SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K
                                   (Mark One)

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

                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009

      {square}  Transition Report Pursuant to Section 13 or 15(d) of the

                       SECURITIES EXCHANGE ACT OF 1934


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


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


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


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


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

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


Indicate by check mark if the registrant is a well-known  seasoned  issuer, as
   defined in Rule 405 of the Securities Act.

Yes  [ ]  No [X]

Indicate  by  check  mark  if  the  registrant  is not required to file reports
pursuant  to  Section  13  or  Section  15(d)  of  the Act.

Yes  [ ]  No [X]

Indicate  by  check  mark  whether  the  registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  12  months  (or  for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]  No [ ]

Indicate by check mark whether the registrant has  submitted electronically and
posted on its corporate Web site, if any, every Interactive  Data File required
to   be   submitted  and  posted  pursuant  to  Rule  405  of  Regulation   S-T
({section}232.405  of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes  [ ]  No [X]

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

Large accelerated filer 	[ ]
Accelerated filer 		[ ]
Non-accelerated filer   	[ ]
Smaller reporting company 	[X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes  [ ]  No [X]

Revenues for year ended September 30, 2009: $ 768,985

Number of shares of the registrant's common stock outstanding as of February
12, 2010 was 39,684,158


                               TABLE OF CONTENTS


                                                                           PAGE

PART I
 ITEM 1. BUSINESS							   2
 ITEM 1A.RISK FACTORS							   8
 ITEM 2. PROPERTIES							   11
 ITEM 3. LEGAL PROCEEDINGS						   12
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		   13

PART II
 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED
	 STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	   14
 ITEM 6. SELECTED FINANCIAL DATA					   17
 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	 AND RESULTS OF OPERATIONS					   17
 ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	   22
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			   F-2
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	 AND FINANCIAL DISCLOSURE					   23
 ITEM 9A.CONTROLS AND PROCEDURES					   23

PART III
 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		   25
 ITEM 11.EXECUTIVE COMPENSATION						   28
 ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	 AND RELATED STOCKHOLDER MATTERS				   30
 ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
	 INDEPENDENCE							   30
 ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES				   31

PART IV
 ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES			   32

SIGNATURES								   33












                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

VALCOM, INC.'S CORPORATE STRUCTURE

As of September 30, 2009, ValCom, Inc. had the following operating
subsidiaries:


1.     My Family TV, LLC 100%

2.     Sun Investments, LLC 51%

3.     Valencia Entertainment International 100%


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 also has a number of non-operating subsidiaries.

The Company is a diversified entertainment company and during 2009, reorganized
its operations into the following five divisions:

1. BROADCASTING


On August 1, 2008, we signed  a  letter  of  intent to acquire 100% of Faith TV
LLC,  a  Christian  TV  network  operating  through   65  television  broadcast
affiliates and through IPTV & LPTV networks. On December  15,  2008,  we closed
the agreement for the 100% purchase of Faith TV and has re-branded the  network
and launched it as "MyFamily TV," a new family focused TV network with plans to
add  significantly  more  broadcast affiliates. My Family TV is a strong family
oriented network with a core  established  audience  and broadcasts to over 50m
households on full-time and part-time through its extensive  affiliate network.
My Family TV is a new network created for American families, broadcasting  over
80  movies  per  month and in July 2009 launched Kid Mango, a daily 3 hour kids
block in a venture with Porchlight Entertainment which is carried on Sky Angel,
iLife  and  on the ION  digital  channel  and  featuring  major  kids  programs
including Emmy  Award winning titles such as Jakkers, Jay Jay the Jet Plane and
Denis the Menace.

With the acquisition  of  My  Family  TV,  we  now have a library of over 1,000
films,  over 200 episodic TV series and more than  500  individual  TV  one-off
specials and documentary programs.

The purchase  price  included  100,000  shares  of  convertible preferred stock
valued  at  $9,000  based on an "as if" converted basis;  1,500,000  shares  of
common stock valued at  $67,500 based on the Company's quoted stock price; cash
payments totaling $75,000;  and  a  note payable for $750,000. The note payable
was  paid  off  prior  to September 30, 2009.  The  total  purchase  price  was
$901,500.

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

<PAGE>	2

2. FILM AND TV PROGRAM PRODUCTION DIVISION

 ValCom's business includes  television  production for network and syndication
programming, motion pictures, and real estate  holdings.  Revenue  is primarily
generated  through the lease of the sound stages and production. ValCom's  past
and present  clients  include  Paramount Pictures, Don Belisarious Productions,
Warner Brothers, Universal Studios,  MGM,  HBO,  NBC, 20th Century Fox, Disney,
CBS, Sony, Showtime, the USA Network, the Game Show  Network, Endemol, BET Home
Shopping Network and Sullivan Studios.

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

October  1, 2003, we formed New Zoo Revue  LLC  pursuant  to  a  joint  venture
agreement with O Atlas Enterprises Inc.,a California corporation. New Zoo Revue
LLC was formed  for the development and production of "New Zoo Revue" a feature
film and television  series and marketing of existing episodes. The company did
not proceed with the production  of the new feature film or series but in 2004,
it did complete a distribution agreement  for  the DVD with BCI Eclipse for 183
episodes  of  the New Zoo Revue library. Valcom has  not  realized  significant
revenues from animation to date.

ValCom's Studio  Division  is  composed of its studio at 14375 Myerlake Circle,
Clearwater,  Florida  which houses  a  state-of-  the  art  production  studio,
broadcast  facilities,  recording   studios,  production  design  construction,
animation and post-production. Corporate  offices  are  located at 2113A Indian
Rocks Beach, Florida.

In  2009,  Valcom  produced  the  documentary feature film `Michel  Legrand  is
Music'. The documentary pays tribute  to Michel Legrand's five-decade, multiple
award-winning career composing many of  the  most memorable film and television
scores and songs of all time. ValCom Inc. will  premiere  the  documentary in a
limited  week-long  theatrical  run in New York City on September 18th  at  the
Coliseum Theater. In addition, the  documentary will premiere in Los Angeles on
September  16th at the Laemmle Grand Cineplex  4.  "Michel  Legrand  Is  Music"
honors the work  of the three-time Academy Award-winning French music composer,
arranger, conductor  and pianist Michel Legrand. Legrand composed more than 200
film and television scores  and  numerous  jazz,  popular and classical musical
albums. He won Academy Awards for Best Music, Original  Song for "The Windmills
of  Your  Mind"  from  "The Thomas Crown Affair" (1969), Best  Music,  Original
Dramatic Score for "Summer  of  '42"  (1971)  and Best Music, Original Song for
Barbra Streisand Movie "Yentl" (1983). Academy  Award-winning  actor Jon Voight
narrates the documentary.

<PAGE>	3

3. LIVE THEATRE AND EVENT DIVISION

Valcom  has  a  live theatre division responsible for bringing live  shows  and
events to fruition.  In  2006  Valcom  produced  a  theater  production  called
'Headlights  and  Tailpipes' which was unveiled at the Las Vegas Stardust hotel
and ran until July 2006. Other events produced included the 2006 Superbowl pre-
game Wrap Bowl Event  featuring  Young  Jeezy,  Academy  Award winner Ludacris,
Juvenile and Juelz Santana.

Valcom is producing a live theatre event based on Michel Legrand  and his music
scheduled for March 2010 at the MGM Grand, Las Vegas and featuring a line-up of
major international recording stars.

4. DISTRIBUTION

Valcom  ,  through  Valencia  Entertainment  International  operates  a compete
distribution and syndication service to producers and thus acquire content  for
its  networks  at  little or no cost with its ability to guarantee TV broadcast
and provide a launch for further home entertainment distribution on DVD and on-
demand channels through it other relationships. ValCom also has the opportunity
to co-produce film and TV programs by way of the provision of services with the
opportunity to defer  costs  and also to provide executive producer services to
assist with development, planning,  financing  and  then  be  able  to  acquire
distribution rights for these productions.

ValCom  owns  a  substantial library of television content with over 1000 films
and it also acquires  third  party film and TV programming which it distributes
through Valencia Entertainment  International.  Valcom's extensive library also
contains 5000 music titles, with some of the original  records of the Platters,
Elvis and Ike and Tina Turner.

On November 6, 2007, Valencia Entertainment signed an agreement with Porchlight
Distribution  Inc.  from  Santa Monica Blvd., Los Angeles,  for  the  worldwide
distribution of all 40 episodes of A.J.'s Time Travelers.

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

To coincide with the Michel LeGrand live events in Las Vegas in 2010, Valcom is
planning a number of  distribution opportunities including the distribution and
syndication of programming based on the live event, music recordings, album and
other related events.

5. REAL ESTATE AND OTHER BROADCAST EVENT AUCTIONS

In 2009, Valcom pioneered  the  process  of live event auctions covering a wide
range of events for TV broadcast and live  webcast.  Combining the expertise in
TV  production, live event promotion and now as the owner  of  a  broadcast  TV
network,  the opportunity offers a synergistic approach to such events. In 2008
and 2009, Valcom produced a wide range live TV and webcast events including
  1. The Hilton  `Make  a  Wish Foundation' broadcast live from Barron Hilton's
     mansion in Beverly Hills in December 2008
  2. The Universal Studios `Battlestar  Galactica' prop and memorabilia auction
     by  live  web-cast  in  2009  over a number  of  days  from  the  Pasadena
     Convention Centre
  3. The Grammy Awards `Music Cares' auction as part of the 2009 Grammy Awards

In  June  2009, Valcom together with Florida  Opportunities,  Inc  set  up  Sun
Investments  LLC,  a  51%  subsidiary  of  Valcom,  Inc to develop the business
opportunity of live event and regular real estate auctions on broadcast TV. Sun
Investments  will  acquire  suitable  properties  and  together   with   Valcom
production  studios,  My  Family  TV  will  produce live auction events. Valcom
acquires  additional  TV  carriage through the purchase  of  airtime  on  major
networks and markets the events nationwide.

The first such event took place  in  June   2009  with  live broadcast from the
Valcom studios media centre in Clearwater, Florida and broadcast  live  over  4
hours on My Family TV and  carried on other networks with an auction of over 40
foreclosure  properties  acquired  by Sun Investments. A series of further live
events are planned for October and November 2009.

<PAGE>	4


EXPANSION PLANS

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

On July 14, 2007, we voluntarily  filed  for protection under Chapter 11 of the
U.S.  Bankruptcy  Code  and  became a Debtor in  Possession.  During  2008,  we
completed a plan of reorganization and emerged from bankruptcy.

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

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

Valcom,  through  appeals counsel, filed an appeal, and oral  argument  on  the
appeal occurred December  17,  2007.  On  February  13, 2008, subsequent to the
Debtor's status conference in bankruptcy court, the Court  of  Appeals  for the
Second Appellate District, Division Two, case number B193714, ruled in favor of
Valcom,  Inc.  Valcom has reasserted its claim against Laurus and Chicago Title
for money damages  based  upon a foreclosure conducted by them. The case is set
for trial on April 6, 2009.   No  action  or  claim  has  been asserted against
ValCom by these defendants.

On  March  24,  2009,  Valcom  and Laurus Master Fund, Ltd, and  Chicago  Title
Company  entered  into  a Settlement  Agreement  whereby  Valcom  resolved  its
previously asserted claims  against  Laurus  and Chicago Title. Pursuant to the
terms of the Agreement, Laurus agrees to pay the Company five hundred and fifty
thousand dollars ($550,000) which was received  by  the  Company's  attorney on
March  30,  2009.  Within  ten calendar days after the Company receives payment
from Laurus, the Company filed  a  Request  for  Dismissal  of its claims, with
prejudice, of its actions against Laurus and Chicago Title and  Chicago  Title.
This settlement is reflected as `Other Income' with full accrual made for legal
costs relating to the settlement.

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

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

<PAGE>	5


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

Valcom  entered  into  an  agreement   dated   June   19,   2009  with  Florida
Opportunities, Inc. ("FOI"), an investor in real estate properties, to sell REO
properties in an on-line auction format promoted by television advertising. The
company  has  an  agreement  with FOI to share in the profits of  the  sale  of
properties on shared basis after expenses are deducted through a joint venture,
Sun Investment Services, LLC ("Sun").  Sun is jointly owned (51%:49%) by Valcom
and FOI and the Parties are currently negotiating  an  operating  agreement for
future  auctions.  Valcom  is also in active discussion with other entities  to
market and promote properties utilizing its auction promotion format.

