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

                                   FORM 10-KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Fiscal Year Ended September 30, 2003

             Securities and Exchange Commission File Number O-28416

                                  VALCOM, INC.

            (Name of small business issuer specified in its charter)

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

            26030 Avenue Hall - Studio #5, Valencia, California 91355
            ---------------------------------------------------------
               (Address of Principal executive offices) (Zip Code)

                                 (661) 257-8000
                                 --------------
                           (Issuer's telephone number)


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

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

       Common Stock, Par Value $0.001 - Preferred Stock, Par Value $0.001
       ------------------------------------------------------------------
                                (Title of Class)

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

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

Issuer's  revenues  for  its  most  current  fiscal  year:      $2,281,879
Aggregate market value of the voting stock as of
September 30, 2003 :                                            $5,558,108
Number  of  common  shares  outstanding  as  of  9/30/03
at  $.001  par  value:                                          12,925,833

Documents  Incorporated  By  Reference:  None

Transitional  Small  Business  Disclosure  Format:  Yes  ____  No  _X_

                             DATED FEBRUARY 13, 2004


                        Table  of  Contents
Item     Page
Number   Number Item  Caption
------   ------ ------------
Part  I
------

Item  1.    3   Description  of  Business
Item  2.    7   Description  of  Properties
Item  3.    8   Legal  Proceedings
Item  4.    8   Submission  of  Matters  to  a  Vote  of  Security  Holders

Part  II
-------

Item  5.    9   Market for Common Equity and Related Stockholder Matters
Item  6.   11   Management's Discussion and Analysis or Plan  of Operation

Item  7.   14   Financial  Statements  and  Summary  Financial  Data
Item  8.   37   Changes  in  and  Disagreements  with  Accountants  on
                Accounting  and  Financial  Disclosure

Part  III
--------

Item  9.   37   Directors, Executive Officers, Promoters and Control Persons;
                Compliance  with  Section  16(a)  of  the  Exchange  Act
Item  10.  41   Executive  Compensation
Item  11.  43   Security  Ownership  of  Certain  Beneficial  Owners  and
                Management  and  Related  Stockholder  Matters
Item  12.  44   Certain  Relationships  and  Related  Transactions
Item  13.  44   Exhibits,  Financial  Statement  Schedules,  and  Reports  on
                Form  8-K
Item  14.  45   Disclosure  Controls  and  Procedures

Signatures 47

Ex.  99.1  48  Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act
of  2002
Ex.  99.2  49  Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act
of  2002

                                        2
<PAGE>
                                     PART I
                                     ------

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

ITEM  I.  DESCRIPTION  OF  BUSINESS
-----------------------------------

GENERAL
-------

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

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

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

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

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

VALCOM'S  CORPORATE  STRUCTURE
------------------------------
As  of  September  30,  2003,  ValCom,  Inc.  had  three  subsidiaries: Valencia
Entertainment  International,  LLC, a California limited liability company; Half
Day  Video,  Inc.,  a  California corporation; and 45% equity interest in ValCom
Broadcasting,  LLC,  a  New  York limited liability company, which operates KVPS
(Channel 8), an independent broadcaster.  Unless the context requires otherwise,
the  term  "Company" includes ValCom, Inc., a publicly held Delaware corporation
and,  its  subsidiaries,  predecessors and affiliates whose operations or assets
have  been  taken  over  by  ValCom,  Inc.

                                        3
<PAGE>

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

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

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

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

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

BUSINESS  OVERVIEW
------------------
ValCom's  business  includes  television  production for network and syndication
programming,  motion  pictures,  and  real  estate holdings, However, revenue is
primarily  generated  through  the  lease  of  the  sound  stages.  Valencia
Entertainment  International (VEI), a subsidiary of ValCom, which owns six acres
of  real  property  and  a  120,000 square foot production facility in Valencia,
California,  is currently the studio set for JAG, produced by Paramount Pictures
and  NCIS  produced  by  Don  Belisarious  Productions.  ValCom  also  leases an
additional  three  acres  and  a  52,000  square  foot  production facility that
includes two full-service sound stages, for a total of eight sound stages. VEI's
past  and  present clients in addition to Paramount Pictures and Don Belisarious
Producitons,  include  Warner  Brothers,  Universal Studios, MGM, HBO, NBC, 20th
Century  Fox,  Disney,  CBS, Sony, Showtime, and the USA Network. In addition to
leasing  its  sound  stages,  ValCom  also  owns  a  small library of television
content, which is ready for worldwide distribution, and several major television
series  in  advanced  stages  of  development.

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

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

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

                                        4
<PAGE>

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


HALF  DAY  VIDEO,  INC.
-----------------------
On  March  8, 2001, the Company executed a definitive agreement for the purchase
of  100% of the stock of Half Day Video, Inc. ("Half Day"). Half Day specializes
in  supporting  the  entertainment  industry  with television and film equipment
rentals.  Half  Day's client list includes The Academy Awards, Emmy Awards, NBC,
Entertainment  Tonight,  MTV,  Oscar  Awards,  General  Hospital and other major
entertainment  and  production companies. Half Day has approximately $492,000 in
assets,  not including depreciation, with current revenues of $379,000.

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

DISPOSAL  OF  PTL  PRODUCTIONS,  INC.  DBA  BRENTWOOD  MAGAZINE
---------------------------------------------------------------
On August 2, 2002, the Company executed an Agreement and Plan of Reorganization,
pursuant  to  which  the  Company acquired 100% of the stock of PTL Productions,
Inc.  dba  Brentwood  Magazine.  Brentwood  Magazine,  a  Southern  California
entertainment  publication,  has been setting trends in Southern California from
Santa  Barbara  to  San  Diego  for  over  seven  years, covering entertainment,
business,  luxurious  lifestyles,  travel  and fashion.  The Company anticipated
that  its acquisition of Brentwood Magazine would help promote and establish the
Company  as  a  total  entertainment  company  with several promotional avenues.

Effective  December  27,  2002,  the Company terminated Phillip Troy Linger, the
President  of  PTL  Productions,  Inc.

In  January  2003,  the  Company  entered  into a Memorandum of Understanding to
cancel  the  Agreement and Plan of Reorganization and sell PTL Productions, Inc.
back  to Mr. Linger. This transaction did not result in any loss to the Company.

                                        5
<PAGE>

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

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

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

THE  COMPANY'S  COMPETITIVE  POSITION
-------------------------------------
The  Company's  operations  are  in  competition  with  all  aspects  of  the
entertainment  industry,  locally,  nationally  and  worldwide.

ValCom  experiences  competition  from  three  market  segments:

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

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

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

Dependence  on  One  or  a  Few  Major  Customers
-------------------------------------------------

The  Company has two customers who accounted for approximately 99% of total real
estate  rental  revenues  for the year ended September 30, 2003.
As  of  September  30,  2003,  all  eight sound and production stages were under
non-cancelable  operating  leases  for  one  year  from  two  major  production
companies.  The  Company's  subsidiary, Half Day Video, Inc., does not rely on a
small group of customers.  It may rent production equipment and personnel to any
motion picture studio or production company.  The Company's television broadcast
operations do not rely on a small group of customers; rather, any advertiser who
wishes  to advertise on Channel 8 in Indio-Palm Springs, California may generate
revenues.

EMPLOYEES
---------
As  of September 30, 2003, the Company had 14 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.

                                        6
<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------
                                    PREMISES

The  Company's  corporate  offices  are located at 26030 Avenue Hall, Studio #5,
Valencia,  California. The Company owns six acres and leases three acres of land
in  Valencia,  California.  The  Company  operates eight production sound stages
consisting  of  approximately  170,000 square feet, 120,000 square feet of which
are  owned  and  the  balance  of which are leased.

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

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


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

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

"WHO  CAN  YOU  TRUST?"
-----------------------
Mark  granted  March  9,1999  for 20 years International Class 41(production and
distribution  of  television  game  shows)  serial  NO.75/485225,

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

GLOBALOT  BINGO:
----------------
International  Class  41  (production and distribution of television game shows)
applied  for  on  September  24,  1993,  by  SBI  Communications,  Inc.

RICO  BINGO:
------------
International  Class  41  (production and distribution of television game shows)
applied  for  on  September  24,  1993,  by  SBI  Communications,  Inc.

"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.

C-NOTE:
-------
International  Class  41  (production and distribution of television game shows)
applied  for  on  September  24,  1993,  by  SBI  Communications,  Inc.

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.

                                        7
<PAGE>

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

In  September  2001,  a  complaint  was filed in the Los Angeles County Superior
Court,  Russomano  et  al.  v.  VEI  et al., BC 257989. The plaintiffs are Diane
Russomano  and  Knowledge  Booster, Inc. and the defendants include Valcom, Inc.
and  Valencia  Entertainment  International ("VEI"), the Company's president and
others.  The  complaint revolves around prior litigation in which the plaintiffs
alleged,  among  other  things,  that  the show "A.J.'s Time Travelers" violated
plaintiffs'  rights  in  a  children's  television  show called "Rickey Rocket".

That  case  went to trial, and plaintiffs obtained judgments against a number of
defendants,  including  a  judgment  in  the amount of $3 million against Rickey
Rocket Enterprises ("RREI") and a judgment in the amount of $1.2 million against
Time  Travelers,  Inc.  ("TTI").

The  complaint  asserted  two causes of action against the Company, Valencia and
other  defendants.  The first cause of action alleges the Company was the "alter
ego"  of RREI and/or TTI and is therefore liable for the judgments against those
entities.  The  second  cause  of action was for malicious prosecution; and both
causes  have  been dismissed with prejudice against the Company, where as VEI is
in  a  stay  until Chapter 11 is lifted.  VEI became a distributor for A.J. Time
Travelers, Inc., but not until four years after the alleged wrongdoing occurred.

Clay Harrison v. SBI Communications, Inc. and Valcom, Inc. (Los Angeles Superior
----------------------------------------------------------
Court  Case  No.  BC  035014)

On  December 9, 2002, a complaint was filed by Clay Harrison against the Company
and  SBI  Communications,  Inc.  seeking  damages  for  breach  of  his  alleged
employment  contract.  The  dispute  involves  Mr. Harrison's termination as the
President  of  Half  Day  Video, Inc., a wholly owned subsidiary of the Company.
The  Parties  entered  into  a  settlement  agreement  in  November,  2003.

Euromerica  Capital  Group  v.  Valcom,  Inc.  and  Valencia  Entertainment
---------------------------------------------------------------------------
International.
--------------

Euromerica  Capital  Group  filed  a  lawsuit  against ValCom, Inc. and Valencia
Entertainment  International  on  August  26,  2002  based  on alleged breach of
contract.  The  Plaintiff is seeking monetary damages of $47,556. ValCom filed a
cross-complaint  for  breach  of  contract,  intentional  misrepresentation  and
concealment.  ValCom  asked  for  monetary damages in the amount of $45,000 plus
punitive  damages.  Valencia  Entertainment  subsequently filed bankruptcy under
Chapter 11 and the automatic stay has prevented the case from moving forward. It
is  expected  that  the  case  will be settled upon completion of the bankruptcy
proceeding.

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


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

The  Company  held  an  annual  meeting  of  stockholders  on  July  10,  2003.

