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, 2008




o 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
              incorporation or organization)
            (IRS Employer
              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 oNo 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 oNo 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 oNo 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 o
            Non-accelerated
      filer
              (Do
      not check if a smaller reporting company) oAccelerated filer
      o
            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 oNo x




Revenues
for year ended September 30, 2008: $953,209




Number of
shares of the registrant's common stock outstanding as of January 12, 2009 was
22,973,158










TABLE
OF CONTENTS




PAGEPART
    I
              2ITEM 1.
      BUSINESS
              2ITEM 1A. RISK
      FACTORS
              5ITEM 2.
      PROPERTIES
              7ITEM 3. LEGAL
      PROCEEDINGS
              7ITEM 4. SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              8PART
    II
              9ITEM 5. MARKET FOR
      REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS
      AND
                ISSUER
      PURCHASES OF EQUITY SECURITIES
              9ITEM 6. SELECTED
      FINANCIAL DATA
              13ITEM 7. MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
              13ITEM 7A.QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              16ITEM 8. FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              F-1ITEM 9. CHANGES IN
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
              17ITEM 9A.CONTROLS AND
      PROCEDURES
              17PART
    III
              19ITEM 10.DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              19ITEM
      11.EXECUTIVE COMPENSATION
              21ITEM 12.SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
              22ITEM 13.CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              22ITEM 14.PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              22PART IV
              23ITEM 15.EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              23SIGNATURES
              24















PART
I




ITEM
1. DESCRIPTION OF BUSINESS





VALCOM,
INC.'S CORPORATE STRUCTURE




As of
September 30, 2008, ValCom, Inc. had five subsidiaries:




1.
            Valencia
      Entertainment International, LLC;




2.
            Half
      Day Video, Inc;




3.
            ValCom
      Studios, Inc. (80% Equity
Interest);




4.
            New
      Zoo Revue LLC (50% Interest);




5.
            ValCom
      Broadcasting, LLC (45% Equity
Interest)




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 four
divisions:




1.
STUDIO RENTAL




ValCom's
business includes television production for network and syndication programming,
motion pictures, and real estate holdings. 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, BET Home Shopping
Network and Sullivan Studios. ValCom's Studio Division is composed of its studio
at 14375 Myerlake Circle, Clearwater, Florida which houses a state-of- the art
production studio, broadcast facilities, recording studios, production design
construction, animation and post-production. In July 2008, ValCom entered into a
letter of intent to acquire Chameleon Communications, a Florida based satellite
and production support services company and which will form the focus of the
production support and service operation in the future.  Corporate
offices are located at 2113A Indian Rocks Beach, Florida.




ValCom,
Inc. manages and operates the Tele-Production Center in Clearwater, Florida, an
area having more Television Networks than any other city in the United States.
This multi-million dollar state of the art facility in Clearwater, Florida, is a
33,000 square foot facility that sits on 5 1⁄2 acres and is a favorite of all
major film studios and television networks. It houses three sound stages, a
Broadcast Center and is continuously booked. ValCom offers several flexible
studio configuration options.  It offers digital control rooms and studios
that are perfectly suited for music video productions, commercials, television
programs, industrial and training productions, direct response, media and
satellite tours, webcasting events and videoconferencing.




2.
FILM PRODUCTION DIVISION




ValCom
has  a long history of TV and film production and continuously
develops projects for productions and considers proposals for co-production.
ValCom has developed and produced a number of live action series pilots and full
length feature film projects such as PCH (Pacific Coast Highway) and the 40
episode TV series AJ’s Time Travelers. Valcom has been commissioned to produce
pilots such as Truster for Fox, It also produces development pilots itself for
pitching to networks such as the New York based sitcom Fuhgedabowit and Lets Do
It Again featuring Frankie Avalon. With its integrated studio operation, studio
equipment and post production facility, ValCom has the opportunity to co-produce
by way of the provision of services with the opportunity to defer costs and also
to provide executive producer services to assist with development, planning,
financing and distribution.




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. The company did not
proceed with the production of the new feature film or series but in 2004, it
did complete a distribution agreement for the DVD with BCI Eclipse for 183
episodes of the New Zoo Revue library. Valcom has not realized significant
revenues from animation to date.




In
December 2008, Valcom signed a production and distribution agreement with XFC,
the mixed martial arts promoter for the editing and world-wide distribution of
13 one hour shows featuring live events promoted by XFC. XFC events are
currently attracting the largest audiences of any mixed martial arts events
promoted in the US. With its integrated studio operation, studio equipment and
post production facility, ValCom has the opportunity to co-produce by way of the
provision of services with the opportunity to defer costs and also to provide
executive producer services to assist with development, planning, financing and
distribution.




2





3.
LIVE THEATRE DIVISION




In 2006
Valcom produced a theater production called 'Headlights and Tailpipes' which was
unveiled at the Las Vegas Stardust hotel and ran until July 2006. The company is
did not produce any further Live Theatre projects in 2008




4.
TV STATIONS AND BROADCASTING




Through
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.




On August
1, 2008, ValCom signed a letter of intent to acquire 100% of Faith TV LLC, a
Christian TV network operating through 65 broadcast affiliates and through IPTV
networks. On December 15, 2008, Valcom closed the agreement for the 100%
purchase of Faith TV and has re-branded the network and launched it as “MyFamily
TV”, a new family focused TV network with plans to add significantly more
broadcast affiliates.




In
addition to leasing its sound stages, ValCom also owns a small library of
television content, which it distributes through Valencia Entertainment
International. On November 6, 2007, Valencia Entertainment signed an agreement
with Porchlight Distribution Inc. from Santa Monica Blvd., Los Angeles, for the
worldwide distribution of all 40 episodes of A.J.’s Time Travelers.




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.




