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

                                   FORM 10-KSB-A
 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005
             SECURITIES AND EXCHANGE COMMISSION FILE NUMBER O-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)

               920 South Commerce Street, Las Vegas, Nevada 89106-4501
               -------------------------------------------------------

               (Address of Principal executive offices) (Zip Code)
                                 (702) 385-9000
                                 --------------

                           (Issuer's telephone number)
       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 - PREFERRED STOCK, PAR VALUE $0.001
       ==================================================================

                                (Title of Class)
Check  whether  the issuer (1) filed  all  reports  required  to  be  filed  by
Section 13  or  15(d)  of  the  Exchange Act during the 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.
[X] 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.  [X]

Issuer's  revenues  for  its  most  current  fiscal  year: $930,138

Aggregate  market  value  of  the  voting and non-voting common equity held by
non-affiliates as of February 17, 2006: $4,536,358

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

Number   of  common  shares  outstanding  as  of  January 13, 2006  at   $.001
par  value: 51,066,435.

                    Documents Incorporated By Reference: None

         Transitional Small Business Disclosure Format: Yes ____ No _X_





<PAGE>




                               ===================
                               TABLE  OF  CONTENTS
                               ===================


Item      Page
Number    Number  Item  Caption
--------  ------  -------------
Part  I
-------
Item  1.    3    Description  of  Business
Item  2.    7    Description  of  Properties
Item  3.    8    Legal  Proceedings
Item  4.    8    Submission of Matters to a Vote of Security Holders

Part  II
-------
Item  5.    9    Market for Common Equity and Related Stockholder Matters
Item  6.   15    Management's Discussion and Analysis or Plan of Operation
Item  7.   18    Financial  Statements  and  Summary  Financial  Data
Item  8.   38    Changes in and Disagreements with Accountants on Accounting
		 	and  Financial  Disclosure
Item  8A.  38    Controls and Procedures
Item  8B.  38    Other Information

Part  III
--------
Item  9.   39    Directors, Executive Officers, Promoters and Control Persons;
                 Compliance  with  Section  16(a)  of  the  Exchange  Act
Item  10.  41    Executive  Compensation
Item  11.  43    Security Ownership of Certain Beneficial Owners and Management
                 Related  Stockholder  Matters
Item  12.  43    Certain  Relationships  and  Related  Transactions
Item  13.  43    Exhibits
Item  14.  44    Principal Accountant Fees and Services

Signatures 47
Ex.  23.1    Consent of Armando C. Ibarra, C.P.A.

Ex.  31.1    Certifications Pursuant to Section  906 of the Sarbanes-Oxley Act
             of 2002
Ex.  31.2    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.  32.2    Certifications Pursuant to Section 302 of the Sarbanes-Oxley  Act
             of 2002






<PAGE>




                                     PART I
                                     ======

Statements   contained   in   this  Annual  Report  on  Form  10-KSB  that  are
not historical  facts  are forward-looking  statements  as that term is defined
in the Private  Securities  Litigation  Reform  Act  of   1995.  Such  forward-
looking  statements   are  subject  to  risk  and  uncertainties,  which  could
cause actual results  to   differ materially from estimated results. Certain of
such risks and uncertainties   are   described   in  the Company's filings with
the Securities and Exchange  Commission  and  in   Item   1   ("DESCRIPTION  OF
BUSINESS")  and Item 6("MANAGEMENT'S  DISCUSSION  AND  ANALYSIS   OF  FINANCIAL
CONDITION AND RESULTS OF OPERATION")  below.


ITEM  I.  DESCRIPTION  OF  BUSINESS GENERAL
===========================================


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

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

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

On  July  20,  2000, the Board of  Directors  approved  a "2-1  forward  stock
split" with  a  distribution date  of August 14, 2001 and a stockholder record
date of August  10,  2000.  The   purpose  of  the   forward  split    was  to
strengthen the Company's  flexibility  and  address  the  liquidity  issue  in
increasing  the available  float  in  the  market.

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

VALCOM'S  CORPORATE  STRUCTURE
==============================

As   of   September   30,   2005,   ValCom,   Inc.   had  four   subsidiaries:
Valencia Entertainment  International,  LLC, a California  limited   liability
company;  Half Day  Video, Inc., a  California  corporation;  80%   equity  in
ValCom Studios, Inc. a Nevada Corporation  and  45% equity interest  in ValCom
Broadcasting, LLC, a New York  limited liability company, which  operates KVPS
(Channel 8),  an  independent   broadcaster.  Unless  the   context   requires
otherwise, the term "Company"  includes  ValCom,   Inc.,  a   publicly    held
Delaware  corporation  and, its subsidiaries,  predecessors   and   affiliates
whose operations or assets have been taken over by ValCom,  Inc.

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

     a) Studio  rental  -  ValCom's  business  includes  television  production
for network and syndication  programming,  motion  pictures,  and  real  estate
holdings, however, revenue is  primarily   generated   through   the  lease  of
the   sound   stages  and  production.  ValCom's  past  and present clients  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 in 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.

     b) Studio equipment and rental - operating under the name Half Day  Video,
Inc., the Company  supplies  and  rents personnel, cameras and other production
equipment to various production companies on a short-term or long-term basis.

     c) Film and TV production -The  Company,  in addition to producing its own
television  and  motion  picture  programming,  has  an   exclusive  facilities
agreement in place for productions in Los Angeles County for  a three-year term
with Woody Fraser/Woody Fraser Productions.

     d) Broadcast Television - The Company owns a 45% equity interest in ValCom
Broadcasting,  LLC, a New York limited liability company, which  operates  KVPS
(Channel  8), an  independent  television  broadcaster  in  the  Palm  Springs,
California  market,  which is strategically located in the middle of four major
markets including Los Angeles, Phoenix, Las Vegas and San Diego.

      e)  ValCom, Inc.  signed  a letter of intent to acquire Digital Animation
Media,  Ltd.,  a  privately held Irish  corporation  headquartered  in  Dublin,
Ireland.  Digital  Animation  Media,  Ltd., is one of the  premier  independent
animation companies  in  Europe and a leading provider of animation software to
other  production companies  worldwide.  With  its  production  capability  and
proprietary technology, the company is well positioned to take advantage of the
growth in  existing  animation  markets  as  well  as  a  burgeoning market for
wireless  animation tools and content with clients such as Disney,  Warner  and
The New Zoo Revue.

BUSINESS  OVERVIEW
==================

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

1.  STUDIO  RENTAL.

Valencia  Entertainment  International,  LLC,  recently  emerged  from  Chapter
11 bankruptcy  after selling property per a court order.  On  April   7,  2003,
Valencia Entertainment  International  LLC filed  on  an   emergency   basis  a
voluntary Chapter 11  bankruptcy  petition.  Throughout  the  pendency  of this
case, we have worked with  our  two  real  estate  secured   lenders,   Finance
Unlimited, LLC and Laurus  Master  Fund,  Limited  on the  details    of   cash
collateral stipulation. An order approving  a  global interim cash   collateral
stipulation with Finance Unlimited and  Laurus  was  entered  on   August   26,
2003. This stipulation permitted the  Company's  use  of  the   lenders'   cash
collateral  through  March 31, 2004. On  January 15, 2004, the  Court  approved
two   additional   cash  collateral  stipulations,  one   each  with    Finance
Unlimited  and  Laurus, authorizing our  continued  use  of  cash    collateral
through  March  31,  2004  (Second Interim Stipulation).  The  Second   Interim
Stipulation generally grants Finance  Unlimited and  Laurus   relief  from  the
automatic bankruptcy stay effective March 31, 2004, and  the  right   to   hold
foreclosures sales on their real and  personal property collateral   as   early
as  April  1,  2004.

In  May  2004, Laurus paid  off  Finance  Unlimited  and   was  subrogated   to
Finance's $6,565,998  claim, which  became  included in the senior  of  Laurus'
two claims. Laurus then  sought to conduct a non-judicial foreclosure  sale  of
the property, and  we  objected.  The  Bankruptcy  Court issued an   order   on
June 3, 2004, that while  Laurus  could  conduct  a   non-judicial  foreclosure
sale of the property, Laurus  would  not  be entitled to any  deficiency  claim
against either us or any other  assets  other  than  the property  itself  (and
the  rents  and leases appurtenant  thereto).

On June 10, 2004, ValCom  had the property sold. At this sale,  Laurus  claimed
that its  senior  note  had  a balance  of  $7,407,873   and  its junior note a
balance  of $2,405,093.  Virtually  all  of  the   disputed   penalties,  along
with  a disproportionate   share  of  disputed  legal fees and  expenses,  were
incorporated  into   the  junior  balance,  while  the   senior   included  the
$6,565,998  million  subrogated   from   the   Finance  claim.  The   sale  was
conducted through the  junior  note,   and  the  property  was  sold  for  $2.9
million  to  a  third  party.

An  affiliate  of  this third party then purchased the  senior  note   directly
from Laurus,  without  a  second  sale.

As a result of the Bankruptcy Court's order and the subsequent  trustee's  sale
of the  property, we are not subject to any further liabilities  on  account of
the  notes  and  deeds  of  trust previously held by Finance  and  Laurus. Even
though the senior  note  still technically exists, it has  been  rendered  non-
recourse by the Bankruptcy Court's order, and could only be  enforced   against
the property itself (which  no  longer  belongs to us). Any liability  owed  to
the third  party, which  purchased   the  property  with  regard to  the  rents
collected for June 2004, has been  resolved  by  settlement  with  that  party.

On  August  3,  2004,  the  Bankruptcy Court granted the motion  for  dismissal
of Chapter  11  bankruptcy  case  against  our  subsidiary.