                                        8
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS; PREFERRED STOCK
--------------------------------------------------------------------------------

At  September  30,  2003,  the Company had three series of convertible preferred
stock:  B,  C and D.  Series B Preferred Stock has no voting rights, is entitled
to  receive  cumulative  dividends  in  preference to any dividend on the common
stock at a rate of 10% per share, per year, to be issued if and when declared by
the  Board  of Directors and can be converted at any time into common stock on a
one  for  five basis.  In the event of any liquidation, the holders of shares of
Series B Preferred Stock then outstanding shall be entitled to receive an amount
equal  to  the  purchase  price  per share, plus an amount equal to declared but
unpaid  dividends  thereon,  if any, to the date of payment.  Series C Preferred
Stock  has  no  voting  rights,  is  entitled to receive cumulative dividends in
preference  to  any dividend on the common stock at a rate of 10% per share, per
year,  to  be  issued  if and when declared by the Board of Directors and can be
converted at any time into common stock on a one for one basis.  In the event of
any  liquidation,  the  holders  of  shares  of  Series  C  Preferred Stock then
outstanding  shall  be entitled to receive an amount equal to the purchase price
per  share,  plus  an  amount equal to declared but unpaid dividends thereon, if
any,  to the date of payment.  Series D Preferred Stock has no voting rights, no
dividends  and  can  be  converted  at any time to common stock on a one for one
basis.  In  the  event  of  any  liquidation,  the holders of shares of Series C
Preferred Stock then outstanding shall be entitled to receive an amount equal to
the  purchase price per share.  With respect to rights on liquidation, Series B,
C  and  D  Preferred  Stock  shall  rank senior to the common stock but Series C
Preferred  Stock  shall  be  senior to both Series B and D Preferred Stock while
Series D Preferred Stock shall be junior to both Series B and C Preferred Stock.
The  Board  of Directors has not declared any dividends for any of the series of
convertible  preferred  stock.


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

The  Company's  common  stock  is traded on the NASD Over-the-Counter Electronic
Bulletin  Board  under the symbol of VACM. As of September 30, 2003, the Company
had  12,925,833 shares of common stock outstanding, with approximately 4,000,000
in  the  public  float  and  approximately 3,200 shareholders of record. For the
fiscal  year  ended  September  30,  2003,  the  Company  reported  revenues  of
$2,281,879  and  a  net  loss  of  $2,430,159.

The  Company's trading  symbol  on the Frankfurt XETRA is "VAM" and its security
code  is #940589. No common equity is subject to options or warrants to purchase
or  securities  convertible  into  common stock, except for the currently issued
2,768,000  shares of preferred stock which are convertible into common stock and
1,733,333 warrants to purchase common stock.  In addition to this, Laurus Master
Fund (see note 5 below) has an option to convert unpaid principle and interest
Into shares. Due to bankruptcy proceedings, they cannot convert any amount of
interest  and  principle  into  Common  Stock.

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

                                        9
<PAGE>

Common  Stock

Date                                     Bid                   Ask
----                                     ---                   ---
                                        -----                 -----
                                   Low         High        Low      High
                                   ---         ----        ---      ----


2002
----
First  Quarter                   $  0.240      $  1.350    $  0.250   $  1.990
Second  Quarter                  $  0.310      $  1.350    $  0.330   $  1.450
Third  Quarter                   $  0.690      $  1.260    $  0.720   $  1.350
Fourth  Quarter                  $  0.310      $  0.690    $  0.390   $  0.750

2003
----
First  Quarter                   $  0.200      $  0.400    $  0.140   $  0.390
Second  Quarter                  $  0.060      $  0.210    $  0.050   $  0.210
Third  Quarter                   $  0.050      $  0.100    $  0.050   $  0.090
Fourth  Quarter                  $  0.080      $  0.510    $  0.080   $  0.440

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

MARKET
------

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

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

As  of  September  30,  2003,  the  Company had approximately 3,200 common stock
holders.

DIVIDENDS
---------

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

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

The  Company  is  authorized  to  issue  110,000,000  shares  of  capital stock,
100,000,000 shares of which are designated as common stock, $0.001 par value per
share,  and  the  balance of which are designated as preferred stock, $0.001 par
value  per  share.

As of September 30, 2003, 12,925,833 shares of Common Stock were outstanding and
held  of record by approximately 3,200 persons. In addition, 2,768,000 shares of
preferred  stock  were  outstanding,  and  held  by  approximately  six persons.

Continental Stock Transfer & Trust Company, 17 Battery Place; New York, New York
10004,  acts  as  transfer  agent  and  registrar  for  the Company's common and
preferred  stock.

                                       10
<PAGE>

EQUITY  COMPENSATION  PLAN
--------------------------

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 15, 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  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,  2003,  the  Company  issued  an aggregate of 1,033,900 shares of
registered  common  stock  to  employees,  officers,  directors  and consultants
pursuant  to  the  ESCP  for  services  rendered.


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

On December 2, 2002, the Company issued 75,000 shares of its common stock to its
employees  at a price of $.30 per share as a bonus for services rendered.  These
issuances  of  shares  were exempt from registration pursuant to Section 4(2) of
the  Securities  Act  of  1933,  as  amended.

On  April  2,  2003,  the  Company  issued 490,000 shares of its common stock to
directors,  consultants  and employees at a price of $.05 per share for services
rendered.  These  issuances  of shares were exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

On  August  6,  2002, the Company issued 350,000 shares of its common stock to a
director  of  the  Company  for  a  purchase price of $42,000.  This issuance of
shares  was  exempt  from  registration  pursuant  to  Regulation  D  under  the
Securities  Act  of  1933,  as  amended.

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

INTRODUCTION

PLAN  OF  OPERATION

As  of  September  30,  2003,  ValCom,  Inc.  operations  were comprised of four
divisions:  (1)  Studio  Rental,  (2) Studio Equipment and Personnel Rental, (3)
Film  and  Television,  (4)  Broadcast  Television  Film.

STUDIO  RENTAL
--------------

The  Company  and  its  subsidiary,  Valencia  Entertainment International, LLC,
operates  eight  sound  stages  in Valencia, California.  Valencia Entertainment
International,  LLC owns six improved acres on which six of the sound stages are
located.  The  Company  leases the other two sound stages.  Beginning June 2003,
the  Company  and  its  subsidiary  has  a newly signed one-year lease with five
one-year  options  for  all  eight  sound stages, which will generate $2,100,000
annually  with  cost-of-living  increases.

STUDIO  EQUIPMENT  RENTAL
-------------------------

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

                                       11

<PAGE>

TELEVISION  AND  FILM  PRODUCTION
---------------------------------


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

CHANNEL  8  IN  PALM  SPRINGS,  CALIFORNIA
------------------------------------------
In  connection  with its joint venture with New Global Communications, Inc., the
Company  owns  a  45%  equity  interest  in ValCom Broadcasting, LLC, a New York
limited  liability  company,  which  operates  KVPS  (Channel 8), an independent
television  broadcaster  in  the  Palm  Springs,  California  market,  which  is
strategically located in the middle of four major markets including Los Angeles,
Phoenix,  Las  Vegas  and  San  Diego.
The  Company  plans  to  acquire  additional television stations and utilize the
infrastructure of full-service television and motion picture studios. This would
enable  Channel  8  to  operate  at  a  fraction  of  the cost compared to other
broadcasters  in  the  market.

RESULTS  OF  OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 30, 2003 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
2002
----

Revenues  for the year ended September 30, 2003 decreased by $9,929,450 or 81.3%
from  $12,211,329  for  the  year ended September 30, 2002 to $2,281,879 for the
same  period  in 2003.  The decrease in revenue was principally due to decreased
production  revenues  associated  with  the  joint  venture  with  Woody  Fraser
Productions  and  decreased  rental  revenues.

Production  costs  for the year ended September 30, 2003 decreased by $7,351,136
or  94.7%  from $7,765,360 for the year ended September 30, 2002 to $414,224 for
the  same  period in 2003.  The decrease in production costs was principally due
to  decreased  production  associated with Woody Fraser Productions as described
above.

Selling  and  promotion costs for the year ended September 30, 2003 decreased by
$143,531 or 87.4% from $164,276 for the year ended September 30, 2002 to $20,745
for  the same period in 2003.  The decrease was due principally to a decrease in
travel  and  public  relations  expenses.

Depreciation  and  amortization  expense  for  the year ended September 30, 2003
decreased  by  $53,135  or  13.2% from $401,512 for the year ended September 30,
2002  to $348,377 for the same period in 2003.  The decrease in depreciation and
amortization  expense was due to decreased amortization related to the write off
of  prepaid  loan  fees  in  the  prior  year  period.

General  and  administrative  expenses  for  the  year  ended September 30, 2003
decreased  by  $2,067,956  or 48.8% from $4,235,788 for the year ended September
30,  2002  to  $2,167,832  for  the  same  period in 2003.  The decrease was due
principally  to  decreased  personnel  costs,  outside  services,  utilities,
settlement  fees,  and  goodwill  impairment.

Consulting and professional fees for the year ended September 30, 2003 decreased
by  $157,537  or by 20.4% from $768,876 for the year ended September 30, 2002 to
$611,339  for  the  same  period  in  2003.  The  decrease  in  consulting  and
professional  fees  was  principally  due to decreased consulting fees partially
offset  by  an  increase  in  legal  and  accounting  costs.

Bad  debt  expense for the year ended September 30, 2003 decreased by $1,809,122
or  95.5%  from  $1,889,302 for the year ended September 30, 2002 to $80,180 for
the  same  period  in  2003.

The decrease in bad debts was primarily due to the write-off of an uncollectible
note receivable from a former officer and director of the Company and write-offs
associated  with  various production agreements, all occurring in the 2002 year.
                                       12
<PAGE>

The  impairment  of  goodwill  represents goodwill associated with the Brentwood
Magazines  acquisition  being  fully  impaired  in  the  2002.

Interest  expense for the year ended September 30, 2003 decreased by $285,597 or
20.4%  from  $1,397,836  for the year ended September 30, 2002 to $1,112,239 for
the  same  period in 2003.  The decrease was due principally to the write off of
interest  associated  with  convertible  debt  in  the  prior  year  period.

Other  income  for  the  year ended September 30, 2003 increased by $62,548 from
$8,437  for  the year ended September 30, 2002 to $70,985 for the same period in
2003.  The  increase  was due to a gain recognized from the sale of fixed assets
offset  by  the  loss recorded on equity investment of ValCom Broadcasting, LLC.

Net Loss from discontinued operations for the year ended September 30, 2003 were
$28,087 compared to 0 for the same period in 2002.  These expenses represent the
operating  loss  from  discontinued  operations  partially offset by the gain on
disposal  of  discontinued  operations  of  Brentwood  Magazine.

Due  to  the  factors  described  above,  the  Company's  net  loss decreased by
$2,397,659  from  $4,827,818 for the year ended September 30, 2002 to $2,430,159
for  the  same  period  in  2003.


STATEMENT  REGARDING  COMPUTATION  OF  EARNINGS  PER  SHARE
-----------------------------------------------------------

See  Notes To Consolidated Financial Statements in Part F/S for a description of
the  Company's  calculation  of  earnings  per  share.