THE COMPANY'S COMPETITIVE POSITION

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

ValCom experiences competition from four market segments:

1) Traditional television broadcasting

2) Interactive television, game shows and reality television drama

3) Movies for television and theatrical releases

4) Studio facility services and other entertainment/media companies

TELEVISION BROADCASTING

While  the  company  has  significant experience  in  TV  broadcasting  and  is
broadcasting  a  24/7  network   through   an   affiliate  network,  technology
advancements in the television broadcast area with  a  move  to high definition
broadcast  and  expansion  through  IPTV & LPTV networks will be a  feature  of
virtually TV networks. The competitive  environment  for  advertising  has been
especially  difficult  over  recent  times  but  the  management  expects  that
consolidation  in  the  industry,  alignment  with  other  networks to increase
carriage   and   household   coverage  and  continued  innovative  programming,
particularly where network broadcast  is  a  key element to a number of revenue
streams will be the focus of the management for  the  continued  growth  of the
network.

INTERACTIVE TECHNOLOGY

The  Company has experience in the interactive communications and entertainment
fields,  which  brings together elements of the TV and telecom industry. During
the year, Valcom  facilities  produced  major  live  interactive  TV  shows and
reality  TV  based  games  shows  including such shows as BET's `Take the Cake'
which was broadcast live 5 night a  week  from the studios Burbank facility. It
has  created and broadcast interactive national  and  international  television
programs  using state-of-the-art computer technology, satellite communications,
and advanced telecommunications systems. The Company's management believes that
it's experience  in  developing and delivering interactive television programs,
will enhances its ability  to launch new entertainment and information programs
based on comparable resources.

<PAGE>	6


DEPENDENCE ON STUDIO FACILITIES

The Company's experience of studio facilities management over the years and has
been very successful. ValCom  is  focusing on its core business and capitalizes
on its reputation in the film and TV business to increase its revenue base. The
Company does not rely on a small group  of  customers.  It may rent facilities,
production equipment and personnel to any motion picture  studio  or production
company.  The  Company's  television  broadcast  operations  will offer further
opportunities to revenue share in a broader way with TV productions through its
ability to broadcast and syndicate  programming and further distribution though
its distribution subsidiary.

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

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

MYFAMILY TV

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

SATELLITE BINGO:

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

"HANGIN WITH THE BOYZ":

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

"WHO CAN YOU TRUST?"

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

"FUHGEDABOWDIT":

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

 "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.

<PAGE>	7

HEADLIGHTS AND TAILPIPES

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

SIN CITY RECORDS

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

MOTOWN PARTNERS, LLC

Live Theatre, Production Revenue and Concerts

EMPLOYEES

As of September 30, 2009, the Company had 12 full-time employees, including two
officers   and  three  professional  staff.  No  employee  of  the  Company  is
represented  by  a  labor  union  or  is  subject  to  a  collective bargaining
agreement. We have never experienced a work stoppage and believe  our  employee
relations are very good.

ITEM 1A. RISK FACTORS

                     RISKS ASSOCIATED WITH OUR OPERATIONS

WE  WILL REQUIRE ADDITIONAL FUNDS TO ACHIEVE OUR CURRENT BUSINESS STRATEGY  AND
OUR INABILITY  TO  OBTAIN  ADDITIONAL  FINANCING  COULD  CAUSE  US TO CEASE OUR
BUSINESS OPERATIONS.

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

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

<PAGE>	8

IT IS LIKELY THAT ADDITIONAL SHARES OF OUR STOCK WILL BE ISSUED IN  THE  NORMAL
COURSE  OF OUR BUSINESS DEVELOPMENT, WHICH WILL RESULT IN A DILUTIVE EFFECT  ON
OUR EXISTING SHAREHOLDERS.

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

IF WE FAIL TO ADEQUATELY MANAGE OUR GROWTH, WE MAY NOT BE SUCCESSFUL IN GROWING
OUR BUSINESS AND BECOMING PROFITABLE.

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

IF  WE  ACQUIRE  OR INVEST IN OTHER BUSINESSES,  WE  WILL  FACE  CERTAIN  RISKS
INHERENT IN SUCH TRANSACTIONS.

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

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.

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


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

<PAGE>	9


 RISKS ASSOCIATED WITH THE ENTERTAINMENT, MEDIA AND COMMUNICATIONS INDUSTRIES

COMPETITION  FROM  PROVIDERS  OF SIMILAR PRODUCTS AND SERVICES COULD MATERIALLY
ADVERSELY AFFECT OUR REVENUES AND FINANCIAL CONDITION.

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


THE SPECULATIVE NATURE OF THE ENTERTAINMENT, MEDIA AND COMMUNICATIONS  INDUSTRY
MAY  RESULT  IN  OUR  INABILITY  TO  PRODUCE  PRODUCTS OR SERVICES THAT RECEIVE
SUFFICIENT MARKET ACCEPTANCE FOR US TO BE SUCCESSFUL.

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

<PAGE>	10

CHANGES IN TECHNOLOGY MAY REDUCE THE DEMAND FOR THE PRODUCTS OR SERVICES WE MAY
OFFER FOLLOWING A BUSINESS COMBINATION.

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

IF OUR PRODUCTS  OR  SERVICES  THAT  WE MARKET AND SELL ARE NOT ACCEPTED BY THE
PUBLIC, OUR PROFITS MAY DECLINE.

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

THE  TV  BROADCASTING INDUSTRY IS EXTREMELY COMPETITIVE AND REQUIRES  CONTINUES
INVESTMENT IN NEW TECHNOLOGY, MARKETING, CARRIAGE AND IN NEW PROGRAMMING

     The TV  broadcast  industry  continues  to  be  under severe pressure with
declining advertising revenues and a very competitive  environment. At the same
time,  the viewer are seeking continued technology improvements  such  as  High
Definition  broadcast  which  requires continued investment and higher costs of
operation. The investment required  for  this  and the additional investment in
improved programming cannot guarantee that the broadcast  networks  will retain
its viewing audience or be attractive for advertisers in the future.

IF OUR REAL ESTATE WE SELL BY LIVE TV AUCTION OR BY DIRECT SALE IS NOT ACCEPTED
BY  THE  MARKET  OR  CARRIES  ANY  RESIDUAL LIABILITY, THIS MAY HAVE AN ADVERSE
EFFECT ON OUR PROFITS.

     There is no guarantee that the  TV  auction  sales   or  other real estate
sales  will  be  successful,  or  that the company will be able to continue  to
source properties suitable for live  TV auction sales or that these properties,
due to the fact that most of these are  foreclosed  properties,  may carry some
contingent or other liability.

ITEM 2. PROPERTIES

ValCom's  Studio  Division  is  composed  of  leased  studio facility at  14375
Myerlake Circle, Clearwater, Florida and its corporate  office  at  2113A  Gulf
Blvd, Indian Rocks Beach , Florida, 33785.

ValCom  also  holds  a  1/3  equity  interest  in the real estate of 7.5 acres,
160,000 square feet of commercial space.

<PAGE>	11

ITEM 3 - LEGAL PROCEEDINGS

Any  significant  legal  action involving the company during the financial year
and currently are set out below. The company also pursues  legal  action  where
appropriate in the normal course of business such  as  for  the  collection  of
receivables or in the defense of frivolous claims on the company.

CHAPTER 11 BANKRUPTCY

During August 2008, the Company emerged from bankruptcy following approval of a
plan of re-organization by the United States Bankruptcy Court, Central District
of California on August 5, 2008 and during 2008 and 2009 completed the approved
plan of re-organization.

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

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

<PAGE>	12


Valcom, through appeals counsel, filed an appeal,  and  oral  argument  on  the
appeal  occurred  December  17,  2007.  On February 13, 2008, subsequent to the
Debtor's status conference in bankruptcy  court,  the  Court of Appeals for the
Second Appellate District, Division Two, case number B193714, ruled in favor of
Valcom inc.

LAURUS MASTER FUND AND CHICAGO TITLE

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

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

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

On  March  24,  2009,  Valcom  and Laurus Master Fund, Ltd, a company organized
under the laws of the Cayman Islands  and  Chicago  Title Company, a California
Corporation  entered into a Settlement Agreement whereby  Valcom  resolved  its
previously asserted  claims  against  Laurus and Chicago Title. Pursuant to the
terms of the Agreement, Laurus agrees to pay the Company five hundred and fifty
thousand dollars ($550,000) which was received  by  the  Company's  attorney on
March  30th.  Within ten calendar days after the Company receives payment  from
Laurus,  the Company  filed  a  Request  for  Dismissal  of  its  claims,  with
prejudice,  of  its actions against Laurus and Chicago Title and Chicago Title.
This settlement is reflected as `Other Income' with full accrual made for legal
costs relating to the settlement.

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

Case number SC094099. This matter involves breach of contract and fraud against
the Defendants for $380,000 filed on  June 1, 2007 in the Superior Court of Los
Angeles,  Santa  Monica  District  alleging   breach   of   contract,  specific
performance, injunctive relief, declaratory relief, accounting  and negligence.
In this matter, Valcom is the plaintiff and sued the defendants for  breach  of
contract  with respect to Valcom's purchase of Brentwood Magazine.  This matter
is currently  scheduled for a post-mediation conference on February 4, 2009 and
the parties subsequently reached agreement and settlement on this matter.

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

NONE.

<PAGE>	13



                                   PART II

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

MARKET FOR COMMON EQUITY.

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

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

COMMON STOCK


Year to September 30 2009      Low          High
-------------------------     -------	   -------
First Quarter                 $  0.05      $  0.20
			      -------	   -------
Second Quarter                $  0.04      $  0.12
			      -------	   -------
Third Quarter                 $  0.03      $  0.05
			      -------	   -------
Fourth Quarter                $  0.04      $  0.10
			      -------	   -------

Year to September 30 2008
-------------------------
First Quarter                 $  0.03      $  0.29
			      -------	   -------
Second Quarter                $  0.03      $  0.10
			      -------	   -------
Third Quarter                 $  0.04      $  0.09
			      -------	   -------
Fourth Quarter                $  0.08      $  0.22
			      -------	   -------

Year to September 30 2007
-------------------------
First Quarter                 $  0.03      $  1.00
			      -------	   -------
Second Quarter                $  0.51      $  0.08
			      -------	   -------
Third Quarter                 $  0.14      $  0.27
			      -------	   -------
Fourth Quarter                $  0.06      $  0.37
			      -------	   -------


Year to September 2006
----------------------
First Quarter                 $  0.06      $  0.21
			      -------	   -------
Second Quarter                $  0.06      $  0.20
			      -------	   -------
Third Quarter                 $  0.06      $  0.20
			      -------	   -------
Fourth  Quarter               $  0.07      $  0.14
			      -------	   -------


<PAGE>	14


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

As of September 30, 2009, we had 39,064,158 shares of common stock outstanding,
with  approximately 6.3m shares in the  public  float  and  approximately  1440
shareholders of record.

DIVIDENDS

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

DESCRIPTION OF SECURITIES

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

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

PREFERRED STOCK

At  September  30,  2009, the Company had three series of convertible preferred
stock: B, C and D. Series  B  Preferred Stock has no voting rights, is entitled
to receive cumulative dividends  in  preference  to  any dividend on the common
stock at a rate of 10% per share, per year, to be issued  if  and when declared
by the Board of Directors and can be converted at any time into common stock on
a one for five basis. In the event of any liquidation, the holders of shares of
Series  B  Preferred  Stock  then outstanding shall be entitled to  receive  an
amount equal to the purchase price  per share, plus an amount equal to declared
but  unpaid  dividends thereon, if any,  to  the  date  of  payment.  Series  C
Preferred Stock  has  no  voting  rights,  is  entitled  to  receive cumulative
dividends in preference to any dividend on the common stock at  a  rate  of 10%
per  share,  per  year,  to  be  issued  if  and  when declared by the Board of
Directors and can be converted at any time into common  stock  on a one for one
basis.  In  the  event  of any liquidation, the holders of shares of  Series  C
Preferred Stock then outstanding  shall  be entitled to receive an amount equal
to the purchase price per share, plus an amount  equal  to  declared but unpaid
dividends thereon, if any, to the date of payment. Series D Preferred Stock has
no voting rights, no dividends and can be converted at any time to common stock
on a one for one basis. In the event of any liquidation, the  holder  of shares
of  Series  C Preferred Stock then outstanding shall be entitled to receive  an
amount equal  to  the  purchase  price  per  share.  With  respect to rights on
liquidation, Series B, C and D Preferred Stock shall rank senior  to the common
stock  but  Series  C  Preferred Stock shall be senior to both Series B  and  D
Preferred Stock while Series D Preferred Stock shall be junior to both Series B
and C Preferred Stock. The  Board  of  Directors has not declared any dividends
for any of the series of convertible preferred stock.

<PAGE>	15


EQUITY COMPENSATION PLAN

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

The following table  shows information with respect to each equity compensation
plan under which our common  stock  is authorized for issuance as of the fiscal
year ended September 30, 2009.

EQUITY COMPENSATION PLAN INFORMATION.