2.  FILM, PRODUCTION DIVISION.

In  addition  to producing our own television and motion  picture  programming,
we  have  an  exclusive  three-year  term  facilities  agreement  in  place for
productions in  Los  Angeles  County  with   Woody  Fraser  of   Woody   Fraser
Productions A joint venture  agreement  was  entered  into     between   ValCom
Inc  and  Woody  Fraser  Productions  and  Woody  Fraser  on  January  1, 2001.
According  to  the  contract  Woody Fraser  Productions and   Woody  Fraser are
responsible for developing, selling and producing various  Television  and Film
series and the developing expenses are to be  borne  by   ValCom  Inc. The  net
profit participation to be ValCom Inc 75% and WPF   together   with Fraser 25%.
The  revenues  for  year  ending Sept. 30, 2002 was around   $7   million.  The
revenues for year ending  September  30, 2003 were negligible  as  Woody Fraser
was unable to obtain any  production  orders.  The   joint   venture  Agreement
between the parties was terminated on April 10, 2003  and  was replaced  by  an
exclusive  facilities agreement for productions in Los  Angeles  County  for  a
three-year  term with  Woody  Fraser/Woody  Fraser  Productions.   The   future
outlook for this business is uncertain and  will  entirely  depend   on   Woody
Fraser's  ability  to  obtain  production  contracts.

3.  ANIMATION DIVISION.

October   1,  2003,  we  formed  New  Zoo  Revue  LLC  pursuant  to  a    joint
venture agreement with O Atlas Enterprises  Inc., a  California    corporation.
New Zoo Revue LLC  was formed for the development and production of "New    Zoo
Revue" a feature film  and  television  series  and  marketing   of    existing
episodes. 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. The  Company  has
secured a seven year marketing contract with BCI Navarre, a   video   marketing
company.

On September 27, 2005,ValCom, Inc. signed a letter of intent to acquire Digital
Animation  Media,  Ltd., a privately held Irish  corporation  headquartered  in
Dublin, Ireland. Digital  Animation Media, Ltd., one of the premier independent
animation companies in Europe  and  a leading provider of animation software to
other  production  companies worldwide.  With  its  production  capability  and
proprietary technology, the company is well positioned to take advantage of the
growth in existing animation  markets  as  well  as  a  burgeoning  market  for
wireless  animation  tools  and content with clients such as Disney, Warner and
The New Zoo Revue.

4.  BROADCAST  TELEVISION.

The  Company  owns  a 45% equity  interest  in  ValCom Broadcasting, LLC, a New
York  limited   liability  company,  which  operates   KVPS   (Channel  8),  an
independent  television   broadcaster   in   the   Palm   Springs,   California
market,  which   is  strategically  located in the middle of four major markets
including Los Angeles, Phoenix,  Las  Vegas  and  San  Diego.

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.

EXPANSION  PLANS
----------------

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

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

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

The  development  of telecommunications, the emergence  of  new  technology and
the international  nature  of the Internet has created opportunities to develop
new, efficient  and  secure ways to deliver entertainment to customers.  As one
of  the  companies   that   plans   to  employ  these  new  technologies on the
Internet, ValCom intends  to  capitalize  on  its  expertise in the analysis of
consumer  data  and  information   to   become   a   world   leader  in  online
entertainment.

HALF  DAY  VIDEO,  INC.
-----------------------

On  March  8, 2001, the  Company  executed  a  definitive  agreement  for  the
purchase of  100% of the stock of Half Day Video, Inc. ("Half Day"). Half  Day
specializes in  supporting  the  entertainment  industry  with television  and
film equipment rentals.  Half  Day's client list includes The  Academy Awards,
Emmy  Awards,  NBC, Entertainment   Tonight,   MTV,  Oscar   Awards,   General
Hospital and other major entertainment  and  production  companies.  Half  Day
has approximately $50,000 in assets, not including depreciation, with  current
revenues  of  $89.257.

JOINT  VENTURE  AGREEMENT  WITH  NEW  GLOBAL  COMMUNICATIONS,  INC.  -  VALCOM
==============================================================================

BROADCASTING,  LLC
------------------

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

FILM  ENTERTAINMENT  OVERVIEW
=============================

Competition  in  the film entertainment business is  diverse  and  fragmented,
with scores of companies operating at various levels  of  product  budget   nd
scope.  The  market  is  overwhelmingly   dominated  by  the  major  Hollywood
studios, with the top-ranked  company,  Disney in 1999, usually commanding  15
to 20 percent of the domestic  market  share  in  any  given  year.

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

INDEPENDENT  PRODUCTION  COMPANIES
==================================

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

THE  COMPANY'S  COMPETITIVE  POSITION
=====================================

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

ValCom  experiences  competition  from  three  market  segments:

1)  Traditional  television,  game  shows  and  reality  television  drama
2)  Movies  for  television  and  theatrical  releases
3)  Other  entertainment/media  companies

OTHER  ACTIVITIES
=================

INTERACTIVE  TECHNOLOGY
=======================

The    Company    has   experience   in   the  interactive  communications  and
entertainment  fields,  which  brings together  elements  of  the  "Information
Superhighway."  It  has  created  and   broadcast   interactive   national  and
international    television    programs   using    state-of-the-art    computer
technology,  proprietary  software   programs,  satellite  communications,  and
advanced  telecommunications  systems.

The   Company's  management  believes  that  its   experience   in   developing
and delivering   interactive   television   programs,  as well as its ownership
of proprietary  systems  and  software,  enhances   its   ability to launch new
entertainment  and  information  programs  based  on  comparable  resources.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS
=================================================

The   Company has two customers who accounted for approximately  99%  of  total
real estate   rental   revenues   for  the year ended September 30, 2004. As of
September 30,   2004,  all  sound and production stages in Valencia, California
were under  non-cancelable  operating  leases  for  one  year  from  two  major
production companies.   The  Company's  subsidiary, Half Day Video, Inc.,  does
not rely on  a small  group  of customers. It may rent production equipment and
personnel to any motion  picture  studio  or production  company. The Company's
television  broadcast   operations  do  not rely on a small group of customers;
rather,  any advertiser  who wishes  to  advertise  on  Channel 8 in Indio-Palm
Springs, California may generate revenues.

EMPLOYEES
=========

As  of September 30, 2005, the Company had 4 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.

ITEM  2.  DESCRIPTION  OF  PROPERTY
===================================

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.


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

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

SATELLITE  BINGO:
----------------

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

"HANGIN  WITH  THE  BOYZ":
--------------------------

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

"WHO  CAN  YOU  TRUST?"
-----------------------

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

"FUHGEDABOWDIT":
----------------

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

"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.

ITEM  3  -  LEGAL  PROCEEDINGS
==============================

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.

Lloyd  Kurtz

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

Farkhanda  Rana

On October 20, 2004 a shareholder of ValCom initiated  a  suit  against  the
Company  and  its  President  alleging  violations  of  State  and   Federal
Securities  Law  along  with  Fraud  and  Breach  of Contract.  The  lawsuit
captioned Farkhanda Rana vs. ValCom, Inc.,  Valencia Entertainment and Vince
Vellardita  et  al. were filed in Los  Angeles Superior Court as Case Number
PC035673.  On  November 23, 2004  after a  hearing  the  Plaintiff  in  this
matter  obtained  a  pre-judgment  writ of attachment  against  the  Company
for  $325,000.00.  The case has been settled as of November 2005.

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

     None

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY AND RELATED STOCKHOLDER MATTERS;
PREFERRED
===============================================================================
STOCK
=====

At   September  30,  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 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.

MARKET  FOR  COMMON  EQUITY
---------------------------

The Company's common stock is traded on the  NASD  Over-the-Counter  Electronic
Bulletin  Board under the symbol of VACM. As of January 13, 2006,  the  Company
had 44,000,000 shares of common stock outstanding, with approximately 9,500,000
in  the  public  float and approximately 3,200  shareholders of record. For the
fiscal  year  ended  September  30,  2004,  the Company  reported  revenues  of
$1,953,480  and  a  net  loss  of  $5,929,714.  The  Company's  trading  symbol
on  the  Frankfurt  XETRA is "VAM" and its security code  is #940589. No common
equity is subject to options or warrants to purchase or  securities convertible
into   common  stock, except  for  the  currently  issued  4,479,999  shares of
preferred stock which are convertible into common stock and 1,733,333  warrants
to purchase common stock. In addition to this, Laurus Master Fund  (see  note 5
below) has an option to convert unpaid principle and interest into shares.  Due
to  bankruptcy  proceedings,  they  cannot  convert any amount of interest  and
principle  into  Common  Stock. The following table sets forth in United States
dollars the high and low bid and ask  quotations for the Company's common stock
for  each  quarter  within  the  last  two  fiscal  years.  Such  bid  and  ask
quotations reflect inter-dealer prices,  without  retail   mark-up,   mark-down
or  commissions,  and  do  not necessarily represent  actual  transactions. The
source of the following  information is  the NASD  Over-the-Counter  Electronic
Bulletin  Board.

Common  Stock


Date              Low      High
-----            ------  -------
2005
====
First  Quarter   $0.100 $  0.240
                 ------  -------
Second  Quarter* $       $
                 ------  -------
Third  Quarter   $0.08   $ 0.100
                 ------   -------
Fourth  Quarter  $0.020  $ 0.200
                 ------  -------
2004
=====
First  Quarter   $0.340  $ 0.500
                 ------  -------
Second  Quarter  $0.330  $ 0.410
                 ------  -------
Third  Quarter   $0.090  $ 0.320
                 ------  -------
Fourth  Quarter  $0.200  $ 0.260
---------------  ------  -------

*Second Quarter had no trading activity

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 and  a  one  share-for-ten  reverse  split  effective  on  September  27,
2001.

DIVIDENDS
---------

There  have  been  no cash dividends declared or paid since the  inception  of
the Company.

DESCRIPTION  OF  SECURITIES
---------------------------

                                     GENERAL

The   Company   is   authorized   to   issue  110,000,000  shares  of  capital
stock, 100,000,000 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.

As of September 30, 2005, approximately 41,000,000 shares of Common Stock were
outstanding and held  of record by approximately 3,200  persons.  In addition,
6,517,416  shares    of preferred   stock   were   outstanding,  and  held  by
approximately  ten (10)  persons.  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.