LIQUIDITY  AND  CAPITAL  RESOURCES

The Company's consolidated financial statements have been prepared assuming that
the  Company  will  continue as a going concern.  As discussed in Note 17 to the
consolidated  financial statements, the Company has a net loss of $2,430,159 and
a  negative cash flow from operations of $300,582 for the year ended September
30,  2003,  and  a  working  capital deficiency of $8,962,906 and an accumulated
deficit  of  $10,556,350  at  September  30,  2003.  These  conditions  raise
substantial  doubt  about  the Company's ability to continue as a going concern.

Cash  totaled  $211,682 on September 30, 2003, compared to $343,374 at September
30,  2002.  During  the  fiscal year 2003, net cash used by operating activities
totaled  $300,582 compared to  $2,005,392 for the year ended September 30, 2002.
A  significant  portion of operating activities included payments for accounting
and  legal  fees,  consulting  fees,  salaries,  and  rent.

Net  cash  used  by  financing  activities  for fiscal year 2003 totaled $16,067
compared  to  cash provided of $1,917,900 for the year ended September 30, 2002.
Net  cash  provided  by  investing  activities  during  fiscal year 2003 totaled
$184,957  compared  to  of $10,009 during the year ended September 30, 2002, for
proceeds from sales of fixed assets  and decreased expenditures for the purchase
of  equipment.  The  above  cash  flow activities yielded a net cash decrease of
$131,692  during  fiscal  year  2003  compared  to $77,483 during the year ended
September  30,  2002.

Net  working  capital  (current  assets less current liabilities) was a negative
$8,962,906  as  of September 30, 2003.  During the twelve months ended September
30,  2003,  the  Company raised $42,000 from private placements of common stock.
The  Company  will need to continue to raise funds through various financings to
maintain  its  operations  until  such  time  as cash generated by operations is
sufficient  to  meet  its  operating  and  capital  requirements.

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

                                       13
<PAGE>

Total  shareholders'  equity  decreased  to  $2,701,561  in  fiscal  year  2003.
Additional  paid  in  capital  increased  to  $13,242,200  in  fiscal year ended
September 30, 2003.

     INTERNAL  AND  EXTERNAL  SOURCES  OF  LIQUIDITY

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

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

     FUTURE  FUNDING  REQUIREMENTS

The  Company's  capital  requirements  have  been  and  will  continue  to  be
significant.  The  Company's  adequacy of available funds during the next fiscal
year  and  thereafter will depend on many factors, including whether the Company
will  be  able  to:  (1)  retain  its  existing  tenants (2) rent its production
equipment and personnel profitably, (3) develop additional distribution channels
for  its  programming.   Assuming  funds  are  available, during the next fiscal
year,  the  Company  expects  to  spend  approximately  $100,000  for  plant and
equipment.

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

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUMMARY  FINANCIAL  DATA
--------------------------------------------------------------

                              FINANCIAL STATEMENTS
                              --------------------
The  audited  consolidated balance sheet of the Company as of September 30, 2003
and  the related consolidated statements of operations, stockholder's equity and
cash  flows  for  the  years  ended  September  30,  2003 and 2002 are submitted
herewith.

                               CONTENTS OF REPORT

Independent  Auditors'  Reports                                    F-1
Consolidated  Balance  Sheets                                      F-2/F-3
Consolidated  Statements  of  Operations                           F-4
Consolidated  Statements  of  Stockholders  Equity                 F-5/F-6
Consolidated  Statements  of  Cash  Flow                           F-7
Notes  to  Consolidated  Financial  Statements                     F-8/F-22

                                       14
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Board  of  Directors  and  Shareholders
ValCom  Inc,

We  have  audited the accompanying consolidated balance sheet of ValCom Inc, and
subsidiaries  as  of September 30, 2003, and the related consolidated statements
of  operations,  shareholders'  equity,  and  cash  flows  for  the  years ended
September  30,  2003  and  2002. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

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

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

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

KABANI  &  COMPANY,  INC.


CERTIFIED  PUBLIC  ACCOUNTANTS
Fountain  Valley,  California
February  5,  2004


                                       F-1

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                               SEPTEMBER 30, 2003


                                     ASSETS
                                     ------
Current  Assets:
Cash  &  Cash  equivalents                          $   211,682
Accounts  receivable,  net                               71,907
Note  receivable,  current                               52,768
                                                    -----------
Total  Current  Assets                                  336,357

Property  and  equipment  -  net                     11,600,303
Deferred Compensation                                   258,680
Deferred  financing  costs                              153,060
Deposits  and  other  assets                            115,538
                                                   ------------
Total  Assets                                     $  12,463,938
                                                   ============

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

                                       F-2

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                               September 30, 2003
                              -------------------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Liabilities  Not  Subject  To  Compromise
Current  liabilities:
Accounts  payable                                $   373,143
Accrued  interest                                    672,577
Accrued  expenses                                    365,858
Due  to  related  parties                             34,257
Notes  payable                                     7,853,428
                                                 -----------
Total  Current  Liabilities                        9,299,263

Liabilities  Subject  To  Compromise
Prepetition  trade  accounts  payable                206,249
Prepetition  Payables  due  to  related  parties     124,963
Prepetition  accrued  expenses                       131,902

                                                 -----------
Total  Liabilities                              $  9,762,377
-----------

Commitments  and  contingencies

Stockholders'  equity:
Convertible  preferred  stock:  all  with  par  value
$0.001;
Series  B,  1,000,000  shares  authorized;  38,000
shares  issued  and  outstanding                             38
Series  C,  5,000,000  shares  authorized;  1,480,000
shares  issued  and  outstanding                          1,480
Series  D,  1,250,000  shares  authorized;1,250,000
shares  issued  and  outstanding                          1,250
Common  stock,  par  value  $.001;  100,000,000  shares
authorized;  12,925,833
shares  issued  and  outstanding                         12,926
Additional  Paid-in  capital                         13,242,217

Accumulated  deficit                                (10,556,350)

Total  Stockholders'  Equity                          2,701,561
                                                    -----------
Total  Liabilities  and  Stockholders'  Equity      $12,463,938
                                                    ===========

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

                                       F-3
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                     For the Year Ended      For the Year Ended
                                     September 30, 2003      September 30, 2002

Revenue:
Rental                                      $1,945,422               $3,426,405
Production                                     336,457                8,733,278
Other                                                -                   51,646
Total  Revenue                               2,281,879               12,211,329

Cost  and  Expenses
Production                                     414,224,               7,765,360
Selling  and  promotion                         20,745                  164,276
Depreciation  and  amortization                348,377                  401,512
General  and  administrative                 2,167,832                4,235,788
Consulting  and  professional  fees            611,339                  768,876
Bad  debts                                      80,180                1,889,302
Goodwill  impairment                                 -                  424,634
Total  Cost  and  Expenses                   3,642,697               15,649,748

Operating  loss                             (1,360,818)              (3,438,419)

Other  Income  (Expense):
    Interest  expense                       (1,112,239)              (1,397,836)
       Gain  on  sale  of  assets               78,750                        -
Loss  on  Equity  Investment                   (57,765)                       -
   Other  income                                50,000                    8,437
Total  Other  Income  (Expense)             (1,041,254)              (1,389,399
)
Loss  from  continuing  operations          (2,402,072)              (4,827,818)

Discontinued  Operations
Operating loss from discontinued operations   (108,445)                       -
Net gain on disposal of discontinued operations 80,358                        -
Net  loss                                  $(2,430,159)             $(4,827,818)

Basic and diluted loss per share from
Continuing operations                           $(0.19)                  $(0.48)
Basic and diluted loss per share from
discontinued operations.                         $0.00                    $0.00
Basic and diluted loss per share                $(0.19)                  $(0.48)
    Weighted  average  shares  outstanding:
    Basic  and  diluted                     12,100,650               10,152,597
                                            ==========               ==========

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

                                       F-4
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>

                                                                Common          Preferred Series B        Preferred Series C
                                                                ------          ------------------        ------------------

                                                            Shares    Amount     Shares     Amount       Shares       Amount

<S>                                                          <C>        <C>        <C>        <C>         <C>           <C>
Balance, December 31, 2001. .                           . 8,909,401  $  8,909     38,000  $   38        1,500,000   $ 1,500

Shares issued for services. . .   .                         440,284       440        -        -             -             -

Shares issued for debt retirement                           552,748       553        -        -             -             -

Shares issued to employees as additional compensation . . . 759,500       760        -        -             -             -

Stock issued for payment of fees and penalties. . . . . . . 350,000       350        -        -             -             -

Series D preferred stock issued for cash, net                                                               -             -

Warrants issued with Series D preferred  stock                                                              -             -

Warrants issued with convertible notes                                                                      -             -

Warrants issued to placement agent                                                                          -             -

Issuance of common stock warrants and options                                                               -             -

Cancellation of series C Preferred Stock @ par. . . . . . .       -         -        -        -          (100,000)     (100)

Preferred stock to be issued in
connection with the acquisition of
Brentwood Magazine

Treasury Stock, 35,000

Net Loss for the year ended 9/30/02
                                                         ----------      -----   ------       --         ---------     -----
BALANCE SEPTEMBER 30, 2002. . . . . . . . . . . . . . . .11,011,933     11,012   38,000       38         1,400,000     1,400

Shares issued for services. . . . . . . . . . . . . . . . . 975,000        975        -        -             -             -

Shares issued for debt retirement . . . . . . . . . . . . . .26,400         26        -        -             -             -

Shares issued to employees as compensation. . . . . . . . . 597,500        598        -        -             -             -

Preferred stock to be issued. . . . . . . . . . . . . . . .                           -        -           380,000       380

Private placement issuances . . . . . . . . . . . . . . . . 350,000        350        -        -             -             -

Reclass funds received for stock issuance . . . . . . . . . . . . -          -        -        -             -             -

Treasury Stock Cancellation 35,000 shares . . . . . . . .  .(35,000)       (35)       -        -             -             -

Cancellation of series C Preferred Stock @ par. . . . . . . . . . -          -        -        -          (300,000)     (300)

Net Loss for the year ended 9/30/03. . . . . . . . . . .      . . -          -        -        -             -             -
                                                         ----------     ------   ------       --         ---------     -----
Balance at September 30, 2003 . . . . . . . . . . . . . .12,925,833     12,926   38,000       38         1,480,000     1,480
                                                         ==========     ======   ======       ==         =========     =====
</TABLE>

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

                                       F-5
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)
                FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>

                                                  Preferred Series D   Preferred Stock to be Issued
                                                   Shares     Amount        Shares        Amount
Balance, December 31, 2001                             -        $-              -             $-
                                                  ---------  --------       --------     ----------
<S>                                                  <C>        <C>           <C>            <C>
Shares issued for services. . . .                  .  -         -              -              -

Shares issued for debt retirement .                  .-         -              -              -

Shares issued to employees as
additional compensation . . . . . .                   -         -              -              -

Stock issued for payment of fees and penalties. .     -         -              -              -

Series D preferred stock issued for cash, net   . .1,250,000     1,250         -              -

Warrants issued with Series D preferred stock . . . .

