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, 2004
             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)

               41 North Mojave Road, Las Vegas, Nevada 89101-4812
               --------------------------------------------------

               (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:
$1,953,480
Aggregate  market  value  of  the  voting  stock  as  of  September  30,  2004 :
$6,178,574
Number  of  common  shares  outstanding  as  of  9/30/04  at  $.001  par  value:
28,119,449

                    Documents Incorporated By Reference: None
         Transitional Small Business Disclosure Format: Yes ____ No _X_








                               DATED MARCH 16, 2005
                               ===================

<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

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  and  Related  Stockholder  Matters
Item  12.  43    Certain  Relationships  and  Related  Transactions
Item  13.  43    Exhibits,  Financial  Statement  Schedules,  and  Reports  on
                 Form  8-K
Item  14.  44    Disclosure  Controls  and  Procedures

Signatures 47

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

                                       -2-
<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,  2004,  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:

                                       -3-
<PAGE>

     a) Studio rental - the Company operates nine production soundstages and
leases to production companies. Seven of the nine sound and production stages
are owned by the Company in Las Vegas, Nevada, while the remaining two stages
are leased from a third party under an operating lease agreement in Valencia,
California.

     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.

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

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

1.  STUDIO  RENTAL.
Through  our  subsidiary, Valencia Entertainment International, LLC, we operated
eight  sound stages in Valencia, California until June 10, 2004, when six of our
eight  sound  stages  were  sold off to pay the debts of Laurus Master Funds and
Finance  Unlimited  (see the below disclosure). We currently lease the other two
sound stages. Beginning June 2003, we signed a one-year lease with five one-year
options  for  our  sound  stages, with an option to purchase the sound stages as
well.  In  addition,  we  acquired  seven  and one half acres of property in Las
Vegas,  Nevada  with 162,000 square feet of buildings, which are being renovated
into  seven  sound  stages  for  rental.  Our  subsidiary,  Half Day Video, Inc.
supplies  personnel,  cameras,  and  other  production  equipment  to  various
production  companies  on  a  short-term  basis.

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 June10, 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.

                                       -4-
<PAGE>

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,  TV,  &  ANIMATION  PRODUCTION.

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.

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.

3.  BROADCAST  TELEVISION.

The  Company  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,  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.  Valencia
Entertainment  International  (VEI),  a subsidiary of ValCom, which leases three
acres  and  a  52,000  square  foot  production  facility  that  includes  two
full-service  sound  stages in Valencia, California, is currently the studio set
for  JAG,  produced  by  Paramount Pictures and NCIS produced by Don Belisarious
Productions.  VEI'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.

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

The  Company  continuously  reviews  industry  developments  and regulations for
potential  expansion

                                       -5-
<PAGE>

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 and 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.

                                       -6-
<PAGE>

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, 2004, the Company had 15 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
===================================

                                    PREMISES

The  Company's corporate offices are located at 41 North Mojave Road, Las Vegas,
Nevada 89101 and facility offices at 28309 Avenue Crocker, Valencia, California.
The  Company leases three acres of land in Valencia, California and operates two
production  sound  stages.  Beginning June 2003, we signed a one-year lease with
five one-year options for our sound stages, with an option to purchase the sound
stages  as  well.  In  addition,  the Company acquired 80% of seven and one half
acres  of  property  in  Nevada with 162,000 square feet of buildings, which are
being  renovated  into  seven  sound  stages  for  rental.

                                       -7-
<PAGE>

Our  subsidiary,  Half  Day  Video,  Inc. supplies personnel, cameras, and other
production  equipment  to  various  production  companies on a short-term basis.

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.

                                       -8-
<PAGE>

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.


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,  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 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 holders of shares of Series C Preferred Stock then
outstanding  shall  be entitled to receive an amount equal to the purchase price
per  share.  With  respect to rights on liquidation, Series B, C and D Preferred
Stock  shall  rank senior to the common stock but Series C Preferred Stock shall
be  senior to both Series B and D Preferred Stock while Series D Preferred Stock
shall  be  junior to both Series B and C Preferred Stock. The Board of Directors
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.

                                       -9-
<PAGE>

As  of  September  30,  2004,  the Company had 28,119,449 shares of common stock
outstanding,  with approximately 7,500,000 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

<TABLE>
<CAPTION>


Date                  Bid              Ask
------               -----            -----
                 Low      High     Low      High
                ------  -------  ------  -------
<S>              <C>     <C>      <C>     <C>
2003
====
First  Quarter.  $0.200  $ 0.400   $0.140  $ 0.390
                 ------  -------   ------  -------
Second  Quarter  $0.060  $ 0.210   $0.050  $ 0.210
                 ------  -------   ------  -------
Third  Quarter.  $0.050  $ 0.100   $0.050  $ 0.090
                 ------  -------   ------  -------
Fourth  Quarter  $0.080  $ 0.510   $0.080  $ 0.440
                 ------  -------   ------  -------
<S>              <C>     <C>       <C>     <C>
2004
=====
First  Quarter.  $0.340  $ 0.420   $0.480  $ 0.500
                 ------  -------   ------  -------
Second  Quarter  $0.330  $ 0.340   $0.400  $ 0.410
                 ------  -------   ------  -------
Third  Quarter.  $0.090  $ 0.140   $0.300  $ 0.320
                 ------  -------  ------  -------
Fourth  Quarter  $0.200  $ 0.220   $0.220  $ 0.260
---------------  ------  -------   ------  -------
</TABLE>


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.

MARKET
------

The  Company's  securities  are  currently  quoted  on the Nation Association of
Securities  Dealers,  Inc.'s NASDAQ Over-the-Counter Bulletin Board: VACM and on
the  Frankfurt  XETRA:  "VAM".

SECURITY  HOLDERS
-----------------

As  of  September  30,  2004,  the  Company had approximately 3,000 common stock
holders.

                                      -10-
<PAGE>

DIVIDENDS
---------

There  have  been  no cash dividends declared or paid since the inception of the
Company.  However,  the  Board  of  Directors  declared  a  dividend through the
acquisition  of assets for stock in Eye Span Entertainment Network, Inc. (ESEN),
a  newly  formed  soon  to  be  public  company,  to  be  disseminated  to
ValCom  shareholders  of  record  as  of December 15, 2003, payable February 28,
2004.  Shareholders  will  receive shares of ESEN as a pro-rata of the amount of
ValCom shares being held. Fractional shares will not be disseminated. The amount
of  shares  of  the  newly formed ESEN to be disseminated will be announced at a
later  date.

Subsequently  this agreement was terminated by the parties on September 15, 2004
under  clause  8.2  of  the  agreement  between  ValCom  Inc  and  ESEN.

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, 2004, 28,119,449 shares of Common Stock were outstanding and
held  of record by approximately 3,200 persons. In addition, 4,479,999 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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES
-------------------------------------------

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

Fiscal  Year  ended  September  30,  2004,  the Company issued 598,333 shares of
common  stock  in lieu of debt retirement. The value of the debt retired totaled
approximately  $24,352.  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 500,000 shares of
common  stock in lieu of prepaid development costs. The value of the development
costs  totaled  approximately $215,000, 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 650,000 shares of
common  stock  in  lieu  of prepaid acquisition and development costs of the Las
Vegas  Studios.

                                      -11-
<PAGE>

The  value  of  the  development costs totaled approximately $266,500, 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 1,900,000 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.

                                      -12-
<PAGE>

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.

                                      -13-
<PAGE>

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 September 7, 2004
of  $0.21.

<TABLE>
<CAPTION>


With % below market   Price per share   Discount of 35%   Number of Shares Issuable  Percentage of Outstanding stock
--------------------  ----------------  ----------------  -------------------------  --------------------------------
<S>                   <C>               <C>               <C>                        <C>

25%. . . . . . . . .  $         0.1575  $         0.1024                  7,324,218                            21.58%
                      ----------------  ----------------  -------------------------  --------------------------------
50%. . . . . . . . .  $         0.1050  $         0.0683                 10,980,966                            29.21%
                      ----------------  ----------------  -------------------------  --------------------------------
75%. . . . . . . . .  $         0.0525  $         0.0341                 21,994,134                            65.82%
--------------------  ----------------  ----------------  -------------------------  --------------------------------
</TABLE>


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.

