UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                FORM 10-KSB/A-2

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006

           SECURITIES AND EXCHANGE COMMISSION FILE NUMBER 000-28416

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


          Delaware                                           58-1700840
--------------------------------                      -----------------------
(State or other jurisdiction of                        (I.R.S.  Employer
incorporation  or  organization)                      Identification  Number)


            2113A Gulf Boulevard, Indian Rocks Beach, Florida 33785
	    -------------------------------------------------------
              (Address of Principal executive offices) (Zip Code)
	      ---------------------------------------------------
                               (727) 953 - 9778
			       ----------------
                          (Issuer's Telephone Number)
			  ---------------------------

              2525 North Naomi Street, Burbank, California 91504
	      --------------------------------------------------
           (Former Address of Principal executive offices) (Zip Code)
	   ----------------------------------------------------------
                                (818) 848-5800
				--------------
                          (Issuer's telephone number)
			  ---------------------------
              920 South Commerce Street, Las Vegas, Nevada 89106
	      --------------------------------------------------
           (Former address of principal executive offices) (zip Code)
	   ----------------------------------------------------------

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

COMMON STOCK, PAR VALUE $0.001 AND PREFERRED STOCK, PAR VALUE $0.001

Check  whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d)  of  the  Exchange  Act during the preceding 12 months (or for such
shorter period that the issuer was  required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. [ ] YES [ ] NO

Check if disclosure of delinquent filers  in response to Item 405 of Regulation
S-B is not contained in this form, and will  not  be  contained, to the best of
the   issuer's  knowledge,  in  definitive  proxy  or  information   statements
incorporated  by  reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

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

Issuer's revenues for its most current fiscal year: $1,679,236

Number of common shares  outstanding  as  of  September  11,  2008 at $.001 par
value:

22,774,349shares.

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format: [ ] YES [X] NO






EXPLANATORY NOTE

     We are filing this Amendment No. 2 on Form 10-KSB/A to our  Annual  Report
on  Form  10-KSB  for  the  fiscal year ended September 30, 2006, as originally
filed with the Securities and  Exchange  Commission  (the "Commission") on July
31, 2007 (the "Original Filing"), and amended on August  1,  2007  (the  "First
Amendment") for the purpose of including audited financial information.

     This  Amendment No. 2 does not change any of the information contained  in
the Original  Filing or the First Amendment.  This Amendment No. 2 continues to
speak as of the  date of the Original Filing and we have not updated or amended
the disclosures contained  therein  to  reflect events that have occurred since
the date of the Original Filing.  Accordingly,  this  Amendment  No.2 should be
read in conjunction with our filings made with the Commission subsequent to the
date of the Original Filing.










ITEM 6. 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, 2006, ValCom, Inc. operations were comprised of the
following divisions:

1. Studio Division

2. Rental Division

3. Broadcast Television

4. Film and Television Production; and Animation Division.

5. Live Theater

RENTAL

ValCom's  business  includes  television production for network and syndication
programming, motion pictures, and  real  estate  holdings,  however, revenue is
primarily  generated  through  the  lease  of the sound stages and  production.
ValCom's past and present clients in addition  to  Paramount  Pictures  and Don
Belisarious Productions, include Warner Brothers, Universal Studios, MGM,  HBO,
NBC,  20th  Century  Fox,  Disney, CBS, Sony, Showtime, and the USA Network. In
addition to leasing its sound  stages,  ValCom  also  owns  a  small library of
television content, which is ready for worldwide distribution and several major
television  series in advanced stages of development. ValCom's Studio  Division
is composed of  two properties: 920 South Commerce which is leased and 41 North
Mojave which ValCom  has  1/3  equity  in the real estate of 7.5 acres, 160,000
square feet of commercial space, giving  ValCom a total of 9 sound stages and a
recording studio. Corporate offices are located  at  the Commerce Studios which
houses  a state-of-the art production studio, broadcast  facilities,  recording
studios, production design construction, animation and post-production.

