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006
NOTE 8. COMMITMENTS

In May 2005, the Company leased facilities in Las Vegas Nevada. The lease has a
term of three years. Initial monthly base rent is $8,250 with no increases, and
the initial monthly base rent expense for  Burbank is $30,000. Rent expense for
the  year  ended  September  30,  2007  and 2006 were  $219,535  and  $219,535,
respectively.  The  lease  obligations  were  terminated  due to the bankruptcy
filing  and  the  deposits  held  by  the  landlord  was  used  to  settle  the
obligations.

NOTE 9. STOCK ACTIVITY

a. CONVERTIBLE PREFERRED STOCK

At September 30, 2006 and 2005, the Company  had  three  series  of convertible
Preferred Stock: B, C and D. Series B Preferred Stock has no voting  rights, is
entitled to receive cumulative dividends in preference to any dividend  on  the
common  stock  at  a  rate of 10% per share, per year, to be issued if and when
declared by the Board of Directors and can be converted at any time into common
stock on a 1 for 5 basis.  In  the  event  of  any  liquidation, the holders of
shares  of  Series  B  Preferred Stock then outstanding shall  be  entitled  to
receive an amount equal  to  the purchase price per share, plus an amount equal
to declared but unpaid dividends  thereon,  if  any,  to  the  date of payment.
Series  C  Preferred  Stock  has  no  voting  rights,  is  entitled  to receive
cumulative  dividends  in preference to any dividend on the common stock  at  a
rate of 10% per share, per year, to be issued if and when declared by the Board
of Directors and can be  converted  at  any time into common stock on a 1 for 1
basis. In the event of any liquidation, the  holders  of  shares  of  Series  C
Preferred  Stock  then outstanding shall be entitled to receive an amount equal
to the purchase price  per  share,  plus an amount equal to declared but unpaid
dividends thereon, if any, to the date of payment. Series D Preferred Stock has
no voting rights, no dividends and can be converted at any time to common stock
on a 1 for 1 basis. In the event of
any   liquidation,   the holders of shares of Series  C  Preferred  Stock  then
outstanding shall be entitled   to   receive   an  amount equal to the purchase
price per share.

With respect to rights  on liquidation, Series B, C and D Preferred Stock shall
rank senior to the common stock but Series C Preferred Stock shall be senior to
both Series B and D Preferred  Stock  while  Series  D Preferred Stock shall be
junior to both Series B and C Preferred Stock. The Board  of Directors declared
no dividends for any of the Series of convertible Preferred  Stock  during  the
fiscal year ended September 30, 2006.

b. WARRANTS

During the fiscal year ended September 30, 2003, the Company issued warrants to
purchase  2,083,334  shares  of  the  Company's  common  stock to a director in
connection  with  services  provided  and  to be provided to the  company.  The
weighted average exercise price for the warrants issued  was  $0.12, and all of
the warrants begin to expire in September 2005. No warrants were  exercised for
the period ending September 30, 2005.

c. REVERSE STOCK SPLIT

On  December  11, 2006, the Company completed a 1 for 20 reverse split  of  its
common stock. The  reverse stock split is reflected in the financial statements
on a retroactive basis.

NOTE 10. STOCK COMPENSATION PLAN AND NON-QUALIFIED STOCK OPTIONS

The Company has a 2001 Employee Stock Compensation Plan (the "ESCP") to enhance
its ability to attract,  retain and compensate experienced employees, officers,
directors and consultants.  The  effective date of the ESCP is January 2001.  A
total of 2,600,000  shares  of  common stock were registered for

<PAGE>		35

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 10. STOCK COMPENSATION PLAN AND NON-QUALIFIED STOCK OPTIONS (CONTINUED)
issuance  under  the ESCP on three Form  S-8  registration   statements   filed
January  16,  2001,  March   26,   2001  and  October 19, 2001. Pursuant to the
ESCP, the Compensation Committee or  Board of Directors  may  award  registered
shares of the Company's common  stock   to  employees,  officers, directors  or
consultants   for   cash, property,  services   rendered  or  other   form   of
payment
constituting lawful consideration.  Plan shares awarded for other than services
rendered shall be sold at not less than  the  fair  market value on the date of
grant.