                                      -14-

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,  2004,  ValCom,  Inc.  operations  were  comprised of the
following  divisions:

1.  Studio

2.  Rental  Division

3.  Broadcast  Television;  and

4.  Film  and  Television  Production.

RENTAL

The  Company  operates two sound stages in Valencia, California, which we lease.
Beginning  June  2003,  the  Company has a newly signed one-year lease with five
one-year  options  for  two sound stages, which generates $504,000 annually with
cost-of-living  increases.  The  Company acquired 80% ownership in seven and one
half  acres  of  property in Nevada with 162,000 square feet of buildings, which
are being renovated into seven sound stages for rental. Our subsidiary, Half Day
Video,  Inc.  supplies  personnel,  cameras,  and  other production equipment to
various  production  companies  on  a  short-term  basis.

                                      -15-
<PAGE>

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 for a 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 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 SEPTEMBER 30, 2004 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30,
================================================================================
2003
====

Revenues  for  the year ended September 30, 2004 decreased by $ 328,399 or 14.4%
from  to $2,281,879 for the same period in 2003 to $1,953,480 for the year ended
September  30,  2004.  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, 2004 decreased by $263,176 or
63.5%  from  $414,224  for the year ended September 30, 2003 to $151,048 for the
same  period  in  2004.  The decrease 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, 2004 increased by
$55,554 or 268% from     $20,745 for the same period in 2003 to $ 76,299 for the
year ended September 30, 2004. The decrease was due principally to a decrease in
travel  and  public  relations  expenses.

Depreciation  and  amortization  expense  for  the year ended September 30, 2004
increased  by  $317,148 or 91.04% from $348,377 for the year ended September 30,
2003  to  $665,525 for the same period in 2004. 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, 2004
increased  by  $2,891,440  or

                                      -16-

<PAGE>

133.37%  from $2,167,832 for the year ended September 30, 2003 to $5,059,272 for
the same period in 2004. 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, 2004 increased
by $681,100 or by 111.41% from $611,339 for the year ended September 30, 2003 to
$  1,292,439for  the  same  period  in  2004.  The  decrease  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, 2004 decreased by $80,180 or
100%  from  $80,180  for the year ended September 30, 2003 to $0.00 for the same
period  in  2004.

The decrease in bad debts was primarily due to the write-off of an uncollectible
note receivable from a former officer and director of the Company and write-offs
associated  with  various production agreements, all occurring in the 2003 year.
Interest  expense for the year ended September 30, 2003 decreased by $268,229 or
31.40%  from  a negative of  $1,112,239 for the year ended September 30, 2003 to
negative  of  $  854,161for  the  same  period  in  2004.  The  decrease was due
principally to the write off of interest associated with convertible debt in the
prior  year  period.

Other income for the year ended September 30, 2004 increased by $17,162 or 34.3%
from  $50,000  for  the  year  ended  September 30, 2003 to $67,162 for the same
period in 2004. The increase was due to a gain recognized from the sale of fixed
assets  offset by the loss recorded on equity investment of ValCom Broadcasting,
LLC.

Net Loss from discontinued operations for the year ended September 30, 2004 were
$0.00  compared  to  a  negative of $ 108,445 for the same period in 2003. These
expenses  represent  the  operating  loss from discontinued operations partially
offset  by the gain on disposal of discontinued operations of Brentwood Magazine
and  property  in  Valencia,  California.

Due  to  the  factors  described  above,  the  Company's  net  loss increased by
$3,499,555  from a loss of $2,430,159 for the year ended September 30, 2003 to a
loss  of  $5,929,714  for  the  same  period  in  2004.

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 $5,929,714 and cash flow
from  operations  of  $5,268,905  for  the year ended September 30, 2004, and an
accumulated  deficit of $8,658,671 at September 30, 2004. These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Cash  totaled  $21,468  on September 30, 2004, compared to $211,682 at September
30,  2003.  During  the  fiscal year 2004, net cash used by operating activities
totaled  $5,268,905  compared  to  a negative cash flow of $300,582 for the year
ended September 30, 2003. 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 $3,807,194
compared  to cash provided of $16,067 for the year ended September 30, 2003. Net
cash provided by investing activities during fiscal year 2004 totaled $1,404,839
compared  to  of $184,395 during the year ended September 30, 2003, for proceeds
from  sales  of  fixed  assets  and  decreased  expenditures for the purchase of
equipment.

                                      -17-
<PAGE>

The  above  cash  flow  activities yielded a net cash increase of $56,872 during
fiscal  year  2004  compared  to  a  decrease  of $131,692 during the year ended
September  30,  2003.

Net  working  capital  (current  assets less current liabilities) was a negative
$991,566  as of September 30, 2004. During the twelve months ended September 30,
2004, the Company raised $1,411,273 from private placements of common stock. The
Company  will  need  to  continue  to  raise funds through various financings to
maintain  its  operations  until  such  time  as cash generated by operations is
sufficient  to  meet  its  operating  and  capital  requirements.

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  $120,048  in  fiscal  year  2004.
Additional  paid  in  capital  decreased  to  $8,746,116  in  fiscal  year ended
September  30,  2004.


                   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 sheet of the Company as of September 30, 2004
and  the related consolidated statements of operations, stockholder's equity and
cash  flows  for  the  years  ended  September  30,  2004 and 2003 are submitted
herewith.

                                      -18-
<PAGE>

                               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


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, 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.  The  consolidated
financial  statements  of  ValCom, Inc. as of December 31, 2003, were audited by
other  auditors  whose report dated February 5, expressed an unqualified opinion
on  those  statements.  Their report included an explanatory paragraph regarding
going  concern.

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,  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 17 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.

ARMANDO  C.  IBARRA,  CPA
MARCH 10, 2005
Chula  Vista,  Ca.  91910

                                      F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
ValCom Inc,
We have audited the accompanying consolidated balance sheet of ValCom Inc, and
subsidiaries as of September 30, 2003, and the related consolidated statements
of operations, shareholders' equity, and cash flows for the years ended
September 30, 2003 and 2002. 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 audits in accordance with auditing standards generally
accepted in the United States of America. 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
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of ValCom Inc., and subsidiaries as of September 30, 2003, and the
consolidated results of their operations and cash flows for the years ended
September 30, 2003 and 2002 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. During the years
ended September 30, 2003 and 2002, the Company incurred net losses of
$2,430,159 and 4,827,818, respectively. In addition, the Company's net cash
used in operating activities was $300,582 for the year ended September 30,
2003, and the Company's accumulated deficit was $10,556,350 as of September
30, 2003. In addition, the Company is in default on numerous of its debt
obligations. Valencia Entertainment International, LLC, a California limited
liability company and a subsidiary of the Company filed on April 7, 2003, a
voluntary petition in bankruptcy for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of California (note 10). The main income of the Company is from the
operations of Valencia Entertainment International. These factors, among
others, as discussed in Note 15 to the consolidated financial statements,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 15. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS
Fountain Valley, California
February 5, 2004

<TABLE>
<CAPTION>


                          VALCOM, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                               As of September 30,


                                     ASSETS
                                     ======

2004   , 2003
                                  -------------------  -------------------
<S>                               <C>                  <C>

Current  Assets:
Cash  &  Cash  equivalents . . .  $            21,478  $           211,682
                                  -------------------  -------------------
Accounts  receivable,  net . . .               28,767               71,907
                                  -------------------  -------------------
Production in progress . . . . .               91,201                    -
                                  -------------------  -------------------
Note  receivable,  current . . .                    -               52,768
                                  -------------------  -------------------