Warrants issued with convertible notes. . . . . . . . -         -              -              -

Warrants issued to placement agent. . . . . . . . . . -         -              -              -

Issuance of common stock warrants and options . . . . -         -              -              -

Cancellation of series C Preferred Stock @ par. . . . -         -              -              -

Preferred stock to be issued in connection
with the acquisition of Brentwood Magazine            -         -           380,000       239,400

Treasury Stock, 35,000. . . . . . . . . . . . . . . . -         -              -              -

Net Loss for the year ended 9/30/02 . . . . . . . . . -         -              -              -
                                                   ---------    -----       -------       -------
BALANCE SEPTEMBER 30, 2002. . . . . . . . . . . . .1,250,000    1,250       380,000       239,400

Shares issued for services. . . . . . . . . . . . . . -         -              -              -

Shares issued for debt retirement . . . . . . . . . . -         -              -              -

Shares issued to employees as compensation. . . . . . -         -            53,877           -

Preferred stock to be issued. . . . . . . . . . . . . -         -          (380,000)     (239,400)

Private placement issuances . . . . . . . . . . . . . -         -              -              -

Reclass funds received for stock issuance . . . . . . -         -              -              -

Treasury Stock Cancellation 35,000 shares . . . . . . -         -              -              -

Cancellation of series C Preferred Stock @ par. . . . -         -              -              -

Net Loss for the year ended 9/30/03. . .      . . . . -         -
                                                   ---------   -----        -------       -------
Balance at 9/30/03. . . . . . . . . . . . . . . . .1,250,000   1,250           -              -
                                                   =========   =====        =======       =======

                                                  Additional Paid-In      Treasury        Accumulated
                                                  Capital                 Stock           Deficit               Total
Balance, December 31, 2001                        $9,512,699                 $-           $(3,298,372)          $6,224,774
<S>                                                    <C>                   <C>               <C>                   <C>
Shares issued for services. . . . . . . . . . . . .  430,843                  -                 -                  431,283

Shares issued for debt retirement . . . . . . . . .  144,959                  -                 -                  145,512

Shares issued to employees as
additional compensation . . . . . . . . . . . . . . .718,846                  -                 -                  719,606

Stock issued for payment of fees and penalties. . . .255,650                 .-                 -                  256,000

Series D preferred stock issued for cash, net . . . .468,797                  -                 -                  470,047

Warrants issued with Series D preferred stock        441,203                                                       441,203

Warrants issued with convertible notes. . . . . . . . 77,300                  -                 -                   77,300

Warrants issued to placement agent. . . . . . . . . . 60,995                  -                 -                   60,995

Issuance of common stock warrants and options . . . .676,199                  -                 -                  676,199

Cancellation of series C Preferred Stock @ par. . . . .  100                  -                 -

Preferred stock to be issued in connection
with the acquisition of Brentwood Magazine                 -                  -                                    239,400

Treasury Stock, 35,000. . . . . . . . . . . . . . .        -               (23,522)             -                  (23,522)

Net Loss for the year ended 9/30/02 . . . . . . . . . .    -                  -              (4,827,818)        (4,827,818)
                                                  ----------               -------            ---------          ---------
BALANCE SEPTEMBER 30, 2002. . . . . . . . . . . . 12,787,591               (23,522)          (8,126,190)         4,890,979

Shares issued for services. . . . . . . . . . . . .  139,401                  -                 -                  140,376

Shares issued for debt retirement . . . . . . . . . . .3,844                  -                 -                    3,870

Shares issued to employees as compensation. . . . . . 53,877                                    -                   54,475

Preferred stock to be issued. . . . . . . . . . . . .239,020                  -                 -

Private placement issuances . . . . . . . . . . . . . 41,650                  -                 -                   42,000

Reclass funds received for stock issuance . . . . . . . . 20                  -                 -                       20

Treasury Stock Cancellation 35,000 shares . . . . . .(23,487)              23,522             -

Cancellation of series C Preferred Stock @ par. . . . . .300                                    -

Net Loss for the year ended 9/30/03. . . . . . .      . .  -                   -            (2,430,159)         (2,430,159)
                                                  ----------               -------         -----------           ---------
Balance at 9/30/03. . . . . . . . . . . . . . .   13,242,216                   -           (10,556,349)          2,701,561
                                                  ==========               =======         ===========           =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-6
<PAGE>


                          VALCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                          For the Year Ended          For the Year Ended
                                                          September 30, 2003          September 30, 2002
                                                         --------------------         --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                  $(2,430,159)                $(4,827,818)
Adjustments to reconcile net loss to net cash
operating activities:
Depreciation and amortization                                 348,377                     401,512
Bad debt expense                                               80,180                   1,889,302
Goodwill impairment                                                 -                     424,634
Gain on sale of fixed assets                                  (78,750)                          -
Discount on note receivable                                         -                      16,875
Warrants and options issued for compensation                   42,000                     271,651
Warrants issued to placement agent                                  -                      42,245
Stock issued for payment of fees and penalties                      -                     256,000
Stock issued for compensation                                  54,475                     719,606
Stock issued for services                                     140,376                     431,283
Changes in operating assets and liabilities:
Receivables                                                   339,180                    (295,878)
Other receivables                                                   -                    (281,471)
Prepaid development costs                                           -                     (40,233)
Related party receivables                                           -                     (65,000)
Deferred Compensation                                         145,868                           -
Deposits                                                      (76,125)                     (7,063)
Accounts payable and accrued expenses                       1,133,996                    (175,381)
Production advances                                                 -                     765,656
Net Cash Used In Operating Activities                        (300,582)                 (2,005,392)
                                                        --------------------       --------------
<S>                                                             <C>
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures. . . . . . . . . . . . . . . . . . . . .       -                    (111,658)
Notes receivable payments . . . . . . . . .                    83,690                     121,667
Proceeds from sale of fixed assets                            101,267                           -
Net Cash Provided By Investing Activities . . . . . .         184,957                      10,009
                                                        --------------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of convertible debt. . . . . . . . .                       -                   2,000,000
Loan costs on new debt . . . . . . . . . . . . .            .       -                    (221,999)
Principal repayment of notes . . . . . . . . . . . . . . . ..(184,395)                   (757,214)
Principal borrowings on notes                                 259,963                           -
Due to related parties . . . . . . . . . .                    (91,635)                     (9,365)
Treasury stock. . . . . . . . . . . . . . . . . .                   -                     (23,522)
Issuance of preferred stock and warrants. . . .                     -                     930,000
Net Cash Provided By (Used In) Financing Activities . . . .   (16,067)                  1,917,900
                                                        --------------------       ---------------

NET DECREASE CASH AND CASH EQUIVALENTS. . . . . . . . . . . .(131,692)                    (77,483)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . .343,374                     420,857

CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . $211,682                    $343,374
                                                         ============               =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
=================================================

Interest paid. . . . . . . . . . . . . .                     $489,029                  $1,371,810
Income taxes paid. . . . . . . . . . . .                            -                  $      800
                                                    -----------------               -------------

</TABLE>

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

                                       F-7

<PAGE>

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

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

During  the  year ended September 30, 2003, the Company cancelled 300,000 shares
of  Series  C  Preferred  Stock  for  no  consideration.

                                       F-8

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

NOTE  1  DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------
Following  is  a  summary of the significant accounting policies followed in the
preparation  of  these  consolidated financial statements, which policies are in
accordance with accounting principles generally accepted in the United States of
America.

On April 7, 2003, the Company filed on an emergency basis a voluntary Chapter 11
bankruptcy petition.  The case is pending in the United States Bankruptcy Court,
Central  District  of  California,  San  Fernando  Valley  Division

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

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

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

In  October 2000, the Company was issued 7,570,997 shares by SBI for 100% of the
shares  outstanding  in  Valencia  Entertainment  International,  LLC ("VEI"), a
California limited liability company. This acquisition has been accounted for as
a  reverse  acquisition  merger  with VEI as the surviving entity. The corporate
name  was  changed  to  ValCom,  Inc.  effective  March  21,  2001.

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

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

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

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

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

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

                                      F-9

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

PRINCIPLES  OF  CONSOLIDATION
-----------------------------
The  consolidated  financial statements include the accounts of ValCom, Inc. and
two  wholly-owned subsidiaries, VEI, which was acquired effective February 2001,
and  Half  Day  Video,  Inc.,  which  was  acquired  effective  March  2001.

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.

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.

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


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

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------
Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

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

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


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

                                      F-10
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002


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

STOCK-BASED  COMPENSATION
-------------------------
The  Company  accounts for its stock-based employee compensation plans using the
intrinsic  value  based method, under which compensation cost is measured as the
excess of the stock's market price at the grant date over the amount an employee
must  pay  to acquire the stock.  Expenses related to stock options and warrants
issued  to  non-employees  are  accounted for using the fair value based method,
under  which  the  fair  value  of the security is measured at the date of grant
based  on  the  Black-Scholes  pricing  model.

IMPAIRMENT  OF  LONG-LIVED  ASSETS
----------------------------------
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a Disposal of a Segment of a
Business."  The  Company periodically evaluates the carrying value of long-lived
assets  to  be  held  and  used  in accordance with SFAS 144.  SFAS 144 requires
impairment  losses  to  be recorded on long-lived assets used in operations when
indicators  of  impairment are present and the undiscounted cash flows estimated
to  be generated by those assets are less than the assets' carrying amounts.  In
that  event,  a  loss  is  recognized  based on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on
long-lived  assets  to  be disposed of is determined in a similar manner, except
that  fair  market  values  are  reduced for the cost of disposal.  Based on its
review,  the Company  believes  that,  as  of  September 30,  2003,  there  were
no  significant  impairments  of  its  long-lived  assets.

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.  Advertising revenues are recognized in the period during which
the  advertising is published in the Company's magazine, Brentwood Magazine.  In
January  2003,  the Company entered into a Memorandum of Understanding to cancel
the Agreement and Plan of Reorganization dated August 2, 2002, pursuant to which
the  Company  acquired  PTL  Productions  (dba  Brentwood Magazine) and sell PTL
Productions,  Inc.  (dba  Brentwood  Magazine) back to the seller.

EQUITY  INVESTMENT
------------------
The Company accounts for its investments in companies over which the Company has
significant  influence  or  ownership of more than 20% but less than or equal to
50%  under  the  equity  method.  The  Company's  45%  investment  in a recently
acquired  television  station  has been accounted for as an investment under the
equity  method  (See  Note  15)

                                      F-11

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

TREASURY  STOCK
---------------
Treasury stock is accounted for by the cost method.  Issuance of treasury shares
is  accounted  for on a first-in, first-out basis.  Differences between the cost
of  treasury  shares  and  the  re-issuance  proceeds  are charged to additional
paid-in  capital,  if  reissued.  During July 2002, the Company purchased 35,000
shares  of  its  common  stock  at a total cost of  $23,522. No shares have been
reissued as of September 30, 2003.  In September 2003, the Company retired these
shares  back  into  the  treasury.