During  the  fiscal  year  ended September 30,  2005,  the  Company  issued  an
aggregate  of  1,572,500  shares  of  registered  common  stock  to  employees,
officers, directors and consultants  pursuant to the ESCP. The expense recorded
during fiscal year 2005 under the ESCP  amounted  to  $151,722 and was based on
the closing trading price of the Company's common stock on the date granted.

NOTE 11. BANKRUPTCY FILING

On   August   5,  2008,  the  United States Bankruptcy Court  for  the  Central
District of California  entered  an  Order  Confirming  Second  Amended Plan of
Reorganization under Chapter 11  of  the  Bankruptcy  Code (the "Plan")  of the
Company.    The   Plan   classifies   claims  and interest in  various  Classes
according to their right to priority of payments   as  provided  in  the United
States Bankruptcy Code, 11 U.S.C.{section} 101 et seq. (the "Bankruptcy Code").
The Plan provides that upon payment of all obligations  pursuant  to  the Plan,
the Company shall be discharged of liability for payment of debts, claims
and liabilities  incurred  before  confirmation  of  the  Plan,  to  the extent
specified in {section}1141 of the Bankruptcy Code.

The  Plan  provides  for the treatment of each Class, and for the cash payments
that  each  Class of creditors  will  receive  (and  for  the  existing  equity
interests and  rights that equity security holders will retain) under the Plan.
The effective date  of  the  Plan  is contemplated to be on or about August 15,
2008 (the "Effective Date").

The Company plans to fund the Plan through  cash on hand and accumulated by the
Effective  Date  to  pay  off  the allowed Priority  Unsecured  Tax  claims  of
potentially $191,164.05, and the first month's payment of approximately $17,000
plus interest to its non-priority unsecured creditors.  The Company has on hand
approximately  $170,000  and  estimates  that  it  will  have  almost  $300,000
available for disbursement on the Effective Date.

On  the Effective Date, unexpired  leases  and  executory  contracts  shall  be
assumed  as  obligations  of  the reorganized Company.   The Order of the Court
approving the Plan constitutes  an order approving the assumption of each lease
and contract. Within 120 days of  the  entry  of the order confirming the Plan,
the Company will file a status report with the  Court  explaining what progress
has  been made toward consummation of the confirmed Plan.   The  status  report
shall  be  served  on  the  United States Trustee, the twenty largest unsecured
creditors, and those parties who have requested notice.  Further status reports
shall be filed every 120 days and served on the same entities until the Plan is
fully consummated.

All   persons   or entities holding  preferred   or   common   stock   in   the
Company are referred  to in the  Plan  as "Interest Holders".  The pre-existing
pre-petition equity ownership interests and rights of all Interest Holders will
be left intact and unimpaired.    The  Company,  pursuant  to  the terms of the
Plan,  is  contemplating  the  issuance of approximately 38,000,000  shares  of
common stock to insiders who are  also debt holders of the Company who have the
pre-petition, pre-existing right to  receive  equity  for  debt.   Of the total
amount  of  common  shares  contemplated  to  be issued,  a  majority   of  the
common shares are to be issued to insiders of the Company.

<PAGE>		36

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2007 AND 2006

NOTE 12. GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally accepted
accounting  principles  applicable  to a going concern, which contemplates  the
realization of assets and liquidation  of  liabilities  in the normal course of
business.  The Company has not yet established an ongoing  source  of  revenues
sufficient  to  cover  its  operating costs and allow it to continue as a going
concern.  Historically, the Company  has  incurred  significant  annual losses,
which  have resulted in an accumulated deficit of $17,299,290 at September  30,
2007 which  raises substantial doubt about the Company's ability to continue as
a going concern.   The ability of the Company to continue as a going concern is
dependent on the Company  increasing  sales to the point it becomes profitable.
The Company may need to raise additional  capital for marketing to increase its
sales.  If  the  Company is unable to increase  sales  sufficiently  or  obtain
adequate capital,  it  could  be  forced  to cease operation.  The accompanying
financial  statements  do  not  include  any  adjustments   relating   to   the
recoverability  and  classification of asset carrying amounts or the amount and
classification of liabilities  that  might  result  from  the  outcome  of this
uncertainty.