The Company completed a reorganization
plan during 2008 in the period which following from ValCom filing a voluntary
chapter 11 bankruptcy petition on July 14, 2007 and when it obtained the status
of Debtor in Possession. During August 2008, the Company emerged from
bankruptcy.




The
background to the bankruptcy was that Valcom had 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. Valcom has reasserted its
claim against Laurus and Chicago Title for money damages based upon a
foreclosure conducted bythem.The case is set for trial on April 6,
2009.  No action or claim has been asserted against ValCom by these
defendants.




During
this time, Valcom completed a major re-organization of its operations and
prepared a new business plan that will allow the Company to grow through
acquisitions and internal growth. It is imperative that the Company continues to
grow its operational revenues. The Company has invested in new corporate
offices, new studio facilities and has assembled its management team and
operational infrastructure.




In July
2008, ValCom entered into a letter of intent to acquire Chameleon
Communications, a Florida based satellite and production support services
company and which will form the focus of the production support and service
operation in the future.




In August
2008, ValCom also signed a letter of intent to merge Valcom and America’s
Auction Network, a major 24 hour live TV auction network broadcasting nationwide
on Direct TV. Dish Network, Warner Cable and with live 24 hour web
casts.




In August
2008, Valcom also signed a letter of intent to acquire Satcom Scientific Inc, a
satellite engineering and services company based in Orlando
Florida.




On August
1, 2008, ValCom signed a letter of intent to acquire 100% of Faith TV LLC, a
Christian TV network operating through 65 broadcast affiliates and through IPTV
networks. On December 15, 2008, Valcom closed the agreement for the 100%
purchase of Faith TV and has rebranded the network and launched it as “MyFamily
TV”, a new family focused TV network with plans to add significantly more
broadcast affiliates.




3




In
December 2008, Valcom signed a production and distribution agreement with XFC,
the mixed martial arts promoter for the editing and world-wide distribution of
13 one hour shows featuring live events promoted by XFC.




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 four 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




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 shows including such shows as BET’s ‘Take the Cake’ which was
broadcast live 5 night a week from the studios Burbank facility. It has created
and broadcast interactive national and international television programs using
state-of-the-art computer technology, satellite communications, and advanced
telecommunications systems. The Company's management believes that it’s
experience in developing and delivering interactive television programs,will
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. ValCom is focusing on its core business and capitalizes on its
reputation in the film and TV business 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.




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:




MyFamily
TV




International
Class 41, Granted registration number 77631826 on December 12, 2008 to Valcom
Inc., 10 years.




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.




4


"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, 2008, 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.




ITEM
1A. RISK FACTORS




Risks
Associated with our Operations





We
will require additional funds to achieve our current business strategy and our
inability to obtain additional financing could cause us to cease our business
operations.





We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. However, at
this time, we cannot determine the amount of additional funding necessary to
implement such plan. We anticipate requiring additional funds in order to fully
implement our business plan to significantly expand our operations. We may not
be able to obtain financing if and when it is needed on terms we deem
acceptable. Our inability to obtain financing would have a material negative
effect on our ability to implement our acquisition strategy, and as a result,
could require us to diminish or suspend our acquisition strategy.




If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain product and service development programs. In
addition, such inability to obtain financing on reasonable terms could have a
material negative effect on our business, operating results, or financial
condition to such extent that we are forced to restructure, file for bankruptcy,
sell assets or cease operations, any of which could put your investment dollars
at significant risk.




5




It
is likely that additional shares of our stock will be issued in the normal
course of our business development, which will result in a dilutive effect on
our existing shareholders.





We will
issue additional stock as required to raise additional working capital in order
to secure intellectual properties, undertake company acquisitions, recruit and
retain an effective management team, compensate our officers and directors,
engage industry consultants and for other business development
activities.





If
we fail to adequately manage our growth, we may not be successful in growing our
business and becoming profitable.





We expect
our business and number of employees to grow over the next year. We expect that
our growth will place significant stress on our operation, management, employee
base and ability to meet capital requirements sufficient to support our growth
over the next 12 months. Any failure to address the needs of our growing
business successfully could have a negative impact on our chance of
success.





If
we acquire or invest in other businesses, we will face certain risks inherent in
such transactions.





We may
acquire, make investments in, or enter into strategic alliances or joint
ventures with, companies engaged in businesses that are similar or complementary
to ours. If we make such acquisitions or investments or enter into strategic
alliances, we will face certain risks inherent in such transactions. For
example, we could face difficulties in managing and integrating newly acquired
operations. Additionally, such transactions would divert management resources
and may result in the loss of artists or songwriters from our rosters. We cannot
assure you that if we make any future acquisitions, investments, strategic
alliances or joint ventures that they will be completed in a timely manner, that
they will be structured or financed in a way that will enhance our
creditworthiness or that they will meet our strategic objectives or otherwise be
successful. Failure to effectively manage any of these transactions could result
in material increases in costs or reductions in expected revenues, or
both.





“Penny
Stock” rules may make buying or selling our common stock difficult.





Trading
in our securities is subject to the “penny stock” rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends our securities to
persons other than prior customers and accredited investors, must, prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser’s written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both
the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker- dealers
by such requirements may discourage broker-dealers from effecting transactions
in our securities, which could severely limit the market price and liquidity of
our securities. Broker- dealers who sell penny stocks to certain types of
investors are required to comply with the Commission’s regulations concerning
the transfer of penny stocks. These regulations require broker-dealers
to:





§
            Make
      a suitability determination prior to selling a penny stock to the
      purchaser;§
            Receive
      the purchaser’s written consent to the transaction; and§
            Provide
      certain written disclosures to the
purchaser.





Risks
Associated with the Entertainment, Media and Communications
Industries





Competition
from providers of similar products and services could materially adversely
affect our revenues and financial condition.