TELEVISION, FILM, & ANIMATION PRODUCTION

Jeff Franklin,  Executive  Producer of "Funny Money" and founder of FWE Picture
Company began his entertainment  career  in  the  music  industry  managing the
careers of music icons George Clinton and Marvin Gaye. Franklin recently  began
working  with  Stan  Lee  on two new pictures, including "Light Speed" and "The
Harpy."  Cumulatively, theatrical  features  that  Franklin  has  produced  and
executive  produced,  such  as "Casper," "Kull-The Conqueror," "Cold Around the
Heart," "Stuart Little" and "Stuart  Little  2,"  have grossed over one billion
dollars.  Franklin  has  also  produced  many television  series,  as  well  as
producing on and off-Broadway.

Stan Lee, chairman and chief creative officer  of  POW!,  is  the  creator  and
inventor  of  the  modern  superhero. A prolific author, Lee revolutionized the
comic   book  industry  by  creating   compelling   characters   who,   despite
extraordinary  powers  and  talents, are nonetheless plagued by the same doubts
and difficulties experienced  by  ordinary  people.  Some  of his most enduring
characters,  like  Spider-Man{trademark},  The  Hulk{trademark},   and  the  X-
Men{trademark}, have spun off into television programs and feature films.

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.  ValCom  shall
contribute  all  funding required for the development of the above to a maximum
of $1,000,000 and O Atlas shall contribute an exclusive ten (10) year worldwide
license in and to  all  rights,  music and characters as its equal contribution
towards Capital. The net profit after  all  expenses  will be shared equally by
ValCom Inc. and O Atlas. New Zoo Review LLC is expected  to generate revenue by
2005 and expected to grow based on our ability to sell the TV Series of New Zoo
Revue.

CHANNEL 8 IN PALM SPRINGS, CALIFORNIA

In connection with our joint venture with New Global Communications,  Inc.,  we
own  a  45%  equity  interest  in  ValCom Broadcasting, LLC, a New York limited
liability company, which operates KVPS  (Channel  8), an independent television
broadcaster in the Palm Springs, California market.

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

RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPT. 30, 2006 COMPARED TO FISCAL YEAR ENDED SEP. 30, 2005

Revenues  for the year ended September 30,  2006  increased  by  $843,842  from
$930,108 for the same period in 2005 to $1,773,950 for the year ended September
30, 2006. The increase in revenue was principally due to increase in production
revenue.

Production costs for the year ended September 30, 2006 decreased by $149,235 or
34.70% from  $430,082 for the year ended September 30, 2005 to $280,847 for the
same period in  2006.  The  decrease in production costs was principally due to
increased control over such costs by management.

Selling and promotion costs for  the year ended September 30, 2006 increased by
$242,047 or 679.05% from $35,645 for  the  same  period in 2005 to $277,692 for
the  year  ended  September  30,  2006.  The increase was  due  principally  to
production increases, requisitions and acquisitions of new entities.

Depreciation and amortization expense for  the  year  ended  September 30, 2006
decreased  by $11,989 or 13.03% from $92,001 for the year ended  September  30,
2005 to $80,012  for  the same period in 2006. The decrease in depreciation and
amortization expense was due to ending of asset cycle.

General and administrative  expenses  for  the  year  ended  September 30, 2006
increased by $3,727,476 or 160.88% from $2,316,890 for the year ended September
30,  2005  to  $6,044,366  for  the same period in 2006. The increase  was  due
principally to increased production.

Interest expense for the year ended  September 30, 2006 increased by $18,766 or
36.4% from $51,562 for the year ended  September  30,  2005  to $70,328 for the
same  period  in 2006. The increase was due principally to new acquisitions  of
the Burbank Studios.

Due to the factors  described  above,  the  Company's  net  loss  increased  by
$3,127,817  or  171.86%  from  a  net  loss  of  $1,820,021  for the year ended
September  30,  2005 to a loss of $4,947,838 for the year ended  September  30,
2006.

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 $4,947,838 and
a negative cash flow from operations of $1,071,929 for the year ended September
30,  2006, and an accumulated deficit of $15,293,188  at  September  30,  2006.
These  conditions  raise  substantial  doubt  about  the  Company's  ability to
continue  as  a  going  concern.  Cash  totaled  $71,612 on September 30, 2006,
compared to $276,280 at September 30, 2005. During  the  fiscal  year 2006, net
cash  used  by  operating activities totaled $1,071,929 compared to a  negative
cash flow of $287,110  for  the  year  ended  September 30, 2005. 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 2006 totaled $1,404,501. Net  cash used by investing
activities  during fiscal year 2006 totaled $ 537,240 from  purchase  of  fixed
assets and increased expenditures for the purchase of equipment.

