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

                                   FORM 10-QSB

                                   (Mark one)
           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   FOR THE FISCAL QUARTER ENDED MARCH 31, 2003

                         Commission file Number 0-28416
                                       or

          [  ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

==============================================================================
                              VALCOM,  INC.
       (Name  of  small  business  issuer  specified  in  its  charter)
==============================================================================
         Delaware                                      58-1700840
         --------                                      ----------
(State  or  other  jurisdiction  of                   (IRS  Employer
incorporation  or  organization)                  Identification  Number)


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

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

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

                          COMMON STOCK $0.001 PAR VALUE
                          =============================
                                (Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  YES  [  X  ]  NO  [  ]

As  of  March  31, 2003 the issuer had 12,120,833 shares of its $0.001 par value
common  stock  outstanding.



<PAGE>
                                  VALCOM, INC.

                                   FORM 10-QSB
                                      INDEX
                                                                       Page
PART  I.    FINANCIAL  INFORMATION

Item  1.    Condensed  Consolidated  Financial  Statements
            Condensed  Consolidated  Balance  Sheets  as  of
             March  31,  2003  (unaudited)                                3

            Condensed  Consolidated  Statements  of  Operations
             for  the  three  and  six  months  ended  March  31,  2003
             and  2002  (unaudited)                                       5

            Condensed  Consolidated  Statements  of  Cash  Flows
             for  the  six  months  ended  March  31,  2003  and
             2002  (unaudited)                                            7

            Notes  to  Condensed  Consolidated  Financial  State-
             ments  (unaudited)                                           8

Item  2.    Management's  Discussion  and  Analysis  of  Financial
             Condition  and  Results  of  Operations                     16

Item  3.    Disclosure  Controls  and  Procedures                        19

Part  II.   OTHER  INFORMATION

Item  1.    Legal  Proceedings                                           20

Item  2.    Changes  in  Securities                                      21

Item  3.    Defaults  Upon  Senior  Securities                           21

Item  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders  21

Item  5.    Other  Information                                           21

Item  6.    Exhibits  and  Reports  on  Form  8-K                        22

SIGNATURES                                                               22

Part  III.  EXHIBITS


                                       -2-

<PAGE>

PART  I.  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
                          VALCOM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                 MARCH 31, 2003


                                     ASSETS
                                     ------
Current  Assets:
Cash & cash equivalents                          $   39,670
Accounts  receivable,  net                           68,503
Other  receivables                                   85,574
Related  party  receivables,  net                     5,000
Note  receivable,  current                           67,311
                                                 -----------
Total  Current  Assets                              266,058

Property  and  equipment  -  net                 11,715,224
Prepaid development costs                           112,884
Deferred  financing  costs                          214,140
Deposits  and  other  assets                         40,288
Note  receivable,  long-term                         13,968
                                                ------------
Total  Assets                                 $  12,362,562
                                                ============


See  accompanying  notes  to  the  condensed  unaudited  consolidated  financial
statements

                                       -3-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                  (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current  Liabilities:
Accounts  payable                                   $   521,517
Accrued  interest                                       421,790
Accrued  expenses                                       209,750
Due  to  related  parties,  current portion             157,559
Notes  payable                                        7,929,253
Preferred  stock  payable                                12,600
                                                    -----------
Total  Current  Liabilities                           9,252,469
Due  to  related  parties,  net of current portion       40,000

                                                    -----------
Total  Liabilities                                 $  9,292,469
                                                    -----------

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;  1,780,000
shares  issued  and  outstanding,                         1,780
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,  12,120,833
shares  issued  and  outstanding                         12,121

Additional  paid-in  capital                         13,199,723

Deferred compensation                                  (291,702)

Accumulated  deficit                                 (9,829,595)

Treasury  stock,  at  cost (35,000 shares)              (23,522)
                                                    -----------
Total  Stockholders'  Equity                          3,070,093
                                                    -----------
Total  Liabilities  and  Stockholders'  Equity      $12,362,562
                                                    ===========


See  accompanying  notes  to  the  condensed  unaudited  consolidated  financial
statements
                                       -4-


<PAGE>
                                     ------
                          VALCOM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