--------------------------------  -------------------  -------------------

                                  -------------------  -------------------
<S>                               <C>                  <C>
Property  and  equipment  -  net            3,539,513           11,600,303
                                  -------------------  -------------------
Deferred Compensation. . . . . .                    -              258,680
                                  -------------------  -------------------
Deferred  financing  costs . . .                    -              153,060
                                  -------------------  -------------------
Deposits  and  other  assets . .               40,631              115,538
                                  -------------------  -------------------

Total  Assets. . . . . . . . . .  $         3,721,580  $        12,463,938
                                           ==========           ==========
</TABLE>


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

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                          VALCOM, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                  AS OF SEPTEMBER 30,
                                  --------------

LIABILITIES  AND  STOCKHOLDERS'  EQUITY
=======================================


Liabilities  Not  Subject  To  Compromise                                   2004            2003
Current  liabilities:                                                     --------         -------
Accounts  payable                                                         $342,116        $373,143
Accrued  interest                                                          100,796         672,577
Accrued  expenses                                                           53,138         365,858
Due  to  related  parties                                                  100,000          34,257
Notes  payable                                                             386,952       7,853,428
                                                                    --------------   -------------
Total  Current  Liabilities                                                983,002       9,299,263
<S>                                                                    <C>              <C>

Mortgage Payable. . . . . . . . . . . . . . . . . . . . . . . . . . .    2,400,000               -
 Long term loans. . . . . . . . . . . . . . . . . . . . . . . . . . .       68,530               -
Pre-petition  trade  accounts  payable . . . . . . . . . . . . . . . .           -         206,249
Pre-petition  Payables  due  to  related  parties. . . . . . . . . . .           -         124,963
Pre-petition  accrued  expenses. . . . . . . . . . . . . . . . . . . .           -         131,902
                                                                      -------------  -------------
Total  Long- term Liabilities. . .                                       2,468,530         463,114
                                                                      -------------  -------------
   Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . .    3,451,532       9,762,377




STOCKHOLDERS' EQUITY
 Convertible preferred stock: all with par value of $0.001;
 shares authorized and outstanding as of September 30,
 2004 and 2003 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; 1,480,000 shares
        issued and outstanding AS OF SEPTEMBER 30, 2003 . . . . . . .           4,480          1,480
      Series D, 1,250,000 shares authorized; 4,479,999 & 1,250,000 shares
        issued and outstanding as of September 30, 2004 & 2003, respectively                   1,250

   Common stock ($0.001 par value, 100,000,000 shares authorized
    28,119,449 and  12,925,833 shares issued and  outstanding
      as of September 30, 2004 and 2003, respectively). . . . . . . .          28,120         12,926
    Treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . .             (35)
    Minority Interest . . . . . . . . . . . . . . . . . . . . . . . .        (133,342)
   Additional paid-in capital . . . . . . . . . . . . . . . . . . . .       8,896,116     13,242,217
   Retained earnings (deficit). . . . . . . . . . . . . . . . . . . .      (8,525,329)   (10,556,350)
Need underlines
                                                                          ------------  -------------
     Total Stockholders' Equity           . . . . . . . . . . . . . .         270,048      2,701,561
Need underlines                                                           ------------  -------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY            . . . . . . . .  $      3,721,580   $ 12,463,938
                                                                          ============  =============

</TABLE>

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

                                       F-3
<PAGE>





                          VALCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                   For the year ended    For the year ended
                                                                                   September 30, 2004    September 30, 2003
<S>                                                                       <C>                                      <C>
Revenue:
Rental . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                            1,856,834   $         1,945,422
Production . . . . . . . . . . . . . . . . . . . . . . . . .                                  90,353               336,457
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   6,293                     -
                                                              ---------------------------------------  --------------------

Total Revenue. . . . . . . . . . . . . . . . . . . . . . . .                               1,953,480             2,281,879
                                                              ---------------------------------------  --------------------

Cost and Expenses:
Production . . . . . . . . . . . . . . . . . . . . . . . . .                                 151,048               414,224
Selling and promotion. . . . . . . . . . . . . . . . . .                                      76,299                20,745
Depreciation and amortization. . . . . . . . . . . . . . . .                                 665,525               348,377
General and administrative . . . . . . . . . . . . . . . . .                               4,869,879             2,167,832
Consulting and professional fees
no underline . . . . . . . . . . . . . . . . . . . . . . . .                               1,292,439               611,339
Bad debts . . . . . . . . . . . . . . . . . . . . . . .                                                             80,180
Goodwill impairment. . . . . . . . . . . . . . . . . . . . .                                       -
                                                              ---------------------------------------  --------------------
Total Cost and Expenses. . . . . . . . . . . . . . . . . . .                               7,055,190             3,642,697
                                                              ---------------------------------------  --------------------

Operating loss . . . . . . . . . . . . . . . . . . . . . . .                              (5,101,710)           (1,360,818)

Other Income (Expense):
    Interest expense . . . . . . . . . . . . . . . . . . . .                                (854,161)           (1,112,239)
       Gain on sale of assets. . . . . . . . . . . . . . . .                                 140,451                78,750
       Loss on Equity Investment . . . . . . . . . . . . . .                                                       (57,765)

       Interest income . . . . . . . . . . . . . . . . . . .                                   7,936
   Other income. . . . . . . . . . . . . . . . . . . . . . .                                  67,162                50,000
                                                              ---------------------------------------  --------------------

Total Other Income (Expense) . . . . . . . . . . . . . . . .                                (638,612)           (1,041,254)
                                                              ---------------------------------------  --------------------
Loss from continuing operations. . . . . . . . . . .          $                           (5,740,322)           (2,402,072)

Discontinued Operations:
        Operating loss from discontinued operations. . . . .                                                      (108,445)

         Net gain on disposal of discontunued operations . .                                 189,392                80,358
                                                              =======================================  ====================
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .  $                           (5,929,714)  $        (2,430,159)
                                                              =======================================  ====================
Basic and diluted loss per share from continuing
    Operations . . . . . . . . . . . . . . . . . . . . . . .  $                                (0.27)                (0.19)
                                                              =======================================  ====================
Basic and diluted loss per share from discontinued
    Operations . . . . . . . . . . . . . . . . . . . . . . .                                       -                  0.00
   Basic and diluted loss per share. . . . . . . . . . . . .  $                                (0.27)  $           (  0.19)
                                                              =======================================  ======================

    Weighted average shares outstanding:  Basic and diluted.                              21,913,888            12,100,650
                                                              =======================================  ======================
</TABLE>

                                       F-4
<PAGE>


<TABLE>
<CAPTION>

                                               VALCOM INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                      FROM SEPTEMBER 3O, 2002 THROUGH SEPTEMBER 30, 2004


                                                                                                                  PREFERRED
                                                                                                                  SERIES C-
                                                                                                                  STOCK  TO
                                           PREFERRED SERIES B     PREFERRED SERIES C       PREFERRED SERIES D     BE ISSUED
                                           SHARES      AMOUNT      SHARES      AMOUNT      SHARES       AMOUNT      SHARES
                                         ----------  ----------  ----------  ----------  -----------  ----------  ----------
<S>                                      <C>         <C>         <C>         <C>         <C>          <C>         <C>

Balance September 30, 2002                  38,000          38   1,400,000       1,400    1,250,000       1,250     380,000


Shares issued for services

Shares issued for
debt retirement

Shares issued to employees
as compensation

Private Placement issuances

Treasury stock cancellation
Reclassify funds receipt
for stock issuance

Preferred stock issued
for cash, net                                                      380,000        380

Warrants issued with
preferred stock payable

Issuance of warrants
with convertible notes

VACM Units issued
to placement agents

Issuance of common stock
warrants and options

Cancellation of series C
Preferred Stock at par                                            (300,000)      (300)

Less treasury stock to be issued

Preferred stock to be issued                                                                                       (380,000)

Net Loss
                                         ----------  ----------  ----------  ----------  -----------  ----------  ----------

Balance September 30, 2003                  38,000          38   1,480,000       1,480    1,250,000       1,250           0
                                         ==========  ==========  ==========  ==========  ===========  ==========  ==========

Inter-company transfer of
assets  and discontinue
subsidiary.