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, 2005.

                     EQUITY COMPENSATION PLAN INFORMATION

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

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

</TABLE>

RECENT  ISSUANCES  OF  UNREGISTERED  SECURITIES
-----------------------------------------------

(B)  COMMON  STOCK
------------------


Fiscal   Year   ended  September 30, 2004, the Company issued 1,900,000 shares
of common stock in  lieu   of   compensation   consultancy  services performed
and compensation. The  value  of  the services performed totaled approximately
$797,600, which was computed  based  upon  the  market  prices  of  the common
stock on the applicable payment  dates.

Fiscal Year ended September 30, 2004, the  Company  issued  30,000  shares  of
common stock to a director in lieu of an interest payment of $3,000, which was
computed based  upon  the  market  price  of common stock  at  the  applicable
payment date.

Fiscal  Year  ended  September  30,  2004,  the Company issued  500,000 shares
of common  stock  to  a  director  in  lieu for compensation valued at $95,000
and principal  loan repayment for  $50,000, which  was computed based upon the
market price  of  common  stock  at  the  applicable  payment  date.

Fiscal  Year  ended  September  30,  2004,  the Company issued 250,000  shares
of common  stock  to  a director in lieu of services valued at $ 35,000, which
was computed  based  upon the market price of common stock at  the  applicable
payment date.

Fiscal  Year  ended  September  30,  2004,  the Company issued 300,000  shares
of common  stock  to  a director in lieu of retirement of  a  loan  which  was
computed  based  upon  the  market  prices  of  common stock on the applicable
payment dates.

Fiscal  Year  ended  September  30,  2004, the  Company issued an aggregate of
315,750 shares  of  common  stock  in  lieu  of  compensation,   salaries  and
bonuses  to  employees.   Total   value   of  the  compensation,  salaries and
bonuses was approximately  $121,458,  which was computed based upon the market
prices of the common stock on the applicable payment  dates.  This issuance of
shares was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended.

Fiscal  Year  ended  September  30,  2004,  the Company issued 600,000  shares
of common  stock  in  exchange  for  600,000  shares  of  series  C  preferred
convertible on a  one  on  one  basis  and  retired  110,000  to  treasury  as
part of settlement agreement.

Fiscal  Year  ended  September  30, 2004, the Company issued 1,344,667  shares
of common  stock  for  options  exercised  amounting  to  $282,000.

Fiscal  Year  ended  September  30, 2004, the Company issued 2,792,468  shares
of  common  stock  to  individuals  through  a  Private  Placement  Memorandum
for $1,024,000.

Fiscal  Year  ended  September  30,  2004,  the Company issued 975,000  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 $140,376, which was computed based upon the market prices of the
common  stock  on  the  applicable  payment  dates.

Fiscal  Year  ended  September  30,  2004,  the Company issued 597,500  shares
of common  stock  in lieu of compensation, salaries and bonuses to  employees.
Total value of the  compensation,  salaries  and  bonuses  was   approximately
$54,475, which was  computed based upon the market prices of the  common stock
on the applicable payment  dates.

Fiscal Year ended September 30, 2004, the  Company  issued  26,400  shares  of
common  stock   in   lieu  of  debt  retirement.  Total  value  of  the   debt
retired was approximately  $3,870,  which  was  computed based upon the market
prices of the common  stock  issued  on  the  applicable  payment  dates.

Fiscal  Year  ended  September  30, 2004, the Company issued 1,000,000 shares
of common  stock in lieu of compensation, salaries and bonuses to an officer.
Total value  of  the  compensation,  salaries  and bonuses was  approximately
$100,000, which  was  computed  based  upon  the  market prices of the common
stock on the applicable  payment  dates.

This issuance of shares was exempt from registration pursuant to Section 4(2)
of the  Securities  Act  of  1933,  as  amended.

Fiscal Year ended September 30, 2004, the  Company  issued  16,400  shares  of
common stock  in  lieu  of  compensation  for  consulting  services performed.
The value of the legal and consulting services performed totaled approximately
$2,460.,  which was computed based upon the market prices of the  common stock
on the  applicable  payment  dates.

Fiscal  Year  ended  September  30, 2004, the Company issued 1,000,000 shares
of common stock in lieu of compensation, salaries and bonuses to an employee.
Total value  of  the  compensation,  salaries  and bonuses was  approximately
$100,000, which  was  computed  based  upon  the  market prices of the common
stock on the applicable  payment dates.  This issuance of shares  was  exempt
from registration pursuant  to  Section  4(2)  of the Securities Act of 1933,
as  amended.

Fiscal  Year  ended  September  30,  2004,  the Company issued 300,000 shares
of preferred  stock  bearing interest of 8% for one year to be paid quarterly
to an individual  through  a  Private  Placement  Memorandum  for  $30,000.

Fiscal  Year  ended  September  30,  2004,  the Company issued 600,000 shares
of common  stock  to  an  individual  through  a Private Placement Memorandum
for $150,000.

Fiscal Year ended September 30, 2004, the Company  issued  50,000  shares  of
common stock  in  lieu of compensation, salaries and bonuses to  an  officer.
Total value of  the  compensation, salaries  and  bonuses  was  approximately
$10,000, which was computed based upon the  market prices of the common stock
on  the  applicable  payment  dates.  This issuance of shares was exempt from
registration pursuant to Section  4(2)  of  the  Securities  Act  of 1933, as
amended.

Fiscal Year ended September 30, 2004, the Company  issued  11,000  shares  of
common  stock  in  lieu  of  compensation, salaries and bonuses to employees.
Total value of the  compensation,  salaries  and  bonuses  was  approximately
$1,100, which was computed based upon the  market  prices of the common stock
on the  applicable payment dates.  This issuance of shares  was  exempt  from
registration pursuant to Section  4(2)  of  the  Securities  Act  of 1933, as
amended.

Fiscal  Year  ended  September  30,  2004,  the  Company issued 41,667 shares
of preferred  stock  bearing interest of 8% for one year to be paid quarterly
to an individual  through  a  Private  Placement  Memorandum  for  $5,000.

Fiscal  Year  ended  September  30,  2004,  the Company issued 760,000 shares
of common stock in  lieu  of debt retirement. Total value of the debt retired
was approximately  $95,000,  which  was computed based upon the market prices
of the common  stock  issued  on  the  applicable  payment  dates.

Fiscal  Year  ended  September  30,  2004,  the Company issued 295,750 shares
of  preferred  stock  bearing  interest  of  8%  for  one  year  to  be  paid
quarterly  to  individuals   through  a  Private  Placement  Memorandum   for
$39,090.

Fiscal  Year  ended  September 30, 2004, the  Company  on  September 16, 2004
filed with the Security and Exchange Commission a Form SB-2.  The  prospectus
relates to the  resale by certain selling stockholders of  up  to  15,199,661
shares  of  common  stock   of  ValCom,  Inc.   issuable   to   the   selling
stockholders:

-   up   to   13,574,661   shares   of  common  stock   issuable  to  certain
selling stockholders  upon  the  conversion  of principal and interest, or in
payment of interest,  under  8%  Callable  Secured  Convertible   Notes;  and

-   up to 1,500,000 shares  of  common  stock  issuable  to  certain  selling
stockholders  assuming  the  exercise  of  outstanding  common share purchase
warrants.

-   up  to  125,000  shares  of  common  stock.

The  selling  stockholders  may  offer  to sell  the  shares  of common stock
being offered in this prospectus at fixed prices, at prevailing market prices
at the time of sale, at varying prices or at negotiated prices.  We  will not
receive any  proceeds   from  the  resale  of  shares  of  our  common  stock
by  the selling stockholders.


Fiscal Year ended September 30, 2005, the Company  issued 7,139,268 shares of
common stock  in  lieu  of  compensation  for  consulting  and other services
performed.  The value of the consulting and other  services performed totaled
approximately  $1,293,483  which was computed based upon the market prices of
the common stock on the  applicable  payment  dates.

Fiscal Year ended  September  30,  2005,  the Company issued 6,125,000 shares
of common stock through  a Private Placement Memorandum for $355,000 in cash.

Fiscal  Year  ended  September  30,  2005,  the Company issued 500,000  shares
of common  stock  in  exchange  for  500,000  shares  of  series  C  preferred
convertible on a one for one basis.



We  have  issued  8%   Callable   Secured   Convertible   Notes   and   share
purchase   warrants,  and  our   obligations  under  the  8% Callable Secured
Convertible  Notes  and   the  warrants pose risks to the price of our common
stock and our continuing operations.

We  have  executed  an  agreement   for   the   issuance   of   8%   Callable
Secured   Convertible  Notes,  in   the   aggregate   principal   amount   of
$750,000.  The  8%  Callable   Secured  Convertible   Notes  provide  that in
certain  circumstances  the  holder   of   the  debentures  may  convert  the
outstanding principal and accrued interest,  into shares of our common stock.

The  purchasers  of  the discounted 8% Callable Secured Convertible Notes and
8% Callable  Secured  Convertible Notes also hold  an  aggregate  of  750,000
warrants. The  terms  and  conditions of the 8% Callable Secured  Convertible
Notes and the warrants  pose  unique  and  special  risks to  our  continuing
operations and the price  of  our  common  stock.

There  are a large number  of  shares  underlying  our  8%  Callable  Secured
Convertible  Notes,  and  warrants that may be available for future sale  and
the sale  of  these  shares  may  depress  the  market  price  of  our common
stock.

As  of  August  26,  2004,  we  had 26,611,928 shares of common stock  issued
and outstanding  and  an  obligation  to  reserve  13,574,661  issuable  upon
conversion of the Notes at  current  market  prices.  In  addition,  we  have
outstanding options and warrants  to purchase  300,000 shares of common stock
through June 30, 2004. In addition,  the  number of shares  of  common  stock
issuable upon conversion of the outstanding  8%  Callable Secured Convertible
Notes may increase if the market price  of  our  stock  declines.  All of the
shares,  including  all  of  the  shares  issuable  upon  conversion  of  the
debentures  and  upon  exercise  of  our  warrants,  may   be   sold  without
restriction. The sale of these shares may adversely affect the  market  price
of our common stock.