Three  months  ended
 March  31,
                                       2003          2002
                                       ----          ----
Revenue
  Rental                            $   459,372  $  1,069,148
  Production                             80,077       537,039
  Other                                  (1,809)            -
                                     ----------    ----------
      Total  Revenue                    537,640     1,606,187
                                     ----------     ----------
Cost  and  Expenses:
  Production                             64,693       381,742
  Selling  and  promotion                 2,051        24,028
  Depreciation  and  amortization        88,535        82,428
  General  and  administrative          982,107       648,537
                                     ----------    ----------
      Total  Costs  and  Expenses     1,137,386     1,136,735
                                     ----------     ----------
Operating  (loss)  Income              (599,746)      469,452

Other  Income  (Expense):
    Interest  expense,  net            (396,575)     (249,778)
    Gain  on  sale  of  assets           19,642             -
    Other  income                        50,000             -
                                     ----------     ----------
      Total  Other  Expense            (326,933)     (249,778)
                                     ----------    ----------
Net  (loss)  income                 $  (926,679)   $  219,674
                                      ==========    ==========

Net  (loss)  income  per  common  share
      Basic  and  diluted            $    (0.08)   $     0.02
                                      ==========    ==========
Weighted  Average  Shares
Outstanding:
      Basic  and  diluted            11,816,467     9,757,649
                                     ==========    ===========


See  accompanying  notes  to  the  condensed  unaudited  consolidated  financial
statements
                                       -5-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



                                      Six  months  ended
                                           March  31,
                                       2003        2002
                                       ----        ----
Revenue
  Rental                          $  1,023,027  $  1,955,620
  Production                           202,969     3,356,278
  Other                                 76,573             -
                                     ----------   ----------
      Total  Revenue                 1,302,569     5,311,898
                                     ----------   ----------
Cost  and  Expenses:
  Production                           255,716     2,922,632
  Selling  and  promotion               14,468        42,113
  Depreciation  and  amortization      176,275       134,840
  General  and  administrative       2,065,744     1,524,107
                                    ----------    ----------
      Total  Costs  and  Expenses    2,512,203     4,623,692
                                     ----------   ----------
Operating  (loss)  Income           (1,209,634)      688,206

Other  Income  (Expense):
    Interest  expense,  net           (571,413)     (419,315)
    Gain  on  sale  of  assets          27,642          -
    Other  income                       50,000          -
                                     ----------  ----------
      Total  Other  Expense           (493,771)     (419,315)
                                     ----------  ----------
Net  (loss)  income                $(1,703,405)   $  268,891
                                     ==========   ==========

Net  (loss)  income  per  common  share
      Basic  and  diluted           $    (0.14)  $     0.03
                                     ==========  ==========
Weighted  Average  Shares
Outstanding:
      Basic  and  diluted           11,487,280    9,486,795
                                    ==========  ===========


See  accompanying  notes  to  the  condensed  unaudited  consolidated  financial
statements

                                       -6-

<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                         Six  Months  ended
                                                             March  31,
                                                       2003             2002
                                                       -----            -----
Operating  Activities:
Net  (loss)  income                              $  (1,703,405)   $    268,891
Adjustments  to  reconcile  net  (loss)  income
to  net  cash  used  in  operating  activities:
    Depreciation  and  amortization                    176,275         134,840
    Bad  debt  expense                                  70,313               -
    Gain  on  sale  of  fixed  assets                  (27,642)              -
    Stock  issued  for  services                       133,876          56,088
    Stock  issued  for  compensation                    36,475               -

Changes  in  assets  and  liabilities:
    Receivables                                      (  14,952)       (144,601)
    Prepaid  expenses                                (  31,952)              -
    Other  assets                                      195,897               -
    Deferred  Compensation                             112,846               -
    Accounts  payable  and  accrued  expenses          549,904         123,820
    Production  deposits                                     -        (765,774)
    Deposits                                            (  875)         (2,669)
                                                     ----------     -----------
Net  Cash  used  by  Operating Activities           (  503,240)       (329,405)
                                                     ----------     -----------
Investing  Activities:
    Acquisition  of  fixed  assets                      (3,899)      (  67,490)
    Notes  receivable  payments                          55,179         115,000
    Proceeds  from  sale  of  fixed  assets              50,159               -
                                                    -----------     -----------
Net  Cash  Provided  by  Investing  Activities          101,439          47,510
                                                    -----------     -----------
Financing  Activities:
    Principal  borrowings  on  notes                    234,463          16,740
    Principal  repayments  on  notes                   (107,827)              -
    Loans  payable                                            -        (  1,888)
    Due  to  related  party                             (28,539)              -
                                                     -----------     -----------
Net  Cash  provided by  Financing Activities             98,097          14,852
                                                    -----------     -----------
Net  decrease  in  Cash & cash equivalents             (303,704)       (267,043)
Cash & cash equivalents at  beginning  of  period       343,374         420,857
                                                    -----------     -----------
Cash and cash equivalents at  end  of  period       $    39,670     $   153,814
                                                    ===========     ===========
Supplemental  disclosure  of  cash  flow  information:
    Interest  paid                                  $   193,250     $   384,968
                                                    ===========     ===========
    Income  taxes  paid                             $         0     $         0
                                                    ===========     ===========
Supplemental  disclosure  of  non  cash  investing
and  financing  activity:
    26,400  shares  of  common  stock  issued  for
    retirement  of  debt                            $     3,870     $   132,797
                                                   ============    ============