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


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

EQUITY COMPENSATION
PLANS NOT APPROVED BY
SECURITY HOLDERS
TOTAL                             Nil                     Nil                      Nil

</TABLE>







RECENT ISSUANCES OF UNREGISTERED SECURITIES


(A) COMMON STOCK

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

<PAGE>	16


ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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

                  SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS.

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

INTRODUCTION

PLAN OF OPERATION

As  of  September  30,  2009,  ValCom,  Inc.  operations  were comprised of the
following divisions:

1. BROADCASTING


On August 1, 2008, ValCom signed a letter of intent to acquire 100% of Faith TV
LLC,  a  Christian  TV  network  operating  through  65  television   broadcast
affiliates  and  through  IPTV  &  LPTV  networks. On December 15, 2008, Valcom
closed the agreement for the 100% purchase  of  Faith TV and has re-branded the
network and launched it as "MyFamily TV", a new family  focused TV network with
plans to add significantly more broadcast affiliates. My  Family TV is a strong
family oriented network with a core established audience and broadcasts to over
50m  households  on  full-time  and  part-time through its extensive  affiliate
network.  My  Family  TV  is  a  new network  created  for  American  families,
broadcasting over 80 movies per month  and  in  July 2009 launched Kid Mango, a
daily  3 hour kids block in a venture with Porchlight  Entertainment  which  is
carried  on Sky Angel, iLife and on the ION digital channel and featuring major
kids programs including Emmy Award winning titles such as Jakkers,  Jay Jay the
Jet Plane and Denis the Menace.

With the acquisition  of  My  Family TV, Valcom now has a library of over 1,000
films, over 200 episodic TV series  and  more  than  500  individual TV one-off
specials and documentary programs.

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

<PAGE>	17

2. FILM AND TV PROGRAM PRODUCTION DIVISION

 ValCom's  business  includes television production for network and syndication
programming, motion pictures,  and  real  estate holdings. Revenue is primarily
generated through the lease of the sound stages  and  production.  Our past and
present clients include Paramount Pictures, Don Belisarious Productions, Warner
Brothers,  Universal  Studios,  MGM,  HBO, NBC, 20th Century Fox, Disney,  CBS,
Sony,  Showtime, the USA Network, the Game  Show  Network,  Endemol,  BET  Home
Shopping Network and Sullivan Studios.

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

October 1, 2003,  we  formed  New  Zoo  Revue  LLC  pursuant to a joint venture
agreement with O Atlas Enterprises Inc.,a California corporation. New Zoo Revue
LLC was formed for the development and production of  "New Zoo Revue" a feature
film and television series and marketing of existing episodes.  The company did
not proceed with the production of the new feature film or series  but in 2004,
it did complete a distribution agreement for the DVD with BCI Eclipse  for  183
episodes  of  the  New  Zoo  Revue library. Valcom has not realized significant
revenues from animation to date.

ValCom's Studio Division is composed  of  its  studio at 14375 Myerlake Circle,
Clearwater,  Florida  which  houses  a  state-of- the  art  production  studio,
broadcast  facilities,  recording  studios,   production  design  construction,
animation and post-production. Corporate offices  are  located  at 2113A Indian
Rocks Beach, Florida.

In  2009,  Valcom  produced  the documentary feature film `Michel Le  Grand  is
Music'. The documentary pays tribute  to Michel Legrand's five-decade, multiple
award-winning career composing many of  the  most memorable film and television
scores and songs of all time. ValCom Inc. will  premiere  the  documentary in a
limited  week-long  theatrical  run in New York City on September 18th  at  the
Coliseum Theater. In addition, the  documentary will premiere in Los Angeles on
September  16th at the Laemmle Grand Cineplex  4.  "Michel  Legrand  Is  Music"
honors the work  of the three-time Academy Award-winning French music composer,
arranger, conductor  and pianist Michel Legrand. Legrand composed more than 200
film and television scores  and  numerous  jazz,  popular and classical musical
albums. He won Academy Awards for Best Music, Original  Song for "The Windmills
of  Your  Mind"  from  "The Thomas Crown Affair" (1969), Best  Music,  Original
Dramatic Score for "Summer  of  '42"  (1971)  and Best Music, Original Song for
Barbra Streisand Movie "Yentl" (1983). Academy  Award-winning  actor Jon Voight
narrates the documentary.

<PAGE>	18

3. LIVE THEATRE AND EVENT DIVISION

Valcom  has  a  live theatre division responsible for bringing live  shows  and
events to fruition.  In  2006  Valcom  produced  a  theater  production  called
'Headlights  and  Tailpipes' which was unveiled at the Las Vegas Stardust hotel
and ran until July 2006. Other events produced included the 2006 Superbowl pre-
game Wrap Bowl Event  featuring  Young  Jeezy,  Academy  Award winner Ludacris,
Juvenile and Juelz Santana.

Valcom is producing a live theatre event based on Michel LeGrand  and his music
scheduled for March 2010 at the MGM Grand, Las Vegas and featuring a line-up of
major international recording stars.

4. DISTRIBUTION

Valcom  ,  through  Valencia  Entertainment  International  operates  a compete
distribution and syndication service to producers and thus acquire content  for
its  networks  at  little or no cost with its ability to guarantee TV broadcast
and provide a launch for further home entertainment distribution on DVD and on-
demand channels through it other relationships. ValCom also has the opportunity
to co-produce film and TV programs by way of the provision of services with the
opportunity to defer  costs  and also to provide executive producer services to
assist with development, planning,  financing  and  then  be  able  to  acquire
distribution rights for these productions.

ValCom  owns  a  substantial library of television content with over 1000 films
and it also acquires  third  party film and TV programming which it distributes
through Valencia Entertainment International.

On November 6, 2007, Valencia Entertainment signed an agreement with Porchlight
Distribution Inc. from Santa Monica  Blvd.,  Los  Angeles,  for  the  worldwide
distribution of all 40 episodes of A.J.'s Time Travelers.

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

To coincide with the Michel LeGrand live events in Las Vegas in 2010, Valcom is
planning a number of distribution opportunities including  the distribution and
syndication of programming based on the live event, music recordings, album and
other related events.

<PAGE>	19

5. REAL ESTATE AND OTHER BROADCAST EVENT AUCTIONS

In 2009, Valcom pioneered the process of live event auctions  covering  a  wide
range  of  events for TV broadcast and live webcast. Combining the expertise in
TV production,  live  event  promotion  and  now as the owner of a broadcast TV
network, the opportunity offers a synergistic  approach to such events. In 2008
and 2009, Valcom produced a wide range live TV and webcast events including
  1. The Hilton `Make a Wish Foundation' broadcast live from the Hilton mansion
     in Beverly Hills in December 2008
  2. The Universal Studios `Battlestar Galactica'  prop and memorabilia auction
     by  live  web-cast  in  2009  over  a  number of days  from  the  Pasadena
     Convention Centre
  3. The Grammy Awards `Music Cares' auction as part of the 2009 Grammy Awards

In  June  2009,  Valcom together with Florida Opportunities,  Inc  set  up  Sun
Investments LLC, a  51%  subsidiary  of  Valcom,  Inc  to  develop the business
opportunity of live event and regular real estate auctions on broadcast TV. Sun
Investments   will  acquire  suitable  properties  and  together  with   Valcom
production studios,  My  Family  TV  will  produce  live auction events. Valcom
acquires  additional  TV  carriage through the purchase  of  airtime  on  major
networks and markets the events nationwide.

The first such event took place  in  June  2009  with  live  broadcast from the
Valcom studios media centre in Clearwater, Florida and broadcast  live  over  4
hours  on My Family TV and carried on other networks with an auction of over 40
foreclosure  properties  acquired  by Sun Investments. A series of further live
events are planned for October and November 2009.

<PAGE>	20


RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 30, 2009 COMPARED TO FISCAL YEAR ENDED SEPTEMBER
30, 2008

Revenues for the year ended September  30,  2009  decreased  by $184,224 or 19%
from $ 953,209 for the year ended September 30, 2008 to $768,985  for  the same
period  in  2009.  The  decrease  in  revenue  was  principally  due to reduced
production activity.

Production costs for the year ended September 30, 2009 increased by  $27,353 or
429%  to  $33,736 for the year ended September 30, 2009 to $6,383 for the  same
period in 2008.  The  increase  in  production  costs  was  principally  due to
additional direct production costs.

Selling and promotion costs for the year ended September 30, 2009 increased  by
$44,532  or 362% to $56,826 for the same period in 2009 to $12,294 for the year
ended September  30,  2008.  The  increase  was  due  principally  to increased
promotion spend.

Depreciation  and  amortization  expense for the year ended September 30,  2009
decreased by $33,713 or 30% from $ 112,701for the year ended September 30, 2008
to $78,988 for the same period in  2009.   The  decrease  was  primarily due to
reduced fixed assets for the period.

General  and  administrative  expenses  for the year ended September  30,  2009
increased by $650,797 or 37% to $2,414,831  for  the  year  ended September 30,
2009  from  $1,764,034  for  the  same  period  in 2008. The decrease  was  due
principally to increased costs from the acquisition of subsidiaries.

Interest expense for the year ended September 30,  2009 decreased by $57,172 or
71% from $80,367 for the year ended September 30, 2008  to $23,215 for the same
period  in  2009.  The  decrease was due principally to reduction  in  interest
bearing loan notes.

Due  to the factors described  above,  the  Company's  net  loss  increased  by
$1,186,738  or  117% from a net loss of $1,018,564 for the year ended September
30, 2008 to a loss of $ 2,2,05,302 for the year ended September 30, 2009.


LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated  financial  statements  have  been prepared assuming
that  the  Company  will  continue  as  a  going concern. As discussed  in  the
consolidated financial statements, the Company has a net loss of $2,205,302 and
a negative cash flow from operations of $1,153,329 for the year ended September
30,  2009, and an accumulated deficit of $20,523,156  at  September  30,  2009.
These  conditions  raise  substantial  doubt  about  the  Company's  ability to
continue  as  a  going  concern.  Cash  totaled $159,800 on September 30, 2009,
compared to $86,415 at September 30, 2008.  During  the  fiscal  year 2009, net
cash used by operating activities totaled $ 1,173,329 compared to  $302,913 for
the  year  ended  September  30,  2008.  A  significant  portion  of  operating
activities  included  payments for accounting and legal fees, consulting  fees,
salaries, and rent. Net  cash  increase by financing activities for fiscal year
2009 totaled $2,286,597. Net cash  used  by  investing activities during fiscal
year  2009  totaled  $1,059,883 with the purchase  of  subsidiaries  and  fixed
assets.

<PAGE>	21



The above cash flow activities  yielded  a  net cash increase of $73,385 during
fiscal year 2009 compared to a net cash increase  of  $80,489  during  the year
ended September 30, 2008.

There  can  be  no assurance that the Company will be able to raise capital  on
terms acceptable  to  the  Company,  if  at all. The total shareholders' equity
deficit increased to $999,835 in fiscal year  2009.  Additional paid in capital
increased by $1,427,132 in fiscal year ended September 30, 2009.



INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

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

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

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  $2,000,000  for
facilities, equipment and growth.