The  continuously adjustable conversion price  feature  of  our  8%  Callable
Secured Convertible  Notes could  require us to issue a substantially greater
number of shares,  which  will  cause dilution to our existing  stockholders.
Our  obligation to issue shares upon conversion of our convertible securities
is essentially  limitless.

The  following is an example of the amount of shares of our common stock that
are  issuable upon  conversion of our 8% Callable Secured Convertible Notes,
based  on   market  prices  25%, 50%  and 75%  below  the market price, as of
January 13, 2005 of $0.21.


% Below	Price Per Discount   Number of Shares     Percentage of
Market	 Share     of 35%        Issuable       Outstanding stock
-------    ---------  --------   ----------------  -----------------

25%	   $  0.1575   $ 0.1024          7,324,218	      21.58%
-------    ---------  --------   ----------------  -----------------

50%	   $  0.1050   $ 0.0683         10,980,966	      29.21%
-------    ---------  --------   ----------------  -----------------

75%	   $ 0.05250   $ 0.0341         21,994,134	      65.82%
-------    ---------  --------   ----------------  -----------------


As  illustrated,  the  number  of  shares  of  common  stock  issuable   upon
conversion of our 8%  Callable Secured Convertible Notes will increase if the
market price of our stock declines, which will cause dilution to our existing
stockholders.

The  continuously   adjustable  conversion  price  feature of our 8% Callable
Secured Convertible  Notes  may  encourage  investors  to make short sales in
our common stock,  which  could  have a depressive effect on the price of our
common stock.  The  8%  Callable  Secured  Convertible Notes  are convertible
into shares of our common stock at a 35% discount to the trading price of the
common stock prior to the  conversion.  The  significant downward pressure on
the price of the common stock  as  the selling stockholder converts and sells
material amounts of common stock  could  encourage  short sales by investors.
This could place further downward  pressure on the price of the common stock.
The  selling  stockholder   could  sell  common  stock into  the  market   in
anticipation of covering the short sale  by   converting   their  securities,
which  could  cause the further downward pressure  on  the  stock  price.  In
addition, not only the sale of shares issued upon  conversion  or exercise of
debentures, warrants and options, but also the mere  perception  that   these
sales could occur, may adversely affect the market price of the common stock.

The  issuance   of   shares  upon   conversion  of  the  8%  Callable Secured
Convertible Notes  and  exercise of outstanding warrants may cause  immediate
and substantial dilution  to  our  existing  stockholders.

The  issuance  of   shares  upon  conversion  of  the  8%  Callable   Secured
Convertible Notes  and  exercise  of  warrants  may  result  in   substantial
dilution   to  the   interests  of  other  stockholders  since  the   selling
stockholders may ultimately convert  and  sell  the full amount  issuable  on
conversion. Although the selling  stockholders  may  not   convert  their  8%
Callable Secured Convertible Notes and/or exercise  their   warrants  if such
conversion or exercise would cause them to  own  more  than  4.99%   of   our
outstanding  common stock, this restriction does  not  prevent   the  selling
stockholders from converting and/or exercising some of their   holdings   and
then  converting  the  rest  of  their holdings. In this  way,  the   selling
stockholders  could  sell more than this limit while never holding  more than
this  limit.

There  is  no  upper limit on the number of shares that may be issued   which
will have the effect of further diluting the proportionate  equity   interest
and voting power  of  holders  of  our  common stock, including  investors in
this offering. If we are required for any reason to repay our  outstanding 8%
Callable Secured Convertible  Notes,  we  would  be  required  to deplete our
working capital, if available,  or  raise  additional  funds.  Our failure to
repay the 8% Callable Secured Convertible Notes, if required, could result in
legal action against us, which could require the sale of  substantial assets.

In August 2004, we entered into a Securities Purchase Agreement  for the sale
of an  aggregate  of  $750,000  principal  amount  of  8%   Callable  Secured
Convertible Notes.  The  8%  Callable Secured Convertible  Notes are due  and
payable, with 8% interest,  two  years  from  the  date of  issuance,  unless
sooner converted into shares  of  our  common  stock.  Although  we currently
have  $250,000  8%  Callable  Secured  Convertible  Notes   outstanding,  the
investor is obligated to purchase additional 8% Callable Secured  Convertible
Notes in the aggregate of $500,000. In  addition,  any  event   of default as
described in the 8% Callable Secured Convertible  Notes  could   require  the
early repayment of the 8% Callable Secured Convertible  Notes,   including  a
default interest rate of 15% on the outstanding principal  balance   of   the
debentures  if  the  default  is not cured with the specified  grace  period.
We anticipate that the full amount of the 8% Callable  Secured    Convertible
Notes,  together with accrued interest, will be converted into shares  of our
common stock, in accordance with the terms of the 8% Callable

Secured  Convertible  Notes. If we are required to  repay  the  8%   Callable
Secured Convertible  Notes,  we would be required to use our limited  working
capital  and  raise  additional  funds.  If  we  were  unable  to  repay  the
debentures when required, the  debenture holders could commence legal  action
against us and foreclose on all  of  our assets to recover the  amounts  due.
Any such action would require us to  curtail  or cease operations.  This SB-2
filing is not effective as of this filing  date.








ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF  OPERATIONS
============================================================================

INTRODUCTION

PLAN  OF  OPERATION

As  of  September  30,  2005,  ValCom,  Inc.  operations  were  comprised of
the following  divisions:

1.  Studio Division

2.  Rental  Division

3.  Broadcast  Television

4.  Film  and  Television  Production; and

5.  Animation Division.

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

WOODY  FRASER  PRODUCTIONS

In  addition  to producing our own television and motion  picture  programming,
we have  an  exclusive facilities agreement in place  for  productions  in  Los
Angeles County fora three-year term with Woody Fraser/Woody Fraser Productions.
A joint venture  agreement  was  entered  into  between  ValCom Inc  and  Woody
Fraser   Productions  and  Woody Fraser on January 1, 2001.  According  to  the
contract  Woody Fraser  Productions  and  Woody  Fraser  are   responsible  for
developing, selling and producing  various Television and Film series  and  the
developing expenses are to be borne by ValCom Inc. The net profit participation
to be ValCom Inc 75% and WPF  together  with  Fraser 25%. The revenues for year
ending September 30, 2005 were around $7,000.

The revenues for year ending Sep 30, 2002 were around $7 million. The  revenues
for year ending September 30, 2003 were negligible as Woody  Fraser  was unable
to  obtain  any  production  orders.  The  joint  venture Agreement between the
parties was  terminated  on  April 10, 2003  and was replaced by  an  exclusive
facilities  agreement  for  productions  in Los Angeles County for a three-year
term with Woody Fraser/Woody  Fraser  Productions.  The future outlook for this
business is uncertain  and  will  entirely  depend  on Woody  Fraser's  ability
to  obtain production  contracts.

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.

RESULTS  OF  OPERATIONS

FISCAL YEAR ENDED SEPT. 30, 2005 COMPARED TO FISCAL YEAR ENDED SEP. 30, 2004
===============================================================================

Revenues for the year ended September 30, 2005 decreased by $1,023,372 or 52.4%
from  $1,953,480 for the same period in 2004 to $930,108  for  the  year  ended
September 30, 2005.  The decrease in revenue was  principally due  to decreased
production  revenues  associated   with   the  joint  venture with Woody Fraser
Productions and decreased rental revenues.

Production  costs for the year ended September 30, 2005 increased by 279,034 or
184.7% from $151,040 for the year ended September 30, 2004 to $430,082 for  the
same period  in 2005. The increase in production costs was principally  due  to
decreased  production  associated  with  Woody  Fraser Productions as described
above.

Selling  and promotion costs for the year ended September 30, 2005 decreased by
$40,654 or 53.3% from $76,299 for the same  period in 2004  to  $35,645 for the
year  ended  September  30, 2005.  The  decrease  was due principally to a
decrease in travel  and  public  relations  expenses.

Depreciation  and  amortization  expense  for the year ended September 30, 2005
increased  by  573,524  or 86.2% from $665,525 for the year ended September 30,
2004 to $92,001 for the same period in 2005. The decrease in  depreciation  and
amortization expense was due to decreased amortization related to the write off
of prepaid loan fees in the prior year period.

General  and  administrative  expenses  for  the  year ended September 30, 2005
decreased  by  $4,103,582 or 81.1% from $5,059,272 for the year ended September
30, 2004 to $955,690 for the  same  period  in  2005.  The  decrease   was  due
principally   to   decreased   personnel  costs,  outside services,  utilities,
settlement  fees, and goodwill impairment.

Consulting  and  professional  fees  for  the  year  ended  September  30, 2005
increased by 9,468 or by 0.7% from  $1,292,439 for the year ended September 30,
2004  to  $1,301,907  for  the  same  period  in  2005.  The slight increase in
consulting and professional fees was principally   due to  decreased consulting
fees partially offset  by an increase in legal and accounting costs.

Bad  debt expense for the year ended September 30, 2005 increased by $59,293 or
100% from the year ended September 30, 2004.

Interest expense for the year ended September 30, 2005 decreased by $802,599 or
94.0 % from $854,161  for  the  year  ended September 30, 2004 to  $51,562  for
the same  period  in  2005.  The  decrease was  due  principally to
the conversion convertible debt.

Due to  the  factors  described  above,  the  Company's  net  loss decreased by
$4,109,693 or 69.3% from a loss of $5,929,714 for the year ended September  30,
2004 to a loss  of  $1,820,041  for  the  year ended September 30, 2005.