Shares issued for services

Shares issued for debt retirement

Private Placement Memorandum

Preferred stock issued for cash, net                             2,999,999       3,000   (1,250,000)     (1,250)

Warrants issued with
preferred stock payable

Less treasury stock

Net Loss
                                         ----------  ----------  ----------  ----------  -----------  ----------  ----------

Balance September 30, 2004                  38,000          38   4,479,999       4,480            0           0           0
                                         ==========  ==========  ==========  ==========  ===========  ==========  ==========



F-5
<PAGE>

                                               VALCOM INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                      FROM DECEMBER 31, 2002 THROUGH SEPTEMBER 30, 2004
                                                             Continued

                                          PREFERRED
                                          SERIES C-
                                          STOCK  TO                            ADDITIONAL
                                          BE ISSUED            COMMON            PAID-IN    TREASURY      RETAINED
                                           AMOUNT       SHARES       AMOUNT      CAPITAL      STOCK       EARNINGS       TOTAL
                                         ----------  ------------  ----------  -----------  ----------  ------------  -----------
<S>                                      <C>         <C>           <C>         <C>          <C>         <C>           <C>

Balance September 30, 2002                 239,400    11,011,933      11,012   12,787,591     (23,522)   (8,126,190)    4,890,979

Shares issued for services                               975,000         975      139,401                                140,376

Shares issued for
debt retirement                                           26,400          26        3,844                                  3,870
                                                                                                                               -
Shares issued to employees
as compensation                                          597,500         598       53,877                                 54,475
                                                                                                                               -
Private Placement issuances                               350,000         350       41,650                                42,000
                                                                                                                               -
Treasury stock cancellation                              (35,000)        (35)     (23,487)     23,522                          -
Reclass funds receipt
for stock issuance                                                                     20                                     20
Preferred stock issued
for cash, net                                                                                                                  -
                                                                                                                               -
Warrants issued with
preferred stock payable                                                                                                        -
                                                                                                                               -
Issuance of warrants
with convertible notes                                                                                                         -
                                                                                                                               -
VACM Units issued
to placement agents                                                                                                            -
                                                                                                                               -
Issuance of common stock
warrants and options                                                                                                           -
                                                                                                                               -
Cancellation of series C
Preferred Stock at par                                                               300                                       -
                                                                                                                               -
Less treasury stock to be issued                                                                                               -
                                                                                                                               -
Preferred stock to be issued              (239,400)                               239,020                                      -
                                                                                                                               -
Net Loss                                                                                                 (2,430,159)  (2,430,159)
                                         ----------  ------------  ----------  -----------  ----------  ------------  -----------

Balance September 30, 2003                       0    12,925,833      12,926   13,242,216           0   (10,556,349)   2,701,561
                                         ==========  ============  ==========  ===========  ==========  ============  ===========


Inter-company 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
Shares issued for services                                                                                             2,240,423

Shares issued for debt retirement                      1,198,333         598      224,052                                225,250
                                                                                                                               -
Private Placement Memorandum                           4,746,666       4,747    1,406,526                              1,411,273
                                                                                                                               -
Preferred stock issued for cash, net                                                                                       1,750
                                                                                                                               -
Warrants issued with
preferred stock payable                                                                                                        -
                                                                                                                               -
Less treasury stock                                                                               (35)                       (35)
                                                                                                                               -
Net Loss                                                                                                 (5,929,714)  (5,929,714)
                                         ----------  ------------  ----------  -----------  ----------  ------------  -----------

Balance September 30, 2004                       0    28,119,449      28,120    8,896,116         (35)   (8,658,671)     270,048
                                         ==========  ============  ==========  ===========  ==========  ============  ===========


<FN>
****   Brentwood Video, ValCom Broadcasting, WF Prod- Wack, WF 2, VEI  were discontinued during 2004
***    Building lost in Bankruptcy case given effect in VEI
</TABLE>


                                      F-6
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       For the Year        For the Year
                                                          Ended              Ended
                                                       September 30,       September 30,
                                                            2004              2003
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss. . . . . . . . . . . . . . . . . . . . . .  $ ( 5,929,714)        $(2,430,159)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization . . . . . . . . . . .        665,525             348,377
Bad debt expense. . . . . . . . . . . . . . . . . .                             80,180
Gain on sale of property & equipment . . . . . . . . . . .                     (78,750)
Warrants & options issued for compensation. . . . . . . .  290,599              42,000
Stock issued for compensation . . . . . . . . . . .        885,755              54,475
Stock issued for services . . . . . . . . . . . . .      1,342,600             140,376
Impairment of assets
Investment write off. . . . . . . . . . . . . . . .        189,392
Discarded business
Litigation settlements
CHANGES IN OPERATING ASSETS AND LIABILITIES
Receivables . . . . . . . . . . . . . . . . . . . .         43,140             339,180
Production in progress. . . . . . . . . . . . . . .        (91,201)
Deferred compensation . . . . . . . . . . . . . . .        258,680             145,868
Deferred Interest . . . . . . . . . . . . . . . . .        153,060
Deposits. . . . . . . . . . . . . . . . . . . . . .         74,907             (76,125)
Accounts payable and accrued expenses . . . . . . .     (2,088,509)          1,133,996
Production advances . . . . . . . . . . . . . . . .              -                   -
                                                     --------------       ------------
Net Cash (Used In) Provided By Operating Activities     (4,205,766)           (300,582)
                                                     --------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds form sale of fixed assets. . . . . . . . .        140,451             101,267
Notes receivable payments . . . . . . . . . . . . .                             83,690
                                                     --------------       -------------
Net Cash Provided By Investing Activities . . . . .        140,451             184,957
                                                     --------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayment of notes payable. . . . . . . .      2,468,530            (184,395)
Preferred Stock issue . . . . . . . . . . . . . . .          1,750
Issue of shares . . . . . . . . . . . . . . . . . .      1,411,273
Principal borrowings on notes . . . . . . . . . . .         52,768             259,963
Due to related parties. . . . . . . . . . . . . . .        (59,220)            (91,635)
                                                    ----------------     --------------
Net Cash Provided By (Used In) Financing Activities     (3,875,101)            (16,067)
                                                     --------------       ------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . .       (190,214)           (131,692)

CASH AT BEGINNING OF YEAR . . . . . . . . . . . . .        211,682             343,374
                                                     --------------       ------------

CASH AT END OF YEAR . . . . . . . . . . . . . . . .  $      21,468         $   211,682
---------------------------------------------------  ==============       ============

SUPPLEMENTAL DISCLOSURE OF
---------------------------------------------------
CASH FLOW INFORMATION:
---------------------------------------------------

Cash paid for interest. . . . . . . . . . . . . . .  $     854,161            489,029
                                                     --------------       ------------
Cash paid for income taxes. . . . . . . . . . . . .  $         800         $       -
                                                     --------------       ------------
</TABLE>


                                       F-7
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2004 AND 2003

NOTE  1.  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS
=====================================================

DESCRIPTION  OF  BUSINESS

ValCom,  Inc.  and  subsidiaries  (the  "Company"), formerly SBI Communications,
Inc., was originally organized in the State of Utah on September 23, 1983, under
the  corporate  name of Alpine Survival Products, Inc. Its name was subsequently
changed to Supermin, Inc. on November 20, 1985. On September 29, 1986, Satellite
Bingo,  Inc.  became  the  surviving corporate entity in a statutory merger with
Supermin,  Inc.  In connection with the above merger, the former shareholders of
Satellite  Bingo,  Inc.  acquired  control  of the merged entity and changed the
corporate name to Satellite Bingo, Inc. On January 1, 1993, the Company executed
a  plan  of merger that effectively changed the Company's state of domicile from
Utah  to  Delaware.  Through shareholder approval dated March 10, 1998, the name
was  changed  to  SBI  Communications,  Inc.

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.  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.

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.

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

     a) Studio rental - the Company leases eight sound and production stages to
production companies. Six of the eight sound and production stages are owned by
the Company, while the remaining two stages are leased from a third party under
an operating lease agreement.