Management  plans to increase sales by increasing its marketing program and  to
obtain additional  capital  from  the private placement of shares of its common
stock. However, management cannot provide  any assurances that the Company will
be successful in accomplishing any of its plans.

<PAGE>		37
ITEM  9.  CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Pursuant  to  Rule  13a-15(b) under the Securities Exchange Act ("Exchange
Act") of 1934, the Company  carried out an evaluation with the participation of
the  Company's management, including  Vince  Vellardita,  the  Company's  Chief
Executive Officer and Chief Financial Officer ("CEO/CFO"), of the effectiveness
of the Company's disclosure controls and procedures (as defined under Rule 13a-
15(e)  under  the Exchange Act) as of the year ended September 30, 2007.  Based
upon that evaluation,  the  Company's  CEO  /CFO  concluded  that the Company's
disclosure controls and procedures are not effective to ensure that information
required to be disclosed by the Company in the reports that the  Company  files
or  submits  under  the  Exchange  Act,  is recorded, processed, summarized and
reported, within the time periods specified  in  the SEC's rules and forms, and
that  such  information  is  accumulated  and  communicated  to  the  Company's
management, including the Company's CEO/CFO, as  appropriate,  to  allow timely
decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The  management of Valcom, Inc. is responsible for establishing and maintaining
adequate  internal  control  over  financial  reporting.  Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the  Securities  Exchange Act of 1934 as a process designed by,  or  under  the
supervision of, the  company's  principal  executive  and  principal  financial
officers and effected by the company's board of directors, management and other
personnel,  to  provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting  and  the preparation of financial statements for external
purposes in accordance with  accounting  principles  generally  accepted in the
United States of America and includes those policies and procedures that:

<PAGE>		38

   *  Pertain  to  the   maintenance  of  records  that  in  reasonable  detail
      accurately  and  fairly  reflect  the  transactions  and  dispositions of
      the assets of the company;

   *  Provide reasonable assurance that  transactions are recorded as necessary
      to   permit  preparation  of  financial  statements  in  accordance  with
      accounting principles generally accepted  in the United States of America
      and that receipts and expenditures  of the company are being made only in
      accordance  with  authorizations  of  management  and  directors  of  the
      company; and

   *  Provide reasonable assurance regarding prevention or timely detection  of
      unauthorized acquisition, use or disposition of the company's assets that
      could have a material effect on the financial statements.


 Because of its inherent limitations, internal control over financial reporting
may  not  prevent  or  detect misstatements. Projections of any  evaluation  of
effectiveness to future  periods  are  subject  to  the  risk that controls may
become  inadequate  because  of changes in conditions, or that  the  degree  of
compliance  with  the policies or  procedures  may  deteriorate.  All  internal
control systems, no  matter  how  well  designed,  have  inherent  limitations.
Therefore,  even  those  systems  determined  to be effective can provide  only
reasonable  assurance  with  respect  to financial  statement  preparation  and
presentation. Because of the inherent limitations of internal control, there is
a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial  reporting.  However,  these  inherent
limitations  are  known features of the financial reporting process. Therefore,
it is possible to design  into  the  process  safeguards  to reduce, though not
eliminate, this risk.

Management  assessed the effectiveness of the Company's internal  control  over
financial reporting  as  of  September  30,  2007.  In  making this assessment,
management  used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations   of  the  Treadway  Commission  in  Internal  Control-Integrated
Framework.

Based on its assessment,  management  concluded that, as of September 30, 2007,
the Company's internal control over financial  reporting is not effective based
on those criteria.

This  annual report does not include an attestation  report  of  the  Company's
registered accounting firm regarding internal control over financial reporting.
The management's  report  was  not  subject  to  attestation  by  the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in the Company's internal control over financial reporting have come
to  management's attention during the Company's last fiscal quarter  that  have
materially affected, or are likely to materially affect, the Company's internal
control over financial reporting.

<PAGE>		39

                                   PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

The following  table  sets  forth the names and ages of the Company's directors
and executive officers, the positions  with  the  Company held by each, and the
period during which each such person has held such position.