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

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


NEW  ACCOUNTING  PRONOUNCEMENTS
-------------------------------
The  Financial  Accounting  Standards  Board  has  recently  issued  several new
Statements  of  Financial  Accounting  Standards  ("SFAS").  Statement  No. 141,
"Business  Combinations"  supersedes Accounting Principles Board ("APB") Opinion
No.  16  and  various  related  pronouncements.  Pursuant to the new guidance in
Statement  No.  141,  all  business combinations must be accounted for under the
purchase  method  of  accounting;  the  pooling-of-interests method is no longer
permitted.  SFAS  141  also  establishes new rules concerning the recognition of
goodwill  and other intangible assets arising in a purchase business combination
and requires disclosure of more information concerning a business combination in
the  period in which it is completed.  This statement is generally effective for
business  combinations  initiated  on or after July 1, 2001.  Statement No. 142,
"Goodwill  and  Other  Intangible  Assets" supercedes APB Opinion 17 and related
interpretations.  Statement  No. 142 establishes new rules on accounting for the
acquisition  of  intangible  assets  acquired  in a business combination and the
manner  in  which  goodwill  and  all  other intangibles should be accounted for
subsequent  to their initial recognition in a business combination accounted for
under SFAS No. 141.  Under SFAS No. 142, intangible assets should be recorded at
fair value.  Intangible assets with finite useful lives should be amortized over
such  period  and  those  with  indefinite  lives  should not be amortized.  All
intangible  assets  being  amortized  as  well  as  those that are not, are both
subject  to  review for potential impairment under SFAS No. 121, "Accounting for
the  Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed
of".  SFAS No. 142 also requires that goodwill arising in a business combination
should  not  be  amortized but is subject to impairment testing at the reporting
unit  level  to  which  the  goodwill  was  assigned at the date of the business
combination.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  143,  "Accounting for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements  issued  for  fiscal  years  beginning  after  June  15,  2002.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December  15,  2001, and addresses financial accounting and reporting for
the  impairment or disposal of long-lived assets. This statement supersedes SFAS
No.  121  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed Of," and the accounting and reporting provisions of APB
Opinion  No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

                                      F-12

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

The  adoption  of  above pronouncements, did not materially impact the Company's
financial  position  or  results  of  operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds  the  automatic  treatment  of  gains or losses from
extinguishments  of  debt  as  extraordinary  unless  they meet the criteria for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the  Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May  15,  2002,  with  early  adoption  encouraged.  All other
provisions  of  SFAS  145 are effective for transactions occurring after May 15,
2002,  with  early adoption encouraged. The adoption of SFAS 145 does not have a
material  effect  on  the  earnings  or  financial  position  of  the  Company.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
exit  or Disposal Activities." This Statement addresses financial accounting and
reporting  for  costs  associated with exit or disposal activities and nullifies
Emerging  Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain Costs Incurred in a Restructuring)." This Statement requires
that  a  liability  for  a  cost associated with an exit or disposal activity be
recognized  when  the liability is incurred. Under Issue 94-3 a liability for an
exit cost as defined, was recognized at the date of an entity's commitment to an
exit  plan.  The  adoption  of  SFAS  146 does not have a material effect on the
earnings  or  financial  position  of  the  Company.

In  October  2002,  the  FASB  issued  SFAS  No.  147,  "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value  of  tangible  and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires  that  those  transactions be accounted for in accordance with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  In  addition,  this statement amends SFAS No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets,"  to include certain financial
institution-related  intangible  assets. The adoption of SFAS 147 did not have a
material  effect  on  the  earnings  or  financial  position  of  the  Company.
In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified  after December 31, 2002. The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The adoption of this pronouncement does not have a material effect on the
earnings  or  financial  position  of  the  Company.

                                      F-13

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee compensation.  In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31, 2003.  The Company does not expect the adoption of SFAS No.
148  would  have  a  material  impact  on  its  financial position or results of
operations  or  cash  flows.

On  April  30,  2003,  the  FASB  issued  FASB  Statement  No. 149 ("SFAS 149"),
"Amendment  of  Statement 133 on Derivative Instruments and Hedging Activities".
FAS  149  amends  and  clarifies  the  accounting  guidance  on  (1)  derivative
instruments  (including  certain  derivative  instruments  embedded  in  other
contracts)  and  (2)  hedging  activities  that  fall  within  the scope of FASB
Statement  No.  133  ("SFAS  133"),  Accounting  for  Derivative Instruments and
Hedging  Activities. SFAS 149 also amends certain other existing pronouncements,
which will result in more consistent reporting of contracts that are derivatives
in  their  entirety  or  that contain embedded derivatives that warrant separate
accounting.  SFAS  149  is  effective (1) for contracts entered into or modified
after  June 30, 2003, with certain exceptions, and (2) for hedging relationships
designated after June 30, 2003. The guidance is to be applied prospectively. The
Company  does  not expect the adoption of SFAS No. 149 to have a material impact
on  its  financial  position  or  results  of  operations  or  cash  flows.

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

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

                                      F-14

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>


NOTE  2  PROPERTY  AND  EQUIPMENT
---------------------------------
Property  and  equipment  consists  of  the  following  at:
<TABLE>
<CAPTION>

                               September 30,
                                    2003
                               ------------
<S>                                  <C>
Land . . . . . . . . . . . . .  $ 7,392,292
Building . . . . . . . . . . .    4,028,785
Building Improvements. . . . .    1,154,406
Production Equipment . . . . .      512,648
Leasehold Improvements . . . .       62,677
Autos and Trucks . . . . . . .       66,656
Office Furniture and Equipment       79,892
                                ------------
                                 13,297,356
Less: accumulated depreciation   (1,697,053)

Net book value . . . . . . . .  $11,600,303
                                ===========
</TABLE>


NOTE  3  NOTE  RECEIVABLE
-------------------------

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

                                      F-15

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

<TABLE>
<CAPTION>

NOTE  4  NOTES PAYABLE
-------------------------


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

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

                                                                                     $ 5,858,378

Convertible  promissory  note, net of discount of $25,764 at September 30, 2003.
See  Note  7  for  further  description.                                               1,805,706

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

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

Long-term  notes  payable                                                            $    51,877
                                                                                     ===========

</TABLE>

                                      F-16

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

Future  maturities  on  the  notes  are  as  follows:

<TABLE>
<CAPTION>

Year ending September 30
2004         $7,801,551
2005             25,938
2006             25,939
             ----------
<S>          <C>
             $7,853,428
             ==========
</TABLE>

NOTE  5  CONVERTIBLE  NOTES  PAYABLE
------------------------------------
On  June  6,  2001  and  September  7,  2001,  the Company borrowed $750,000 and
$250,000,  respectively,  from  the Laurus Master Fund, Ltd. The borrowings were
evidenced  by  convertible  promissory  notes  due June 7, 2003 and September 7,
2003,  respectively.  Interest at 8% per annum was payable quarterly. Any or all
principal or interest was convertible into common stock of the Company at 80% of
the  average  of the lowest closing stock prices during the preceding 60 trading
days.  The  convertible  notes  were  also  issued  with  detachable warrants to
purchase  up  to  72,737  shares of common stock of the Company at the lesser of
$.548  per share or 120% of the average three lowest closing stock prices during
the  immediately  preceding 10 trading days prior to exercise of the warrants. A
discount of $375,000 was recognized on the beneficial  conversion features of
this debt and the  detachable  warrants.

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

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

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

During  the  year ended September 30, 2002, the Company issued 552,748 shares of
common  stock  to  the  holders  of its convertible notes payable for payment of
principal and accrued interest.  Principal and accrued interest converted during
the  year  ended  September  30,  2002 totaled approximately $145,512, which was
computed  based  upon  terms  stipulated in the applicable convertible notes. In
connection  with  the  repayment  of  the  June  6,  2001  and September 7, 2001
convertible  notes  and the issuance of the May and June 2002 convertible notes,
the  Company  issued  350,000  restricted  shares  of its common stock to Laurus
Master  Fund,  Ltd.  for payment of late fees and penalties. The total amount of
the  late  fees  and  penalties paid with common stock amounted to approximately
$256,000, which was computed based upon the market prices of the common stock on
the  applicable  conversion  dates and is included in general and administrative
expenses  in  the accompanying consolidated statement of operations for the year
ended  September  30,  2002.

                                      F-17

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

NOTE  6  INCOME  TAXES
----------------------
No provision for Federal and state income taxes has been recorded as the Company
has  incurred net operating losses through September 30, 2003.  At September 30,
2003,  the  Company  had  approximately  $10,201,055  of  net  operating  loss
carryforwards  for  Federal  income  tax  reporting purposes available to offset
future  taxable  income. Such carryforwards expire beginning in 2003.  Under the
Tax  Reform  Act  of 1986, the amounts of and benefits from net operating losses
and  capital  losses  carried  forward  may  be  impaired  or limited in certain
circumstances. Events, which  may  cause  limitations  in  the  amount  of  net
operating  losses that the Company may utilize in any one year, include, but are
not limited to, a cumulative ownership change of more than 50% over a three-year
period.

Deferred  tax assets at September 30, 2003 and 2002 consist primarily of the tax
effect  of  net  operating  loss  carryforwards, which amounted to approximately
$2,813,027  and  $1,844,079,  respectively.  Other  deferred  tax  assets  and
liabilities  are  not  significant.  The  Company  has provided a full valuation
allowance  on  the  deferred tax assets at September 30, 2003 and 2002 to reduce
such  deferred  income  tax  assets  to  zero, as it is management's belief that
realization  of  such  amounts  is  not  considered  more  likely  than  not.

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


                                                            September  30,  2003
                                                            --------------------

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

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


                                                            September  30,  2003
                                                            --------------------
               Deferred  tax  asset
               Net  operating  losses                              $  2,813,027
               Less:  valuation  allowance                         (  2,813,027)
                                                                  -------------
                                                             $                -
                                                            ===================


NOTE  7  RELATED  PARTY  TRANSACTIONS
-------------------------------------
At  September  30,  2003,  related  party  payables represent $39,220 due to the
President  and  $120,000  due  to  a  director  and  shareholder of the Company,
resulting  from  a  loan.


NOTE  8  COMMITMENTS
--------------------
In  May  2000, the Company leased additional facilities adjacent to its location
in  Valencia.  The lease has a term of five years. Initial monthly base rent was
$29,000  with  annual  increases until 2004 when base rent will be $34,585. Rent
expense  for  the  year  ended  September  30,  2003  and 2002 were $430,989 and
$470,354,  respectively.

                                      F-18
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

NOTE  9  SEGMENT  INFORMATION
------------------------------
The  Company  classifies  its  business  interests into three fundamental areas:
Studio  Rental,  consisting principally of sound and production stage rentals to
production  companies,  Studio  Equipment  Rental,  consisting  principally  of
personnel,  camera  and other production equipment rentals to various production
companies  on  a  short-term  or  long-term  basis, and Film and TV Productions,
consisting  principally  of  television  productions for the broadcast networks,
cable  networks  or  first-run  television  syndication.


<TABLE>
<CAPTION>


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


For the year ended September 30, 2002
--------------------------------------
Revenues . . . . . . . . . . . . .    $    3,426,405    $     1,314,797   $           7,470,127         $12,211,329
Operating Income (Loss). . . . . . . .    (3,511,871)           (54,776)                128,228          (3,438,419)
Total Assets . . . . . . . . . . . . .    13,197,107            212,918                 129,292          13,539,317
Depreciation and Amortization. . . . .       352,805             48,707                       -             401,512
</TABLE>



The  Studio  Rental  segment  above  includes  the  operating  activities of the
--------------------------------------------------------------------------------
corporate  division.
--------------------

NOTE  10  LITIGATION
--------------------

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

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

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

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

                                      F-19

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

In  September  2001,  a  complaint  was filed in the Los Angeles County Superior
Court,  Russomano  et  al.  v.  VEI et al., BC 257989.  The plaintiffs are Diane
Russomano  and  Knowledge  Booster, Inc. and the defendants include Valcom, Inc.
and  Valencia  Entertainment  International ("VEI"), the Company's president and
others.  The  complaint revolves around prior litigation in which the plaintiffs
alleged,  among  other  things,  that  the show "A.J.'s Time Travelers" violated
plaintiffs'  rights  in  a  children's  television  show called "Rickey Rocket".