     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.

                                       F-8

<PAGE>

NOTE  1.  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS
=====================================================

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.


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.  SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND FINANCING ACTIVITIES:

During  the  year  ended September 30, 2003, the Company issued 26,400 shares of
common  stock  to  convert  $3,870  of  principal  and  interest  on convertible
debentures  (See  Note  5).

During  the  year ended September 30, 2004, the Company issued 597,500 shares of
common  stock  to  convert  $54,475  of  principal  and  interest on convertible
debentures  (See  Note  5).

b.  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.

c.  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 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)
====================================================================

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.


e.  CONCENTRATIONS  AND  CREDIT  RISK
-------------------------------------

The  Company  has  two  customers  who  accounted for approximately 99% of total
rental revenues for the year ended September 30, 2003. As of September 30, 2003,
all eight sound and production stages were under non-cancelable operating leases
for  one  year  from  two  major  production  companies.

                                      F-9
<PAGE>

Financial  instruments that potentially subject the Company to concentrations of
risk  consist  of trade receivables principally arising from monthly leases from
television producers. The Company continuously monitors the credit-worthiness of
its  customers  to  minimize  its  credit  risk.

f.  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.

g.  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:

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


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
-------------------------  ------------
</TABLE>


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

h.  DEFERRED  LOAN  COSTS
-------------------------

Deferred  loan  costs  represent ancillary costs incurred to obtain loans. These
are  being  amortized  on  the straight-line method over the term of the related
loan.

i.  RECLASSIFICATIONS

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

j.  INCOME  TAXES
-----------------

Deferred  income  tax assets or liabilities are computed based on the difference
between  the  financial reporting and income tax bases 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.

k.   IMPAIRMENT  OF  LONG-LIVED  ASSETS
---------------------------------------

Standards  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of," and the accounting and reporting provisions Effective January
1,  2002,  the  Company adopted Statement of Financial Accounting of APB Opinion
No.  30,  "Reporting  the Results of Operations for a Disposal of a Segment of a
Business."  The  Company periodically evaluates the carrying value of long-lived
assets  to  be  held  and  used  in  accordance with SFAS 144. SFAS 144 requires
impairment  losses  to  be recorded on long-lived assets used in operations when
indicators  of  impairment are present and the undiscounted cash flows estimated
to  be  generated by those assets are less than the assets' carrying amounts. In
that  event,  a  loss  is  recognized  based on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on
long-lived  assets  to  be disposed of is determined in a similar manner, except
that  fair  market  values  are  reduced  for the cost of disposal. Based on its
review,  the  Company  believes  that,  as  of September 30, 2004, there were no
significant  impairments  of  its  long-lived  assets.

l.  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.

                                      F-10
<PAGE>

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

m.   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. In January 2003, the Company entered into a Memorandum of
Understanding to cancel the Agreement and Plan of Reorganization dated August
2, 2002, pursuant to which the Company acquired PTL Productions
(dba Brentwood Magazine) and sell PTL Productions, Inc.
(dba Brentwood Magazine) back to the seller.

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, 2003.  In September 2003,
the Company retired these shares back into the treasury.


NEW  ACCOUNTING  PRONOUNCEMENTS
-------------------------------

On  May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"), Accounting
for  Certain  Financial Instruments with Characteristics of both Liabilities and
Equity.  SFAS 150 changes the accounting for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by
now  requiring  those  instruments to be classified as liabilities (or assets in
some  circumstances)  in  the statement of financial position. Further, SFAS 150
requires  disclosure  regarding  the  terms  of those instruments and settlement
alternatives.  SFAS  150  affects  an  entity's  classification of the following
freestanding  instruments:  a)  Mandatorily  redeemable instruments b) Financial
instruments  to  repurchase  an  entity's  own  equity  instruments c) Financial
instruments embodying obligations that the issuer must or could   choose to
settle  by  issuing  a variable number of its shares or other equity instruments
based solely on (i) a fixed monetary amount known at inception or (ii) something
other  than  changes in its own equity instruments d) SFAS 150 does not apply to
features  embedded  in  a  financial  instrument that is not a derivative in its
entirety.  The  guidance  in  SFAS  150 is generally effective for all financial
instruments  entered  into  or  modified  after  May  31, 2003, and is otherwise
effective  at the beginning of the first interim period beginning after June 15,
2003.  For  private  companies, mandatorily redeemable financial instruments are
subject  to  the  provisions  of  SFAS 150 for the fiscal period beginning after
December  15,  2003. The Company does not expect the adoption of SFAS No. 150 to
have  a  material  impact  on its financial position or results of operations or
cash  flows.

In  December  2003,  the  Financial  Accounting  Standards Board (FASB) issued a
revised  Interpretation  No.  46,  "Consolidation of Variable Interest Entities"
(FIN  46R).  FIN 46R addresses consolidation by business enterprises of variable
interest  entities  and  significantly  changes the consolidation application of
consolidation  policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in  similar  activities when those
activities  are  conducted  through variable interest entities. The Company does
not  hold  any  variable  interest  entities.

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


Property  and  equipment  consists  of  the  following  at:

<TABLE>
<CAPTION>


                                September     September
                                   30,           30,
                                   2004         2003
                                ----------  ------------
Land                          $1,940,000     $7,392,292
Building                       1,226,146      4,028,785
Building Improvements            219,211      1,154,406
Production Equipment              68,708        512,648
Leasehold Improvements            62,677         62,677
Autos and Trucks                  33,971         66,656
Office Furniture and Equipment    45,971         79,892
                                ----------  ------------
Video Equipment                  279,029              0
                               3,875,105     13,297,356
Less: accumulated depreciation   335,592     (1,697,053)
                                ----------  ------------
<S>                             <C>           <C>
Net book value . . . . . . .  $3,539,513    $11,600,303
                              ==========   ============
</TABLE>



                                      F-11
<PAGE>

NOTE 3 NOTE RECEIVABLE

In September 2001, the Company sold production equipment to an unrelated
third party under an asset purchase agreement for $350,000. Under the
terms of the agreement, $150,000 was to be paid at signing and the
remaining $200,000 was to be paid in 24 monthly installments of $8,333.
The $150,000 was paid to the Company, however, none of the $8,333 monthly
payments were made.  In July 2002, the Company restructured the note to
forgive $40,000 of the note and extend the maturity date one year, thereby
reducing the monthly payments to $6,667.  In connection with the sale, the
Company recorded a loss of $25,312, which is included in general and
administrative expenses for the fiscal year ended September 30, 2002.
Additionally, the Company recorded a $40,000 loss on the restructuring of
the note which is also included in general and administrative expenses.
The note is non-interest bearing.  The Company recorded a discount on the
note amounting to $25,312 and the discount is accreted to interest income
over the term of the note.  In connection with the discount, the Company
recorded interest income of $9,648 for the fiscal year ended September 30,
2003.  As of September 30, 2003, the balance due on the note is $60,000.
The third party is current with the $6,667 monthly payments on the note.
The note is secured by the equipment sold.  In January 2003, the Company
received $40,000 of the equipment back from the seller.