Name                  Age                Position                Since
-------------------  -----             -----------              --------
Vince Vellardita     	49  CEO/President/Chairman of the Board   2000
Richard Shintaku    	57  Director                              2003
Ian Adlington      	62  Director  (until December 2006)       2006
Frank O Donnell         57  Director                              2006
Sandra Markham    	46  Secretary/Treasurer(until Jan 2007)   2005
Tracy Sciarriano   	37  Secretary/Treasurer                   2007



All directors hold office until the next annual meeting  of stockholders of the
Company  and  until their successors are elected and qualified.  Officers  hold
office until the  first  meeting  of  directors following the annual meeting of
stockholders and until their successors  are  elected and qualified, subject to
earlier removal by the Board of Directors.

BIOGRAPHIES OF THE COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS

VINCE VELLARDITA - CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT

Vince Vellardita has served as the Company's President, Chief Executive Officer
and Chairman of the Board since October 2000. Mr.  Vellardita  was  involved in
having Valencia Entertainment International, LLC acquire a 180,000 square  foot
production  facility  in  Valencia,  California  that  houses  eight  film  and
production  sound  stages  that  have  been occupied  by the CBS series JAG and
Fox's Power Rangers. He then opened Valcom  Studios  in  Las  Vegas  and Valcom
Studios  become  a  major  production  and rehearsal studio ofr Las Vegar shows
including Phantom of the Opera and Spamalot.  Launching a live theatre division
in 2005, Mr. Vellardita launched the company's  live stage show `Headlights and
Tailpipes' which premiered at the Las Vegas Stardust  Hotel  and Casino in June
2006. Mr. Vellardita also promoted the Rap Bowl in Detroit to coincide with the
Super bowl featuring major rap artists such as Young Jeezy, Ludracris, Juvenile
and Twista. Also in 2006, Mr. Vellardita secured the purchase  of the assets of
Media  City  Production  in  Burbank  CA  which  he turned into VALCOM  BURBANK
STUDIOS, one of Burbank's premiere television production facilities, with three
edit bays, two sound stages and over 25,000 square  feet of production support.
The Burbank Studios was the home of 'Jeopardy' and the  'Wheel of Fortune' post
production for many years. The Burbank studios became a centre  for  major live
interactive  TV  with  the live production and broadcast of the interactive  TV
show `Take the Cake' and `Without Prejudice'.

 Mr. Vellardita does not  currently  serve as a director of any other reporting
company.

<PAGE>		40

RICHARD SHINTAKU - DIRECTOR

Richard Shintaku has served on the Board  since August 5, 2003. He is currently
President and CEO of Inter-Continental Associates  Group,  LLC  and  ICAG, Inc.
ICAG  is  a  Merrill Lynch investment "Alliance Partner". He is currently  Vice
President and  principal of MRI International, Inc., one of the nations largest
medical receivables  funding  companies, Executive Vice President and principal
of  JMR  Nevada, Inc. (Harmon Medical  Center),  and  KK  JMR  (Medical,  Japan
centers).  Mr.  Shintaku  is  also  Chairman  and  CEO of Premier Entertainment
Services,  Inc.,  (product  placement in Digatech International,  Inc.  (Gaming
technology)   and   Owner/Proprietor    of    The    Royal    Hawaiian    Farms
(Pistachio/Grapes).  He  is  a  Partner  of  Super  Nova Financial Services (NY
Mercantile  Exchange). He also serves on various board  of  directors  of  many
Asian and domestic  firms.  He  has  recently  been asked to serve as the first
Honorary  Consul  General  of Japan in the State of  Nevada  and  is  presently
serving as the Nevada representative on the Republican Presidential Roundtable.