There  can  be  no  assurance  that  additional private  or  public  financing,
including  debt  or equity financing, will  be  available  as  needed,  or,  if
available, on terms  favorable  to the Company. Any additional equity financing
may be dilutive to stockholders and  such additional equity securities may have
rights, preferences or privileges that  are  senior  to  those of the Company's
existing common or preferred stock. Furthermore, debt financing,  if available,
will  require  payment  of interest and may involve restrictive covenants  that
could impose limitations  on  the  operating  flexibility  of  the Company. The
Company's  failure  to  successfully  obtain  additional  future  funding   may
jeopardize its ability to continue its business and operations.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

<PAGE>	22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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



VALCOM, INC.
Balance Sheets
(These Financial Statements are Unaudited)



Assets

					     September 30,	September 30,
					     2009		2008
					     --------------	--------------

CURRENT ASSETS

	Cash				      $	    171,076 	$      86,415
	Accounts receivable, net		     44,303 	       25,947
	Inventory				    487,324
					      --------------	--------------

	     Total Current Assets		    702,703	      112,362
					      --------------	--------------

FIXED ASSETS, net				  238,664		    -
					      --------------	--------------

OTHER ASSETS
	Intangible assets, net			    411,349 		    -
					      --------------	--------------

	     Total Other Assets		  	    411,349		    -
					      --------------	--------------

	     TOTAL ASSETS		      $	  1,352,716 	$     112,362
					      ==============	==============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable and
	  accrued expenses		      $	    797,513 	$     425,944
	Due to related parties			    900,048	      147,756
	Notes payable			 	    378,839 	      177,500
					      --------------	--------------

	     Total Current Liabilities		  2,076,400	      751,200
					      -------------	--------------


	     TOTAL LIABILITIES			  2,076,400 	      751,200
					      --------------	--------------


STOCKHOLDERS' EQUITY (DEFICIT)

	Series B Preferred stock,
	  1,000,000 shares authorized at
	  par  value  of  $0.001, 38,000
	  shares issued and outstanding		         38 	  	   38

	Series C Preferred stock,
	  25,000,000 shares authorized
	  at  par v alue of $0.001,
	  14,691,666, 9,591,666 and
	  7,921,666 shares issued		     14,691	        9,591
	  and outstanding, respectively

	Common stock, 250,000,000 shares
	  authorized at par value
	  of $0.001, 39,064,158, 22,776,099
	  and 10,376,099 shares
	  issued and outstanding, respectively	     39,064	       23,141

	Minority Interest			          -
	Treasury stock, 35,000 shares		    (23,522)	      (23,522)
	Additional paid-in capital		 19,860,148	   18,357,633
	Accumulated deficit			(20,614,103)	  (19,005,719)
					      --------------	--------------


	     Total Stockholders' Equity
	       (Deficit)		 	   (723,684)	     (638,838)
					      --------------	--------------

	     TOTAL LIABILITIES AND
	       STOCKHOLDERS' EQUITY (DEFICIT) $	  1,352,716 	$     112,362
					      ==============	==============



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

<PAGE>	F-2



</TABLE>


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


VALCOM, INC.
Statements of Operations

									      For the Year Ended
									         September 30,
									      ------------------
								    2009			     2008
								-----------			------------

REVENUES							$ 766,355			$   935,691
COST OF GOODS SOLD						 (478,993)			   (301,161)
								-----------			------------
GROSS MARGIN							  287,362 			    634,530

OPERATING EXPENSES

	Advertising and marketing				     56,437 			    224,794
	Depreciation expense					    198,155 			    112,701
	General and administrative				  2,131,205 			  1,531,174
								-----------			------------

		Total Operating Expenses			  2,385,797 			  1,868,669
								-----------			------------

LOSS FROM OPERATIONS						 (2,098,435)		 	 (1,234,139)
								-----------			------------

OTHER INCOME (EXPENSE)

	Interest expense, net					   (140,648)			    (63,054)
	Gain on settlement of litigation			    550,000 			          -
	Gain on extinguishment of debt				         - 			    588,462
	Gain on derivative liabilities				     60,672 			          -
	Other Income(Expense)					     20,027 			      2,302
								-----------			------------

TOTAL OTHER INCOME (EXPENSE)					    490,051 			    527,710
								-----------			------------


LOSS BEFORE INCOME TAXES					 (1,608,384)			   (706,429)


PROVISION FOR INCOME TAXES					           - 			 	  -
								-----------			------------

NET LOSS							$(1,608,384)	 		$  (706,429)
								===========			============


BASIC LOSS PER SHARE						$     (0.05)			$     (0.03)

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING						 30,649,326 		 	 23,141,099
								===========			============

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


</TABLE>

<PAGE>	F-3

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

VALCOM, INC.
Condensed consolidated Statements of Stockholders' Equity (Deficit)
(These Financial Statements are Unaudited)





					Series B Preferred Stock	Series C Preferred Stock	Common Stock
					Shares		Amount		Shares		Amount		Shares		Amount
					------		------		---------	-------		-----------	-------
Balance,
September 30, 2007	 		38,000 		    38 	 	7,921,666 	  7,921 	 10,376,099 	 10,376

Common stock issued
  for services	 			     - 		     - 	 		- 	      - 	  6,595,000 	  6,595

Preferred stock
  issued for debt			     - 		     - 	 	1,669,729 	  1,670 	 	  - 	      -

Common stock issued
  for debt	 			     - 		     - 	 		- 	      - 	    500,000 	    500

Common stock issued
  for interest							 	  				    600,000 	    600

Common stock issued for
  cash	 				     - 		     - 	 		- 	      - 	  5,070,000 	  5,070

Net loss for the year
  ended September 30,
  2008	 				     - 		     - 	 		- 	      - 	 	  - 	      -
					------		------		---------	-------		-----------	-------
Balance, September 30,
  2008	 				38,000 	 	$   38 	 	9,591,395 	$ 9,591 	 23,141,099 	$23,141
					======		======		=========	=======		===========	=======
Balance, September 30,
  2008	 				38,000 	 	$   38 	 	9,591,395 	$ 9,591 	 23,141,099 	$23,141

Common stock issued
  for services	 			     - 		     - 				 		  3,532,059 	  3,532

Preferred stock issued
  for cash	 			     - 		     - 	 	5,000,000 	  5,000

Preferred stock issued for
  Subsidiary Acquisition				 		  100,000 	    100

Common stock issued for
  debt extension	 		     - 		     - 				 		     75,000 	     75

Common stock issued for
  cash	 				     - 		     - 						  9,625,000 	  9,625

Common Stock issued for
 Subsidiary Acquisition							 				  1,500,000 	  1,500

Common Stock issued for
  registration rights
  penalties							 					  1,191,000 	  1,191

Derivative liability -
  tainted warrants

Derivative liability -
  settlement

Net loss for the year
  ended September 30,
  2009	 				     - 		     -
					------		------		---------	-------		-----------	-------
Balance, September 30,
  2009	 				38,000 	 	$   38 	 	14,691,395 	$14,691 	 39,064,158 	$39,064
					======		======		=========	=======		===========	=======


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




</TABLE>

<PAGE>	F-4


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

VALCOM, INC.
Condensed consolidated Statements of Stockholders' Equity (Deficit)
(These Financial Statements are Unaudited)
(CONTINUED)






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

Balance, September 30, 2007		  (23,522)	15,081,739 	(18,299,290)	  (3,222,738)

Common stock issued for services	        - 	   931,005 		  - 	     937,600

Preferred stock issued for debt		 	- 	 1,668,059 		  - 	   1,669,729

Common stock issued for debt		 	- 	    79,500 		  - 	      80,000

Common stock issued for interest			    95,400 		  - 	      96,000

Common stock issued for
  cash		 				- 	   501,930 		  - 	     507,000

Net loss for the year
  ended September 30, 2008		 	- 		 - 	   (706,429)	    (706,429)
					---------      -----------     ------------	------------
Balance, September 30, 2008	 	$ (23,522)     $18,357,633     $(19,005,719)	$   (638,838)
					=========      ===========     ============	============
Balance, September 30, 2008	 	$ (23,522)     $18,357,633     $(19,005,719)	$   (638,838)

Common stock issued for services		- 	   283,915 			     287,447

Preferred stock issued for cash		 		   245,000 			     250,000

Preferred stock issued for
  Subsidiary Acquisition		   		     8,900 			       9,000

Common stock issued for debt
  extension						     4,800 			       4,875

Common stock issued for  cash				   682,875 			     692,500

Common Stock issued for
 Subsidiary Acquisition				 	    57,900 			      59,400

Common Stock issued for
registration rights penalties				    79,797 			      80,988

Derivative liability -
  tainted warrants				 	  (103,220)			    (103,220)

Derivative liability -
  settlement				 		   242,548 			     242,548

Net loss for the year
  ended September 30, 2009						(1,608,384)	  (1,608,384)
					---------      -----------     ------------	------------
Balance, September 30, 2009	 	$ (23,522)     $19,860,148    $(20,614,103)	$   (723,684)
					=========      ===========     ============	============


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




</TABLE>



<PAGE>	F-5



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

VALCOM, INC.
Statements of Cash Flows
(These Financial Statements are Unaudited)

									For the Year Ended September 30,

									2009			2008
OPERATING ACTIVITIES

	Net loss							$	 (1,608,384)	$	 (706,429)
	Adjustments to reconcile net loss to
	  net cash used by operating activities:
		Depreciation expense						198,155 		 112,701
		Common stock issued for services				 287,447 		 937,600
		Gain on derivative liabilities					 (60,672)			 -
		Gain on settlement of litigation						 	-
		Amortization of debt discount			 		122,464 			 -
		Provision for bad debt					 	228,536 			 -
		Gain on sale of fixed assets			 		(22,000)			 -
		Gain on debt extinguishment					 - 			 (588,463)
	Changes in operating assets and liabilities
		(Increase) decrease in accounts receivable			 (123,013)		 147,381
		(Increase) decrease in Inventory			 	(487,324)
		Increase (decrease) in accounts payable			 	355,591 		 (344,010)
		Increase (decrease) in related party payable			 752,292 		 (132,803)
		(Increase)Decrease in prepaid and other
		  current assets						(62,500)		 158,853
		Net Cash Used in Operating Activities				(419,408)		 (415,170)

 INVESTING ACTIVITIES

	Proceeds from sale of equipment						 22,000 			 -
	Cash paid for acquisition of MyFamily TV				 (822,633)			 -
	Increase in restricted cash						(60,230)			 -
	Purchase of property and equipment					 (2,535)		 (11,341)

		Net Cash Used in Investing Activities			 	(863,398)		 (11,341)

FINANCING ACTIVITIES

	Proceeds from sale of common stock				 	692,500 		 507,000
	Borrowings on debt				 			390,000 			 -
	Repayment of debt				 			(106,250)			 -
	Common stock issued for exercise of warrants				 80,988 			 -
	Proceeds from sale of preferred stock					 250,000 			 -

	Net Cash Provided by Financing Activities			 	1,307,238 		 507,000

		NET CHANGE IN CASH		   	 			24,432 	   	   	 80,489

		CASH AT BEGINNING OF YEAR		   			 86,415 		    5,926

		CASH AT END OF YEAR					$	 110,847 		$	 86,415

SUPPLEMENTAL DISCLOSURES OF
 	CASH FLOW INFORMATION

	CASH PAID FOR:
		Interest						$	 8,750 		 	$ 	 -
		Income Taxes						$	 - 		 	$ 	 -

	NON CASH FINANCING ACTIVITIES:
		Debt discount due to embedded conversion
		     option and warrants issued with debt			200,000 			 -

										2009			2008
		Common stock warrants tainted as derivative liability		 103,220 			 -
		Preferred stock issued for related party payables		 - 			 1,669,729
		Common stock issued for debt			 		- 			 79,500
		Common stock issued for accrued interest			 - 			 96,000
		Resolution of tainted derivative liabilities			 242,548 			 -
		Common stock issued for acquisition of My Family TV		59,400 				-
		Preferred stock issued for acquisition of My Family TV		 9,000 				 -

The accompanying notes are an integral part of these financial statements.
7






</TABLE>





<PAGE>	F-6



                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2009






NOTE 1. DESCRIPTION OF BUSINESS

ValCom, Inc and its Subsidiaries' (collectively the Company) businesses include
television production for network and syndication programming, motion pictures,
and  real  estate holdings, however, revenue is primarily generated through the
lease of the  sound  stages  and  production,  a  TV  network  and  live  event
broadcasting  including  real  estate  auctions. The Company's past and present
clients include movie studios and television  networks.  In addition to leasing
its  sound  stages,  the  Company  also  a  library of television  content  for
worldwide distribution and acquired a further  library  of  film and television
series with the acquisition of Faith TV (now renamed My Family  TV)  during the
year.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. BASIS OF PRESENTATION

The  accompanying consolidated financial statements have been prepared  by  the
Company  in  accordance  with  accounting  principles generally accepted in the
United States of America ("US GAAP").

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

b. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Valcom, Inc.  and
four  wholly-owned  subsidiaries,  VEI,  which  was acquired effective February
2001, and Half Day Video, Inc., which was acquired effective March 2001. ValCom
Nevada which was acquired effective March 1, 2004,  and New Zoo Revue which was
acquired effective October 2003. Faith TV, LLC (now renamed  My  Family TV) was
acquired in December 2008 and Sun Investments, 51% owned by Valcom  Inc was set
up in June 2009. Investments in affiliated companies over which the Company has
a significant influence or ownership of more than 20% but less than or equal to
50%  are  accounted  for  under  the  equity  method. The Company has no equity
affiliates as of September 30, 2009.

c. USE OF ESTIMATES

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

d. FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC820 "Fair Value Measurements  and  Disclosures",  adopted  January  1, 2008,
defines   fair   value,  establishes  a  three-level  valuation  hierarchy  for
disclosures of fair  value measurement and enhances disclosure requirements for
fair value measures. The  carrying  amounts  reported in the balance sheets for
current receivables and payables qualify as financial  instruments.  Management
concluded  the carrying values are a reasonable estimate of fair value  because
of the short  period  of  time  between the origination of such instruments and
their  expected  realization and if  applicable,  their  stated  interest  rate
approximates current rates available. The three levels are defined as follows:

Level 1 - inputs to  the  valuation  methodology are quoted prices (unadjusted)
for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets,  and  inputs  that are observable for
the assets or liability, either directly or indirectly, for  substantially  the
full term of the financial instruments.