That  case  went to trial, and plaintiffs obtained judgments against a number of
defendants,  including  a  judgment  in  the amount of $3 million against Rickey
Rocket Enterprises ("RREI") and a judgment in the amount of $1.2 million against
Time  Travelers,  Inc.  ("TTI").

The  complaint  asserted  two causes of action against the Company, Valencia and
other  defendants.  The first cause of action alleges the Company was the "alter
ego"  of RREI and/or TTI and is therefore liable for the judgments against those
entities.  The  second  cause  of action was for malicious prosecution; and both
causes  have  been dismissed with prejudice against the Company, where as VEI is
in  a  stay  until Chapter 11 is lifted.  VEI became a distributor for A.J. Time
Travelers, Inc., but not until four years after the alleged wrongdoing occurred.

Clay Harrison v. SBI Communications, Inc. and Valcom, Inc. (Los Angeles Superior
----------------------------------------------------------
Court  Case  No.  BC  035014)
 On December 9, 2002, a complaint was filed by Clay Harrison against the Company
and  SBI  Communications,  Inc.  seeking  damages  for  breach  of  his  alleged
employment  contract.  The  dispute  involves  Mr. Harrison's termination as the
President  of  Half  Day  Video, Inc., a wholly owned subsidiary of the Company.
The  Parties  entered  into  a  settlement  agreement  in  November,  2003.

Euromerica  Capital  Group  v.  Valcom,  Inc.  and  Valencia  Entertainment
---------------------------------------------------------------------------
International.
--------------

Euromerica  Capital  Group  filed  a  lawsuit  against ValCom, Inc. and Valencia
Entertainment  International  on  August  26,  2002  based  on alleged breach of
contract.  The  Plaintiff is seeking monetary damages of $47,556. ValCom filed a
cross-complaint  for  breach  of  contract,  intentional  misrepresentation  and
concealment.  ValCom  asked  for  monetary damages in the amount of $45,000 plus
punitive  damages.  Valencia  Entertainment  subsequently filed bankruptcy under
Chapter 11 and the automatic stay has prevented the case from moving forward. It
is  expected  that  the  case  will be settled upon completion of the bankruptcy
proceeding.

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

NOTE  11  STOCKHOLDERS'  EQUITY
-------------------------------
(A)  CONVERTIBLE  PREFERRED  STOCK
----------------------------------
At  September  30,  2002,  the Company had three series of convertible Preferred
Stock:  B,  C and D.  Series B Preferred Stock has no voting rights, is entitled
to  receive  cumulative  dividends  in  preference to any dividend on the common
stock at a rate of 10% per share, per year, to be issued if and when declared by
the Board of Directors and can be converted at any time into common stock on a 1
for 5 basis.  In the event of any liquidation, the holders of shares of Series B
Preferred Stock then outstanding shall be entitled to receive an amount equal to
the  purchase  price  per  share,  plus  an  amount equal to declared but unpaid
dividends thereon, if any, to the date of payment.  Series C Preferred Stock has
no  voting  rights, is entitled to receive cumulative dividends in preference to
any  dividend  on  the  common stock at a rate of 10% per share, per year, to be
issued  if  and  when declared by the Board of Directors and can be converted at
any time into common stock on a 1 for 1 basis.  In the event of any liquidation,
the  holders  of  shares  of  Series C Preferred Stock then outstanding shall be
entitled  to  receive  an  amount equal to the purchase price per share, plus an
amount  equal  to  declared  but  unpaid  dividends  thereon,  if
any,  to the date of payment.  Series D Preferred Stock has no voting rights, no
dividends  and  can be converted at any time to common stock on a 1 for 1 basis.
In  the  event  of  any liquidation, the holders of shares of Series C Preferred
Stock  then  outstanding  shall  be  entitled  to receive an amount equal to the
purchase  price  per  share.

                                      F-20

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

With respect to rights on liquidation, Series B, C
and  D  Preferred  Stock  shall  rank  senior  to  the common stock but Series C
Preferred  Stock  shall  be  senior to both Series B and D Preferred Stock while
Series D Preferred Stock shall be junior to both Series B and C Preferred Stock.
No  dividends have been declared by the Board of Directors for any of the Series
of  convertible  Preferred  Stock  for the fiscal year ended September 30, 2002.

On  June  6,  2002,  the  Company  received  $930,000,  net  for the issuance of
1,250,000  shares  of  Series  D  Convertible  Preferred  Stock to an accredited
investor.  In  connection with the transaction, the Company also issued warrants
to the preferred stockholder to purchase an aggregate of 1,300,000 shares of the
Company's  common stock at an exercise price of $.80 per share, expiring on June
18,  2007.  The Company allocated the net proceeds received from the sale of the
preferred  stock  to  the  warrants  using the Black-Scholes pricing model.  The
allocation  of  the  net  proceeds  to  the warrants amounted to $466,908 and is
included  in  additional  paid-in  capital  in  the  accompanying  condensed
consolidated  balance  sheet at September 30, 2002.  Also in connection with the
sale  of  the  Series  D  Convertible Preferred Stock, the Company incurred a 7%
placement  agent  fee and also issued the placement agents 125,000 "VACM Units",
each  unit  comprised of one share of common stock and a warrant to purchase one
share  of  common  stock  at  an  exercise price of $.80 per share.  The Company
recorded  the  $70,000  placement  agent  fee  as  a  reduction  of the proceeds
received,  thereby  reducing  additional paid-in capital by $70,000 at September
30,  2002.  Each  VACM Unit is exercisable at $.80 per unit and the unit and the
underlying  warrant  expire  June 18, 2007.  The Company valued the VACM Unit by
apportioning  value  to  the  underlying  warrant  and  common  stock  using the
Black-Scholes  pricing model, and by measuring the intrinsic value of the common
stock.  The value of the 125,000 VACM Units amounted to $60,745 and was recorded
as  an  increase  in  additional  paid-in  capital  at  September  30,  2002.

In  connection with the Series D Preferred Stock financing, the Company has also
issued  2,800,000 shares of its common stock to be held in escrow based upon the
terms  of the financing agreement.  The financing agreement requires the Company
to  hold in escrow 1,250,000 shares of common stock as a deposit in anticipation
of  the  preferred  stockholder's  conversion  of  1,250,000  shares of Series D
Preferred  Stock, an additional 1,300,000 shares of common stock as a deposit in
anticipation  of  the  preferred  stockholder's exercise of warrants to purchase
1,300,000  shares  of  common  stock, and an additional 250,000 shares of common
stock as a deposit in anticipation of the placement agents' exercise of its VACM
Units.  As discussed above, the Series D Preferred Stock can be converted at any
time  to  common  stock  on a 1 for 1 basis.  At September 30, 2002, none of the
2,800,000  common  shares  have been released from escrow and are not considered
outstanding  for  purposes  of  computing  weighted  average shares outstanding.

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

During  the  fiscal  year ended September 30, 2003, the Company issued 1,572,500
shares  of  common stock in lieu of compensation for consulting and professional
services  performed.  The  value  of  the  consulting  and professional services
performed  totaled  approximately  $194,851,  which  was computed based upon the
market  prices  of  the  common  stock  on  the  applicable  payment  dates.

                                      F-21

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

During  the  fiscal  year  ended  September 30, 2002, the Company issued 440,284
shares  of  common stock in lieu of compensation for consulting and professional
services  performed.  The  value  of  the  consulting  and professional services
performed  totaled  approximately  $431,283,  which  was computed based upon the
market  prices  of  the  common  stock  on  the  applicable  payment  dates.

See  Note  5  for  common  stock  issued  for  debt  repayment.

(C)  WARRANTS
-------------
During  the fiscal year ended September 30, 2003, the Company issued warrants to
purchase  2,083,334  shares  of  the  Company's  common  stock  to a director in
connection  with  services  provided  and  to  be  provided  to the company. The
weighted  average  exercise  price for the warrants issued was $0.12, and all of
the  warrants  begin  to  expire  in September 2005.  The director has exercised
350,000  warrants  up  to  September  30,  2003.

During  the fiscal year ended September 30, 2002, the Company issued warrants to
purchase  2,075,000  shares of the Company's common stock to certain individuals
and  companies  in connection with the issuance of Series D Preferred Stock (see
Note  13(A))  and consulting agreements. The weighted average exercise price for
the warrants issued was $0.75, and all of the warrants begin to expire in fiscal
year  2007.  There  were  no  warrants  outstanding  prior  to fiscal year 2002.
Additionally,  the Company recorded consulting expense of $271,651 in connection
with warrants issued to consultants.  These warrants were valued using the Black
Scholes  pricing  model.  The  Company  also  recorded  $324,724  of  deferred
compensation  in  connection  with the consulting agreements in the accompanying
consolidated  balance  sheet  at  September  30,  2002.

NOTE  12  EMPLOYEESTOCK  COMPENSATION  PLAN  AND  NON-QUALIFIED  STOCK  OPTIONS
-------------------------------------------------------------------------------
The  Company has a 2001 Employee Stock Compensation Plan (the "ESCP") to enhance
its  ability  to attract, retain and compensate experienced employees, officers,
directors  and  consultants.  The effective date of the ESCP is January 2001.  A
total of 2,600,000 shares of common stock were registered for issuance under the
ESCP on three Form S-8 registration statements filed January 16, 2001, March 26,
2001  and October 19, 2001.  Pursuant to the ESCP, the Compensation Committee or
Board  of Directors may award registered shares of the Company's common stock to
employees,  officers,  directors  or  consultants  for  cash, property, services
rendered  or  other  form  of  payment  constituting lawful consideration.  Plan
shares  awarded  for other than services rendered shall be sold at not less than
the  fair  market  value  on  the  date  of grant.  During the fiscal year ended
September  30,  2003,  the  Company  issued  an aggregate of 1,033,900 shares of
registered  common  stock  to  employees,  officers,  directors  and consultants
pursuant  to  the  ESCP.  The expense recorded during fiscal year 2003 under the
ESCP  amounted  to  $151,722  and  was based on the closing trading price of the
Company's  common  stock  on  the  date  granted.

NOTE  13  JOINT  VENTURE
------------------------

In  May 2002, the Company entered into a joint venture agreement with New Global
Communications,  Inc. ("Global") whereby Global would contribute $500,000 to the
joint  venture  in  exchange for a 55% interest and the Company would contribute
certain  fixed  assets  and manage the operations of the joint venture for a 45%
interest.  The  newly formed joint venture is Valcom Broadcasting, LLC.  The net
book  value of the fixed assets contributed are insignificant and are maintained
on  the  Company's  premises.  The  joint venture operated a newly developed low
power  television  broadcast  station K08MX-LP in Indio-Palm Springs, California
operating  on  Channel 8.  The Company believes that the investment in the joint
venture  adds  to  the  Company's  infrastructure  of  becoming  a  full service
television  and  motion  picture  company.  The  amount contributed to the joint
venture  by  Global  will  be  used  to  purchase the license for the television
station from the licensee.  The effectiveness of the joint venture agreement was
dependent  on the approval by the Federal Communications Commission ("FCC").  On
September 20, 2002, the FCC approved the transaction.  As of September 30, 2002,
Global  contributed  $400,000  to  the  joint  venture.