FRANK O'DONNELL- DIRECTOR


The Company appointed Frank  to  the  Board  in  2007.  Frank O'Donnell is also
Vice-Chairman  of  TVcompass  and  a founder of the Company.  He  also  founded
Universal Electronics Inc. (NASDAQ:UEIC);  UEI  went public in 1993 and to date
has sold over 200 million universal remotes.Mr. O'Donnell  was  instrumental to
the  establishment of the universal remote control in the cable television  and
satellite  industries.  He  was  also  influential  to  companies like Motorola
(General  Instrument)  and  Scientific  Atlanta adopting the  universal  remote
control. Further, he previously managed the  custom  designs  for  Time  Warner
Cable and Comcast (AT&T/TCI) universal remote controls. Mr O Donnell is also  a
director of E World Interactive Inc (EWIN.OB)



RECENT EMPLOYMENT:

1996-2004     Founder, President Evolve Products Inc.
1986-1995     Founder, Vice President Universal Electronics Inc.
1979-1986     Founder, President Cable Business Associates Inc



SANDRA MARKHAM - TREASURER AND SECRETARY (UNTIL 2007)


Ms.  Markham  was  appointed  to the position of Secretary and Treasurer of the
Corporation in July 22, 2005. She  has  been  with ValCom since March 2005. Ms.
Markham  holds  a  Bachelor  Degree  in  Business  Administration   from  Regis
University and has extensive experience in executive secretarial business.  She
has  provided  corporate  support  for  the  past 25 years for the casino/hotel
industry in addition to other government, profit  and non-profit organizations.
She  has extensive background in the field of advertising,  marketing,  special
event coordinator, and personnel management.


TRACY SCIARRINO- TREASURE AND SECRETARY


Ms. Sciarrino  was  appointed Secretary and Treasure in 2006 following the move
Valcom's principal office  to  2525  North Naomi Street, Burbank. Ms. Sciarrino
was  employed  by  the  company  as  Office   Administration  Manager  and  has
considerable experience in the role, having previously  been  employed  by  the
Valcom group at Valencia Entertainment.

<PAGE>		41


                             FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and directors.

                              LEGAL PROCEEDINGS

There  are  no  material  proceedings  to which any of our directors, executive
officers, affiliates or stockholders is  a  party  adverse  to us. There are no
orders,  judgments, or decrees of any governmental agency or administrator,  or
of any court  of  competent  jurisdiction, revoking or suspending for cause any
license, permit or other authority  to  engage in the securities business or in
the sale of a particular security or temporarily or permanently restraining any
of  our  officers or directors from engaging  in  or  continuing  any  conduct,
practice or  employment  in connection with the purchase or sale of securities,
or convicting such person of any felony or misdemeanor involving a security, or
any aspect of the securities  business  or  of  theft  or  of any felony or any
conviction  in  a  criminal  proceeding or being subject to a pending  criminal
proceeding.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons  who beneficially own more than ten percent of a
registered class of our equity securities  to file with the SEC initial reports
of  ownership and reports of change in ownership  of  common  stock  and  other
equity  securities  of  our  company.  Officers, directors and greater than ten
percent stockholders are required by SEC  regulations to furnish us with copies
of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and
4 and amendments thereto furnished to us under  Rule 16a-3(e) during the fiscal
year ended September 30, 2007, and Forms 5 and amendments  thereto furnished to
us with respect to the fiscal year ended September 30, 2007,  we  believe  that
during the year ended September 30, 2007, our executive officers, directors and
all  persons  who own more than ten percent of a registered class of our equity
securities did comply with all Section 16(a) filing requirements.

                THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors is responsible for establishing broad corporate policies
and for overseeing  our  overall management. In addition to considering various
matters which require Board approval, the Board provides advice and counsel to,
and ultimately monitors the performance of, our senior management.