Level  3 - inputs to the valuation methodology are unobservable and significant
to the fair value.

e. RECLASSIFICATIONS

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

f. DEPRECIATION AND AMORTIZATION

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

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

g. INCOME TAXES

The Company accounts for income taxes in accordance with ASC740 "Accounting for
Income Taxes". ASC 740 requires an asset and  liability  approach for financial
accounting   and  reporting  for  income  taxes  and  allows  recognition   and
measurement of  deferred tax assets based upon the likelihood of realization of
tax benefits in future  years. Under the asset and liability approach, deferred
taxes are provided for the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is provided for
deferred tax assets if it  is  more  likely  than  not  these items will either
expire  before the Company is able to realize their benefits,  or  that  future
deductibility is uncertain.

The Company  adopted  the  accounting  standard for uncertainty in income taxes
which prescribes a comprehensive model for  how  a  company  should  recognize,
measure,  present  and  disclose  in  its  financial  statements  uncertain tax
positions  that  the  Company  has  taken  or  expects  to take on a tax return
(including a decision whether to file or not to file a return  in  a particular
jurisdiction).

h. SHARE-BASED COMPENSATION

The Company accounts for stock options in accordance with FASB ASC 718, "Share-
Based  Payment"  and  FASB  ASC  505-50, "Equity-Equity-Based Payments to  Non-
Employees." (See Note 10)


<PAGE>	F-7


i. REVENUE RECOGNITION

Revenues from studio and equipment  rentals  are  recognized  ratably  over the
contract  terms.  Revenues  from  the  production  and  licensing of television
programming are recognized when the films or series are available  for telecast
and   certain  contractual  terms  of  the  related  production  and  licensing
agreements  have been met. Revenues from the television network are principally
advertising revenue  and  payment for program broadcast and both are recognized
over the period of the broadcast.

j. CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject us to concentrations of credit
risk, consist principally of  cash  and  trade  receivables.  Concentrations of
credit  risk with respect to trade receivables are limited due to  the  clients
that comprise  our customer base and their dispersion across different business
and geographic areas.  We  estimate  and  maintain an allowance for potentially
uncollectible  accounts  and  such  estimates  have  historically  been  within
management's expectations. Our cash balances are maintained in accounts held by
major  banks  and  financial institutions located in  the  United  States.  The
Company occasionally  maintains amounts on deposit with a financial institution
that are in excess of the  federally  insured  limit  of $100,000. Statement of
Financial Accounting Standards No. 105 identifies this  as  a  concentration of
credit risk requiring disclosure, regardless of the degree of risk. The risk is
managed by maintaining all deposits in high quality financial institutions. The
Company had no amounts in excess of federally insured limits at  September  30,
2009.

k. CASH AND CASH EQUIVALENTS

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

l. TREASURY STOCK

Treasury stock is accounted for by the cost method. Issuance of treasury shares
is  accounted  for on a first in, first-out basis. Differences between the cost
of treasury shares and the re-issuance proceeds are charged to additional paid-
in capital, if reissued.  During July 2002, the Company purchased 35,000 shares
of its common stock at a total cost of $23,522. No shares have been reissued as
of September 30, 2009.

m. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (FASB) issued a standard
that established the FASB Accounting  Standards  Codification (ASC) and amended
the hierarchy of generally accepted accounting principles (ASC) and amended the
hierarchy of generally accepted accounting principles  (GAAP) such that the ASC
became the single source of authoritative nongovernmental  U.S.  GAAP.  The ASC
did  not change current U.S. GAAP, but was intended to simplify user access  to
all authoritative  U.S.  GAAP  by  providing  all  the authoritative literature
related to a particular topic in one place. All previously  existing accounting
standard  documents  were  superseded  and all other accounting literature  not
included in the ASC is considered non-authoritative.  New  accounting standards
issued  subsequent  to  June 30,  2009  are  communicated  by the FASB  through
Accounting  Standards Updates (ASUs). The Company adopted the  ASC  on  July 1,
2009. This standard  did  not  have  an  impact  on  the Company's consolidated
results of operations or financial condition. However,  throughout the notes to
the consolidated financial statements references that were  previously  made to
various  former  authoritative  U.S.  GAAP  pronouncements have been changed to
coincide with the appropriate section of the ASC.


<PAGE>	F-8


In  December 2007,  the  FASB  issued  a  new standard  which  established  the
accounting for and reporting of noncontrolling  interests  (NCIs)  in partially
owned  consolidated  subsidiaries  and  the  loss  of  control of subsidiaries.
Certain  provisions of this standard indicate, among other  things,  that  NCIs
(previously  referred  to  as  minority  interests)  be  treated  as a separate
component  of  equity,  not  as a liability (as was previously the case);  that
increases and decreases in the  parent's  ownership interest that leave control
intact be treated as equity transactions, rather  than  as step acquisitions or
dilution  gains  or losses; and that losses of a partially  owned  consolidated
subsidiary be allocated  to the NCI even when such allocation might result in a
deficit balance. This standard  also  required  changes to certain presentation
and disclosure requirements.

In  June 2009,  the  FASB issued a new standard regarding  the  accounting  for
transfers of financial  assets  amending  the existing guidance on transfers of
financial  assets  to, among other things, eliminate  the  qualifying  special-
purpose entity concept,  include  a new unit of account definition that must be
met for transfers of portions of financial  assets  to  be  eligible  for  sale
accounting, clarify and change the derecognition criteria for a transfer to  be
accounted  for  as  a  sale, and require significant additional disclosure. The
standard is effective for  new  transfers of financial assets beginning October
1, 2010. The adoption of this standard  is  not  expected  to  have  a material
impact  on  the  Company's  consolidated  results  of  operations  or financial
condition.

In  June 2009,  the  FASB  issued  an  accounting  standard  that  revised  the
consolidation   guidance  for  variable-interest  entities.  The  modifications
include  the elimination  of  the  exemption  for  qualifying  special  purpose
entities,  a  new  approach  for determining who should consolidate a variable-
interest entity, and changes to  when  it  is  necessary to reassess who should
consolidate a variable-interest entity. The standard  is  effective  October 1,
2010.  The  Company  is  currently evaluating the impact of this standard,  but
would not expect it to have  a  material  impact  on the Company's consolidated
results of operations or financial condition.

In May 2009, the FASB issued SFAS No. 165, "Subsequent  Events"  (Now ASC 855),
which  provides guidance to establish general standards of accounting  for  and
disclosures  of  events  that  occur  after  the  balance sheet date but before
financial statements are issued or are available to  be  issued.  ASC  855 also
requires  entities  to  disclose  the date through which subsequent events were
evaluated  as well as the rationale  for  why  that  date  was  selected.  This
disclosure should  alert  all  users of financial statements that an entity has
not evaluated subsequent events  after  that  date  in  the  set  of  financial
statements being presented. ASC 855 is effective for interim and annual periods
ending after June 15, 2009. We do not expect the adoption of ASC 855 will  have
a  material  impact  on  our  financial position, results of operations or cash
flows.

n. ACCOUNTS RECEIVABLE

Accounts receivable are carried  at  original  invoice  amount less an estimate
made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis. Specific reserves are estimated by management  based  on certain
assumptions and variables, including the customer's financial condition, age of
the  customer's  receivables, and changes in payment histories. As of September
30,  2009  an  allowance  for  doubtful  receivables  $201,169  was  considered
necessary. Recoveries  of trade receivables previously written off are recorded
when received.


<PAGE>	F-9

o. BASIC LOSS PER SHARE

Basic net loss per share  is computed by dividing the net loss by the weighted-
average number of common shares  outstanding.  Diluted  net  loss  per share is
computed  based  on  the  weighted-average  number of common shares outstanding
increased by dilutive common stock equivalents.  For  the  years ended December
31,  2008  and 2007, potential dilutive securities had an anti-dilutive  effect
and were not included in the calculation of diluted earnings per common share.

p. ADVERTISING AND MARKETING

The Company  expenses  advertising  costs  in  the  period  in  which  they are
incurred.  Advertising  and marketing expense was $56,437 and $224,794 for  the
years ended September 30, 2009 and 2008, respectively.

NOTE 3. GOING CONCERN

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization  of assets and the settlement of liabilities
in the normal course of business. As  of  and  for the year ended September 30,
2009, the Company has a negative working capital,  has incurred significant net
losses, and has negative cash flows from operating activities. In addition, the
Company  had  an  accumulated  loss  of  $20,650,138.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern  is  dependent on the
Company  increasing sales to the point it becomes profitable. The  Company  may
need to raise  additional  capital  for marketing to increase its sales. If the
Company is unable to increase sales sufficiently or obtain adequate capital, it
could be forced to cease operation. The  accompanying  financial  statements do
not  include  any adjustments relating to the recoverability and classification
of asset carrying  amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty.

Management Plans to Continue as a Going Concern

Management plans to  increase  sales by increasing its activity at its recently
acquired acquisitions and new business  and  to  obtain additional capital from
the private placement of shares of its common stock. However, management cannot
provide any assurances that the Company will be successful in accomplishing any
of its plans.

NOTE 4. RESTATEMENT

In connection with our review of the following transactions  in preparation for
the  September  30,  2009  audit,  we  identified  errors in the accounting  as
discussed below:

   -  Investment in building and related lot in  Las  Vegas  Nevada  -  we
      determined  that  at  December  31, 2008, we no longer held any rights to
      this property

The effects of the restatement on reported amounts for the year ended September
30, 2008 are presented below in the following tables:


<PAGE>	F-10

<TABLE>
<CAPTION>
<S><C><C>
                                                                  SEPTEMBER 30, 2008
					   --------------------------------------------------------------
                                             AS REPORTED        ADJUSTMENTS                AS RESTATED
					   --------------      --------------	       ------------------
Cash & Equivalents                         $       86,416      $            -          $           86,416
Prepaid Expenses                                   24,434                   -                      24,434
Receivables                                                            25,946                      25,946
					   --------------      --------------	       ------------------
Current Assets                                    110,850                                         136,796

Property, Plant and Equipment, net                 76,020             (76,020)                          -
Other Assets                                    1,000,000          (1,000,000)                          -
					   --------------      --------------	       ------------------
Non-Current Assets                              1,076,020          (1,076,020)                          -
					   --------------      --------------	       ------------------
TOTAL ASSET                                $    1,186,870          (1,076,020)         $          136,796
					   ==============      ==============	       ==================
Accounts Payable and Accrued Liabilities   $      468,364             (42,419)         $          425,945
Accounts Payable - Related Party                   86,181             127,522                     213,703
Accrued Interest                                  166,061            (101,062)                     64,999
Notes payable                                     412,173            (299,673)                    112,500
					   --------------      --------------	       ------------------
Total Liabilities                               1,132,779            (315,632)                    817,147


Series B - Preferred Stock                             38                   -                          38
Series C - Preferred Stock                          9,591                   -                       9,591
Common Stock                                       22,776                 365                      23,141
Additional Paid In Capital                     17,778,314             579,319                  18,357,633
Accumulated Deficit                           (17,733,106)         (1,314,126)                (19,047,232)
Treasury Stock                                    (23,522)                  -                     (23,522)
					   --------------      --------------	       ------------------
Equity                                             54,091            (734,442)                   (680,351)
					   --------------      --------------	       ------------------
TOTAL LIABILITY AND EQUITY                 $    1,186,870          (1,050,074)         $          136,796
					   ==============      ==============	       ==================

</TABLE>


<TABLE>
<CAPTION>
<S><C><C>
                                                   YEAR ENDED SEPTEMBER 30, 2008
					------------------------------------------------
                                           AS REPORTED      ADJUSTMENTS      AS RESTATED
					--------------	 --------------   --------------
Revenue                                 $      953,209   $            -   $      953,209
Cost of Revenue                                 (6,383)        (294,796)        (301,179)
					--------------	 --------------   --------------
Gross Margin                                   946,826         (294,796)         652,030

Selling, General and Administrative          1,267,929           96,459        1,364,388
Advertising and Promotion                       12,294          212,500          224,794
Depreciation and Amortization Expense           25,340           87,361          112,701

Operating Expenses                           1,305,563          396,320        1,701,883
					--------------	 --------------   --------------
Other income (expense)

Interest Expense                               (79,085)          14,085          (65,000)
Other Income                                     4,006              241            4,247
</TABLE>