NOTE  14  SUBSEQUENT  EVENTS
----------------------------
Subsequent  to  September 30,2003, the Company issued 1,410,333 shares of common
stock  at  prices  ranging  from  $0.12 to $0.25 amounting to $1,202,000 through
private  placements.  In addition to this the Company also issued 200,000 shares
for  $0.47  per  share against services rendered and 50,000 shares for $0.25 per
share  as  per  the  terms  of  the  employment  agreements.

NOTE  15  GOING  CONCERN
------------------------

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  The Company has a net loss
of  $2,430,159 and a negative cash flow from operations of $300,582 for the year
ended  September 30, 2003, and a working capital deficiency of $8,962,906 and an
accumulated deficit of $10,556,350 at September 30, 2003.  The Company had a net
loss of $4,827,818 and a negative cash flow from operations of 2,005,392 for the
year  ended  September  30,  2002.  Valencia Entertainment International, LLC, a
California  limited  liability  company and the Registrant's subsidiary filed on
April  7,  2003,  a  voluntary  petition  in bankruptcy for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for
the  Southern District of California (note 8). The main income of the Registrant
is from the operations of Valencia Entertainment International. These conditions
raise  doubt  about  the  Company's  ability  to  continue  as  a going concern.

                                      F-22

                          VALCOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2003 AND 2002

<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE
Jay  J.  Shapiro, C.P.A., P.C., the Company's former auditor, resigned effective
April 23, 2002.  Mr. Shapiro's reports on the Company's financial statements for
the  past  two  fiscal years did not contain an adverse opinion or disclaimer of
opinion,  nor  were  his  reports  modified  as  to  uncertainty, audit scope or
accounting  principles.  The  Company  had  no  disagreements  with Mr. Shapiro.

This  Company  previously  disclosed this information in its Form 8-K filed with
the  Securities and Exchange Commission on April 24, 2002, its Amendment to Form
8-K  filed  on  May 6, 2002 and its Amendment to Form 8-K filed on May 10, 2002.

Subsequently  , the Board of Directors authorized the engagement of Kabani & Co,
Inc. located  at 8700 Warmer Ave/ #280 Fountain Valley, CA 92708, as  the  new
principal auditors for the Company  and  all of its subsidiaries effective May
23, 2003..


                                    PART III
                                    --------

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

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



Name                    Age  Position                              Since
----                    ---  --------                              -----
Vince  Vellardita       46   CEO/President/Chairman of the Board    2000

Don  Magier             37   Secretary/Treasurer/Director           2002

Krishna Swamy  Alladi   57   Director                               2003

Richard  Shintaku       54   Director                               2003


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

BIOGRAPHIES  OF  THE  COMPANY'S  EXECUTIVE  OFFICERS  AND  DIRECTORS
--------------------------------------------------------------------

Vince  Vellardita  -  46
Chairman  of  the  Board,  Chief  Executive  Officer  and  President

Vince  Vellardita has served as the Company's President, Chief Executive Officer
and Chairman of the Board since October 2000. Mr. Vellardita was instrumental in
having  Valencia  Entertainment International, LLC acquire a 180,000 square foot
production  facility  in  Valencia,  California  that  houses  eight  film  and
production

                                       37

<PAGE>

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

Donald  P.  Magier  -  37
Treasurer,  Secretary,  Controller  and  Director

Donald  P.  Magier  has served as the Company's Secretary, Treasurer, Controller
and  Director since November 2002.  Mr. Magier commenced working for the Company
in  April 2002 as its Controller and was subsequently promoted.  He received his
accounting  degree  from  California  Sate  University, Northridge and began his
accounting  career  in  1989  as  an auditor with Weber Lipshie and Co., CPAs, a
small  national  accounting firm specializing in the garment industry.  In 1992,
Mr.  Magier  joined  Falcon  Cable  TV,  the  fifth largest cable company in the
country,  as  a  Regional  Controller  until  he left in 2000.  He then joined a
publicly  traded  internet  company,  Genesis Intermedia,  Inc.,  a  Delaware
corporation formerly known as GenesisIntermedia.com, Inc., as Controller of both
the  company  and  two of its subsidiaries until he joined Valcom, Inc. in 2002.
Mr.  Magier  does  not  hold  a  directorship  in  any  other reporting company.


Krishna  Swamy  Alladi-57
Director

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

                                       38
<PAGE>

Richard  Shintaku-54
Director

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


Section  16(a)  Compliance

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

                                       39

<PAGE>

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
                -------------------------------------------------

Each  director  is  elected  to  serve for a term of one (1) year until the next
annual  meeting  of  stockholders  or  until  a  successor  is  duly elected and
qualified.  There  are  no  family  relationships  among  directors  or  persons
nominated  or  chosen  by  the Company to become a director. The present term of
office  of each director will expire at the next annual meeting of stockholders.

During  the fiscal year ended September 30, 2003, the Board of Directors held 23
meetings.  No  director attended fewer than 75% of the total number of meetings.
Outside directors received no cash compensation for their services, however they
were  reimbursed  for  their  expenses associated with attendance at meetings or
otherwise incurred in connection with the discharge of their duties as directors
of  the  Company. No officer of the Company receives any additional compensation
for  his  services  as  a  director,  and the Company does not contribute to any
retirement,  pension,  or  profit  sharing  plans  covering  its  directors.

The  Board  of  Directors  has  two  committees,  the  Audit  Committee  and the
Compensation Committee.  The sole member of the Audit Committee is Krishna Swamy
Alladi.  As  of  September  30,  2003, the members of the Compensation Committee
were  Vince  Vellardita and Donald Magier.

                                       40

<PAGE>

ITEM  10  EXECUTIVE  COMPENSATION
---------------------------------

The  Summary  Compensation  Table  below sets forth all compensation paid to the
Company's  officers  and  directors  during the fiscal years ended September 30,
2003,  2002  and  2001.

<TABLE>
<CAPTION>

                                      SUMMARY COMPENSATION TABLE
                                      --------------------------
                                                                                 Long Term Compensation
                                                                                 ----------------------
                                              Annual  Compensation              Awards            Payouts
                                              --------------------              ------            -------
(a)                           (b)         (c)         (d)        (e)        (f)          (g)         (h)           (i)
                            --------  -----------  -----------  --------   ------      --------     -----          ---
<S>                           <C>         <C>         <C>        <C>        <C>          <C>         <C>           <C>
Name & Principle Position     Year      Salary      Bonus        Other     Restricted   Securities    LTIP        All
                                         ($)         ($)         ($)        ($)          (#)         ($)           ($)
--------------------------  --------  -----------  -----------  --------     ------       --------    -----       ---
Vince
Vellardita,
Chairman,
CEO &
President                     2001      130,000         *          *            *            *          *         *
--------------------------  --------  -----------  -----------  --------     ------       --------    -----      ---
                              2002      140,000         *          *            *            *          *         *
                            --------  -----------  -----------  --------     ------       --------    -----      ---
                              2003      140,000         *          *            *            *          *         *
                            --------  -----------  -----------  --------     ------       --------    -----      ---
Donald Magier,
Secretary,
Treasurer &                   2002      80,000          *          *            *            *          *         *
                            -------   -----------
Director                      2003     100,000          *          *            *            *          *         *
--------------------------  --------  -----------  -----------  --------     ------       --------    -----      ---
Ronald Foster,
Treasurer, Secretary,
Vice
President,
Director (1)                  2001     100,000         *          *        *        *        *     *    *         *
--------------------------  --------  -----------
                              2002     120,000         *          *        *        *        *     *    *         *
                            --------  -----------  -----------  --------  ------  --------  -----  ---
Wayne
Lepoff,
COO (2)
                              2001      120,000        *          *        *        *        *     *    *         *
                            --------  -----------

</TABLE>
*None

(1)     Mr.  Foster served as the Company's Treasurer, Secretary, Vice President
and  Director  during  the  fiscal  year  ended  September  30, 2002.  Effective
September  30, 2002, he resigned as an officer and director.  Effective November
1,  2002, the Board of Directors appointed Donald Magier as Treasurer, Secretary
and Director to replace Mr. Foster.

(2)     Mr.  Lepoff  served  as  the Company's Chief Operating Officer from June
2001  until  November  2001.

                                       41

<PAGE>

EMPLOYMENT  AGREEMENTS
----------------------
The  Company  is  a party to employment agreements with Vince Vellardita and
Donald P. Magier.

Vince  Vellardita

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


Donald  P.  Magier

The  Company entered into an Employment Agreement with Mr. Magier, the Company's
Controller,  effective  May  20,  2002.  The  term  of the Agreement is for five
years.  The  Board  of  Directors  may  terminate Mr. Magier's employment at any
time.  The  Agreement  shall  be  automatically  renewed for successive one-year
terms,  unless  either  party  gives  written notice of termination three months
prior  to  the  end  of  the term.  Effective January 2004, the Company pays Mr.
Magier  an  annual  salary  of  $110,000,  with  a $10,000 annual increase.  The
Agreement  requires  the  Company  to  grant  Mr.  Magier  50,000  shares of the
Company's  common  stock  each  year.  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.
Magier  from  engaging  in  any  activity  competitive  with  or  adverse to the
Company's  business  or  welfare  without  the  Company's prior written consent.

                                       42
<PAGE>

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

The  following  table  sets  forth,  as  of  September  30, 2003, the number and
percentage  of  shares  of  common stock owned of record and beneficially by any
"group"  (as that term is defined in Item 403 of Regulation S-B), person or firm
that  owns more than five percent (5%) of the Company's outstanding common stock
(the  Company's  only  class  of  voting  securities).


              48(a) Security Ownership of Certain Beneficial Owners

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

Vince  Vellardita                  1,566,749     Record  &        12.1%  Common
26030  Avenue  Hall                              Beneficial
Valencia,  California
91355

E-Blaster  International           3,000,000     Record  &        23.2%  Common
JL.  H.R.  Rasuna  Said  Kav.                    Beneficial
B-1  6th  Floor,
Jakarta,  12920
Indonesia  (2)

Radorm  Technology  Limited          567,824     Record  &         4.4%  Common
Jakarta,  12920                                  Beneficial
Indonesia  (2)

Great  Asian  Holdings  Ltd        2,110,422     Record  &        16.3%  Common
Jakarta,  12920                                  Beneficial
Indonesia  (2)

(1)  Includes  all  stock  held  either  personally  or  by  affiliates.

(2)  These three entities together comprise a "group" as defined in Item 403 of
Regulation  S-B.


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

The  following  table  sets  forth,  as  of  September  30, 2003, the number and
percentage  of the equity securities of the Company, its parent or subsidiaries,
owned  of  record or beneficially by each officer, director and person nominated
to  hold  such  office  and  by  all  officers  and  directors  as  a  group.

                                       43
<PAGE>

<TABLE>
<CAPTION>

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

Common                          Vince Vellardita                 1,566,749                12.10%
Common                          Donald Magier                      131,250                 1.00%
Common                          Krishna Swamy Alladi                50,000                 0.40%
Common                          Richard Shintaku                   350,000                 2.70%
                                                                   -------                 -----
Common                          All officers and directors       2,097,999                16.20%
                                as a group (4 people)
</TABLE>

(1)     Includes  all  stock  held  either  personally  or  by  affiliates.