See  accompanying  notes  to  the  condensed  unaudited  consolidated  financial
statements
                                       -7-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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  (see  note  5).

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

e)  Magazine  publication  -  Operating  under  the name Brentwood Magazine, the
Company  derived  advertising  revenues  from  the  publishing  of  a  southern
California  magazine  covering  entertainment,  business,  luxurious lifestyles,
travel  and  fashions. 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.  The  Company  is  still  in  process of consummating  the  transaction.

BASIS  OF  PRESENTATION
-----------------------
The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information  and  with the instructions to Form 10-QSB.  Accordingly,
they  do  not include all of the information and footnotes required by generally
accepted  accounting  principles  for  complete financial statements and related
notes  included  in  the  Company's  Form  10-KSB.

The  audited consolidated financial statements of the Company for the year ended
September  30,  2002  were  filed  on  February 19, 2003 with the Securities and
Exchange  Commission  and  are hereby referenced.  In the opinion of management,
the  accompanying  unaudited  consolidated  financial  statements  contain  all
adjustments  (consisting only of normal recurring accruals) considered necessary
for fair presentation has been included. The results of operations for the three
months and six months ended March 31, 2003 are not necessarily indicative of the
results  to  be  expected  for  the  entire  year.

PRINCIPLES  OF  CONSOLIDATION
-----------------------------
The  consolidated  financial statements include the accounts of ValCom, Inc. and
three  wholly-owned  subsidiaries,  Valencia  Entertainment  International, LLC,
which  was  acquired  effective  February  2001, Half Day Video, Inc., which was
acquired  effective  March  2001  and  PTL  Productions,  Inc.,  (dba  Brentwood
Magazine)  which  was acquired in August 2002 (See Note 4). 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.

                                      -8-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  of America
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  consolidated  financial  statements and the
reported  amounts  of  revenue  and expenses during the reporting period. Actual
results  could  materially  differ  form  those  estimates.

CONCENTRATIONS  AND  CREDIT  RISK
---------------------------------
The  Company  has  two  customers  who  accounted for approximately 99% of total
rental  revenues for the six months ended March 31, 2003.  As of March 31, 2003,
five  sound and production stages were under non-cancelable operating leases for
one  year  from  a  major  production  company.

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
---------------------------------------
The  carrying  value of cash, receivables and accounts payable approximates fair
value  due  to  the  short  maturity of these instruments. The carrying value of
short  and  long-term  debt  approximates  fair  value  based on discounting the
projected  cash flows using market rates available for similar instruments. None
of  the  financial  instruments  are held for trading purposes.  As of March 31,
2003,  accounts receivable is reported net of a $25,930 allowance for bad debts.

GOING  CONCERN
--------------
The  Company's  condensed consolidated financial statements as of March 31, 2003
and  for  the  three  and  six  months  then ended have been prepared on a going
concern  basis,  which contemplates the realization of assets and the settlement
of  liabilities in the normal course of business.  The Company had a net loss of
$926,679 and $1,703,405 and a negative cash flow from operations of $503,240 for
the  six  months  ended  March  31,  2003,  and  a working capital deficiency of
$8,986,411  and an accumulated deficit of $9,829,595 at March 31, 2003. On April
7,  2003,  Valencia  Entertainment  International,  LLC,  a  California  limited
liability  company and the Registrant's subsidiary filed 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).  These  conditions  raise  substantial  doubt about the Company's ability to
continue  as  a  going  concern.