The
industry in which we compete is a rapidly evolving, highly competitive and
fragmented market, which is based on consumer preferences and requires
substantial human and capital resources. We expect competition to intensify in
the future.  There can be no assurance that we will be able to compete
effectively.   We believe that the main competitive factors in
the entertainment, media and communications industries include
effective marketing and sales, brand recognition, product quality, product
placement and availability, niche marketing and segmentation and value
propositions. They also include benefits of one's company, product and
services, features and functionality, and cost. Many of our competitors are
established, profitable and have strong attributes in many, most or all of
these areas.   They may be able to leverage their existing relationships
to offer alternative products or services at more attractive pricing or
with better customer support. Other companies may also enter our markets
with better products or services, greater financial and human resources and/or
greater brand recognition. Competitors may continue to improve or expand current
products and introduce new products. We may be perceived as relatively too small
or untested to be awarded business relative to the competition. To be
competitive, we will have to invest significant resources in business
development, advertising and marketing.   We may also have to rely on
strategic partnerships for critical branding and relationship leverage, which
partnerships may or may not be available or sufficient. We cannot assure that it
will have sufficient resources to make these investments or that we will be able
to make the advances necessary to be competitive. Increased competition
may result in price reductions, reduced gross margin and loss of market
share. Failure to compete successfully against current or future competitors
could have a material adverse effect on the Company’s business, operating
results and financial condition.




6




The
speculative nature of the entertainment, media and communications industry may
result in our inability to produce products or services that receive sufficient
market acceptance for us to be successful.





Certain
segments of the entertainment, media and communications industry are highly
speculative and historically have involved a substantial degree of risk. For
example, the success of a particular film, program or recreational attraction
depends upon unpredictable and changing factors, including the success of
promotional efforts, the availability of alternative forms of entertainment and
leisure time activities, general economic conditions, public acceptance and
other tangible and intangible factors, many of which are beyond our control. If
we complete a business combination with a target business in such a segment, we
may be unable to produce products or services that receive sufficient market
acceptance for us to be successful.





Changes
in technology may reduce the demand for the products or services we may offer
following a business combination.





The
entertainment, media and communications industries are substantially affected by
rapid and significant changes in technology. These changes may reduce the demand
for certain existing services and technologies used in these industries or
render them obsolete. We cannot assure you that the technologies used by or
relied upon or produced by a target business with which we effect a business
combination will not be subject to such occurrence. While we may attempt to
adapt and apply the services provided by the target business to newer
technologies, we cannot assure you that we will have sufficient resources to
fund these changes or that these changes will ultimately prove
successful.





If
our products or services that we market and sell are not accepted by the public,
our profits may decline.





Certain
segments of the entertainment, media and communications industries are dependent
on developing and marketing new products and services that respond to
technological and competitive developments and changing customer needs and
tastes. We cannot assure you that the products and services of a target business
with which we effect a business combination will gain market acceptance. Any
significant delay or failure in developing new or enhanced technology, including
new product and service offerings, could result in a loss of actual or potential
market share and a decrease in revenues.





ITEM
2. PROPERTIES




ValCom's
Studio Division is composed of leased studio facility at 14375 Myerlake Circle,
Clearwater, Florida and its corporate office at 2113A Gulf Blvd, Indian Rocks
Beach , Florida, 33785. Valcom previously operated a studio facility at 2525
North Naomi Street, Burbank, California 91504 which it vacated in January 2008
during the Chapter 11 Bankruptcy.




ValCom
also holds a 1/3 equity interest in the real estate of 7.5 acres, 160,000 square
feet of commercial space without access.




ITEM
3 - LEGAL PROCEEDINGS




CHAPTER
11 BANKRUPTCY




ValCom
filed a voluntary chapter 11 bankruptcy petition on July 14, 2007 and obtained
the status of Debtor in Possession. Valcom had initiated a 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 that 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.




During
August 2008, the Company emerged from bankruptcy following approval of a plan of
re-organization by the United States Bankruptcy Court, Central District of
California on August 5, 2008.




7




Laurus
Master Fund and Chicago Title




Valcom
had initiated an action 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 that the attorney fees awarded to Laurus were
excessive.




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.




Valcom
has reasserted its claim against Laurus and Chicago Title for money damages
based upon a foreclosure conducted bythem. The case is set for trial on April 6, 2009.  No action or
claim has been asserted against ValCom by these defendants.




POW!
ENTERTAINMENT:




On August
23, 2007, Valcom 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 and this will not
now proceed.




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 filed on June 1, 2007 in the Superior Court of Los
Angeles, Santa Monica District alleging breach of contract, specific
performance, injunctive relief, declaratory relief, accounting and negligence.
In this matter, Valcom. is the plaintiff and sued the defendants for breach of
contract with respect to Valcom’s purchase of Brentwood
Magazine.  This matter is currently scheduled for a post-mediation
conference on February 4, 2009.  No trial date has been
set.




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




None.







8




PART
II




ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES




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
              
              
              HighYear to September 30
      2008First
      Quarter
              
              $
              0.03
              
              
              $
              0.29Second
      Quarter
              
              $
              0.03
              
              
              $
              0.10Third
      Quarter
              
              $
              0.04
              
              
              $
              0.09Fourth Quarter
              
              $
              0.08
              
              
              $
              0.22Year to September 30
      2007First Quarter
              
              $
              0.03
              
              
              $
              1.00Second Quarter
              
              $
              0.51
              
              
              $
              0.08Third
      Quarter
              
              $
              0.14
              
              
              $
              0.27Fourth Quarter
              
              $
              0.06
              
              
              $
              0.37Year to September
      2006First Quarter
              
              $
              0.06
              
              
              $
              0.21Second Quarter
              
              $
              0.06
              
              
              $
              0.20Third Quarter
              
              $
              0.06
              
              
              $
              0.20Fourth  Quarter
              
              $
              0.07
              
              
              $
              0.14








9




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, 2008, the Company had 22,776,099 shares of common stock
outstanding, with approximately 6.3m shares in the public float and
approximately 1435 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, 2008, 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.