The above cash  flow  activities yielded a net cash decrease of $204,668 during
fiscal year 2006 compared  to  a  increase  of  $254,812  during the year ended
September 30, 2005.

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
decreased  to  $(1,205,144)  in  fiscal  year  2006. Additional paid in capital
increased to $14,016,949 in fiscal year ended September 30, 2006.

                  INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

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

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

                          FUTURE FUNDING REQUIREMENTS

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

financing, if available,  will  require  payment  of  interest  and may involve
restrictive   covenants   that   could  impose  limitations  on  the  operating
flexibility  of  the  Company. The Company's  failure  to  successfully  obtain
additional future funding  may  jeopardize its ability to continue its business
and operations.


ITEM 7. FINANCIAL STATEMENTS AND SUMMARY FINANCIAL 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 sheet of Valcom, Inc. as
of September  30,  2006, and the related consolidated statements of operations,
stockholders' equity  and  cash  flows for the year then ended. These financial
statements  are  the  responsibility   of   the   Company's   management.   Our
responsibility is to express an opinion on these financial statements  based on
our  audits.  The  consolidated  financial  statements  of  Valcom,  Inc. as of
September 30, 2005 and 2004 were audited by other auditors whose reports  dated
December 16, 2005, expressed an unqualified opinion on those statements.

We  conduct  our  audits  in  accordance  with  standards of the Public Company
Accounting Oversight Board (United States).  Those  standards  require  that we
plan  and  perform the audits to obtain reasonable assurance about whether  the
financial statements  are  free  of  material  misstatement.  An audit includes
examining, on a test basis, evidence supporting  the amounts and disclosures in
the  financial  statements.  An audit also includes  assessing  the  accounting
principles used and  significant  estimates  made  by  management,  as  well as
evaluating  the overall financial statement presentation.  We believe that  our
audits provide a reasonable basis for our opinion.

In our opinion,  the  financial statements referred to above present fairly, in
all material respects,  the  financial position of Valcom, Inc. as of September
30, 2006, and the related consolidated  statements of operations, stockholders'
equity and cash flows for the year 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 $15,293,188 at September 30,
2006, 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

September 17, 2008



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






Armando C. Ibarra, C.P.A.

Members of the California Society of Certified Public Accountants Registered
with the Public Company Accounting Oversight Board

To the Board of Directors

Valcom, Inc.

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of Valcom, Inc. and
subsidiaries  as  of  September  30, 2005 and 2004 and the related consolidated
statements of operations, changes  in  shareholders'  equity and cash flows for
the  year  then  ended.  These  consolidated  financial  statements   are   the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the  consolidated  financial  position  of
Valcom, Inc., and subsidiaries  as  of  September  30,  2005and  2004,  and the
results  of  their  operations  and  its cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial  statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 14 to
the  consolidated  financial statements, the Company's losses  from  operations
raise substantial doubt  about  its ability to continue as a going concern. The
financial statements do not include  any adjustments that might result from the
outcome of this uncertainty.


/s/ ARMANDO C. IBARRA, C.P.A.
-----------------------------
    ARMANDO C. IBARRA, C.P.A.

December 16, 2005
Chula Vista, Ca. 91910



                     371 "E" STREET, CHULA VISTA, CA 91910

                              TEL: (619) 422-1348

                              FAX: (619) 422-1465



<TABLE>
<CAPTION>
  FINANCIAL
  STATEMENTS
<S>            <C>         <C>
 				  VALCOM, INC.
				Balance Sheets
    				   Assets

                                                                      September 30,     September 30,     September 30,
                                                                           2006              2005             2004
								      -------------     -------------     -------------
CURRENT ASSETS

              Cash                                                    $      71,612     $     276,280     $      21,468
              Accounts receivable, net                                      196,249            87,620            28,767
              Production in progress                                              -                 -            91,201
                                                                      -------------     -------------     -------------

                         Total Current Assets                               267,861           363,900           141,436
								      -------------     -------------     -------------
FIXED ASSETS, net                                                           126,700            95,422         3,539,513
								      -------------     -------------     -------------
OTHER ASSETS

              Deposits                                                      160,811             8,350            40,631
              Other assets                                                1,000,000         1,150,000		      -
                                                                      -------------     -------------     -------------