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 $1,820,021
and  a  negative cash flow from operations  of  $287,110  for  the  year  ended
September 30, 2005, and  an accumulated  deficit of  $10,345,312  at  September
30,  2005.  These  conditions raise substantial  doubt   about   the  Company's
ability  to continue as a going concern. Cash  totaled  $276,280  on  September
30,  2005, compared to $21,468 at September 30,  2004.  During the  fiscal year
2005, net cash used  by  operating  activities  totaled  $287,110 compared to a
negative  cash  flow  of  $300,582  for  the  year ended September  30, 2004. A
significant portion of operating activities included  payments  for  accounting
and  legal fees,  consulting  fees,  salaries,  and  rent.  Net  cash  used  by
financing activities for fiscal year 2004 totaled $486,490. Net  cash  provided
by investing activities during fiscal year 2005  totaled  $55,432 proceeds from
sales of fixed assets and decreased expenditures for the purchase of equipment.

The  above  cash  flow  activities yielded  a  net  cash  increase  of $254,812
during fiscal year 2005 compared  to  a  decrease  of $56,872 during  the  year
ended September  30,  2004.

There can be no assurance that the Company will be able to raise  such  capital
on terms  acceptable  to  the  Company,  if  at  all.

Total  shareholders'  equity  decreased   to  $234,389  in  fiscal  year  2005.
Additional  paid  in  capital  decreased  to  $10,345,312  in fiscal year ended
September  30,  2005.

                   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
$400,000 for plant and equipment. 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
==============================================================

			            FINANCIAL STATEMENTS
                              ====================

The  audited  consolidated balance sheets of the Company  as of  September  30,
2005 and 2004 the related consolidated statements of operations, stockholder's
equity and cash  flows  for  the  years  ended  September  30,  2005  and 2004
are submitted herewith.

                               CONTENTS OF REPORT

Independent  Auditors'  Reports                            F-1
Consolidated  Balance  Sheets                              F-2/F-3
Consolidated  Statements  of  Operations                   F-4
Consolidated  Statements  of  Stockholders  Equity         F-5/F-6
Consolidated  Statements  of  Cash  Flow                   F-7
Notes  to  Consolidated  Financial  Statements             F-8/F-17


A  C  I ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION


Armando C. Ibarra, C.P.A.        	Members of the California Society of
Armando Ibarra, Jr., C.P.A., JD	 	Certified Public Accountants
  				 	Members of the American Institute of
				 	Certified Public Accountants
                                 	Registered with the Public Company
				 	Oversight Accounting 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>

			VALCOM, INC. AND SUBSIDIARIES
			 Consolidated Balance Sheets


					ASSETS

					    As of 		    As of
					Setpember 30,		September 30,
					    2005		    2004
					------------		-------------

<S>						<C>			<C>

CURRENT ASSETS
   Cash				 	$    276,280 		$      21,468
   Accounts receivable, net		      87,620 		       28,767
   Production in progress			   - 		       91,201
					------------		-------------

     Total Current Assets		     363,899 		      141,436

NET PROPERTY & EQUIPMENT		      95,422 		    3,539,513

OTHER ASSETS
   Deposits			   	       8,350 		       40,631
   Other assets		     		   1,150,000 		       	    -
					------------		-------------
     Total Other Assets			   1,158,350 		       40,631
					------------		-------------
        TOTAL ASSETS			$  1,617,672 		$   3,721,580
					============		=============

<PAGE>	F-2


			LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable			$    525,478 		 $    342,116
   Accrued interest			      33,370 		      100,796
   Accrued expenses			      20,000 		       53,138
   Deferred Income			     120,000
   Due to related parties		     267,955 		      100,000
   Notes payable			     416,480		      386,952
					------------		-------------

     Total Current Liabilities		   1,383,284 		      983,002

LIABILITIES SUBJECT TO COMPROMISE
    Mortgage payable		 		   - 		    2,400,000
    Long term loans		 	           - 		       68,530
					------------		-------------

Total Liabilities subject
    to compromise		     	  	   - 		    2,468,530


TOTAL LIABILITIES			   1,383,284 		    3,451,532

STOCKHOLDERS' EQUITY
    Convertible preferred stock: all
      with par value of $0.001; shares
      authorized and outstanding as of
      September 30, 2005 and 2004 are
      as follow:
    Series B, 1,000,000 shares
      authorized; 38,000 shares issued
      and outstanding.				  38	 		   38
    Series C, 5,000,000 shares
      authorized; 6,517,416 and 4,479,999
      shares issued and outstanding as
      of September 30, 2005 and	2004,
      respectively.			       6,517 			4,480
    Sereis D, 1,250,000 shares
      authorized;  -0- and 1,250,000
      shares issued and outstanding as
      of  September 30, 2005 and 2004,
      respectively.
   Common stock ($0.001 par value,
      100,000,000 shares authorized;
      41,884,000 and 28,119,449 shares
      issued and  outstanding as of
      September 30, 2005 and 2004,
      respectively)			      41,884 		       28,120
   Treasury stock				 (35)			  (35)
   Minority Interest 				   - 		     (133,342)
   Additional paid-in capital		  10,531,335 		    8,896,116
   Retained (deficit)		         (10,345,312)		   (8,525,329)
					------------		-------------

     Total Stockholders' Equity		     234,389 		      270,049


TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY			$  1,617,672 		$   3,721,580
					============		=============


See accompanying notes to financial statements.
</TABLE>

<PAGE> F-3




<TABLE>
<CAPTION>


			   VALCOM, INC. AND SUBSIDIARIES
			Consolidated Statements of Operations


					 Year Ended		 Year Ended
					September 30,		September 30,
					    2005		    2004
					-------------		------------
<S>					<C>			<C>

REVENUES
 Rental income				$     377,931 		$  1,856,834
 Production income		 	      548,582 		      90,353
 Other income		 			3,594 		       6,293
					-------------		------------
Total Revenues		 		      930,108 		   1,953,480

COSTS AND EXPENSES
 Production		 		      430,082 		     151,048
 Selling and promotion		 	       35,645 		      76,299
 Depreciation and amortization		       92,001 		     665,525
 General and administrative		      955,690 		   5,059,272
 Consulting and professional fees	    1,301,907 		   1,292,439
 Bad debts				       59,293 			   -
					-------------		------------

Total Costs and Expenses		    2,874,618 		   7,244,582
					-------------		------------


OPERATING LOSS		 		   (1,944,510)		  (5,291,102)

OTHER INCOME & (EXPENSES)

 Interest expense			      (51,562)		    (854,161)
 Gain on sale of assets		 	      176,051 		     140,451
 Interest Income		 		    - 		       7,936
 Other income		 			    - 		      67,162
					-------------		------------

Total Other Income & (Expenses)		      124,489 		    (638,612)
					-------------		------------


NET LOSS				$  (1,820,021)		$ (5,929,714)
					=============		============

BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE

BASIC AND DILUTED
EARNINGS (LOSS) PER SHARE		$	(0.05)		$     (0.27)
					=============		===========

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING		   36,257,129 		 21,913,888
					=============		===========

See accompanying notes to financial statements.
</TABLE>

<PAGE> F-4




<TABLE>
<CAPTION>




					VALCOM INC. AND SUBSIDIARIES
				Consolidated Statement of Stockholders' Equity
				From October 1, 2003 through September 30, 2005


	 												Series C - Preferred				Additional
				Preferred Series B	Preferred Series C	Preferred Series D	Stock to be issued		Common		Paid-in		Treasury	Retained
				Shares	Amount		Shares	  Amount	Shares	   Amount	Shares	   Amount	 Shares	        Amount	Capital		Stock		Earnings	Total
				------	------		--------- ------	---------  ------	---------  ------	 ----------	------	----------	--------	--------	-----
<S>					<C>			<C>			<C>			<C>			<C>		<C>		<C>		<C>		<C>

Balance
October 1, 2003			38,000	    38		1,480,000  1,480	1,250,000  1,250		-	- 	 12,925,833	12,926 	13,108,874	-	 	(10,423,007)	2,701,562

Intercompany transfer of
  assets and discontinue
  subsidiary   ***																	(8,207,252)			  7,827,392 	 (379,860)

Shares issued for services													  9,248,617     9,849 	 2,230,574 			 		2,240,423

Shares issued for
  debt retirement														  1,198,333 	  598 	   224,052		 			  224,650

Private Placement Memorandum													  4,746,666 	4,747 	 1,406,526		 			1,411,273

Conversion of preferred stock				2,999,999  3,000     (1,250,000)  (1,250)								 					    1,750

Less treasury stock 																			(35)			 	      (35)

Net Loss																						 (5,929,714)   (5,929,714)
				------	------		--------- ------	---------  ------	---------  ------	 ----------	------	----------	--------	--------	-----
Balance
September 30, 2004		38,000	    38	 	4,479,999  4,480	 	- 	-		-	-	28,119,449	28,120 	8,762,774	(35)		 (8,525,329)	270,049

<PAGE> F-5

Shares issued for services													 7,139,268 	7,139 	 1,286,344 			 		1,293,483

Private Placement Memorandum													 6,125,000 	6,125 	   348,875		 			  355,000

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

Conversion to common					 (500,000)  (500)							   500,000 	  500 				 				-

Net Loss													(1,820,021)	 (1,820,021)
				------	------		--------- ------	---------  ------	---------  -------	 ----------	------	----------	--------	--------	-----
Balance
September 30, 2005		38,000 	    38	 	6,517,416  6,517	 	- 	-		- 	 - 	 41,883,717	41,884	10,397,993 	(35)		(10,345,350)	  101,047
				======	======		========= ======	=========  ======	=========  =======	 ==========	======	==========	========	========	=====
See accompanying notes to financial statements.
</TABLE>

<PAGE> F-6




<TABLE>
<CAPTION>


				VALCOM, INC.
		   Consolidated Statements of Cash Flows





							 Year Ended		 Year Ended
							September 30,		September 30,
							    2005		     2004
							-------------		-------------
<S>							<C>			<C>