NOTE  4.  NOTES  PAYABLE
========================

<TABLE>
<CAPTION>


                                                                                 September    September
                                                                                    30,           30,
                                                                                    2004        2003
                                                                                 ----------    --------
<S>                                                                      <C>         <C>          <C>
Promissory note payable to Finance Unlimited, formerly known as
Hawthorne Savings (formerly known as First Fidelity), monthly
installments of principal and interest of $54,648. Interest is variable based
on a 6-month US T-Bill rate. The note is secured by a Deed of Trust on
the Valencia Studio property and matures June 2004.  According to the
agreement, as a result of default in installment, the whole note becomes
current.  The Company defaulted in payments of the note in 2002, as a
result of which the note is classified as a current liability.. . . . . . . .  $               $5,858,378

Convertible promissory note, net of discount of $25,764 at September 30,
2003.  See Note 6 for further description.. . . . . . . . . . . . . . . . . .         -         1,805,706

Promissory note payable to City National Bank, interest at 11.25%,
maturing February 28, 2006.  The note is collateralized by production
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     106,587

Other, 8.00% - 11.00% interest, maturing from 2003 to 2006. . . . . . . . . .                      82,757
                                                                               ----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     605,482       7,853,428
Less current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . .     536,952      (7,801,551)
                                                                               ----------      ------------

Long-term notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   68,530     $    51,877
                                                                               ==========      ============
</TABLE>



NOTE  4.  NOTES  PAYABLE   (CONTINUED)
======================================

Future  maturities  on  the  notes  are  as  follows:

<TABLE>
<CAPTION>
<S>          <C>
2003         $1,238,357
2004            925,035
2005            119,877
2006            129,487
2007            132,635
Thereafter   $5,395,559
             ----------

              7,940,950
            ===========
</TABLE>


On  June  6,  2001  and  September  7,  2001,  the Company borrowed $750,000 and
$250,000,  respectively,  from  the Laurus Master Fund, Ltd. The borrowings were
evidenced  by  convertible  promissory  notes  due June 7, 2003 and September 7,
2003,  respectively.  Interest at 8% per annum was payable quarterly. Any or all
principal or interest was convertible into common stock of the Company at 80% of
the  average  of the lowest closing stock prices during the preceding 60 trading
days.  The  convertible  notes  were  also  issued  with  detachable warrants to
purchase  up  to  72,737  shares of common stock of the Company at the lesser of
$.548  per share or 120% of the average three lowest closing stock prices during
the  immediately  preceding 10 trading days prior to exercise of the warrants. A
discount  of  $375,000  was  recognized on the beneficial conversion features of
this  debt  and  the  detachable  warrants.

                                      F-12
<PAGE>

On  May  24,  2002, the Company repaid the remaining $1,089,616 convertible note
due  to  the Laurus Master Fund, Ltd. In connection with the payoff of the note,
the  Company  expensed  $109,000  in  unamortized prepaid loan fees, $245,000 of
unamortized  discounts  and  $295,000  of  interest  expense.

In  May  and  June 2002, the Company issued to the Laurus Master Fund, Ltd. 12 %
convertible  notes  in  the  aggregate principal amount of $2,000,000. The notes
mature  on  May  24,  2004, are convertible into the Company's common stock at a
fixed conversion price of $.95 per share and are payable monthly over 22 months.
The  interest  rate  escalates  to 13% for the months seventh to eighteen, after
which  it  is 14% till maturity. In addition, in connection with the issuance of
the convertible notes, the Company issued warrants to purchase 300,000 shares of
common  stock  at an exercise price of $1.20 exercisable until May 24, 2007. The
convertible  notes are secured by a second mortgage on the Company's properties.
The  fair  value assigned to the warrants amounted to $77,300 and was determined
using  the  Black-Scholes  pricing  model. Such amount is included in additional
paid-in-capital  at September 30, 2002. The convertible note is presented in the
accompanying  consolidated balance sheet at September 30, 2003 net of a discount
of  $25,764.

During  the  year  ended September 30, 2003, the Company issued 26,400 shares of
common  stock  to  the  holders  of its convertible notes payable for payment of
principal  and accrued interest. Principal and accrued interest converted during
the  year ended September 30, 2003 totaled $3,870, which was computed based upon
terms  stipulated  in  the  applicable  convertible  notes.

During  the  year ended September 30, 2002, the Company issued 552,748 shares of
common  stock  to  the  holders  of its convertible notes payable for payment of
principal  and accrued interest. Principal and accrued interest converted during
the  year  ended  September  30,  2002 totaled approximately $145,512, which was
computed  based  upon  terms  stipulated in the applicable convertible notes. In
connection  with  the  repayment  of  the  June  6,  2001  and September 7, 2001


NOTE  5.  CONVERTIBLE  NOTES  PAYABLE
======================================

convertible  notes  and the issuance of the May and June 2002 convertible notes,
the  Company  issued  350,000  restricted  shares  of its common stock to Laurus
Master  Fund,  Ltd.  for payment of late fees and penalties. The total amount of
the  late  fees  and  penalties paid with common stock amounted to approximately
$256,000, which was computed based upon the market prices of the common stock on
the  applicable  conversion  dates and is included in general and administrative
expenses  in  the accompanying consolidated statement of operations for the year
ended  September  30,  2002.

1.  Mortgage  Payable   $2,400,000

2.  Long  Term  Loan        68,530

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

1. Ron Foster            $11,952
                         --------
2. Great Asian Holdings   95,000
                         --------
3. Richard Shintaku       30,000
                         --------
4. AJW Partner            40,000
                         --------
5. AJW Qualified         110,000
                         --------
6. AJW Off Shore          92,500
                         --------
7. New Millennium          7,500
                         --------
                        $386,952
                         ========
</TABLE>


NOTE  6.  RELATED  PARTY  TRANSACTIONS
======================================

                                      F-13
<PAGE>
At September 30, 2003, related party payables represent $39,220 due to
the President and $120,000 due to a director and shareholder of the Company,
resulting from a loan.

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

NOTE  7.  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.


NOTE  8.  INCOME  TAXES
=======================

No provision for Federal and state income taxes has been recorded as the Company
has  incurred  net operating losses through September 30, 2004. At September 30,
2004,  the  Company  had  approximately  $6,985,363  of  net  operating  loss
carryforwards  for  Federal  income  tax  reporting purposes available to offset
future  taxable  income.  Such carryforwards expire beginning in 2003. Under the
Tax  Reform  Act  of 1986, the amounts of and benefits from net operating losses
and  capital  losses  carried  forward  may  be  impaired  or limited in certain
circumstances.  Events,  which  may  cause  limitations  in  the  amount  of net
operating  losses that the Company may utilize in any one year, include, but are
not limited to, a cumulative ownership change of more than 50% over a three-year
period.

Deferred tax assets at September 30, 2004 consist primarily of the tax effect of
net  operating  loss  carryforwards, which amounted to approximately $2,131,768.
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,
2004  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:

<TABLE>
<CAPTION>

                                                    September  30,  2004    September 30,2003
                                                    ---------------------   -----------------
<S>                                                 <C>                    <C>

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 . . . . . . . . . .                     -                 -
--------------------------------------------------  ---------------------   -----------------
</TABLE>



<TABLE>
<CAPTION>

The components of the net deferred tax asset are summarized below:
------------------------------------------------------------------
<S>                                                <C>                     <C>

                                                     September  30,  2004   September 30, 2003
                                                    ----------------------  ------------------
Deferred  tax  asset
Net  operating  losses . . . . . . . . . . . . . .  $           2,131,768       2,813,027
                                                    ----------------------  ------------------
Less:  valuation  allowance. . . . . . . . . . . .             (2,131,768)     (2,813,027)
                                                    ----------------------  ------------------
                                                    $                 -0-             -0-
                                                     ---------------------- ------------------
</TABLE>

                                      F-14
<PAGE>
NOTE  9.  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. During July 2002, the Company purchased 35,000 shares of
its  common  stock  at  a  total  cost  of  $23,522.

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  10.  COMMITMENTS
======================

In  May  2000, the Company leased additional facilities adjacent to its location
in  Valencia.  The lease has a term of five years. Initial monthly base rent was
$29,000  with  annual  increases until 2004 when base rent will be $34,585. Rent
expense  for  the  year  ended  September  30,  2003  and 2002 were $430,989 and
$470,354,  respectively.


NOTE  11.  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.

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.

                                      F-15
<PAGE>

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.

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.


NOTE  12.  STOCK  ACTIVITY
==========================

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

At  September  30,  2003 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.

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. No dividends have been declared
by  the  Board of Directors for any of the Series of convertible Preferred Stock
for  the  fiscal  year  ended  September  30,  2002.


NOTE  13.  EMPLOYEES'  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.

                                      F-16
<PAGE>

During the fiscal year ended September 30, 2003, 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
2003  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.

C)  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.  The director has exercised
350,000  warrants  up  to  September  30,  2003.