<PAGE>	F-11

                                 VALCOM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2009










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


Gain on extinguishment of debt            	     -    	588,463          588,463
					--------------	 --------------   --------------
Total other income (expense)         		75,079    	602,789          527,710
					--------------	 --------------   --------------
TOTAL EXPENSE                     	     1,380,642         (206,469)       1,174,173
					--------------	 --------------   --------------
NET LOSS                      		$     (433,816)   	(88,327)  $     (522,143)
					==============	 ==============	  ==============
EPS - Basic                   		$        (0.03)             	  $        (0.03)

Weighted average shares OS       	    15,827,349                	      15,827,349


</TABLE>


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

                                                                 YEAR ENDED SEPTEMBER 30, 2008
							   ---------------------------------------
                                                           AS REPORTED   ADJUSTMENTS   AS RESTATED
							   -----------	 -----------   -----------

 Net loss                                                     (433,816)      (88,327)     (522,143)

 ADJUSTMENTS TO RECONCILE NET LOSS TO
   NET CASH USED BY OPERATING ACTIVITIES:
      Depreciation expense                                      25,340       441,246
      Common stock issued for services                         518,915             -
      Gain on write off of debt                                      -      (588,463)
 CHANGES IN OPERATING ASSETS AND LIABILITIES
      (Increase) decrease in accounts receivable               173,328      (157,287)
      (Increase) decrease in prepaid expenses                  (24,434)            -       (24,434)
      Increase (decrease) in accrued interest payable            2,271        62,728
      Increase (decrease) in accounts payable                 (438,610)       85,103
      (Increase) decrease in deposits                          158,853             -       158,853
							   -----------	 -----------   -----------
 Net cash used in operating activities                         (18,153)     (245,000)     (263,153)

 Proceeds from sale of common and preferred stock              502,000       245,000       747,000
 Repayment of note                                            (403,357)            -      (403,357)
							   -----------	 -----------   -----------
 CASH PROVIDED BY FINANCING                                     98,643             -        98,643

 NET INCREASE IN CASH                                           80,490             -        80,490
 CASH AT BEGINNING OF YEAR                                       5,926             -         5,926
							   -----------	 -----------   -----------
 CASH AT END OF YEAR                                            86,416             -        86,416
							   -----------	 -----------   -----------

</TABLE>


<PAGE>	F-12

NOTE 5. ACQUISITION OF FAITH TV, LLC
<TABLE>
<CAPTION>
<S><C><C>
On December 15, 2008, we purchased 100%  of  the outstanding shares of FaithTV, LLC.
The  purchase  is reflected in the financial statements  along  with  the  operating
results of FaithTV,  LLC  from  December  16,  2008  through  December 31, 2008. The
purchase  price  included 100,000 shares of convertible preferred  stock  valued  at
$9,000 based on an  "as if" converted basis; 1,500,000 shares of common stock valued
at  $67,500 based on the  Company's  quoted  stock  price;  cash  payments  totaling
$75,000;  and  a  note  payable for $750,000. The note payable was paid off prior to
September 30, 2009. The total  purchase  price  was $901,500. The preferred stock is
convertible to shares of the Company's common stock  on  a  one  share for one share
basis.

The  revised purchase price was allocated based upon the fair value  of  the  assets
purchased as follows:

Equipment                      		$   33,068
Film library                      	   250,000
Paid programming contracts        	   570,665
Cash                                	     2,365
Accounts receivable, net          	   126,379
Allowance for doubtful accounts   	   (65,000)
Other current assets                	     2,300
Accounts payable                  	   (17,558)
Other                                	      (719)
					----------
                               		$  901,500
					==========


The following  table  summarizes the required disclosures of the unaudited pro forma
combined entity, as if the acquisitions occurred at November 1, 2007:


                     	For the years ended September 30
			--------------------------------
                              2009              2008
			--------------	   -------------

Revenue           	$      829,851     $   1,532,519
Net loss              	    (1,384,317)         (556,083)
Earnings per share	$        (0.09)    $



The unaudited pro forma  results  above  have been prepared for comparative purposes
only and do not purport to be indicative of the results of operations which actually
would have resulted had the acquisitions occurred  at  November  1,  2007  and 2008,
respectively, nor is it necessarily indicative of future operating results.

</TABLE>

NOTE 6. PROPERTY AND EQUIPMENT, INTANGIBLES

Property  and  equipment and intangibles consists of the following at September
30:


                               		September 30,   September 30,
                                   	    2009            2008
					------------	------------
Production Equipment            	$    115,374    $     76,020
Film and program library              	     250,000               -
					------------	------------
     Subtotal                         	     365,374          76,020
Less: Accumulated Depreciation      	    (126,710)        (76,020)
					------------	------------
Net property and equipment     		$    238,664	$          -
					============	============

Intangible assets:
Paid programming contracts    		$    499,678    $          -
Accumulated amortization            	    (147,465)              -
					------------	------------
Net intangible assets          		$    352,213    $          -




<PAGE>	F-13

Depreciation expense for the years ended September 30, 2009 was $78,988.

NOTE 7. NOTES AND JUDGMENTS PAYABLE


                               September 30,    December 31,
                               	   2009            2008
				---------	----------
Convertible Notes Payable 	$ 340,000	$        -
Other notes Payable                62,500           12,500
Judgments Payable                 165,000          165,000


Less: unamortized discount        (82,411)
				---------	----------
     Total                 	$ 990,924  	$  657,173
				=========	==========


Convertible notes

On November 25,  2008,  we entered into a convertible note agreement. The terms
of the note are as follows:  principal amount $100,000; annual interest rate of
15%; maturity date of January  24,  2009.  The note was convertible into common
shares based on the lower of 70% of the lowest 3-day average quoted stock price
over the 20 trading days preceding the conversion  date  or $0.10. The note was
settled in February through ________________.  In connection  with the note, we
issued 400,000 warrants with an exercise price of $0.10. These  warrants, which
vested  immediately, were valued using the Black Scholes Option Pricing  Model.
The calculated  value  of  $___  was recorded as a discount to the note and was
amortized over the life of the note  using  the  effective interest method. For
the  years ended September 30, 2009, we amortized $___  of  the  discount  into
interest expense.

On January  24, 2009, we modified the terms of this loan to extend the maturity
date through  February 5, 2009. In connection with the extension, we issued the
lender 75,000 common  shares  valued  at  $4,875. We evaluated the modification
under FASB ASC 470-50 and concluded that the  revised  terms constituted a debt
modification rather than a debt extinguishment. Accordingly,  the fair value of
the  shares  issued were recorded as a discount on the debt and amortized  over
the remaining  life  of  the  modified  loan  using the effective interest rate
method. The entire discount was amortized to interest  expense  during the year
ended September 30, 2009.

On January 6, 2009, we entered into a convertible note agreement.  The terms of
the  note  are as follows: principal amount $100,000; annual interest  rate  of
10%; maturity  date  of  January  6,  2010. The note is convertible into common
shares at a rate of $0.10. In connection  with  the  note,  we issued 1,000,000
warrants  with  an  exercise  price  of  $0.20.  These  warrants, which  vested
immediately,  were  valued  using the Black Scholes Option Pricing  Model.  The
calculated value of $___ was  recorded  as  a  discount  to  the  note  and was
amortized  over  the life of the note using the effective interest method.  For
the years ended September  30,  2009,  we  amortized  $___ of the discount into
interest expense.


<PAGE>	F-14

In  June  2009,  we  entered  into 2 participation agreements  related  to  the
acquisition of real property. Under  the terms of these agreements, we borrowed
$140,000 to purchase certain real estate  properties. Any profits from the sale
of the real estate properties are shared equally between Valcom and the lender.
The loans are secured by the real property  purchased  with  the  proceeds. The
terms  of  the  notes  are as follows, in aggregate: principal amount $140,000;
annual interest rate of  10%;  maturity  date  of  June  2010.  These notes are
convertible into Valcom's common stock at $0.10 per share.

One of the convertible notes included a conversion feature that is based on the
market  value  of the stock at the date of conversion. This conversion  feature
was evaluated under  FAS 133 and EITF 00-19 and was determined under EITF 00-19
to have characteristics  of  a  liability  and therefore a derivative liability
under FAS 133. The conversion price was variable  which  caused  the Company to
conclude it was possible at some point in the future to not have available  the
number  of  common  shares required to share settle all common stock equivalent
instruments. This caused  warrants  not  subject  to  FAS  123  and  all  other
convertible debt to also be classified as derivative liabilities under FAS 133.
Each  reporting  period, this derivative liability is marked-to-market with the
non-cash gain or loss  recorded in the period as a gain or loss on derivatives.
During the year ended September  30,  2009,  the  convertible note creating the
derivative  liability  was  repaid.  As  a  result,  we marked  the  derivative
liability to fair value through the date in which the  note was paid, recording
the change in fair value as a gain/loss on derivative liability. On the date of
the repayment, we removed the derivative liability and recorded ___________.

Other notes payable

On July 13, 2009, we entered into a participation agreement for the acquisition
of real property. Under the terms of these agreements, we  borrowed  $50,000 to
purchase certain real estate properties. Any profits from the sale of  the real
estate  properties  are  shared  equally  between  Valcom and the lender. As of
September  30,  2009,  there  were  no  sales  of properties  related  to  this
agreement.

[open for additional info about other notes payable]

NOTE 8. RELATED PARTY TRANSACTIONS

At  September  30,  2009  and  2008, related party payables  to  Directors  and
Shareholders of the Company totaled $926,311 and $137,282, respectively.

At September 30, 2008, related party  payables  represent $1,950,288 payable to
the President of the Company and Directors for various advances to the Company.
The  advances are non interest bearing and due upon  demand.  During  the  year
ended  September  30,  2009,  $1,669,730  of  the  related  party payables were
converted to 1,670,000 shares of the Company's convertible preferred stock.

NOTE 9. OTHER ASSETS

The Company holds a library of video productions for exploitation and broadcast
which are carried at cost less the estimated valuation allowance of $-0- having
impaired  the  library of video productions in full due to the  uncertainty  of
recoverability created  by the bankruptcy filing. With the acquisition of Faith
TV (now My Family TV), the  company acquired a library of over 800 films and TV
programs with a values attributed to the library on acquisition of $250,000

NOTE 10. INCOME TAXES

No provision for Federal and  state  income  taxes  has  been  recorded  as the
Company  has  incurred  net  operating  losses  through  September 30, 2009. At
September 30, 2009, the Company had approximately $20,523,256  of net operating
loss  carry-forwards  for  Federal  income tax reporting purposes available  to
offset future taxable income. Such carry-forwards expire beginning in 2010.

Deferred tax assets at September 30,  2009  consist primarily of the tax effect
of  net  operating  loss  carry-forwards,  which  amounted   to   approximately
$6,640,093.  Other deferred tax assets and liabilities are not significant.  We
provided a full valuation allowance on the deferred tax assets at September 30,
2009 to reduce  such  deferred  income  tax  assets to zero, as we believe that
realization of such amounts is not considered more likely than not.

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


                                       	   September 30,	September 30,
                                           	2009         	    2008
					   ------------		------------
Tax Expense (Benefit) at Statutory Rate        (34)%        	   (34)%
State Tax Rate, Net of Federal                  (6)          	    (6)
Change In Valuation Allowance                   40           	    40
					   ------------		------------
     Effective Tax Rate                          0 %           	     0 %
					   ============		============


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


                             	September 30,      September 30,
                                    2009               2008
				------------	   ------------
Deferred Tax Asset:
Net Operating Losses            $  6,640,093       $  6,640,093
Less:  Valuation Allowance        (6,640,093)        (6,640,093)
				------------	   ------------
     Total                	$          -	   $          -
				============	   ============

<PAGE>	F-15


NOTE 11. COMMITMENTS

In September 2008,  the  Company  leased facilities in Clearwater, Florida. The
lease has a term of five years. Initial  monthly  base  rent is $11,000 with no
increases, and a corporate office at Indian Rocks Beach at $1000 per month.

At September 30, 2009, future minimum lease payments due  under  non-cancelable
leases were:


2010      	$ 57,844
2011              59,580
2012              61,367
2013              52,411
2014                   -
Thereafter             -
		--------
     Total	$231,202
		========


NOTE 12. STOCK ACTIVITY

a. CONVERTIBLE PREFERRED STOCK

At  September  30,  2009,  we  authorized 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. As of September  30,  2009,
38,000 shares  of  preferred  stock  with  a  par  value of $38 were issued and
outstanding.

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. In connection with the
acquisition of Faith TV, we issued 100,000  shares  of Series C Preferred Stock
valued at $9,000. We also sold 5,000,000 shares of Series C Preferred Stock for
$250,000. As of September 30, 2009, 14,691,395 shares of preferred stock with a
par value of $14,691 were issued and outstanding.