CASH FLOWS FROM OPERATING ACTIVITIES

   Net (loss)						$  (1,820,021)		$  (5,929,714)
   Adjustments to reconcile net loss to net
    cash (used in) provided
    by operating activities:
   Depreciation expense					       92,001 		      665,525
   Beneficial interest						    - 		      290,599
   Stock issued for compensation				    - 		      885,755
   Stock issued for services				    1,293,483 		    1,342,600
   Investment write off		 				    - 		      189,392
   Changes in operating assets and liabilities:
   Receivables		 				      (58,853)		       43,140
   Production in Progress		 		       91,201 		      (91,201)
   Deposits		 				       32,281 		       74,907
   Deferred compensation		 			    - 		      258,680
   Deferred interest						    - 		      153,060
   Accounts payable and accrued expenses		       82,798 		   (2,088,509)
							-------------		-------------

    Net Cash Provided by (Used in)
	Operating Activities				     (287,110)		   (4,205,766)

CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of fixed assets		 	       55,432 		      140,451
							-------------		-------------

    Net Cash Provided by (Used in)
	Investing Activities		 		       55,432 		      140,451

CASH FLOWS FROM FINANCING ACTIVITIES

  Principal repayment of notes payable		 		    - 		    2,468,530
  Preferred stock issued for cash		 		2,537 			1,750
  Common tock issued for cash		 		      355,000 		    1,411,273
  Principal borrowings on notes		 		      (39,002)		       52,768
  Net borrowings from related parties		 	      167,955 		      (59,220)
							-------------		-------------

    Net Cash Provided by (Used in)
	Financing Activities		 		      486,490 		    3,875,101
							-------------		-------------


    Net Increase (Decrease) in Cash		 	      254,812 		     (190,214)

  Cash at Beginning of Year		 		       21,468 		      211,682
							-------------		-------------

  Cash at End of Year					$     276,280 		$      21,468
							=============		=============

  Supplemental  Cash Flow Disclosures:

  Cash paid during period for interest			$	    - 		$     854,161
							=============		=============
  Cash paid during period for taxes			$	  800 		$	  800
							=============		=============


See accompanying notes to financial statements.
</TABLE>

<PAGE> F-7



                         VALCOM, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AS OF SEPTEMBER 30, 2005

NOTE 1.  DESCRIPTION  OF  BUSINESS
=====================================================

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.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
=====================================================

Following  is  a summary of the significant accounting policies followed in the
preparation of these  consolidated  financial statements, which policies are in
accordance with accounting principles  generally  accepted in the United States
of America.


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  two 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.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)
====================================================================

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.

<PAGE> F-8

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  amounts  reported  in  the
statements  of  financial  position  for current assets and current liabilities
qualifying, as financial instruments are a reasonable estimate of fair value.

e.  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:



Building                       39 years
-------------------------  ------------
Building Improvements          39 years
-------------------------  ------------
Production Equipment            5 years
                           ------------
Office Furniture & Equip.  5 to 7 years
                           ------------
Leasehold Improvements          5 years
                           ------------
Autos and Trucks                5 years
-------------------------  ------------


f.  RECLASSIFICATIONS

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

g.  INCOME TAXES

Deferred income tax assets or liabilities are  computed based on the difference
between the financial reporting and income tax basis  of assets and liabilities
using the enacted marginal tax rate. Deferred income tax  expenses  or benefits
are based on the changes in the asset or liability from period to period.

h.  STOCK-BASED COMPENSATION

The Company accounts for its stock-based employee compensation plans  using the
intrinsic value based method, under which compensation cost is measured  as the
excess  of  the  stock's  market  price  at  the  grant date over the amount an
employee must pay to acquire the stock.

<PAGE> F-9

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)
=====================================================================

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. 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, 2005.  In September 2004, the
Company retired these shares back into the treasury.


k. NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial  Accounting  Standards Board (FASB) issued SFAS
151, Inventory Costs - an amendment of ARB No.  43,  Chapter 4.  This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory  Pricing,"  to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).   Paragraph 5 of ARB 43, Chapter  4,
previously stated that "{ellipsis} under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and re-handling costs may
be  so  abnormal as to require treatment as current  period  charges{ellipsis}"
This Statement  requires  that  those  items  be  recognized  as current-period
charges  regardless  of  whether they meet the criterion of "so abnormal."   In
addition, this Statement requires that allocation of fixed production overheads
to the costs of conversion  be  based  on the normal capacity of the production
facilities.  This Statement is effective  for  inventory  costs incurred during
fiscal years beginning after June 15, 2005.  Management does  not  believe  the
adoption  of  this  Statement  will  have  any immediate material impact on the
Company.

On  December  16,  2004,  the  Financial Accounting  Standards  Board  ("FASB")
published Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Shared-Based Payment ("SFAS 123R).  SFAS 123R requires  that  compensation cost
related  to  share-based  payment  transactions be recognized in the  financial
statements.  Share-based payment transactions  within  the  scope  of SFAS 123R
include stock options, restricted stock plans, performance-based awards,  stock
appreciation rights, and employee share purchase plans.  The provisions of SFAS
123R  are  effective  as of the first interim period that begins after June 15,
2005.  Accordingly, the  Company  will  implement  the  revised standard in the
third  quarter of fiscal year 2005.  Currently, the Company  accounts  for  its
share-based payment transactions under the provisions of APB 25, which does not
necessarily  require  the  recognition  of  compensation  cost in the financial
statements.   The Company does not anticipate that the implementation  of  this
standard will have  a  material  impact  on  its financial position, results of
operations or cash flows.

<PAGE> F-10

On December 16, 2004, FASB issued Statement of  Financial  Accounting Standards
No. 153, Exchanges of Non-monetary Assets, an amendment of APB  Opinion No. 29,
Accounting  for Non-monetary transactions ("SFAS 153").  This statement  amends
APB Opinion 29  to eliminate the exception for no monetary exchanges of similar
productive assets  and  replaces it with a general exception of exchanges of no
monetary assets that do not have commercial substance.  Under SFAS 153, if a no
monetary exchange of similar  productive  assets  meets  a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in recognition of any gain or loss.   SFAS  153  is
effective for non-monetary transactions in fiscal periods that begin after June
15, 2005.  The Company does not  anticipate  that  the  implementation  of this
standard  will  have  a  material  impact on its financial position, results of
operations or cash flows.


NOTE 3.  PROPERTY AND EQUIPMENT
==================================

Property and equipment consists of the following at:

                                September     September
                                 30,2005      30, 2004
                               ----------  ------------
Land                           $    -        $1,940,000
Building                            -         1,226,146
Building Improvements              4,500        219,211
Production Equipment              68,708         68,708
Leasehold Improvements            62,677         62,677
Autos and Trucks                  33,971         33,971
Office Furniture and Equipment    44,814         45,971
Video Equipment                  181,877        279,021
                               ----------   -----------
                                 396,547      3,875,105
Less: accumulated depreciation  (301,125)      (335,592)
                                ----------  -----------
Net book value . . . . . . .    $ 95,422     $3,539,513
                              ==========    ===========

Depreciation expense for the years ended September 30, 2005 and 2004 was
$92,001 and $665,525, respectively.


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.  All  related  interest  has
been accrued and reflected in the financial statements. Four of following eight
notes  were  converted common shares of the Company's stock subsequent to year-
end.

<PAGE> F-11

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
                         --------
                         $416,480
                         ========


NOTE 5. RELATED PARTY TRANSACTIONS
==================================

At September 30, 2004, related party payables represent $100,000 due  to  a
Director and Shareholder of the Company.

At September 30, 2005, related party payables represent $267,955 due to  the
President of the Company for his salary and various advances to the Company.


NOTE 6. 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.


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, 2005.  At
September 30, 2005, the Company had approximately  $10,345,350 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.

<PAGE> F-12

Deferred  tax  assets at September 30, 2005 consist primarily of the tax effect
of  net  operating   loss   carry-forwards,  which  amounted  to  approximately
$2,586,388.  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, 2005 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, 2005	September 30, 2004
                                 -------------------    ------------------

Tax expense (credit)
at  statutory rate-federal              (34)%			(34)%
                                 -------------------    ------------------
State tax expense net of
federal tax		                 (6)			 (6)
                                 -------------------    ------------------

Changes in valuation allowance           40			 40
                                 -------------------    ------------------

Tax  expense  at  actual  rate            -			  -
                                 -------------------    ------------------

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

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

Less:  valuation allowance                (2,586,338)		(2,131,768)
                                 -------------------    ------------------
                                 $               -0-		       -0-
                                 -------------------    ------------------


NOTE 8. STOCKHOLDERS' EQUITY
============================

a.  EQUITY INVESTMENT
---------------------

The Company accounts for its investments in companies  over  which  the Company
has significant influence or ownership of more than 20% but less than  or equal
to  50%  under  the  equity method.  The Company's 45% investment in a recently
acquired television station  has  been accounted for as an investment under the
equity method.

b.  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.

<PAGE> F-13

c.  LOSS PER COMMON SHARE
----------------------------

Basic  loss  per  common  share is based on net loss divided  by  the  weighted
average number of common shares  outstanding. Common stock equivalents were not
included in the calculation of diluted  loss per share as their effect would be
anti-dilutive.


NOTE 9.  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.
Rent expense for the year ended September 30, 2005 and  2004  were $159,905 and
$430,989, respectively.

      Future Commitments:

                        1       $ 99,000
                        2         99,000
                        3         76,250
                        ----------------
                        Total   $272,250
                        ================


NOTE 10.  STOCK ACTIVITY
==========================

a.  CONVERTIBLE PREFERRED STOCK
-------------------------------

At  September  30,  2005 and 2004, 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.

<PAGE> F-14

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, 2005.

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 11. 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. 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 12.  LITIGATION
====================

On April 7, 2003, the Company filed on an  emergency  basis a voluntary Chapter
11  bankruptcy  petition. The case is pending in the United  States  Bankruptcy
Court, Central District  of  California,  San Fernando Valley Division, as Case
No. SV 03-12998-GM.  As of December 31, 2003,  the company was in compliance of
all its duties under the Bankruptcy Code and all  applicable  guidelines of the
Office of the United States Trustee.