10




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, 2008.




EQUITY
COMPENSATION PLAN INFORMATION.,








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










11




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.




On
September 15, 2008, the Company converted $1,669,729 in debt by issuing
1,669,729 shares of Series C Preferred Stock




(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.




During
the year ended September 30, 2008, the company issues 3,600,000 shares of common
stock in satisfaction of various debts. Total debts satisfied by the issuance of
the shared was approximately $ 180,000.




During
the year ended September 30, 2008, the company issues 2,205,000 shares of common
stock in satisfaction of various debts. Total debts satisfied by the issuance of
the shared was approximately $132,500.




During
the year ended September 30, 2008, the company issues 1,825,000 shares of common
stock in satisfaction of various debts. Total debts satisfied by the issuance of
the shared was approximately $206,615.




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.






12





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, 2008, 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.




STUDIO
DIVISION




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, BET Home
Shopping Network and Sullivan Studios. ValCom's Studio Division is composed of
its studio at 14375 Myerlake Circle, Clearwater, Florida which houses a
state-of- the art production studio, broadcast facilities, recording
studios,  production design construction, animation and
post-production. In July 2008, ValCom entered into a letter of intent to acquire
Chameleon Communications, a Florida based satellite and production support
services company and which will form the focus of the production support and
service operation in the future.




Corporate
offices are located at 2113A Indian Rocks Beach, Florida.




RENTAL
DIVISION




ValCom,
Inc. manages and operates the Tele-Production Center in Clearwater, Florida, an
area having more Television Networks than any other city in the United States.
This multi-million dollar state of the art facility in Clearwater, Florida, is a
33,000 square foot facility that sits on 5 1⁄2 acres and is a favorite of all
major film studios and television networks. It houses three sound stages, a
Broadcast Center and is continuously booked. ValCom offers several flexible
studio configuration options.  It offers digital control rooms and studios
that are perfectly suited for music video productions, commercials, television
programs, industrial and training productions, direct response, media and
satellite tours, webcasting events and videoconferencing.




13




TV
STATIONS AND BROADCASTING




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. On August 01st 2008,
ValCom signed a letter of intent to acquire 100% of Faith TV LLC, a Christian TV
network operating through 60 broadcast affiliates and through IPTV networks. On
December 15, 2008, Valcom closed the agreement for the 100% purchase of Faith TV
and has re-branded the network and launched it as “MyFamily TV”, a new family
focused TV network with plans to add significantly more broadcast
affiliates.




In
addition to leasing its sound stages, ValCom also owns a small library of
television content, which it distributes through Valencia Entertainment
International. On November 06th, 2007, Valencia
Entertainment signed an agreement with Porchlight Distribution Inc. from Santa
Monica Blvd., Los Angeles, for the worldwide distribution of all 40 episodes of
A.J.’s Time Travelers.




FILM
PRODUCTION DIVISION




ValCom
has  a long history of TV and film production and continuously
develops projects for productions and considers proposals for co-production.
ValCom has developed and produced a number of live action series pilots and full
length feature film projects such as PCH (Pacific Coast Highway) and the 40
episode TV series AJ’s Time Travelers. With its integrated studio operation,
studio equipment and post production facility, ValCom has the opportunity to
co-produce by way of the provision of services with the opportunity to defer
costs and also to provide executive producer services to assist with
development, planning, financing and distribution.




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.. The company did not
proceed with the production of the new feature film or series but in 2004, it
did complete a distribution agreement for the DVD with BCI Eclipse for 183
episodes of the New Zoo Revue library. Valcom has not realized significant
revenues from animation to date.




In
December 2008, Valcom signed a production and distribution agreement with XFC,
the mixed martial arts promoter for the editing and world-wide distribution of
13 one hour shows featuring live events promoted by XFC. XFC events are
currently attracting the largest audiences of any mixed martial arts events
promoted in the US.






14




RESULTS OF OPERATIONS




FISCAL
YEAR ENDED SEPTEMBER 30, 2008 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30,
2007




Revenues
for the year ended September 30, 2008 decreased by $726,027 or 43% from $
1,679,236 for the year ended September 30, 2007 to $953,209 for the same period
in 2008. The decrease in revenue was principally due to the re-organization of
operations due to the Chapter 11 bankruptcy.
  Production
costs for the year ended September 30, 2008 decreased by $36,917 or 85%% from
$43,300 for the year ended September 30, 2007 to $6,383 for the same period in
2008. The decrease in production costs was principally due to the
re-organization of operations.
  Selling
and promotion costs for the year ended September 30, 2008 increased by $5,296 or
76% from $6,998 for the same period in 2007 to $12,294 for the year ended
September 30, 2008. The increase was due principally to the re-organization of
operations.
  Depreciation
and amortization expense for the year ended September 30, 2008 was unchanged at
$25,340 compared to the year ended September 30, 2007
  General
and administrative expenses for the year ended September 30, 2008 decreased by
$2,236,409 or 64 % from $3,504,338 for the year ended September 30, 2007 to
$1,267,929 for the same period in 2008. The decrease was due principally to the
reorganization of operations.
  Interest
expense for the year ended September 30, 2008 decreased by $26,540 or 25% from
$105,625 for the year ended September 30, 2007 to $79,085 for the same period in
2008. The decrease was due principally to the re-organization of
operations.
  Due to
the factors described above, the Company's net loss decreased by $1,572,286 or
78 % from a net loss of $2,006,102 for the year ended September 30, 2007 to a
loss of $433,816 for the year ended September 30, 2008.
  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 $433,816 and a negative cash
flow from operations of $18,153 for the year ended September 30, 2008, and an
accumulated deficit of $17,733,106 at September 30, 2008. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Cash totaled $86,416 on September 30, 2008, compared to $5,926 at September 30,
2007. During the fiscal year 2008, net cash used by operating activities totaled
$18,153 compared to $856,677 for the year ended September 30, 2007. 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 2008 totaled $98,643. Net cash used by investing
activities during fiscal year 2008 totaled $0 with no purchase of fixed assets
or increased expenditures for the purchase of equipment.
  The above
cash flow activities yielded a net cash increase of $80,490 during fiscal year
2008 compared to a net cash decrease of $65,686 during the year ended September
30, 2007.
  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' equity increased to
$53,091 in fiscal year 2008. Additional paid in capital increased by $2,696,575
in fiscal year ended September 30, 2008.