<PAGE>		42

We do not have a standing  Audit  Committee,  a  Compensation  Committee,  or a
Nominations  and  Governance Committee of the board of directors. Our directors
perform the functions  of  audit,  nominating  and compensation committees. Our
directors,  Vincent  Vellardita,  Richard  Shintaku   and   Frank   O  Donnell,
participate in the consideration of director nominees. Due to the small size of
our  company  and  our  board,  the  board  of  directors does not believe that
establishing  a  separate  nominating  committee  is  necessary  for  effective
governance. When additional members of the Board of Directors  are appointed or
elected, we will consider creating a nominating committee. The entire  Board of
Directors participates in audit related matters of our company, including,  but
not  limited to, reviewing and discussing our audited financial statements with
management and our auditors and recommending to the board of directors that the
financial  statements  be  included  in  our  Annual  Reports  on Form 10-K. In
performing their role equivalent to an audit committee, the Board  of Directors
(i)  reviewed and discussed the Company's audited financial statements  in  the
Company's  Annual Report on Form 10-KSB for the fiscal year ended September 30,
2007 with management,  (ii) discussed with the Company's independent registered
public  accounting firm the  matters  required  to  be  discussed  pursuant  to
Statement  on  Auditing Standards No. 61 (Communication With Audit Committees),
(iii) discussed  with its independent registered public accounting firm matters
relating to independence,  including  the  disclosures  made  to  the  Board as
required  by  the  Independence  Standards  Board  Standard No. 1 (Independence
Discussions with Audit Committees ), and (iv) in reliance on the aforementioned
reviews  and  discussions,  recommended  to  management the  inclusion  of  the
Company's audited financial statements in the  Company's  Annual Report on Form
10-KSB  for  the  fiscal  year  ended  September 30, 2007 for filing  with  the
Securities and Exchange Commission. Messrs.  Vellardita, Shintaku and O Donnell
are not considered independent directors as defined  by any national securities
exchange registered pursuant to Section 6(a) of the Securities  Exchange Act of
1934 or by any national securities association registered pursuant  to  Section
15A(a) of the Securities Exchange Act of 1934.

The  Board  and  our  management strive to perform and fulfill their respective
duties and obligations  in a responsible and ethical manner. The Board performs
annual self-evaluations. We have adopted a comprehensive Code of Ethics for all
directors, officers and employees.

During 2007, the Board of  Directors  met  and/or  executed  unanimous  written
consents  of  the  Board  of  Directors  7 times. While we do not have a formal
policy  requiring  members  of  the  Board  to attend  the  Annual  Meeting  of
Stockholders,  we  strongly  encourage all directors  to  attend.  No  director
attended fewer than 90% of the total number of meetings.

                             DIRECTOR COMPENSATION

The  Company  has  not  paid  and  does  not  presently  propose  to  pay  cash
compensation to any director for acting  in such capacity. However, the Company
will give the directors a grant of shares of common stock and reimbursement for
reasonable  out-of-pocket expenses for attending  meetings.  Outside  directors
received no cash  compensation for their services; however they were reimbursed
for their expenses associated with attendance at meetings or otherwise incurred
in connection with  the  discharge of their duties as directors of the Company.
No officer of the Company receives any additional compensation for his services
as a director, and the Company  does not contribute to any retirement, pension,
or profit sharing plans covering its directors.

<PAGE>		43


ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth the  cash  compensation (including cash bonuses)
paid or accrued by us for our years ended September  30, 2007, 2006 and 2005 to
our Chief Executive Officer and our four most highly compensated officers other
than the Chief Executive Officer at September 30, 2007.

<TABLE>
<CAPTION>
<S>		<C>			<C>

                          SUMMARY COMPENSATION TABLE
                                                                   Restricted
Name & Position             Year   Salary      Bonus      Other       Stock      Options   LTIP   All Other
-----------------------     ----   ------      -----      -----    ----------    -------   ----   ---------
Vincent Vellardita*,        2007   $           0.000        0               0       0        0         0
Chairman and CEO            2006   $           0.000        0         140,400       0        0         0
                            2005   $           0.000        0         140,400       0        0         0

Sandy Markham               2007   $  9,630    0.000        0               0       0        0         0
Treasurer and Secretary     2006   $ 36,140    0.000        0          48,800       0        0         0
                            2005   $ 14,400    0.000        0          48,800       0        0         0
Tracy Sciarriano            2007   $ 50,700    0.000        0               0       0        0         0
Treasure & Secretary

* Mr. Vellardita, despite his Employment Agreement, did not take any salary
payment or stock in lieu of salary during 2007.