                         Total Other Assets                               1,160,811         1,158,350            40,631
								      -------------     -------------     -------------
                         TOTAL ASSETS                                 $   1,555,372     $   1,617,672     $   3,721,580
								      =============     =============     =============


                                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

              Accounts payable and accrued expenses                   $     671,580     $     578,848     $     496,050
              Deferred income                                                     -           120,000                 -

              Due to related parties                                      1,672,456           267,955           100,000
              Notes payable                                                 416,480           416,480           386,952
								      -------------     -------------     -------------
                         Total Current Liabilities                        2,760,516         1,383,283           983,002
								      -------------     -------------     -------------
LONG-TERM LIABILITIES

              Notes payable                                                       -                 -         2,468,530
                                                                      -------------     -------------     -------------
                         Total Long-Term Liabilities                              -                 -         2,468,530
                                                                      -------------     -------------     -------------
                         TOTAL LIABILITIES                                2,760,516         1,383,283         3,451,532
								      -------------     -------------     -------------
STOCKHOLDERS' EQUITY (DEFICIT)

              Series B Preferred stock, 1,000,000 shares authorized
              at par value
                 of $0.001, 38,000 shares issued and outstanding                 38                38                38
              Series C Preferred stock, 25,000,000 shares authorized
              at par value
                 of $0.001, 9,267,416 and 6,517,416 shares issued and         9,267             6,517             4,480
              outstanding
              Common stock, 100,000,000 shares authorized at par
              value
                 of $0.001, 85,312,064 and  41,883,717 shares
                 issued and outstanding, respectively                        85,312            41,884            28,120
              Treasury stock, 35,000 shares                                 -23,522               -35               -35
              Minority interest                                                   -                 -          -133,342

              Additional paid-in capital                                 14,016,949        10,531,335         8,896,116
              Accumulated deficit                                       -15,293,188       -10,345,350        -8,525,329
								      -------------     -------------     -------------
                         Total Stockholders' Equity (Deficit)            -1,205,144           234,389           270,048
								      -------------     -------------     -------------
                         TOTAL LIABILITIES AND STOCKHOLDERS'
                           EQUITY (DEFICIT)                           $   1,555,372     $   1,617,672     $   3,721,580
								      =============     =============     =============
</TABLE>

<TABLE>
<CAPTION>

<S>                      <C> <C>

      		      VALCOM, INC.
                Statements of Operations






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

                                    2006       		2005                   2004
			       ------------         ------------	   ------------

REVENUES                       $  1,773,950         $    930,108           $  1,953,480
COST OF GOODS SOLD                  280,847              430,082                151,048
			       ------------         ------------	   ------------
GROSS MARGIN                      1,493,103              500,026              1,802,432

OPERATING EXPENSES

          Advertising and           277,692               35,645                 76,299
          marketing
          Depreciation               80,012               92,001                665,525
          expense
          General and
          administrative	  6,044,366            2,316,890              6,351,711
			       ------------         ------------	   ------------
              Total Operating
              Expenses		  6,402,070            2,444,536              7,093,535
			       ------------         ------------	   ------------
LOSS FROM OPERATIONS             -4,908,967           -1,944,510             -5,291,103
			       ------------         ------------	   ------------
OTHER INCOME (EXPENSE)

           Gain (loss) on                 -              176,051                140,451
           sale of equipment
           Interest expense         -70,328              -51,562               -854,161
           Other income              31,457                    -                 75,098
                               ------------         ------------	   ------------

TOTAL OTHER INCOME (EXPENSE)        -38,871              124,489               -638,612
			       ------------         ------------	   ------------

LOSS BEFORE INCOME TAXES         -4,947,838           -1,820,021             -5,929,715
INCOME TAX EXPENSE
                                          -                    -                      -
			       ------------         ------------	   ------------

NET LOSS                       $ -4,947,838        $  -1,820,021           $ -5,929,715
			       ============        =============           ============

BASIC LOSS PER SHARE           $      -0.08        $       -0.05           $      -0.27
			       ============	   =============	   ============
WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING          63,597,891           36,257,129             21,913,888
			       ============        =============           ============