15




INTERNAL
AND EXTERNAL SOURCES OF LIQUIDITY




During
the last fiscal year, the Company financed its operations with cash from its
operating activities and private offerings of its securities to directors of the
Company. On September 15, 2008, the Company converted $1,669,729 in debt by
issuing 1,669,729 shares of Series C Preferred Stock




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 $5,000,000. 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.




ITEM 7A QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK




Not
applicable.




16





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 consolidated balance sheets of Valcom, Inc. as of
September 30, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years then ended. These
consolidated 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Valcom, Inc. as of September
30, 2008 and 2007, and the related consolidated statements of operations,
stockholders’ equity and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated 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 incurred significant annual losses,
which have resulted in an accumulated deficit of $17,733,106 at September 30,
2008, 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
 January
10, 2009
 
 6490 West Desert Inn Road,
Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
  F-1




VALCOM,
INC.


Balance
Sheets
  ASSETS


September
      30,
              
              
              September
      30,2008
              
              
              2007CURRENT
      ASSETSCash
              
              $
              86,416
              
              
              $
              5,926Accounts
      receivable, net
              
              
              -
              
              
              
              173,328Prepaid
      expense
              
              
              24,434
              
              
              
              -Total
      Current Assets
              
              
              110,850
              
              
              
              179,254FIXED
      ASSETS, net
              
              
              76,020
              
              
              
              101,360OTHER
      ASSETSDeposits
              
              
              -
              
              
              
              158,853Other
      assets
              
              
              1,000,000
              
              
              
              1,000,000Total
      Other Assets
              
              
              1,000,000
              
              
              
              1,158,853TOTAL
      ASSETS
              
              $
              1,186,870
              
              
              $
              1,439,467LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              468,364
              
              
              $
              906,974Accrued
      interest payable
              
              
              166,061
              
              
              
              163,790Due
      to related parties
              
              
              86,181
              
              
              
              1,950,288Notes
      payable
              
              
              412,173
              
              
              
              641,153Total
      Current Liabilities
              
              
              1,132,779
              
              
              
              3,662,205LONG-TERM
      LIABILITIESNotes
      payable
              
              
              -
              
              
              
              -Total
      Long-Term Liabilities
              
              
              -
              
              
              
              -TOTAL
      LIABILITIES
              
              
              1,132,779
              
              
              
              3,662,205STOCKHOLDERS'
      EQUITY (DEFICIT)Series
      B Preferred stock, 1,000,000 shares authorized at parvalue
      of $0.001, 38,000 shares issued and outstanding
              
              
              38
              
              
              
              38Series
      C Preferred stock, 25,000,000 shares authorized at parvalue
      of $0.001, 9,591,666 and 7,921,666 shares issued and
              
              
              9,591
              
              
              
              7,921outstanding,
      respectivelyCommon
      stock, 250,000,000 shares authorized at par valueof
      $0.001, 22,776,099 and  10,376,099 sharesissued
      and outstanding, respectively
              
              
              22,776
              
              
              
              10,376Treasury
      stock, 35,000 shares
              
              
              (23,522
              )
              
              
              (23,522
              )Additional
      paid-in capital
              
              
              17,778,314
              
              
              
              15,081,739Accumulated
      deficit
              
              
              (17,733,106
              )
              
              
              (17,299,290
              )Total
      Stockholders' Equity (Deficit)
              
              
              54,091
              
              
              
              (2,222,738
              )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
              
              $
              1,186,870
              
              
              $
              1,439,467




The
accompanying notes are an integral part of these financial
statements.
  F-2
  VALCOM,
INC.
 Statements
of Operations


For
      the Year EndedSeptember
      30,2008
              
              
              2007REVENUES
              
              $
              953,209
              
              
              $
              1,679,236COST
      OF GOODS SOLD
              
              
              6,383
              
              
              
              43,300GROSS
      MARGIN
              
              
              946,826
              
              
              
              1,635,936OPERATING
      EXPENSESAdvertising
      and marketing
              
              
              12,294
              
              
              
              6,998Depreciation
      expense
              
              
              25,340
              
              
              
              25,340General
      and administrative
              
              
              1,267,929
              
              
              
              3,504,338Total
      Operating Expenses
              
              
              1,305,563
              
              
              
              3,536,676LOSS
      FROM OPERATIONS
              
              
              (358,737
              )
              
              
              (1,900,740
              )OTHER
      INCOME (EXPENSE)Interest
      expense
              
              
              (79,085
              )
              
              
              (105,625
              )Other
      income
              
              
              4,006
              
              
              
              263TOTAL
      OTHER INCOME (EXPENSE)
              
              
              (75,079
              )
              
              
              (105,362
              )LOSS
      BEFORE INCOME TAXES
              
              
              (433,816
              )
              
              
              (2,006,102
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (433,816
              )
              
              $
              (2,006,102
              )BASIC
      LOSS PER SHARE
              
              $
              (0.03
              )
              
              $
              (0.30
              )WEIGHTED
      AVERAGE NUMBEROF SHARES OUTSTANDING
              
              
              15,827,349
              
              
              