</TABLE>


2004 EMPLOYEE STOCK COMPENSATION PLAN

The Company has a 2004 Employee Stock Compensation Plan (the "ESCP") to enhance
its ability to attract, retain and compensate experienced  employees, officers,
directors and consultants. The effective date of the ESCP is  January 10, 2004.
A total of 2,000,000 shares of common stock were registered for  issuance under
the  ESCP on Form S-8 registration statement filed December 30, 2003.  Pursuant
to the  ESCP,  the  Compensation  Committee or the Board of Directors may award
registered  shares  of  the Company's  common  stock  to  employees,  officers,
directors or consultants for cash, property, services rendered or other form of
payment constituting lawful  consideration.  Plan shares awarded for other than
services rendered shall be sold at not less than  fair market value on the date
of grant. During the fiscal year ended September 30,  2004,  the Company issued
an  aggregate  of  1,000,000  shares  of registered common stock to  employees,
officers, directors and consultants pursuant to the ESCP for services rendered.

OPTIONS GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to grants of options to
purchase our common stock to the named  executive  officers  during  the fiscal
year ended September 30, 2007.

<PAGE>		44


<TABLE>
<CAPTION>
<S>			<C>		<C>

                                OPTIONS IN YEAR ENDED SEPTEMBER 30, 2007
                                            INDIVIDUAL GRANTS

Name    Number of Shares Underlying     % of Total Options Granted to   Exercise   Market    Expiration
                  Options                          Employees             Price     Price        Date
----    ---------------------------     -----------------------------   --------   ------    ----------
N/A                  0                               0                        --       --            --
N/A                  0                               0                        --       --            --
N/A                  0                               0                        --       --            --

</TABLE>


AGGREGATE  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND FISCAL YEAR END OPTION
VALUES

The  following  table  sets forth information as of  September  30,  2007  with
respect to the named executive  officers  information  with  respect to options
exercised,  unexercised  options and year-end option values in each  case  with
respect to options to purchase shares of our common stock.

<TABLE>
<CAPTION>
<S>			<C>			<C>
                                   Number of Securities Underlying      Value of Unexercised In The
                                       Unexercised Options at                Money Options At
                                         September 30, 2007                 September 30, 2007
                                   -------------------------------     -----------------------------
          Shares        Value
       Acquired on    Realized     Exercisable      Unexercisable      Exercisable     Unexercisable
Name   Exercise (#)      ($)           (#)               (#)               ($)              ($)
----   ------------   --------     -----------      -------------      -----------     -------------
N/A              0          0               --                 --                0                 0
N/A              0          0               --                 --                0                 0
N/A              0          0               --                 --                0                 0

</TABLE>


EMPLOYMENT AGREEMENT

The Company entered into an  Employment  Agreement  with  Vince Vellardita, the
Company's  Chairman  of  the  Board,  Chief  Executive  Officer and  President,
effective  October 1, 2000. The term of the Agreement is for  five  years.  The
Board of Directors  may  terminate Mr. Vellardita's employment at any time. The
Agreement shall be automatically renewed for successive one- year terms, unless
either party gives written  notice of termination three months prior to the end
of the term. The Agreement provides  for  an  annual salary of $120,000 for the
first year, $150,000 for the second year and $200,000  for the third year, plus
a bonus if authorized by the Board of Directors. If the  Company is involved in
a  merger  or  consolidation in which it does not survive, or  if  the  Company
transfers substantially  all  of its assets, the surviving entity in the merger
or consolidation or the transferee  of  the  Company's assets shall be bound by
the Agreement. With the exception of ownership  of  up  to  five percent of the
equity  securities  of  another  publicly  traded  corporation,  the  Agreement
prohibits  Mr.  Vellardita  from engaging in any activity competitive  with  or
adverse  to the Company's business  or  welfare  without  the  Company's  prior
written consent.


<PAGE>		45

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to the shares of our common stock
beneficially  owned  as of September 30, 2007 by (i) each person known to us to
be the beneficial owner of more than 5% of our common stock; (ii) each director
and nominee for director;  (iii)  each  executive  officer; and (iv) all of our
directors and executive officers as a group. Unless  otherwise indicated in the
footnotes following the table, the persons as to whom  the information is given
had sole voting and investment power over the shares of  common  stock shown as
beneficially  owned  by them. Unless otherwise indicated, the address  of  each
person shown is c/o ValCom,  Inc.,  2113A  Gulf  Boulevard, Indian Rocks Beach,
Florida 33785

Vincent Vellardita, Chief Executive Officer,
Chief Financial Officer and Chairman  				26 %

Richard Shintaku, Director                                      10 %

Frank O Donnell Director *                                       2 %

Directors and Officers as a Group (3 persons)                   38 %


*Less than one percent.