	 The accompanying notes are an integral part of these financial statements

</TABLE>

<TABLE>
<CAPTION>


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



                Series B Preferred Stock             Series C Preferred Stock                Series D Preferred Stock
	        ------------------------	     ------------------------ 		     ------------------------
                Shares            Amount             Shares            Amount                Shares            Amount
		------		--------	     ---------       --------                ---------       --------
Balance,        38,000          $     38             1,480,000       $  1,480                1,250,000       $  1,250
September 30,
2003

Intercompany
transfer and
  discontinued
operations           -                 -                     -              -                        -              -

Common stock
issued for
  Services
                     -                 -                     -              -                        -              -

Common stock
issued for
  Debt
                     -                 -                     -              -                        -              -

Common stock
issued for
  Cash
                     -                 -                     -              -                        -              -

Preferred            -                 -             2,999,999          3,000               -1,250,000         -1,250
stock
conversion

Less treasury
stock                -                 -                     -              -                        -              -

Net loss for
the year
  ended
September 30,        -                 -                     -              -                        -              -
2005
		------		--------	     ---------       --------                ---------       --------
Balance,        38,000                38             4,479,999          4,480                        -              -
September 30,
2004

Common stock
issued for
  Services
                     -                 -                     -              -                        -              -

Common stock
issued for
  Cash
              	     -                 -                     -              -                        -              -

Preferred
stock issued
for
  cash, net          -                 -             2,537,417          2,537			     -              -


Preferred            -                 -              -500,000           -500		             -		    -
stock
conversion

Net loss for
the year
  ended
September 30, 	     -                 -                     -              -                        -              -
2005
		------		--------	     ---------       --------                ---------       --------
Balance,        38,000                38             6,517,416          6,517		             -              -
September 30,
2005

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


Common stock
issued for
  Services
                     -                 -                     -               -                       -              -

Common stock
issued for
  Debt
                     -                 -                     -               -                       -              -

Preferred            -                 -  	    -1,250,000          -1,250			     -              -
stock
conversion

Net loss for
the year
  ended
September 30,        -                 -                     -               -                       -              -
2006
		------		--------	     ---------       --------                ---------       --------
Balance,
September 30,
2006		38,000         $      38             9,267,416       $  9,267                        -       $      -
		======	       =========             =========       ========                =========       ========

</TABLE>


                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       SEPTEMBER 30, 2006, 2005 and 2004

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, 2006.  All  material  intercompany
transactions and balances have been eliminated in the consolidation.

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, 2006 and 2005.

e. RECLASSIFICATIONS

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

f. DEPRECIATION AND AMORTIZATION

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

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

g. INCOME TAXES

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

h. SHARE-BASED COMPENSATION

The Company has  adopted  the  fair value based method of accounting for stock-
based  employee  compensation  in  accordance   with   Statement  of  Financial
Accounting  Standards Number 123 (REVISED 2004), "Share-Based  Payment"   (SFAS
123[R]).  In  accordance with  SFAS 123[R], option expense of $-0- and $-0- was
recognized for the years ended September  30, 2006 and 2005, 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,
2006.

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, 2006.

m. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

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

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

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

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

n. ACCOUNTS RECEIVABLE

Accounts  receivable are carried at original invoice amount  less  an  estimate
made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis.   Specific reserves are estimated by management based on certain
assumptions and variables, including the customer's financial condition, age of
the customer's receivables,  and changes in payment histories.  As of September
30,  2006  an  allowance  for  doubtful  receivables  $918,792  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,

                                    2006            2005	   2004

             NET LOSS         	$(4,947,838)    $(1,820,021)   $(5,929,715)
			        ============    ============   ============
             BASIC LOSS
	     PER COMMON SHARE   $     (0.08)    $     (0.05)   $     (0.27)
			        ============    ============   ============
             BASIC WEIGHTED
	     AVERAGE

             NUMBER OF SHARES
	     OUTSTANDING  	 63,597,891      36,257,129	21,913,888
			        ============    ============   ============


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 1,572,500 and 1,572,500  in
options and -0- and 2,083,334 in warrants were considered but were not included
in the  computation  of  loss  per  share  at  September  30,  2006  and  2005,
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 $277,692, $35,645  and  $76,299
for the years ended September 30, 2006, 2005 and 2004.