<PAGE> F-15

The  Company  requires  the  use  of its secured creditor's cash collateral  to
operate.  Throughout the pendency of this case, the Company has worked with its
two real estate secured lenders, Finance Unlimited, LLC and Laurus Master Fund,
Limited on the details of cash collateral  stipulation.  An  order  approving a
global  interim  cash collateral stipulation with Finance Unlimited and  Laurus
was entered on August 26, 2003. This stipulation permitted the Company's use of
the lenders' cash collateral through December 31, 2003.

On  January  15, 2004,  the  Court  approved  two  additional  cash  collateral
stipulations,  one  each  with  Finance  Unlimited  and Laurus, authorizing the
Company's  continued  use  of cash collateral through March  31,  2004  (Second
Interim Stipulation).  The Second  Interim  Stipulation generally grant Finance
Unlimited and Laurus relief from the automatic  bankruptcy stay effective March
31, 2004, and the right to hold foreclosures sales  on  their real and personal
property collateral as early as April 1, 2004.

On  June 26, 2003, the Company filed within its bankruptcy  case  an  adversary
complaint  against  six  creditors  for  injunctive  relief  and  to extend the
protections of the automatic stay arising under section 362 of Bankruptcy Code.
Through  this  action,  the  Company  seeks  to  bar  temporarily the defendant
creditors from attempting to collect on their allowed claims from the Company's
key personnel.

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.

<PAGE> F-16

Lloyd Kurtz

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

Farkhanda Rana

On  October 20, 2004 a shareholder of  Valcom  initiated  a  suit  against  the
Company  and  its President alleging violations of State and Federal Securities
Law along with  Fraud  and Breach of Contract.  The lawsuit captioned Farkhanda
Rana vs. Valcom, Inc., Valencia  Entertainment and Vince Vellardita et al. were
filed in Los Angeles Superior Court  as  Case Number PC035673.  On November 23,
2004 after a hearing the Plaintiff in this  matter obtained a pre-judgment writ
of attachment against the Company for $325,000.00.

The Company is involved from time to time in  legal proceedings incident to the
normal  course  of business. Management believes  that  the  ultimate  outcome,
except the cases mentioned above, of any pending or threatened litigation would
not have a material  adverse  effect  on  the  Company's consolidated financial
position, results of operations or cash flows.  The company settled the case on
November 10, 2005.


NOTE 13.  SUBSEQUENT EVENTS
===============================

Subsequent to September 30, 2005, the Company issued 810,000 shares  of  common
stock at  $0.06  amounting  to  $198,000  through private placements; 1,587,178
shares at $0.05 per share for services rendered; 1,495,269 shares at $0.07  per
share for liabilities. In addition to this the Company  also  issued  4,000,000
shares for $0.05 per share as per the terms of employment  agreements;  750,000
shares converted from preferred stock.


NOTE 14. GOING CONCERN
======================

The accompanying consolidated financial statements  have been prepared assuming
that the Company will continue as a going concern. The  Company  has a net loss
of $1,820,021 for the year ended September 30, 2005, and an accumulated deficit
of  $10,345,350  as  of  September  30,  2005.  The  Company had a net loss  of
$5,929,714 for the year ended September 30, 2004. These  conditions raise doubt
about the Company's ability to continue as a going concern.

Management plans to raise additional funds through private placements (see note
13)  to  keep  the Company operating.  The Company also expects  a  substantial
increase in revenues  in the coming year.  There is no guarantee that either of
these points will come to fruition.

<PAGE> F-17


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
AND FINANCIAL  DISCLOSURE
=======================================================================

On  February 1, 2005, the Registrant  engaged  Armando  C.  Ibarra,  Certified
Public   Accountants,  as  the   Registrant's   independent   accountants   to
report on the Company's  consolidated  balance sheet as of September 30, 2004,
and the related consolidated  statements  of income, stockholders' equity  and
cash flows for the year  then  ended.  The   decision  to  appoint  Armando C.
Ibarra, Certified Public Accountants  was   approved   by   the   Registrant's
Board  of  Directors.

The   Registrant   auditors,  Kabani  &  Company,  Inc.   PA   (herein   after
"KC") resigned  effective February 1, 2005.  KC  served  as  the  Registrant's
independent auditors'  for  the Registrant's fiscal years ended  September 30,
2003 and 2002, as  well  through  the  date  of  its dismissal. KC's report on
the Registrant's consolidated financial statements for the registrant's fiscal
year September 30, 2003  and  September  30,  2002  (the "Reports")  does  not
contain an adverse opinion or  disclaimer  of opinion and was not qualified or
modified as to uncertainty, audit  scope  or  accounting  principles, however,
it was modified to include an explanatory  paragraph  wherein  they  expressed
substantial  doubt  about  the  Registrant's   ability  to continue as a going
concern.

During  the  Registrant's  association  with  KC  as  Registrant's  independent
accountants  until   KC's  resignation,  there  were  no  disagreements with KC
within the  meaning  of  item  304  of  regulation  S-B  or   any   matter   of
accounting  principles   or   practices,   financial   disclosure,  or auditing
scope   or   procedure,   which   disagreements   if   not   resolved   to KC's
satisfaction,  would  have  caused   KC   to  make  reference  to  the  subject
matter of the disagreements  in  connection  with  its  reports.


ITEM  8A.  CONTROLS and PROCEDURES
==================================
Disclosure controls and procedures  are  designed  to ensure  that  information
required  to  be  disclosed  in  the  Company's periodic reports filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in  the  rules  and forms of the Securities and Exchange Commission. Disclosure
controls  and  procedures  include, without limitation, controls and procedures
designed  to  ensure  that information required to be disclosed in the periodic
reports  filed  under  the  Securities Exchange  Act of 1934 is accumulated and
communicated to management, including the Chief Executive Officer and Principal
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Within  the  90  days  prior  to  the  filing date  of this Report, the Company
conducted an evaluation of the effectiveness of the design and operation of its
disclosure  controls  and  procedures  pursuant to Securities Exchange Act Rule
13a-14.  This  evaluation  was  conducted  under  the supervision  and with the
participation  of the Company's Chief Executive Officer and Principal Financial
Officer.

                          EFFECTIVE DISCLOSURE CONTROLS
                          -----------------------------

Based upon  that  evaluation, the Company's officers concluded that many of the
Company's  disclosure  controls  and  procedures  are  effective  in gathering,
analyzing and disclosing information needed to satisfy the Company's disclosure
obligations  under  the  Securities  Exchange  Act  of 1934.  For  example, the
Company's internal controls, particularly the areas of payroll, control of cash
and accounts payable, are effective. In addition,  the  Audit  Committee  meets
with the principal accounting officer on a regular basis to review and evaluate
the Company's financial position. The Audit Committee also reports to the Board
of Directors  on  the  accounting  and finance  functions  on  a regular basis.

                        WEAKNESSES IN DISCLOSURE CONTROLS
                        ---------------------------------
None.



CHANGES IN INTERNAL CONTROLS
-------------------------------

There were  no  significant  changes  in  the Company's internal controls or in
other factors that could significantly affect  those  controls  since  the most
recent  evaluation  of  such  controls.


ITEM  8B.  OTHER INFORMATION
============================
None


                                    PART III
                                    ========


ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS
DIRECTORS  AND  EXECUTIVE  OFFICERS
=======================================================================


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


Name                  Age                Position                Since
-------------------  -----             -----------              --------
Vince Vellardita. .     48  CEO/President/Chairman of the Board   2000
Richard Shintaku. .     56  Director                              2003
Bonnie Nelson . . .     54  Director                              2005
Sandra Markham. . .     45  Secretary/Treasurer                   2005

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  -  48

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
instrumental 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 for
the past four years by the hit  CBS  series JAG and Fox's Power Rangers. Mr.
Vellardita began his career in 1977  as  a  music  producer  and promoter of
live shows and is  credited  with  bringing  Duran/Duran  and  U2  to  North
America for  their  first  US tours. He also produced a benefit tour for the
1980  Presidential campaign of John Anderson. Mr. Vellardita  is  a  25-year
veteran  production  executive  with  a  successful track record.  While  in
Nashville,Mr. Vellardita was responsible for the turnaround for a production
house for music into a television satellite network, housing multiple sound-
stages  and  edit bays. Mr. Vellardita also increased revenues  by  bringing
national accounts to this network. Mr. Vellardita has been involved in  over
10,000  episodes of television and 100 films. After Mr. Vellardita's success
in  Nashville,  he  moved  to  Los Angeles, focusing on film and television,
where  he  developed  independent production studios. Mr. Vellardita handled
everything from the  coordination  of  sales and contracts  negotiations, to
the launching of marketing  strategies  to  lure  some of the  biggest names
in the television community.  These include Paramount, Warner  Brothers, and
Disney. Mr. Vellardita does  not  currently  serve  as  a  director  of  any
other  reporting company.

Richard  Shintaku - 56 Director

The  Company appointed Mr. Shintaku to its Board of Directors  on  August 5,
2003.  He  is  currently  President  and CEO of Inter-Continental Associates
Group, LLC and ICAG, Inc. Mr. Shintaku has been married for 36 years and has
two  daughters  and  three  grandsons and resides at Lake Las Vegas, Nevada.
ICAG has been a leading investment  and consulting firm in the  Asia/Pacific
region since 1973. ICAG is a Merrill Lynch investment "Alliance Partner". He
is currently Vice President and principal  of MRI  International,  Inc., one
of  the  nations largest medical receivables  funding  companies,  Executive
Vice  President  and  principal of JMR Nevada, Inc. (Harmon Medical Center),
and KK JMR (Medical, Japan centers). Mr. Shintaku is also Chairman  and  CEO
of Premier Entertainment Services,  Inc., (product  placement  in   Digatech
International, Inc.  (Gaming technology) and  Owner/Proprietor of The  Royal
Hawaiian Farms (Pistachio/Grapes). He is a Partner of Super  Nova  Financial
Services  (NY  Mercantile  Exchange).  He  also serves on various  board  of
directors  of many Asian and domestic firms. He has recently been  asked  to
serve as the first Honorary Consul General of  Japan in the State of  Nevada
and  is  presently  serving  as  the Nevada representative on the Republican
Presidential  Roundtable.