CHANGES IN CONTROL

To  the  best  of  the  knowledge  and  belief  of the Company,  there  are  no
arrangements, understandings, or other agreements  relative  to the disposition
of  the  Company's  securities, the operation of which would, at  a  subsequent
date, result in a change in control of the Company.

ITEM  13.  CERTAIN  RELATIONSHIPS   AND   RELATED  TRANSACTIONS,  AND  DIRECTOR
INDEPENDENCE

At  September 30, 2005, related party payables  represent  $267,955  due  to  a
Director and shareholder of the Company.

At September  30,  2006,  related party payables represent $1,672,456, $845,158
due to Vince Vellardita and $827,298 due to Richard Shintaku.

At September 30, 2007, related  party  payables  represent $1,950,288, $812,491
due to Vince Vellardita and $1,127,797 due to Richard  Shintaku and $10,000 due
to Frank O Donnell.

We believe that these transactions were advantageous to us and were on terms no
less  favorable  to  us than could have been obtained from  unaffiliated  third
parties.


<PAGE>		46

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by Moore and Associates, Certified Public Accountants
for professional services  rendered  for  the  audit  of  the  Company's annual
financial statements for the years ended September 30, 2007 and 2006 the review
of  the  financial  statements  included  in the Company's Forms 10-Q,  totaled
$25,000and $25,000 as follows:


                       2006        2007
                     --------    -------
Audit fees           $ 13,000    $13,000
Quarterly reviews    $ 12,000    $12,000
		     --------	 -------
Total                $ 25,000    $25,000



                                    PART IV



ITEM 15. EXHIBITS; FINANCIAL STATEMENT SCHEDULES

Ex. 3.1 Articles of Incorporation (Incorporated  by  reference to the Company's
Form 10SB filed with the Securities and Exchange Commission, File # 000-28416)

Ex. 3.2 Bylaws (Incorporated by reference to the Company's Form 10SB filed with
the Securities and Exchange Commission, File # 000-28416)

Ex. 3.3 Certificate of Amendment to Certificate of Incorporation  (Incorporated
by  reference  to the Company's Schedule Def 14A filed with the Securities  and
Exchange Commission on October 20, 2006).

Ex. 10.1 Production  Facility  Agreement dated February 2, 2007, between Valcom
Burbank Studios and Twelve Yard  Holdings,  Inc.  (Incorporated by reference to
the  Company's  Current  Report  on  Form 8-K, filed with  the  Securities  and
Exchange Commission on June 1, 2007).

Ex 10.2 Production Facility Agreement dated May 8, 2007, between Valcom Burbank
Studios  and  Lock  and  Key  Productions (Incorporated  by  reference  to  the
Company's Current Report on Form  8-K,  filed  with the Securities and Exchange
Commission on June 1, 2007).

Ex.  16.1  Letter  from former accountant, Armando  C.  Ibarra,  C.P.A.,  dated
February 12, 2007 (Incorporated by reference to the Company's Current Report on
Form 8-K, filed with  the  Securities  and  Exchange Commission on February 16,
2007).

Ex. 31.1 Certifications Pursuant to Section 906  of  the  Sarbanes-Oxley Act of
2002

Ex.  32.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley  Act  of
2002


<PAGE>		47



                                  SIGNATURES

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

Dated: October 15, 2008

VALCOM, INC., a Delaware Corporation


By: /s/  Vince Vellardita
   ----------------------
   Vince  Vellardita
   Chief  Executive  Officer (Principal
   Executive Officer) and Chief Financial
   Officer (Principal Accounting and
   Financial Officer)



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


SIGNATURE                          TITLE                         DATE
---------                          -----                         -----

By:  /s/ Vince  Vellardita    Chief Executive Officer,     October 15, 2008
    --------------------      Chairman  of  the  Board
    Vince  Vellardita

By:  /s/ Richard Shintaku     Director                 	   October 15, 2008
     --------------------
     Richard  Shintaku

By:  /s/ Frank O Donnell      Director                     October 15, 2008
     -------------------
     Frank O Donnell



<PAGE>		48