NOTE  14.  SUBSEQUENT  EVENTS
===============================

Subsequent  to  September 30,2004, the Company issued 1,410,333 shares of common
stock  at  prices  ranging  from  $0.12 to $0.25 amounting to $1,202,000 through
private  placements.  In addition to this the Company also issued 200,000 shares
for  $0.47  per  share against services rendered and 50,000 shares for $0.25 per
share  as  per  the  terms  of  the  employment  agreements.


NOTE  15.  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
$5,929,714  for the year ended September 30, 2004, and an accumulated deficit of
$8,525,329  as  of  September 30, 2003. The Company had a net loss of $2,430,159
for  the  year  ended  September 30, 2003. Valencia Entertainment International,
LLC,  a  California  limited  liability  company and the Registrant's subsidiary
filed  on  April  7, 2003, a voluntary petition in bankruptcy for reorganization
under  Chapter  11  of  the U.S. Bankruptcy Code in the United States Bankruptcy
Court  for  the Southern District of California (note 8). The main income of the
Registrant is from the operations of Valencia Entertainment International. These
conditions  raise  doubt  about  the  Company's  ability  to continue as a going
concern.

                                      F-17
<PAGE>

NOTE 16  SEGMENT INFORMATION

The Company classifies its business interests into three fundamental areas:
Studio Rental, consisting principally of sound and production stage rentals to
production companies, Studio Equipment Rental, consisting principally of
personnel, camera and other production equipment rentals to various production
companies on a short-term or long-term basis, and Film and TV Productions,
consisting principally of television productions for the broadcast networks,
cable networks or first-run television syndication.


<TABLE>
<CAPTION>
<BTB>		            Studio Rental  Studio Equip   Film & TV 	Total
For the year ended September 30, 2003   	Rental	  Production
<S>                     <C>              <C>           <C>          <C>
Revenues                 $    1,902,621  $    379,258   $    -      $ 2,281,879
Operating (Loss) Income	     (1,323,245       (37,573)       - 	    (1,360,818)
Total Assets                 12,013,289       191,969 	     -       12,205,258
Depreciation and Amortization   298,896        49,391        -          348,377

</TABLE>

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.

During  the Registrant's two most recent fiscal years and any subsequent interim
period  prior to the engagement of Armando C. Ibarra, neither the Registrant nor
anyone on the  Registrant's  behalf consulted with Armando C. Ibarra regarding
either  (i)  the  application  of  accounting  principles  to  a  specified

transaction,  either contemplated or proposed, or the type of audit opinion that
might  be  rendered  on the Registrant's financial statements or (ii) any matter
that  was  either  the  subject  of  a  "disagreement" or a "reportable event."
The  Registrant  has  requested KC to review the disclosure contained herein and
has  provided  KC  the  opportunity  to  furnish  the  Registrant  with a letter
addressed  to  the  Commission  containing  any  new

information, clarification of the Registrant's  expression  of  KC  's views, or
the  respects  in  which  KC  does  not  agree  with  the  statements  contained
herein.  KC  has  reviewed  the  disclosure  contained  herein  and
has  provided  to  the  Registrant  a  letter  addressed  to the Securities  and
Exchange  Commission  stating  that  it has reviewed the disclosure provided  in
this  Current  Report  and  has  no  disagreement  with  the  relevant
portions  of  this disclosure, pursuant to the requirements of Item 304(a)(3) of
Regulation  S-B.  A  copy  of such letter is filed as Exhibit 16 to this Current
Report  on  Form  8-K.

                                      -38-
<PAGE>

                                    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. .     47 CEO/President/Chairman of the Board   2000
Don Magier. . . . .     37  Treasurer/Director                   2002
Krishnaswamy Alladi     58  Director                             2002
Tracey Eland. . . .     38  Secretary/Treasurer                  2004
Karien Anderson . .     54  Director                             2004
Richard Shintaku. .     55  Director                             2003


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  -  47
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.

Tracey  Eland  -  38
Treasurer,  Secretary  and  Controller

Ms. Eland was appointed to the position of Secretary of the Corporation in April
of  2004.  She  has  been  ValCom's  Principal Accountant since August 2001. Ms.
Eland's  Business/Accounting  education  is  from

                                      -39-
<PAGE>

Glendale  College; and she is certified through a management action program. Ms.
Eland  has  been  a  Full-charge  Bookkeeper  since  1988.  She  was  the Senior
Accountant  for  The Enterprise Interactive Group from 1999-2002 and Full-charge
bookkeeper  for  So.  Cal. Courier/Team Delivery from 1987-2000, with additional
responsibilities  as  Office  Manager  and  Human  Resources  for two companies.

Krishnaswamy  Alladi-58
Director

Krishnaswamy  Alladi,  Director,  56 years of age, has 30 years of experience in
the fields of Consulting, Finance, Corporate Planning and Factory Management. He
holds  a  Bachelor  Degree  in  Science,  Post  Graduate  Diploma in Electronics
Engineering  from  Madras  University,  India and an MBA from Asian Institute of
Management,  Philippines.  He  was  a  Senior Consultant with Price Waterhouse &
Company,  India advising various institutions and manufacturing Companies in the
fields  of  Production  Management,  Information  Technology,  Financial
Restructuring,  and  Management Audit. Subsequently he became a Finance Director
of  Glaxo  Wellcome,  Indonesia  overseeing  Finance,  Logistics,  IT  and Human
Resource functions and served for 7 years. He was also Vice President -Strategic
Planning  for  a  large  Indonesian  Conglomerate  involved  in  Infrastructure,
Telecommunications,  Plantations  and  Strategic  Investments. Other significant
positions  held  were with Hindustan Brown Boveri, India as Production Engineer,
Unilever  Indonesia  as  Mergers  and  Acquisitions  Advisor,  Digital  Systems
Corporation,  Philippines  as  Systems  Advisor.

Karien  Anderson  -  Director

Ms.  Anderson is 54 years old and resides in Las Vegas, Nevada. Ms. Anderson has
extensive experience in executive secretarial business, including government and
private  sectors.  She  has  extensive  background  in the field of advertising,
marketing,  special  event promotions, contract management, personnel management
and real estate. Ms. Anderson currently holds a Florida real estate license. Ms.
Anderson  has  been  involved  as coordinator for non-profit association for the
last  twenty-two  years.  She  is  currently  the  owner  and  markets
http://www.cookiejar.tv,  an  internet  web site  business.


Richard  Shintaku-55
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.

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.
                                      -40-
<PAGE>

                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, 2004 the Board of Directors held 37
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. The sole member of the Audit Committee is Krishnaswamy
Alladi. As of September 30, 2004, the members of the Compensation Committee were
Vince  Vellardita  and  Tracey  Eland.


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,
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>          <C>       <C>     <C>       <C>    <C>

                            All
                            Other     Securities   Other
                            Annual    Restricted   Underlying   Comp-
                            Compen-   Stock        Options/     LTIP      ensa-
                            Salary    Bonus        sation       Award(s)  SARs    Payouts   tion
Name & Principle Position.  Year              ($)          ($)       ($)     ($)       (#)    ($)  ($)
                            --------  -----------  -----------  --------  ------  --------  -----  ---

Vince
Vellardita,   Chairman,
CEO &
President. . . . . . . . .      2003      120,000            *         *       *         *      *    *
--------------------------  --------  -----------  -----------  --------  ------  --------  -----  ---
                                2004      140,400            *         *       *         *      *    *
                            --------  -----------  -----------  --------  ------  --------  -----  ---


Donald Magier,
Secretary, Treasure,
Director (1) . . . . . . .      2003      100,000            *         *       *         *      *    *
--------------------------  --------  -----------  -----------  --------  ------  --------  -----  ---
                                2004      120,000
                            --------  -----------


Tracey
Eland,
Secretary, Treasure,
                                2003       45,000            *         *       *         *      *    *
                            --------  -----------  -----------  --------  ------  --------  -----  ---
                                2004       60,000            *         *       *         *      *    *
                            --------  -----------  -----------  --------  ------  --------  -----  ---
</TABLE>

                                      -41-
<PAGE>

NONE
(1)  Mr. Magier served as the Company's Treasurer, Secretary and Director during
the  fiscal year ended September 30, 2003. Effective March 29, 2004, he resigned
as  an  officer  and  director.  Effective  April  2004,  the Board of Directors
appointed  Tracey  Eland  as  Treasurer  and  Secretary  to  replace Mr. Magier.