              6,777,997




The
accompanying notes are a integral part of these financials
statements.
  F-3




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


Series
      B
                Preferred
      Stock
              
              Series
      C
                Preferred
      Stock
              
              Common
      Stock
              
              Treasury
              
              AdditionalPaid-In
              
              Accumulated
              
              TotalStockholders'EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Shares
              
              Amount
              
              Stock
              
              Capital
              
              Deficit
              
              (Deficit)Balance,
      September 30, 2006
              38,000
              
              $
              38
              
              9,267,416
              
              $
              9,267
              
              4,265,603
              
              $
              4,266
              
              $
              (23,522)
              
              $
              14,097,995
              
              $
              (15,293,188)
              
              $
              (1,205,144)Common
      stock issued forcash
              -
              
              
              -
              
              -
              
              
              -
              
              770,725
              
              
              771
              
              
              -
              
              
              130,715
              
              
              -
              
              
              131,486Common
      stock issued forservices
              -
              
              
              -
              
              -
              
              
              -
              
              2,561,283
              
              
              2,561
              
              
              -
              
              
              185,447
              
              
              -
              
              
              188,008Common
      stock issued fordebt
              -
              
              
              -
              
              -
              
              
              -
              
              2,711,200
              
              
              2,711
              
              
              -
              
              
              666,303
              
              
              -
              
              
              669,014Preferred
      stock conversion
              -
              
              
              -
              
              (1,345,750)
              
              
              (1,346)
              
              67,288
              
              
              67
              
              
              -
              
              
              1,279
              
              
              -
              
              
              -Net
      loss for the yearended
      September 30, 2007
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,006,102)
              
              
              (2,006,102)Balance,
      September 30, 2007
              38,000
              
              
              38
              
              7,921,666
              
              
              7,921
              
              10,376,099
              
              
              10,376
              
              
              (23,522)
              
              
              15,081,739
              
              
              (17,299,290)
              
              
              (2,222,738)Common
      stock issued forservices
              -
              
              
              -
              
              -
              
              
              -
              
              7,630,000
              
              
              7,630
              
              
              -
              
              
              511,285
              
              
              -
              
              
              518,915Preferred
      stock issued fordebt
              -
              
              
              -
              
              1,670,000
              
              
              1,670
              
              -
              
              
              -
              
              
              -
              
              
              1,668,060
              
              
              -
              
              
              1,669,730Common
      stock issued fordebt
              -
              
              
              -
              
              -
              
              
              -
              
              250,000
              
              
              250
              
              
              -
              
              
              19,750
              
              
              -
              
              
              20,000Common
      stock issued forcash
              -
              
              
              -
              
              -
              
              
              -
              
              4,520,000
              
              
              4,520
              
              
              -
              
              
              497,480
              
              
              -
              
              
              502,000Net
      loss for the yearended
      September 30, 2008
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (433,816)
              
              
              (433,816)Balance,
      September 30, 2008
              38,000
              
              $
              38
              
              9,591,666
              
              $
              9,591
              
              22,776,099
              
              $
              22,776
              
              $
              (23,522)
              
              $
              17,778,314
              
              $
              (17,733,106)
              
              $
              54,091
  The
accompanying notes are an integral part of these financial
statements.
  F-4




VALCOM,
INC.
 Statements
of Cash Flows


For
      the Year EndedSeptember
      30,2008
                
                
                2007OPERATING
      ACTIVITIESNet
      loss
                
                $
                (433,816
                )
                
                $
                (2,006,102
                )Adjustments
      to reconcile net loss tonet cash used by operating activities:Depreciation
      expense
                
                
                25,340
                
                
                
                25,340Common
      stock issued for services
                
                
                518,915
                
                
                
                188,008Impairment
      of asset
                
                
                -
                
                
                
                -Changes
      in operating assets and liabilities(Increase)
      decrease in accounts receivable
                
                
                173,328
                
                
                
                22,921(Increase)
      decrease in prepaid expenses
                
                
                (24,434
                )
                
                
                -Increase
      (decrease) in accrued interest payable
                
                
                2,271
                
                
                
                815,580Increase
      (decrease) in accounts payable
                
                
                (438,610
                )
                
                
                95,618(Increase)
      decrease in deposits
                
                
                158,853
                
                
                
                1,958Net
      Cash Used in Operating Activities
                
                
                (18,153
                )
                
                
                (856,677
                )INVESTING
      ACTIVITIESProceeds
      from sale of equipment
                
                
                -
                
                
                
                -Purchase
      of property and equipment
                
                
                -
                
                
                
                -Net
      Cash Used in Investing Activities
                
                
                -
                
                
                
                -FINANCING
      ACTIVITIESProceeds
      from preferred and common stock
                
                
                502,000
                
                
                
                131,486Repayment
      of notes payable
                
                
                (403,357
                )
                
                
                -Proceeds
      from note payable
                
                
                -
                
                
                
                296,673Proceeds
      from related party payable
                
                
                -
                
                
                
                362,832Net
      Cash Provided by Financing Activities
                
                
                98,643
                
                
                
                790,991NET
      DECREASE IN CASH
                
                
                80,490
                
                
                
                (65,686
                )CASH
      AT BEGINNING OF YEAR
                
                
                5,926
                
                
                
                71,612CASH
      AT END OF YEAR
                
                $
                86,416
                
                
                $
                5,926SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                
                $
                -
                
                
                $
                10,007Income
      Taxes
                
                $
                -
                
                
                $
                -NON
      CASH FINANCING ACTIVITIES:Common
      stock issued for debt
                
                $
                -
                
                
                $
                669,014
  The
accompanying notes are an integral part of these financial
statements.
  F-5
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 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, 2008 and 2007.
 