Bonnie Nelson - 54 Director

Ms.  Nelson  is  54 years old and resides in Aventura, Florida.  Ms. Nelson has
been a member of the  Board of Directors of Lakeview Health Systems, a drug and
alcohol rehab facility, since February 2000 until December 2003.

For more than fives years,  Ms.  Nelson  has consulted and facilitated numerous
development  stage companies performing, but  not  limited  to,  the  following
activities: Corporate  restructuring;  Debt  including  asset  based financing;
Forming  management  teams with "hands on" operation supervision;  Coordinating
corporate public relations.  Ms. Nelson  has various  experiences  in  numerous
medical ventures, as principal and consultant for both start-up and established
companies.  These include but are not limited to: Infectious  Disease  Centers,
Medical  Practice  Centers; and IV Therapy Corporations. Since 1998, Ms. Nelson
has been President  of  Growth Capital One Corp., a merchant banking company.



Sandra Markham  -  45 Treasurer and Secretary

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

Section  16(a)  Compliance

Section  16(a)  of  the  Securities Exchange  Act of 1934, as amended, requires
officers,  directors  and  beneficial  owners  of more than 10% of any class of
equity  securities of a public company to file with the Securities and Exchange
Commission  certain  individual periodic reports -- (Form 3) (Initial Statement
of Beneficial  Ownership  of  Securities),  Form  4 (Statement  of  Changes  of
Beneficial Ownership of Securities) and Form 5 (Annual Statement of  Beneficial
Ownership of Securities)  --  which  disclose  their beneficial  ownership   of
the  company's  securities.  Securities   and   Exchange Commission regulations
require officers, directors  and  greater than 10% stockholders to furnish  the
Company with copies of  all such forms they file. The Company's other directors
and executive officers and more than 10% stockholders filed their Section 16(a)
reports as required.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
                =================================================

Each director is elected  to  serve for a term of one (1) year until  the  next
annual   meeting  of  stockholders  or  until  a  successor  is   duly  elected
and  qualified.  There  are  no  family   relationships   among  directors   or
persons  nominated   or  chosen   by  the  Company  to  become  a director. The
present term of office  of each director will expire at the next annual meeting
of stockholders. During  the  fiscal year ended September 30, 2005 the Board of
Directors held 22 meetings.  No  director attended fewer than 75% of the  total
number of 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.

The   Board   of  Directors  has  two  committees,  the  Audit  Committee   and
the Compensation  Committee.  All Directors are members of the Audit Committee.
As of September 30, 2005, the members of the Compensation Committee were  Vince
Vellardita  and  Sandra Markham.


ITEM  10  EXECUTIVE  COMPENSATION
=================================

The  Summary  Compensation  Table below sets forth all compensation paid to the
Company's  officers  and  directors during the fiscal years ended September 30,
2005, 2004  and  2003.


<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                          ----------------------------

                                             Long Term Compensation
                                             ----------------------
                               Annual  Compensation            Awards	Payouts
                               --------------------            ------   -------

                              (b)       (C)          (d)          (e)	 (f)      (g)      (h)   (i)
                            --------  -----------  -----------  -------- ------  --------  -----  ---
<S>					<C>				<C>			<C>
                            All
                            Other     Securities   Other
                            Annual    Restricted   Underlying   Comp-
                            Compen-   Stock        Options/     LTIP      ensa-
                            Salary    Bonus        sation       Award(s)  SARs	 Payouts
Name & Principle Position.  Year      ($)          ($)       	($) 	  ($)    ($)
                            --------  -----------  -----------  --------  -----	 -------

Vince
Vellardita, Chairman,
CEO & President		      2003      120,000            *         *	      *        *
                            --------  -----------  -----------  --------  -----	 -------
                              2004      140,400            *         *	      *        *
                            --------  -----------  -----------  --------  -----	 -------
Bonnie Nelson,
Director (1)		      2005      120,000            *         *	      *        *
                            --------  -----------  -----------  --------  -----	 -------
Sandra Markham,
Secretary, Treasurer,	      2005       46,800            *         *	      *        *
                            --------  -----------  -----------  --------  -----	 -------

</TABLE>

NONE

Effective  April  2004,  the Board of Directors  appointed  Tracey  Eland   as
Treasurer  and  Secretary. Ms. Eland resigned  and  was  replaced  by   Sandra
Markham.  Ms. Markham was appointed as Treasurer and Secretary effective  July
22, 2005.



EMPLOYMENT  AGREEMENTS
----------------------

The  Company  is  a  party  to  employment  agreement  with  Vince  Vellardita.

VINCE  VELLARDITA

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.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  &  MANAGEMENT
==============================================================================

The   following   table  sets  forth,  as  of  January  11,  2006  the  number
and percentage  of  shares  of  common stock owned of record and  beneficially
by any "group"  as that term is defined in Item 403 of Regulation S-B), person
or firm that  owns more than five percent (5%) of  the  Company's  outstanding
common stock (the  Company's  only  class  of  voting  securities).

a)  Security  Ownership  of  Certain  Beneficial  Owner


<TABLE>
<CAPTION>


NAME OF                    NUMBER OF SHARES BENEFICIALLY OWNED (2)  PERCENT OF TOTAL
BENEFICIAL OWNER (1)
-------------------------  ---------------------------------------  ----------------
<S>                         <C>                                     <C>
Vince  Vellardita                         8,070,549                    	19.71%
920 South Commerce Street
Las Vegas, NV  89106
-------------------------  ---------------------------------------  ----------------
E-Blaster  International                  3,000,000                    	10.68%
JL. H.R. Rasuna  Said Kav.
B-1  6th  Floor,
Jakarta,  12920
Indonesia  (2)
-------------------------  ---------------------------------------  ----------------
Radorm Technology Limited                   567,824                      2.02%
Jakarta,  12920
Indonesia  (2)
-------------------------  ---------------------------------------  ----------------
Great Asian  Holdings  Ltd.               2,110,422                    	 7.51%
Jakarta,  12920
Indonesia  (2)
-------------------------  ---------------------------------------  ----------------
David Dadon                               3,000,000                    	10.68%
Los Angeles, CA
-------------------------  ---------------------------------------  ----------------

</TABLE>
      (1)  Includes  all  stock  held  either  personally  or  by  affiliates.
      (2)  These  three entities together comprise a "group" as defined in Item
            403 of Regulation  S-B.

(b)  Security  Ownership  of  Management
----------------------------------------

The  following   table   sets   forth,  as of January 13, 2006  the number  and
percentage   of  the  equity  securities   of   the   Company,  its  parent  or
subsidiaries, owned  of  record or beneficially by each  officer,  director and
person nominated to  hold  such  office  and  by  all  officers  and  directors
as  a  group.



<TABLE>
<CAPTION>


NAME OF                NUMBER OF SHARES BENEFICIALLY OWNED (2)	PERCENT OF TOTAL
BENEFICIAL OWNER (1)
--------------------   ---------------------------------------  ----------------
<S>                                                <C>        <C>
Vince Vellardita               8,070,549                    	 19.71%
--------------------   ---------------------------------------  ----------------
Richard Shintaku               3,395,833                    	  5.02%
--------------------   ---------------------------------------  ----------------
Bonnie Nelson
--------------------   ---------------------------------------  ----------------
Sandra Markham
--------------------   ---------------------------------------  ----------------
All officers and
directors  as a group
(4  people)
--------------------   ---------------------------------------  ----------------

</TABLE>
(1)  Includes  all  stock  held  either  personally  or  by  affiliates.
(2)  Includes  ownership  of  record  and  beneficial  ownership.

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  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
=============================================================

There  are  no  family  relationships  among  directors, executive officers or
persons chosen by the Company to be nominated as a director or appointed as an
executive officer of  the  Company  of  any  of  its affiliated  subsidiaries.


ITEM  13.  EXHIBITS
===================


Ex. 31.1   Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002
Ex. 31.2   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. 32.2   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
           of 2002
Ex.  1.1   Consent of Armando C. Ibarra, C.P.A.


ITEM  14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
=================================================

The aggregate fees billed by  Armando C. Ibarra, Certified Public Accountants
for professional services  rendered for the audit  of  the  Company's  annual
financial statements for the years ended   September 30, 2005  and  2004, the
review of the financial statements included in the Company's Forms 10-QSB and
Forms 8K totaled $21,500 and $18,000 as follows:

<TABLE>
<CAPTION>
                       2005        2004
<S>                <C> <C> <C>
Audit fees           $17,000     $15,000
Quarterly reviews    $ 4,500     $ 3,000

Total                $21,500     $18,000

</TABLE>






<PAGE>




                         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, 2006             VALCOM,  INC.,  a  Delaware  corporation

                               By:  /s/  Vince Vellardita
                                    ----------------------
                                         Vince  Vellardita
                                         Chief  Executive  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.

<TABLE>

SIGNATURE                  	TITLE                                  DATE
---------                  	-----                                  -----
<S>				<C>					<C>

By:  /s/Vince  Vellardita  	Chief Executive Officer, Pres. January 13, 2006
    --------------------   	Chairman  of  the  Board
        Vince  Vellardita

By:  /s/  Richard Shintaku,   Director               	       January 13, 2006
     ----------------------
          Richard  Shintaku

By:  /s/  Bonnie Nelson,    	Director                       January 13, 2006
     ---------------------
     Bonnie Nelson

By:  /s/  Sandra Markham   	Secretary and Treasurer        January 13, 2006
    ---------------------
          Sandra Markham

</TABLE>