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.
No shares were issued as of September 30, 2009

With respect to rights on liquidation, Series B, C and  D Preferred Stock shall
rank senior to the common stock but Series C Preferred Stock shall be senior to
both  Series B and D Preferred Stock while Series D Preferred  Stock  shall  be
junior  to both Series B and C Preferred Stock. The Board of Directors declared
no dividends  for  any  of the Series of convertible Preferred Stock during the
fiscal year ended September 30, 2009.


b. WARRANTS

At September 30, 2009 and 2008, we had 2,400,000 and 1,000,000 warrants granted
and outstanding, respectively.  There  were  no  warrants granted during fiscal
year  2008.  We  granted 1,400,000 warrants in connection  with  certain  notes
payable. These warrants  had  a  weighted  average exercise price of $0.17. The
aggregate fair value of these warrants, which  was  computed  using  the  Black
Scholes  Option Pricing Model, was $____. $_____ was recorded as a discount  to
the respectively  notes  payable  and  the  remaining balance was recorded as a
__________.  At September 30, 2009, the weighted  average  exercise  price  was
$0.13; the weighted  average  remaining  life  was  3.46  years;  the aggregate
intrinsic value was $39,000; and _____ warrants were exercisable.



<PAGE>	F-16

b. COMMON STOCK

Stock for cash

During  fiscal  year  2009,  we issued an aggregate 9,625,000 shares of  common
stock for $957,500.

During fiscal year 2008, we issued  an  aggregate  5,070,000  shares  of common
stock for $507,000.

Stock for services

During  fiscal  year  2009,  we  granted  3,532,059  shares of common stock for
various services. These shares vested immediately and  had  an  aggregate  fair
value  of  $287,447,  which  was recorded as share-based compensation. The fair
value was determined based on the quoted stock price on the date of grant.

During  fiscal year 2008, we granted  6,595,000  shares  of  common  stock  for
various services.  These  shares  vested  immediately and had an aggregate fair
value  of $937,600, which was recorded as share-based  compensation.  The  fair
value was determined based on the quoted stock price on the date of grant.

Stock for debt

On February  1,  2009, we issued 75,000 shares of common stock in return for an
extension on a note payable. We concluded that the debt was modified under FASB
ASC 470-50. The fair  value  ($4,875)  of  the  shares issued was recorded as a
discount on the debt.

During fiscal year 2008, we issued 500,000 shares  of  common  stock  to settle
$50,000  in debt. The common shares were valued at $80,000 based on the  quoted
stock price  on the date of grant. The difference between the fair value of the
common shares  and  the  book  value  of  the  loan  was recorded as additional
expense.

During fiscal year 2008, we issued 600,000 shares of common  stock  in  lieu of
cash for payment of interest on two notes.

Stock for acquisition

On  December  15, 2008, we purchased 100% of the outstanding shares of FaithTV,
LLC. In connection  with  the acquisition, we issued 1,500,000 shares of common
stock, in aggregate, valued  at  $67,500  based  on  the Company's quoted stock
price. We also issued 100,000 shares of preferred stock valued at $9,000.

Stock for registration rights penalty

On April 17, 2009, we issued 1,191,000 shares of common stock to settle certain
registration rights penalty associated with warrants issued in prior years.

Stock options

The Company has a 2001 Employee Stock Compensation Plan (the "ESCP") to enhance
its ability to attract, retain and compensate experienced  employees, officers,
directors and consultants. The effective date of the ESCP is  January  2001.  A
total  of  2,600,000  shares of common stock were registered for issuance under
the ESCP on three Form  S-8  registration  statements  filed  January 16, 2001,
March  26,  2001  and October 19, 2001. Pursuant to the ESCP, the  Compensation
Committee or Board  of  Directors  may award registered shares of the Company's
common  stock  to  employees, officers,  directors  or  consultants  for  cash,
property, services rendered  or  other  form  of  payment  constituting  lawful
consideration.  Plan  shares awarded for other than services rendered shall  be
sold at not less than the  fair  market  value on the date of grant. During the
fiscal  year  ended September 30, 2005, the  Company  issued  an  aggregate  of
1,572,500 shares  of  registered common stock to employees, officers, directors
and consultants pursuant to the ESCP.

Registration rights

[update - Darrin to provide]

NOTE 13. SEGMENTS

The following is a discussion of our operating segments:

   -  MyFamily  TV  - is  a  TV  network  and  broadcasting  division  centered
      primarily on Christian ministry paid programming, older and public domain
      movies, and family  programming  such  as  Here's  Lucy  and  the Beverly
      Hillbillies.

   -  Film  &  TV  Productions  - has over 1000 movie titles and 200 television
      episodes  and 5000 songs which  are  typically  licensed  out  for  seven
      years.

   -  Real  Estate   Auctions  -  is  primarily  designed  to  sell  discounted
      foreclosed properties to a TV audience through a live auction.



<PAGE>	F-17
                 		Years ended September 30,
                   		2009          	2008

REVENUE:
Segment 1
Segment 2
Segment 3

OPERATING INCOME:
Segment 1
Segment 2
Segment 3
Corporate & other

TOTAL ASSETS:
Segment 1
Segment 2
Segment 3
Shared assets
Corporate & other



NOTE 14. BANKRUPTCY FILING

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

The Plan provided for the treatment of each  Class,  and  for the cash payments
that  each  Class  of  creditors  will  receive  (and  for the existing  equity
interests and rights that equity security holders will retain)  under the Plan.
The  effective  date of the Plan is contemplated to be on or about  August  15,
2008 (the "Effective Date"). The Company plans to fund the Plan through cash on
hand and accumulated  by  the  Effective  Date  to pay off the allowed Priority
Unsecured Tax claims of potentially $191,164.05,  and the first month's payment
of approximately $17,000 plus interest to its non-priority unsecured creditors.
The Company has on hand approximately $170,000 and  estimates that it will have
almost $300,000 available for disbursement on the Effective Date.

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

All persons or entities holding  preferred  or  common stock in the Company are
referred  to in the Plan as "Interest Holders". The  pre-existing  pre-petition
equity ownership  interests  and  rights  of  all Interest Holders will be left
intact and unimpaired. The Company, pursuant to  the  terms  of  the  Plan,  is
contemplating  the  issuance of approximately 38,000,000 shares of common stock
to insiders who are also debt holders of the Company who have the pre-petition,
pre-existing right to  receive  equity  for debt. Of the total amount of common
shares contemplated to be issued, a majority  of  the  common  shares are to be
issued to insiders of the Company. However, the Directors and President  of the
company  elected  to  convert their debt of $1,670,000 to Preferred Convertible
Stock rather than issue  approximately  33,400,000  shares  of  common stock as
contemplated in the Plan.


<PAGE>	F-18

NOTE 15. LITIGATION, CONTINGENCIES AND COMMITMENTS

Laurus Master Fund Settlement

On  March  24,  2009,  Valcom and Laurus Master Fund, Ltd, a company  organized
under the laws of the Cayman  Islands  and  Chicago Title Company, a California
Corporation entered into a Settlement Agreement  whereby  Valcom  resolved  its
previously asserted claims against Laurus and Chicago Title.
Pursuant  to  the terms of the Agreement, Laurus agrees to pay the Company five
hundred and fifty  thousand  dollars  ($550,000)  which  was  received  by  the
Company's  attorney  on  March  30,  2009.  Within  ten calendar days after the
Company receives payment from Laurus, the Company filed a Request for Dismissal
of its claims, with prejudice, of its actions against  Laurus and Chicago Title
and  Chicago Title. This settlement is reflected as `Other  Income'  with  full
accrual made for legal costs relating to the settlement.

Other litigation



NOTE 16. SUBSEQUENT EVENTS

[add standard sub events language + required disclosures]

<PAGE>	F-19




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

  Pursuant to Rule 13a-15(b) under the Securities Exchange Act ("Exchange Act")
of  1934,  the  Company carried out an evaluation with the participation of the
Company's management, including Vince Vellardita, the Company's Chief Executive
Officer and Chief  Financial  Officer  ("CEO/CFO"), of the effectiveness of the
Company's disclosure controls and procedures  (as  defined under Rule 13a-15(e)
under the Exchange Act) as of the year ended September  30,  2009.  Based  upon
that evaluation, the Company's CEO /CFO concluded that the Company's disclosure
controls  and  procedures are not effective primarily due to an overreliance on
consultants to review  critical accounting areas and disclosures; and a lack of
sufficient qualified accounting staff.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

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

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


<PAGE>	23

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

Management  assessed  the  effectiveness of the Company's internal control over
financial  reporting as of September  30,  2009.  In  making  this  assessment,
management  used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations   of  the  Treadway  Commission  in  Internal  Control-Integrated
Framework.


Based on its assessment,  management  concluded that, as of September 30, 2009,
the Company's internal control over financial  reporting is not effective based
on  those criteria. In performing this assessment,  management  identified  the
following material weaknesses:

  -	  Lack of adequate segregation of controls
  -	  Lack  of  adequate  and  qualified  accounting  staff  to oversee the
     	  accounting and financial statement close process
  -	  Lack of adequate controls over debt and equity transactions
  -	  Lack of controls over the expense cycle

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

<PAGE>	24



                                   PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

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



Name                    Age                   Position               	 Since
------------------	---   ---------------------------------------	 -----
Vince Vellardita        51    CEO/CFO/President/Chairman of the Board     2000
Richard Shintaku        67    Director                                    2003
Frank O Donnell         59    Director                                    2006
Carl Austin Powers      47    Director/President My Family TV Network     2009
Patrick Wilemsen        35    Director                                    2009


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

BIOGRAPHIES OF THE COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS

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

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

     VINCE  VELLARDITA,  Chairman and Chief Executive Officer for Valcom, Inc.,
has utilized his 30 years  of  experience  in  the  entertainment  industry and
successfully  turned  Valcom,  Inc., into an Independent Entertainment  Company
having a 275 million dollar market  cap.   Mr. Vellardita strategically led the
Company  in  acquiring property and studios in  Las  Vegas,  Los  Angeles,  and
Palm Springs.   These  entertainment  studios  combined  consisted  of 20 sound
stages with back lot at 350 thousand sq. ft. on over 20 acres of land.   He has
been  very  instrumental  in  acquiring  143  films,  10 TV series, millions of
dollars worth of equipment, and an ownership of a TV station KVPS Palm Springs.
Valcom has maintained long-term contracts with Paramount  Pictures CBS's series
"JAG"  and  "NCIS",  and Walt Disney's Sabans "Mighty Morphin  Power  Rangers".
Mr. Vellardita has consulted  with  Broadcasters and Studios all over the world
and  continues  long-standing  relationships   throughout   the   entertainment
industry.

     Mr. Vellardita began his career in 1977 as a fast-paced music producer and
promoter of over 200 live events and concerts with some of the biggest  acts in
the  world.   He  also  produced a Presidential campaign, Super Bowl events and
Broadway Theater and Las Vegas shows.  In 1987, Mr. Vellardita bought his first
TV station in Nashville and  built it into a television network with over 35 TV
stations servicing over 9 million households, housing multiple sound stages and
edit bays, as well as increasing revenues by bring in national accounts to this
network.  With Mr. Vellardita's  diversified  background  and  successful track
record  in  Nashville,  he  relocated  to Los Angeles and developed independent
productions studios and focused on film  and television from building the sound
stages to all aspects of deal making, as well  as  luring  some  of the biggest
names  in  the  television  and  motion picture community, including Paramount,
Warner  Brothers  and Disney.  Mr. Vellardita's  excellent  reputation  in  the
entertainment industry allowed him to maintain a 95% occupancy rate while being
involved in the production  of  several  thousand  episodes  of  television and
hundreds of films.

     At  fifty  two years of age, Mr. Vellardita has been married to  his  wife
Teresa for 20 years  and has 2 sons, Jesse 26 and Anthony 23.  Vince and Teresa
reside in Florida and keep residence in both Los Angeles and Las Vegas, Nevada.


<PAGE>	25

RICHARD SHINTAKU - DIRECTOR

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

FRANK O'DONNELL- DIRECTOR

The Company appointed Frank to the Board in 2007. Frank O'Donnell is also Vice-
Chairman of TVcompass and a  founder  of  the  Company.  From 1996 to 2004, Mr.
O'Donnell was the founder and President of Evolve Products,  Inc.  From 1986 to
1995, he was the founder and Vice President of Universal Electronics,  Inc. and
from  1979  to  1986  he  was  the  founder  and  President  of  Cable Business
Associates,  Inc.  Further, he previously managed the custom designs  for  Time
Warner Cable and Comcast (AT&T/TCI) universal remote controls.