 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, 2008 and
2007.
 
 e.
RECLASSIFICATIONS
 
 Certain
amounts from prior periods have been reclassified to conform to the current year
presentation.
  F-6
 
 VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 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
yearsBuilding
      Improvements
              39
yearsProduction
      Equipment
              5 yearsOffice Furniture and
      Equipment
              5 to 7
    yearsLeasehold
      Improvements
              5 yearsAutos 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, 2008 and 2007, 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, 2008.
  F-7
 
 VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 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, 2008.
 
 m. RECENT
ACCOUNTING PRONOUNCEMENTS
  In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The Company does
believe that FSP EITF 03-6-1 would have material effect on its consolidated
financial position.
  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.
  F-8
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  m. RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
  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 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.
  F-9
 
 VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  m. RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
  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 adopted SFAS No. 159 beginning March
1, 2008. It is not
believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.
 
 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 adopted 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, 2008 and 2007 an allowance for doubtful receivables $256,191 and
$1,071,874, respectively, 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
      30,2008
                  
                  
                  2008NET LOSS
                  
                  $
                  (433,816
                  )
                  
                  $
                  (2,006,102
                  )BASIC LOSS PER
      COMMON SHARE
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.30
                  )BASIC
      WEIGHTED AVERAGENUMBER OF SHARES
      OUTSTANDING
                  
                  
                  15,827,349
                  
                  
                  
                  6,777,997
  F-10
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  o. BASIC
LOSS PER SHARE (Continued)
  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, 2008 and 2007, respectively,
because they would have been anti-dilutive.
  p.
ADVERTISING AND MARKETING
 
 The
Company expenses advertising costs in the period in which they are incurred.
Advertising and marketing expense was $12,294 and $6,998 for the years ended
September 30, 2008 and 2007, respectively.
 
 NOTE 3.
PROPERTY AND EQUIPMENT
 
 Property
and equipment consists of the following at September 30:
  2008
              
              
              2007Building
      Improvements
              
              $
              4,500
              
              
              $
              4,500Production
      Equipment
              
              
              723,094
              
              
              
              723,094Leasehold
      Improvements
              
              
              62,677
              
              
              
              62,677Autos and
      Trucks
              
              
              33,971
              
              
              
              33,971Office Furniture and
      Equipment
              
              
              48,421
              
              
              
              48,421Video
      Equipment
              
              
              181,877
              
              
              
              181,8771,054,540
              
              
              
              1,054,540Less: accumulated
      depreciation
              
              
              (431,452
              )
              
              
              (406,112
              )impairment
      allowance
              
              
              (547,068
              )
              
              
              (547,068
              )Net book
    value
              
              $
              76,020
              
              
              $
              101,360
  Depreciation
expense for the years ended September 30, 2008 and 2007 was $25,340 and $25,340,
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. $301,480 in notes were
converted during years ended September 30, 2008 and 2007 into 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
$157,173 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
$166,061 is payable as of September 30, 2008.
  Convertible notes
      payable
              
              $
              115,000Judgments
      payable
              
              
              140,000Notes
    payable
              
              
              157,173Total
              
              $
              412,173
  F-11
 
 VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE 5.
RELATED PARTY TRANSACTIONS
 
 At
September 30, 2008, related party payables represent $86,181 payable to
Directors and Shareholders of the Company. At September 30, 2007, related party
payables represent $1,950,288 payable to the President of the Company and
Directors for various advances to the Company. The advances are non interest
bearing and due upon demand. During the year ended September 30, 2008,
$1,669,730 of the related party payables were converted to 1,670,000 shares of
the Company’s convertible preferred  stock.
 
 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.
 
 At
September 30, 2007, the Company had 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, 2008.  At September 30, 2008, the Company had
approximately  $16,600,233 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, 2008 consist primarily of the tax effect
of  net  operating   loss   carry-forwards,  which  amounted  to  approximately
$6,640,093. 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, 2008 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,
      2008
              
              
              September 30,
      2007Tax 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
              
              $
              -
              
              
              $
              -
  F-12
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
  NOTE 7.
INCOME TAXES (CONTINUED)
 
 The
components of the net deferred tax asset are summarized below:
 September 30,
      2008
                
                
                September 30,
      2007Deferred tax
      assetNet operating
      losses
                
                $
                6,640,093
                
                
                $
                6,674,133Less: valuation
      allowance
                
                
                (6,640,093
                )
                
                
                (6,674,133
                )$
                -0-
                
                
                $
                -0-
 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, 2008 and 2007 were $89,557 and $94,454, 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, 2008 and 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 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, 2008.
 
 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, 2008.
  F-13
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
  NOTE 9.
STOCK ACTIVITY (CONTINUED)
 
 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 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.
 
 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
  F-14
  VALCOM,
INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008 AND 2007
 
 NOTE 11.
BANKRUPTCY FILING (CONTINUED)
 
 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. However, the Directors and
President of the company elected to convert their debt of $1,670,000 to
Preferred Convertible Stock rather than issue approximately 33,400,000 shares of
common stock as contemplated in the Plan.
 
 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 $17,733,106 at
September 30, 2008 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.




F-15




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, 2008.  Based upon that evaluation, the
Company’s CEO /CFO concluded that the Company’s disclosure controls and
procedures are 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:


−
            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, 2008. 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.
  17
  Based on
its assessment, management concluded that, as of September 30, 2008, the
Company’s internal control over financial reporting is 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 year that have
materially affected, or are likely to materially affect, the Company’s internal
control over financial reporting.












18




PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERSAND CORPORATE
GOVERNANCE




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
            
            SinceVince
      Vellardita
            
            50
            
            CEO/CFO/President/Chairman
      of the Board
            
            2000Richard
      Shintaku
            
            66
            
            Director
            
            2003Frank O
      Donnell
            
            58
            
            Director
            
            2006




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 for Las Vegas 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'.




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 nation’s 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. From 1996 to 2004, Mr.
O’Donnell was the founder and President of Evolve Products, Inc.  From
1986 to 1995, he was the founder and Vice President of Universal Electronics,
Inc. and from 1979 to 1986, he was the founder and President of Cable Business
Associates, Inc.  Further, he previously managed the custom designs
for Time Warner Cable and Comcast (AT&T/TCI) universal remote controls.