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:
                    	September  	  September       September
                     	 30,2006       	   30,2005         30,2004
     			---------	  ---------	  ---------
Real Estate        	$   4,500 	  $   4,500  	  $3,385,357
Production Equipment 	  723,094            68,708           68,706
Leasehold Improvements     62,677            62,677           62,677
Autos and Trucks           33,971            33,971           33,971
Office Furniture 	   48,421            44,814	      45,971
and Equipment
Video Equipment           181,877           181,877          279,021
			---------	  ---------	   ---------
                        1,054,540           396,547        3,875,703
Less: accumulated        (380,772)         (301,125)        (335,592)
depreciation
  impairment allowance   (547,068)                -                -
			---------	  ---------	  ----------
Net book value          $ 126,700         $  95,422       $3,539,513
			=========	  =========	  ==========

Depreciation  expense  for  the  years  ended September 30, 2006, 2005 and 2004
was$80,012,  $92,001  and  $665,525,  respectively.  The  Company  recorded  an
impairment  allowance  for  the  property equipment  of  $547,068  due  to  the
bankruptcy filing.

NOTE 4. CONVERTIBLE NOTES PAYABLE

The  following are convertible notes  issued in 2004. All of these notes  incur
interest  at  8%  per  annum with different  due  dates.  Accrued  interest  of
$68,172  is  included in accounts payable and accrued expenses in the financial
statements.

1. Richard Shintaku       $ 30,000
2. AJW Partner              40,000
3. AJW Partner              85,000
4. AJW Qualified           110,000
5. AJW Off Shore            92,500
6. Jeff Gleckman            11,500
7. Condor Financial         39,980
8. New Millenium Capital     7,500
			  --------
Total                     $416,480
			  ========

NOTE 5. RELATED PARTY TRANSACTIONS

At September 30,  2005,  related party payables represent $267,955 payable to a
Director and Shareholder of  the  Company. At September 30, 2006, related party
payables represent $1,672,456 payable  to  the President of the Company for his
salary  and various advances to the Company.  The  advances  are  non  interest
bearing and due upon demand.

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 45% equity interest
in Valcom Broadcasting, LLC.  which  it  carries  at  $-0-  after  recording an
impairment allowance of approximately $225,000.

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

The Company  has  a  deposit  of  $160,000  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, 2006.  At
September 30, 2006, the Company had approximately  $14,867,238 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, 2006 consist primarily of the tax effect
of  net  operating   loss   carry-forwards,  which  amounted  to  approximately
$3,716,810. 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, 2006 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, 2006      September  30,
2005                                        September 30, 2004

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

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

                       September  30,      September  30,    September 30,
			    2006  		2005   		  2004
		        -----------	    -----------	      -----------
Deferred tax asset
Net operating losses    $ 3,716,810         $ 2,586,338       $ 2,131,768

Less:
valuation allowance      (3,716,810)         (2,586,338)       (2,131,768)
			-----------	    -----------	      -----------
                        $       -0-         $       -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,  2006  and 2005 were  $219,535  and  $159,905,
respectively.  The  lease  obligations  were  terminated  due to the bankruptcy
filing  and  the  deposits  held  by  the  landlord  was  used  to  settle  the
obligations.

NOTE 9. STOCK ACTIVITY

a. CONVERTIBLE PREFERRED STOCK

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

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

b. WARRANTS

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

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

NOTE 10. STOCK COMPENSATION PLAN AND NON-QUALIFIED STOCK OPTIONS (CONTINUED)
constituting  lawful consideration. Plan shares awarded for other than services
rendered shall  be  sold  at not less than the fair market value on the date of
grant.

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

NOTE 11. BANKRUPTCY FILING

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

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

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

The  Company  has  entered   into   numerous  contracts  in  order to assure  a
steady rate of business-generated cash flow and funding of the  Company through
the  full  and  complete  consummation  of the Plan.

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

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

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  $15,293,188 at September 30,
2006 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.






BANKRUPTCY DISMISSAL

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

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



ITEM 13. EXHIBITS

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






                                  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:  September 18, 2008
VALCOM,  INC.,  a  Delaware  Corporation

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



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


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

By:  /s/ Vince  Vellardita    Chief Executive Officer,     September 18, 2008
    --------------------      Chairman  of  the  Board
    Vince  Vellardita

By:  /s/ Richard Shintaku         Director                 September 18, 2008
     ----------------------
     Richard  Shintaku

By:  /s/ Frank O Donnell          Director                 September 18, 2008
     ---------------------
     Frank O Donnell