CARL AUSTIN POWERS- DIRECTOR

Carl Austin Powers  joined  the  Company's  Board on February 06th 2009 and was
also appointed as Executive Vice President Sales  and  Marketing  on  the  same
date.  Mr.  Powers  had  a successful career in the telecommunications industry
starting with Cable and Wireless  Communications in  1986  as  National Account
Manager and then in 1990 MCI Communications, Inc. as Florida Regional  Manager,
Global Accounts and then MCI Worldcom as Southern Region Executive Director. In
2001  he  joined  Global  Crossing  Communications  as  Southern  Regional Vice
President  of  Global  Network  Solutions  and  in  2002 becoming North America
managing  director  , alternative channel sales for Primus  Telecommunications,
Inc.


PATRICK WILLEMSEN- DIRECTOR

On September 22, 2009,  the  Company's  Board  of  Directors  appointed Patrick
Willemsen as a director of the Company. Mr. Willemsen started his  professional
career  with a Dutch foundation that was responsible for the implementation  of
the first  Internet-over-cable  and  TV-shopping mall solution for a Dutch CATV
operator. In 1995 he started a trading  company in the Netherlands and imported
food  products  from  the Middle East to Europe,  US  and  Asia.  In  1997  Mr.
Willemsen started a telecom company and quickly led the company to a market cap
of over 250 million USD.  Early 2003 Mr. Willemsen moved to the USA and started
the  company  Emergo  Consultancy.   Emergo   is   active  in  consultancy  and
international  business  opportunities. The company assists  small  and  medium
sized companies in growth  and provides an emphasis on international expansion.
In 2007 Mr. Willemsen began  ABEX  Capital  INC,  which  was  founded to manage
investment funds used for structuring and acquiring distressed  real estate and
notes.  Mr.  Willemsen  studied  economics and management in Amsterdam  at  the
Hogeschool van Amsterdam.

<PAGE>	26


                             FAMILY RELATIONSHIPS

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

                               LEGAL PROCEEDINGS

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

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons  who beneficially own more than ten percent of a
registered class of our equity securities  to file with the SEC initial reports
of  ownership and reports of change in ownership  of  common  stock  and  other
equity  securities  of  our  company.  Officers, directors and greater than ten
percent stockholders are required by SEC  regulations to furnish us with copies
of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and
4 and amendments thereto furnished to us under  Rule 16a-3(e) during the fiscal
year ended September 30, 2009, and Forms 5 and amendments  thereto furnished to
us with respect to the fiscal year ended September 30, 2009,  we  believe  that
during the year ended September 30, 2009, our executive officers, directors and
all  persons  who own more than ten percent of a registered class of our equity
securities have complied with all Section 16(a) filing requirements.

                THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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

We do not have a standing  Audit  Committee,  a  Compensation  Committee,  or a
Nominations  and  Governance Committee of the board of directors. Our directors
perform the functions  of  audit,  nominating  and compensation committees. Our
directors,  Vincent  Vellardita,  Richard  Shintaku   and   Frank   O  Donnell,
participate in the consideration of director nominees. Due to the small size of
our  company  and  our  board,  the  board  of  directors does not believe that
establishing  a  separate  nominating  committee  is  necessary  for  effective
governance. When additional members of the Board of Directors  are appointed or
elected, we will consider creating a nominating committee. The entire  Board of
Directors participates in audit related matters of our company, including,  but
not  limited to, reviewing and discussing our audited financial statements with
management and our auditors and recommending to the board of directors that the
financial  statements  be  included  in  our  Annual  Reports  on Form 10-K. In
performing their role equivalent to an audit committee, the Board of Directors

<PAGE>	27

(i)  reviewed and discussed the Company's audited financial statements  in  the
Company's  Annual  Report  on Form 10-K for the fiscal year ended September 30,
2008 with management, (ii) discussed  with the Company's independent registered
public  accounting  firm  the matters required  to  be  discussed  pursuant  to
Statement on Auditing Standards No. 61 (Communication With Audit Committees),

(iii) discussed with its independent  registered public accounting firm matters
relating  to independence, including the  disclosures  made  to  the  Board  as
required by  the  Independence  Standards  Board  Standard  No. 1 (Independence
Discussions with Audit Committees ), and (iv) in reliance on the aforementioned
reviews  and  discussions,  recommended  to  management  the inclusion  of  the
Company's audited financial statements in the Company's Annual  Report  on Form
10-K  for  the  fiscal  year  ended  September  30,  2008  for  filing with the
Securities and Exchange Commission. Messrs. Vellardita, Shintaku  and O Donnell
are not considered independent directors as defined by any national  securities
exchange registered pursuant to Section 6(a) of the Securities Exchange  Act of
1934  or  by any national securities association registered pursuant to Section
15A(a) of the Securities Exchange Act of 1934.

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

During  2009,  the  Board of Directors met and/or  executed  unanimous  written
consents of the Board  of  Directors  ____ times. While we do not have a formal
policy  requiring  members  of  the  Board to  attend  the  Annual  Meeting  of
Stockholders,  we  strongly encourage all  directors  to  attend.  No  director
attended fewer than 90% of the total number of meetings.






                             DIRECTOR COMPENSATION

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

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the cash compensation (including cash bonuses)
paid or accrued by  us for our years ended September 30, 2009, 2008 and 2007 to
our Chief Executive Officer and our four most highly compensated officers other
than the Chief Executive Officer at September 30, 2009.

<PAGE>	28


                          SUMMARY COMPENSATION TABLE

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


  Name &      Year      Salary        Bonus     Other	Restricted	Options LTIP    All
 Position                                               Stock                           Other
------------  ----	--------      -----	-----	----------	-------	----	-----
Vincent       2009      $125,000
Vellardita    2008      $      0      0.000         0      100,000            0    0        0
CEO	      2007      $      0      0.000         0            0            0    0        0
C. A. Powers  2009      $ 58,863

</TABLE>


2004 EMPLOYEE STOCK COMPENSATION PLAN

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


OPTIONS GRANTS IN LAST FISCAL YEAR
None

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
None.

EMPLOYMENT AGREEMENT

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

<PAGE>	29

The Company  entered  into an Employment Agreement with Carl Austin Powers, the
Company's Executive Vice  President  Sales and Marketing and Director effective
06th February 2009. The term of the agreement  is 3 years and the agreement may
be terminated in accordance with the terms of the agreement and for just cause.
The annual compensation commences at $80,000 per year and increased to $120,000
per year after 90 days and under the terms of the  agreement,  Mr.  Powers will
enjoy  the  benefits  of  such  pension,  401  (k), profit sharing, bonus, life
insurance, hospitalization, major medical,  are  in  effect  at any time during
the  term,  to  the extent the Executive is eligible under the terms  of  those
Plans and will participate  in  an  executive  incentive compensation plan with
others sharing in an amount equal to 5% of the company's  net after tax profits
for each fiscal year during the term of the agreement; if and  when the Company
participates in such programs.

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

The following table sets forth information as to the shares of our common stock
beneficially owned as of September 30, 2008 by (i) each person known  to  us to
be the beneficial owner of more than 5% of our common stock; (ii) each director
and  nominee  for  director;  (iii) each executive officer; and (iv) all of our
directors and executive officers  as a group. Unless otherwise indicated in the
footnotes following the table, the  persons as to whom the information is given
had sole voting and investment power  over  the shares of common stock shown as
beneficially owned by them. Unless otherwise  indicated,  the  address  of each
person  shown  is  c/o  ValCom, Inc., 2113A Gulf Boulevard, Indian Rocks Beach,
Florida 33785.


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

Title of         Name and                        	Amount and                Percent(2)
Class        	 Address of                        	Nature of                 of Class
                 Beneficial Owner               	Beneficial Owner (1)
----------	 ----------------			----------------	  ---
Common           Vince Vellardita                       6,100,000                 13.8%
 Preferred       (CEO, CFO, Chairman)                   2,715,729                 21.4%
Common           Richard Shintaku                       3,700,000                  8.3%
 Preferred       (Director)                             1,537,333                  8.2%
Common           Frank O'Donnell                          550,000                  1.2%
 Preferred       (Director)                             1,000,000                  5.4%
Preferred        Carl Austin Powers (Director)*                                   29.1%
                 (Executive Vice President)             5,000,000
Common           Patrick Wilemsen (Director)*           5,000,000                  9.1%
Preferred                                               4,000,000                 21.4%
Common                                                 15,350,000                 32.4%
                 All Officers and Directors as a Group
                 (Five (5) individuals)

</TABLE>


* Represent 5,000,000 shares  of   Series C Preferred Class stock owned by Rain
Day Holdings, LLC.  Rain Day Holdings LLC is owned by Tracey A. Powers, wife of
Carl Austin Powers.  Carl Austin Powers is  the  authorized  agent for Rain Day
Holdings LLC and holds all the voting rights on said shares.

**Represents  4,000,000 shares of common stock held by Abex Capital,  Inc.  and
1,000,000 shares  of  common stock held by Florida Opportunities, both entities
for which Patrick Willemsen  holds  voting  and dispositive power and 4,000,000
shares of Series C Preferred Stock held by Abex  Capital Inc, for which Patrick
Willemsen holds voting and dispositive power.

(2)

*Less than one percent.

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

(2)  Based upon 39,064,158 share of common stock issued and outstanding  as  of
September 30, 2009.


<PAGE>	30


CHANGES IN CONTROL

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

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

NONE


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  aggregate fees billed by Malone and Bailey, Certified Public  Accountants,
Seale  and  Bears,  Certified  Public  Accountants  and  Moore  and Associates,
Certified Public Accountants for professional services rendered for  the  audit
of the Company's annual financial statements for the years ended September  30,
2009  and  2008  and  the  review  of  the financial statements included in the
Company's Forms 10-Q, totaled as follows:


                            2009           2008
			 ---------	---------
Audit fees               $  27,000      $  13,000
Quarterly reviews        $  13,000      $  12,000
Total                    $  40,000      $  25,000


<PAGE>	31


                                   PART IV

ITEM 15. EXHIBITS; FINANCIAL STATEMENT SCHEDULES

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

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

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

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

Ex. 10.1 Form of  Convertible Debenture dated November 25, 2008, by and between
Valcom, Inc. and Able  Income  Fund  LLC  (Incorporated  by  reference  to  the
Company's  current report on Form 8-K as filed with the Securities and Exchange
Commission on December 1, 2008)

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

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

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

Ex. 10.5 Form of Agreement  for  the  Purchase  and Sale of Common Stock by and
among Faith TV LLC, A. Kenneth Curtis, William Curtis,  Jim West, Mark McGregor
and Valcom, Inc. (Incorporated by reference to the Company's  current report on
Form 8-K as filed with the Securities and Exchange Commission on  December  19,
2008)

Ex.  10.6  Form of Note Purchase Agreement dated January 6, 2009 by and between
Valcom, Inc.  and  OmniReliant holdings, Inc. (Incorporated by reference to the
Company's current report  on Form 8-K as filed with the Securities and Exchange
Commission on January 9, 2009)

Ex. 10.7 Form of 10% Secured  Promissory  Note  dated  January  6,  2009 by and
between Valcom, Inc. and OmniReliant Holdings, Inc. (Incorporated by  reference
to  the  Company's current report on Form 8-K as filed with the Securities  and
Exchange Commission on January 9, 2009)

Exhibit 10.8  Form  of  Security Agreement dated January 6, 2009 by and between
Valcom, Inc. and OmniReliant  Holdings,  Inc. (Incorporated by reference to the
Company's current report on Form 8-K as filed  with the Securities and Exchange
Commission on January 9, 2009)

Ex. 10.9 Form of Warrant dated January 6, 2009 (Incorporated  by  reference  to
the  Company's  current  report  on  Form  8-K as filed with the Securities and
Exchange Commission on January 9, 2009)

Ex. 10.10  Memorandum  of  Understanding  by  and  between  Valcom,  Inc.  and
Jeremiah's  International Trading Co. Inc (Incorporated  by  reference  to  the
Company's current  report on Form 8-K as filed with the Securities and Exchange
Commission on February 12, 2009)

Ex. 10.11 Form of Securities  Purchase  Agreement  dated  September  22,  2009
(Incorporated by reference to the Company's current report on Form 8-K as filed
with the Securities and Exchange Commission on September 30, 2009)

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

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

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

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

<PAGE>	32

                                  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: February 15, 2010


   VALCOM, INC., A DELAWARE CORPORATION

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

<PAGE>	33

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,
	 ---------------- 	Chairman  of  the  Board   February 16, 2009
	 Vince Vellardita

By:  /s/ Richard Shintaku       Director                   February 16, 2009
	 ----------------
  	 Richard Shintaku

By:  /s/ Frank O Donnell        Director                   February 16, 2009
	 ---------------
  	 Frank O Donnell

By:  /s/ Carl Austin Powers     Director 		   February 16, 2009
	 ------------------
  	 Carl Austin Powers

By: /s/  Patrick Wilemsen       Director 		   February 16, 2009
	 ----------------
  	 Patrick Wilemsen


<PAGE>	34