19




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, 2008, and Forms 5 and amendments thereto furnished to us
with respect to the fiscal year ended September 30, 2008, we do not believe that
during the year ended September 30, 2008, our executive officers, directors and
all persons who own more than ten percent of a registered class of our equity
securities have complied 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.




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-K for the fiscal year ended September 30,
2008 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-K for the fiscal year ended September 30, 2008 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
2008, the Board of Directors met and/or executed unanimous written consents of
the Board of Directors 6 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.






20


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.




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, 2008, 2007 and 2006 to our
Chief Executive Officer and our four most highly compensated officers other than
the Chief Executive Officer at September 30, 2008.










Name &
      Position
            
            Year
            
            Salary
            
            
            Bonus
            
            
            Other
            
            
            Restricted
              Stock
            
            
            Options
            
            
            LTIP
            
            
            All
      OtherVincent
      Vellardita,
            
            2008
            
            $
            0
            
            
            0.000
            
            
            0
            
            
            
            0
            
            
            0
            
            
            0
            
            
            0CEO
            
            2007
            
            $
            0
            
            
            0.000
            
            
            0
            
            
            
            0
            
            
            0
            
            
            0
            
            
            02006
            
            $
            0
            
            
            0.000
            
            
            0
            
            
            
            140,400
            
            
            0
            
            
            0
            
            
            0




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


None




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


None.




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.




21




ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHODLER MATTERS




The
following table sets forth information as to the shares of our common stock
beneficially owned as of September 30, 2008 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.




Title
      of
              Class
            
            Name
and
              Address
      of
              BeneficialOwner
            
            Amount and
              Nature of
              BeneficialOwner
      (1)
            
            
            Percent(2)
              of
    ClassCommon
            
            Vince
      Vellardita
            
            
            4,500,000
            
            
            
            19.8
            %(CEO, CFO,
      Chairman)Common
            
            Richard
      Shintaku
            
            
            4,500,000
            
            
            
            19.8
            %(Director)Common
            
            Frank
      O’Donnell
            
            
            750,000
            
            
            
            3.3
            %Common
            
            All Officers and
      Directors
      as a Group
            
            
            9,750,000
            
            
            
            42.9
            %(Three [3]
      individuals)




*Less
than one percent.


(1)
            The
      number and percentage of shares beneficially owned is determined in
      accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
      amended, and the information is not necessarily indicative of beneficial
      ownership for any other purpose. Under such rule, beneficial ownership
      includes any shares as to which the selling stockholder has sole or shared
      voting power or investment power and also any shares, which the selling
      stockholder has the right to acquire within 60 days.  "Shares
      Beneficially Owned After the Offering" assumes the sale of all of the
      common shares offered by this prospectus and no other purchases or sales
      of our common shares by the selling
  stockholders.





(2)
            Based
      upon 22,776,099 share of common stock issued and outstanding as of
      September 30, 2008.




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, 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.




At
September 30 2008, related party payables represent $86,181 due to Directors of
the company.




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.




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, 2008 and 2007 and the review of the
financial statements included in the Company's Forms 10-Q, totaled as follows:




2007
            
            
            2008Audit
      fees
            
            $
            13,000
            
            
            $
            13,000Quarterly
      reviews
            
            $
            12,000
            
            
            $
            12,000Total
            
            $
            25,000
            
            
            $
            25,000






22




PART
IV




ITEM
15. EXHIBITS; FINANCIAL STATEMENT SCHEDULES




Ex. 2.1
Second Amended Plan of Reorganization (Incorporated by reference to the
Company’s current report on Form 8-K as filed with the Securities and Exchange
Commission on August 15, 2008).




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
Form of Convertible Debenture dated November 25, 2008, by and between Valcom,
Inc. and Able Income Fund LLC (Incorporated by reference to the Company’s
current report on Form 8-K as filed with the Securities and Exchange Commission
on December 1, 2008)




Ex. 10.2
Form of Guaranty dated November 25, 2008, by and between Valcom, Inc. and Able
Income Fund LLC (Incorporated by reference to the Company’s current report on
Form 8-K as filed with the Securities and Exchange Commission on December 1,
2008)




Ex. 10.3
Form of Pledge Agreement dated November 25, 2008, by and between Valcom, Inc.
and Able Income Fund LLC (Incorporated by reference to the Company’s current
report on Form 8-K as filed with the Securities and Exchange Commission on
December 1, 2008)




Ex. 10.4
Form of Warrant dated November 25, 2008, by and between Valcom, Inc. and Able
Income Fund LLC (Incorporated by reference to the Company’s current report on
Form 8-K as filed with the Securities and Exchange Commission on December 1,
2008)




Ex. 16.1
Letter from Kempisty & Company, dated August 19, 2008 (Incorporated by
reference to the Company’s current report on Form 8-K as filed with the
Securities and Exchange Commission on August 20, 2008)




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




Ex. 99.1
Order Confirming Second Amended Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, entered on August 5, 2008 (Incorporated by reference to the
Company’s current report on Form 8-K as filed with the Securities and Exchange
Commission on August 15, 2008).







23


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:
January 13, 2009




VALCOM, INC., a Delaware
      CorporationBy:
              /s/
      Vince
      VellarditaVince
      Vellardita

                Chief
      Executive Officer
                (PrincipalExecutive
      Officer)
                andChief
      FinancialOfficer
      (Principal
                Accounting
      andFinancial
      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
            DATEBy:  /s/
      Vince Vellardita
            Chief Executive
      Officer,
      Chairman  of  the  Board
            January 13,
      2009Vince VellarditaBy:  /s/ Richard
      Shintaku
            Director
            January 13,
      2009Richard
      ShintakuBy: /s/ Frank O
      Donnell
            Director
            January 13,
      2009Frank O
      Donnell








24