(2)     Includes  ownership  of  record  and  beneficial  ownership.

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

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------
There are no family relationships among directors, executive officers or persons
chosen by the Company to be nominated as a director or appointed as an executive
officer  of  the  Company  of  any  of  its  affiliated  subsidiaries.

In connection with the Company's reverse merger with SBI Communications, Inc. in
or around February 2001, the Company acquired real property in Piedmont, Alabama
(the "Piedmont Property").  In September 2001, the Company sold this property to
Ronald  Foster,  its  Treasurer, Secretary, Vice President and Director, who was
also  the  majority stockholder of SBI Communications, Inc. prior to the reverse
merger.  The  Company  sold  the Piedmont Property to Mr. Foster for $1,200,000,
net of the mortgage and accrued expenses of $2,700,000 on the Piedmont Property.
The  bank  mortgage on the Piedmont Property was transferred to Mr. Foster.  Mr.
Foster  executed  a  Promissory  Note, dated September 30, 2001, in favor of the
Company  in the principal amount of $1,200,000 with interest at five percent per
year  and  all  principal  and  accrued interest due by September 30, 2002.  The
Promissory  Note was subordinated to the bank mortgage.  Mr. Foster defaulted on
the  bank  mortgage and the Promissory Note and has been unsuccessful at selling
the Piedmont Property.  In addition, there are unpaid taxes and insurance on the
Piedmont  Property.  Because  Mr.  Foster is in default on the bank mortgage and
has  been  unable  to  sell the Piedmont Property, the Company believes that the
collection  of  the  Promissory  Note is doubtful and has therefore reserved the
entire $1,260,000 in principal and accrued interest owing on the Promissory Note
as  of  September  30,  2002.  In  addition,  the  Company  has stopped accruing
interest  on  the  Promissory  Note.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

REPORTS  ON  FORM  8-K  FILED  DURING  THE FISCAL YEAR ENDED SEPTEMBER 30, 2003:

1.  February  19,  2003,  Valencia  Entertainment  was  placed  in  default  for
defaulting  on  its  monthly  payment under the Commercial Promissory Note.  The
Notice  of  Default  states  that  the Registrant owes $212,675.43, plus default
interest  at  three percent effective December 21, 2002 as of February 18, 2003.

2.  March  19, 2003, ValCom's Board of Directors accepted the resignation of two
Board  members,  Mr.  Steve  Weber  and Mr. David Weiner, effective immediately.

3.  April,  10,  2003,  The  Joint  Venture  Agreement  between ValCom and Woody
Fraser/Woody  Fraser  Productions, Inc. has been terminated and the parties have
resolved  and  settled  all  disputes.

4.  May  27,  2003,  ValCom  engaged  Kabani  &  Company, Inc., Certified Public
Accountants,  as  the  Registrant's  independent  accountants  to  report on the
Company's  consolidated  balance sheet as of September 30, 2003, and the related
consolidated  statements  of income, stockholders' equity and cash flows for the
year  then ended. The decision to appoint Kabani & Company, Inc. was approved by
ValCom's  Board  of  Directors.

                                       44
<PAGE>

ITEM  14.  DISCLOSURE  CONTROLS  AND  PROCEDURES

Evaluation  of  Disclosure  Controls  and  Procedures

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

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

     Effective  Disclosure  Controls
     -------------------------------

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

     Weaknesses  in  Disclosure  Controls
     ------------------------------------

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

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

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

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

                                       45

<PAGE>

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

Changes  in  Internal  Controls
-------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly  affect those controls since the most recent
evaluation  of  such  controls.  The  Company  intends  to  make  extensive
improvements,  as  outlined  above,  to  its  disclosure  controls.


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

                                  HEADQUARTERS
                                  ------------

VALCOM,  INC.
-------------

26030  Avenue  Hall
Studio  #5
Valencia,  California  91355

                                  SUBSIDIARIES
                                  ------------

VALENCIA  ENTERTAINMENT  INTERNATIONAL,  LLC
--------------------------------------------

26030  Avenue  Hall
Studio  #5
Valencia,  California  91355

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

26030  Avenue  Hall
Studio  #5
Valencia,  California  91355


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

Vince  Vellardita:  Chairman of the Board, President and Chief Executive Officer
Donald  P.  Magier:  Treasurer,  Secretary,  Controller  and  Director
Krishna Swamy  Alladi:  Director
Richard  Shintaku:  Director

                                    AUDITORS
                                    --------

Kabani  &  Company, Inc.
8700 Warner Ave., Suite #280
Fountain Valley, CA 92708



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

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

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

                                       46
<PAGE>

                                   SIGNATURES
                                   ----------

     In  accordance  with  Section  13  or 15(d) of the Exchange Act, the issuer
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated:  February  13,  2004                         VALCOM,  INC.,
                                   a  Delaware  corporation


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


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

Signature                    Title                                Date
---------                    -----                                ----

By: /s/Vince  Vellardita  Chief Executive Officer, President  February 13, 2004
    --------------------  Chairman  of  the  Board
    Vince  Vellardita


By: /s/  Donald P. Magier Treasurer, Controller               February 13, 2004
    --------------------- (principal  accounting  officer)
    Donald  P.  Magier    Secretary  and  Director


By:  /s/  Krishna Swamy  Alladi     Director                   February 13, 2004
     -------------------------
     Krishna Swamy  Alladi


By:  /s/  Richard  Shintaku         Director                   February 13, 2004
     ----------------------
     Richard  Shintaku

                                       47
<PAGE>
                                                                    EXHIBIT 99.1

                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Annual  Report  of  ValCom,  Inc.,  a  Delaware
corporation  (the "Company"), on Form 10-KSB for the period ending September 30,
2003,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, Vince Vellardita, the Company's Chief Executive Officer (the
"Officer"),  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes-Oxley  Act  of  2002,  that:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  Company's  financial  condition  and  results  of  operations.

Dated:  February  13,  2004

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

     In  connection  with  the  Annual  Report  of  ValCom,  Inc.,  a  Delaware
corporation  (the "Company"), on Form 10-KSB for the period ending September 30,
2003,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"),  I,  Donald  Magier,  the  Company's  Treasurer, Controller and
principal  accounting  officer  (the  "Officer"), certify, pursuant to 18 U.S.C.
Section  1350,  as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002,  that:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  Company's  financial  condition  and  results  of  operations.

Dated:  February  13,  2004



                         By:     /s/  Donald  P.  Magier
                                 -----------------------
                                 Donald  P.  Magier
                                 Treasurer,  Controller  and
                                 principal  accounting  officer

                                       48

<PAGE>

                                                                    EXHIBIT 99.2


                           CERTIFICATIONS PURSUANT TO
                         RULES 13A-14 AND 15D-14 OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Annual  Report  of  ValCom,  Inc.,  a  Delaware
corporation  (the "Company"), on Form 10-KSB for the period ending September 30,
2003,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, Vince Vellardita, the Company's Chief Executive Officer (the
"Officer"),  certify,  pursuant  to  Rule  13a-14  or  15d-14  of the Securities
Exchange  Act  of  1934,  as  amended,  that:

     (1)     The  Officer  has  reviewed  the  Report.

(2)     Based on the Officer's knowledge, the Report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by the Report.

     (3)     Based  on  the  Officer's  knowledge,  the financial statements and
other  financial  information  included  in  the  Report  fairly  present in all
material respects the Company's financial condition and results of operations as
of,  and  for,  the  periods  presented  in  the  Report.

     (4)     The  Officer  and  the  other  certifying  officer:

     (a)     Are  responsible  for  establishing  and  maintaining  "disclosure
controls and procedures," as that term is defined by the Securities and Exchange
Commission,  for  the  Company.

(b)     Have  designed  such  disclosure  controls and procedures to ensure that
material information relating to the Company is made known to them, particularly
during  the  period  in  which  the  periodic  Report  is  being  prepared.

          (c)     Have  evaluated  the effectiveness of the Company's disclosure
controls  and  procedures within 90 days prior to the filing date of the Report.

          (d)     Have  presented  in  the  Report  their  conclusions about the
effectiveness  of  the  disclosure controls and procedures based on the required
evaluation  as  of  that  date.

     (5)     The  Officer and the other certifying officer have disclosed to the
Company's  auditors  and  audit  committee of the board of directors (or persons
fulfilling  the  equivalent  function):

     (a)     All significant deficiencies in the design or operation of internal
controls,  as  that  term  is defined by the Securities and Exchange Commission,
which could adversely affect the Company's ability to record, process, summarize
and  report  financial  data  and have identified for the Company's auditors any
material  weaknesses  in  internal  controls;  and

     (b)     Any  fraud,  whether  or  not material, that involves management or
other  employees who have a significant role in the Company's internal controls.

                                       49

<PAGE>

     (6)     The  Officer and the other certifying officer have indicated in the
Report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  their evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.


Dated:  February  13,  2004



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


     In  connection  with  the  Annual  Report  of  ValCom,  Inc.,  a  Delaware
corporation  (the "Company"), on Form 10-KSB for the period ending September 30,
2003,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"),  I,  Donald  Magier,  the  Company's  Treasurer, Controller and
principal  accounting  officer (the "Officer"), certify, pursuant to Rule 13a-14
or  15d-14  of  the  Securities  Exchange  Act  of  1934,  as  amended,  that:

     (1)     The  Officer  has  reviewed  the  Report.

(2)     Based on the Officer's knowledge, the Report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by the Report.

     (3)     Based  on  the  Officer's  knowledge,  the financial statements and
other  financial  information  included  in  the  Report  fairly  present in all
material respects the Company's financial condition and results of operations as
of,  and  for,  the  periods  presented  in  the  Report.

     (4)     The  Officer  and  the  other  certifying  officer:

     (a)     Are  responsible  for  establishing  and  maintaining  "disclosure
controls and procedures," as that term is defined by the Securities and Exchange
Commission,  for  the  Company.

(b)     Have  designed  such  disclosure  controls and procedures to ensure that
material information relating to the Company is made known to them, particularly
during  the  period  in  which  the  periodic  Report  is  being  prepared.

          (c)     Have  evaluated  the effectiveness of the Company's disclosure
controls  and  procedures within 90 days prior to the filing date of the Report.

          (d)     Have  presented  in  the  Report  their  conclusions about the
effectiveness  of  the  disclosure controls and procedures based on the required
evaluation  as  of  that  date.

     (5)     The  Officer and the other certifying officer have disclosed to the
Company's  auditors  and  audit  committee of the board of directors (or persons
fulfilling  the  equivalent  function):

     (a)     All significant deficiencies in the design or operation of internal
controls,  as  that  term  is defined by the Securities and Exchange Commission,
which could adversely affect the Company's ability to record, process, summarize
and  report  financial  data  and have identified for the Company's auditors any
material  weaknesses  in  internal  controls;  and


                                       50

<PAGE>

(b)     Any  fraud,  whether  or not material, that involves management or other
employees  who  have  a  significant  role  in  the Company's internal controls.

     (6)     The  Officer and the other certifying officer have indicated in the
Report  whether or not there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  their evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.


Dated:  February  13,  2004



                         By:     /s/  Donald  P.  Magier
                                 -----------------------
                                 Donald  P.  Magier
                                 Treasurer,  Controller  and
                                 principal  accounting  officer

                                       51

<PAGE>