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  September  30,  2004 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).
48(a)  Security  Ownership  of  Certain  Beneficial  Owner

<TABLE>
<CAPTION>

Name  and  Address  of           Amount  of          Nature  of         Percent  of
Beneficial  Owner                Shares  (1)          Ownership            Class
-----------------             -----------------   -----------------  -----------------
----------------------------  ------------------  -----------------  -----------------
<S>                           <C>                 <C>                <C>

                                                     Record  &
Vince  Vellardita. . . . . .           5,535,549     Beneficial            19.71%  Common
                              ------------------     -----------------  -----------------
26030  Avenue  Hall
Valencia,  California
91355

                                                     Record  &
E-Blaster  International . .           3,000,000     Beneficial            10.68%  Common
                              ------------------     -----------------  -----------------
JL. H.R. Rasuna  Said Kav.
B-1  6th  Floor,
Jakarta,  12920
Indonesia  (2)

                                                     Record  &
Radorm Technology Limited. .             567,824     Beneficial             2.02%  Common
                              ------------------     -----------------  -----------------
Jakarta,  12920
Indonesia  (2)

                                                     Record  &
Great  Asian  Holdings  Ltd.           2,110,422     Beneficial             7.51%  Common
                              ------------------     -----------------  -----------------
Jakarta,  12920
Indonesia (2)

                                                     Record  &
David Dadon. . . . . . . . .           3,000,000     Beneficial            10.68%  Common
                              ------------------     -----------------  -----------------
Los Angeles, CA
</TABLE>



                                      -42-
<PAGE>

(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  September  30,  2004 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>


Title of                         Name of               Nature of Percent of Ownership Class
                              ----------------------  -------------------------------------
Class                         Beneficial Owner                  Amount of Shares (1)
----------------------------  ----------------------  -------------------------------------
<S>                           <C>                     <C>                         <C>
Common . . . . . . . . . . .  Vince Vellardita            5,535,549                  19.71%
Common . . . . . . . . . . .  Don Magier                    131,250                  00.05%
Common . . . . . . . . . . .  Krishnaswamy Alladi           360,000                  00.13%
Common                        Richard Shintaku . . . . .  1,412,500                   5.02%
Common                        All officers and directors  7,439,299                  24.91%
                              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  knowledge  and  belief of the Company, there are no arrangements,
understandings,  or  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  AND  REPORTS  ON  FORM  8-K
================================================

                                      -43-
<PAGE>

REPORTS  ON  FORM  8-K  FILED  DURING  THE FISCAL YEAR ENDED SEPTEMBER 30, 2004:


1.  Item 6. March 29, 2004, ValCom's Board of Directors accepted the resignation
of  Board  members,  Mr.  Don  Magier,  effective  immediately.

2. Item 5. May 25, 2004, The Board of Directors voted unanimously to restructure
the  price  of  existing  options  and  warrants that the Company has granted to
certain  individuals  and employees for contributing services and other items to
the  Company  to  be  on  lower  than  $0.25  each.

3. Item 2. June 30, 2004, The Company was forced to sell off six of the 20 sound
stages  in  order  to  pay  $8.5  million  in  debt.

4.  Item  3.  A  court  hearing  has  been  schedule  for August 3, 2004 for the
dismissal  of  Chapter  11  Bankruptcy of Valencia Entertainment, a wholly owned
subsidiary  of  ValCom,  Inc.

5.  Item  3. 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.


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



ITEM  14.  DISCLOSURE  CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE 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
                        ---------------------------------

The  Company's  officers  also  identified  several  weaknesses in the Company's
disclosure controls. Such weaknesses, and the steps the Company plans to take to
remedy  the  weaknesses,  are  discussed  below.

1.  The  Company's  records  of  stock  and equity related transactions were not
updated  on  a  timely  basis  and  do  not reflect the current ownership of the
Company  as  accurately  as  they might. Remedy: The Company intends to engage a
stock  transfer  agent  to handle issuances and conversions of all series of its
preferred stock. In addition, the Company will maintain more accurate records of
all equity transactions during the year. The Board of Directors will ensure that
it  authorizes  all  stock,  warrants  and  options  granted  in

                                      -44-
<PAGE>

accordance  with  applicable  agreements  and/or compensation plans to avoid the
possibility  of  unauthorized  issuances  of  stock,  warrants  and  options.

2.  The  Company  recorded  a significant number of audit adjustments during the
fourth  quarter,  which  were required to properly state the account balances at
September  30,  2003.  Remedy:  The Company will implement comprehensive closing
procedures,  including an analysis of all balance sheet accounts and significant
income  statement  accounts.

3.  The  minutes  of the Board of Directors' and stockholders' meetings were not
always  complete.  Remedy:  The  Company  will  implement  procedures to be more
comprehensive in the preparation of its minutes to include all important matters
that affect the Company's operations. The Company will take appropriate steps to
ensure  that  all  minutes  are  properly  approved and signed by the applicable
parties.

4.  The Company drafted several agreements without consulting its legal counsel.
Therefore,  some  of the agreements had terms and provisions that either changed
the  purpose of the agreement or undermined the purpose or intent of management.
Remedy:  The Company will consult its legal counsel as to the legality of future
agreements and consult its auditors regarding the proper accounting treatment of
such  agreements  in  order  to  preserve  the purpose of the agreements and the
intent  of  management.

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. The Company intends to make extensive improvements,
as  outlined  above,  to  its  disclosure  controls.

                             ADDITIONAL INFORMATION
                             ----------------------

                                  HEADQUARTERS
                                  ------------
VALCOM,  INC.
-------------
41  North  Mojave  Road
Las  Vegas,  Nevada  89101-4812
                                  SUBSIDIARIES
                                  ------------

VALENCIA  ENTERTAINMENT  INTERNATIONAL,  LLC
--------------------------------------------
28309  Avenue  Crocker
Valencia,  California  91355


HALF  DAY  VIDEO,  INC.
-----------------------
28309  Avenue  Crocker
Valencia,  California  91355


VALCOM  STUDIOS
---------------
41  North  Mojave  Road
Las  Vegas,  Nevada  89101

                                      -45-
<PAGE>

                             OFFICERS AND DIRECTORS
                             ----------------------

Vince  Vellardita: Chairman of the Board, President and Chief Executive Officer;
Tracey  Eland,  Secretary, and Controller; Krishnaswamy Alladi, Director Richard
Shintaku:  Director

                                    AUDITORS
                                    --------

Armando  C.  Ibarra  CPA,  PC
371  E.  Street
Chula  Vista,  CA  91910

                                 TRANSFER AGENT
                                 --------------

Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York
10004

Exhibits to this Form 10-KSB will be provided, subject to payment of actual copy
costs,  to  stockholders  of the Company upon written request addressed to Shari
Edwards,  ValCom,  Inc.,  at  the  Company's  headquarters  listed  above.

                                      -46-
<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:  March 11,  2005             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.

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

By:  /s/Vince  Vellardita  Chief Executive Officer, President   March 14, 2005
    --------------------   Chairman  of  the  Board
    Vince  Vellardita


By:  /s/  Tracey  Eland   Secretary, Controller                 March 14, 2005
    ---------------------(principal  accounting  officer)
    Tracey  Eland         and  Secretary

By:  /s/  Krishnaswamy  Alladi, Director                        March 14, 2005
     -------------------------
     Krishnaswamy  Alladi

By:  /s/  Karien Anderson,      Director                        March 14, 2005
     -------------------------
     Karien  Anderson

By:  /s/  Richard Shintaku,     Director                        March 14, 2005
     ----------------------
     Richard  Shintaku

                                      -47-

<PAGE>