On  January  14,  2003,  the  Company's  subsidiary,  Valencia  Entertainment
International,  LLC,  entered  into  an Exclusive Sales Listing Agreement with a
commercial real estate broker to sell the real property serving as the Company's
headquarters  located  at  26030  Avenue  Hall  in  Valencia,  California.  The
Exclusive  Sales  Listing  Agreement  lists  the  property  at $11,850,000.  The
Exclusive  Sales
Listing  Agreement  requires  Valencia Entertainment International, LLC to pay a
commission  to  the  broker  of  four  percent  of  the  gross
sales  price  if  the  broker  sells  the real property.  The Company intends to
engage  in  a  sale-leaseback  transaction  with respect to its real property to
generate  funds  for working capital and payment of debts.  However, there is no
assurance  that  the Company's property will be sold or that it will be sold for
$11,850,000  or  on  terms  otherwise  favorable  to  the  Company.

On  February 13 and 19, 2003, Notices of Default were filed with the Los Angeles
County  Recorder  by  the  first  and second trust deed holders of the Company's
subsidiary,  Valencia  Entertainment  International, LLC's commercial promissory
note  against  its  real  property.  On  February  27,  2003, a judge of the Los
Angeles  Superior Court appointed a receiver over the real property on behalf of
the  first  trust  deed  holder.

                                      -9-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company's subsidiary, Valencia Entertainment International, LLC, is actively
negotiating  to  lease  several  of  the  Company's  vacant production stages to
production companies that produce television series and motion pictures.  If the
production  companies  sign  leases  for  production  stages,  the  Company will
recommend  that the production companies rent production equipment and personnel
from  Half  Day  Video,  Inc.,  another Company subsidiary.  Thus, the Company's
synergistic  relationship  with  Half  Day Video, Inc. may enable it to possibly
enhance  its  revenue-generation.

The  Company  anticipates  that  its  proposed sale-leaseback of its studio real
estate,  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, (3) reducing the number of its employees
or  (4)  selling  unused property and equipment.

RECENT  PRONOUNCEMENTS

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.
The  adoption  of  SFAS  144  does  not  have a material effect on the Company's
earnings  or  financial  position.

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  Company's  earnings  or  financial  position.

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 EITF 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  provisions of this statement are
effective  for exit or disposal activities that are initiated after December 31,
2002  with  earlier  application  encouraged.  The adoption of SFAS 146 does not
have  a  material  effect  on  the  Company's  earnings  or  financial position.

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 does not have a
material  effect  on  the  Company's  earnings  or  financial  position.

                                      -10-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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  FIN45 does not have a material effect on the Company's
financial  position,  results  of  operations,  or  cash  flows.

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  adoption  of SFAS 148 does not have a material
effect  on  the  Company's  earnings  or  financial  position.

On  April  30,  the  FASB  issued FASB Statement No. 149 (FAS 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 (FAS 133),
Accounting  for  Derivative  Instruments  and  Hedging  Activities. FAS 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.  FAS 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, the Financial Accounting Standards Board (FASB) issued FASB Statement
No.  150  (FAS  150),  Accounting  for  Certain  Financial  Instruments  with
Characteristics  of  both Liabilities and Equity. FAS 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, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 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)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 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 FAS 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.

RECLASSIFICATION
----------------

Certain  prior  period  amounts have been reclassified to conform to the current
period's  presentation.


NOTE  2  NET  INCOME  (LOSS)  PER  SHARE
----------------------------------------

The  Company's net income (loss) per share was calculated using weighted average
shares  outstanding  of  11,816,467  and 11,487,280 for the three and six months
ended  March  31,  2003 and 9,757,649 and 9,486,795 for the three and six months
ended  March  31,  2002,  respectively.  Although  convertible  preferred stock,
convertible  debt,  and  warrants  are  common  stock  equivalents, they are not
included  in the calculation of diluted earnings per share as their effect would
be  anti-dilutive  or their conversion price was greater than the average market
price  of  the  Company's  common  stock.
                                      -11-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE  3  NOTE  RECEIVABLE  -  RELATED  PARTY
--------------------------------------------

At  March  31, 2003, related party receivables, net represents $5,000 due from a
former  officer  of  the  Company.  The  amount  due  is  due  on  demand.


NOTE  4  SEGMENT  INFORMATION
-----------------------------

                  Studio     Studio Equip    Film & TV    Magazine
                  Rental        Rental       Production   Publication     Total
               ------------   ------------  ------------  -----------     -----
As  of  and  for  the  six  months  ended  March  31, 2003
                                                      ----
Revenues       $  998,426    $  227,570       $      0   $  76,573  $ 1,302,569
Operating  loss  (915,122)      (42,043)      (144,926)   (107,543)  (1,209,634)
Total  Assets  12,094,507       267,453              0         602   12,362,562

Depreciation
And Amortization  151,275        25,000              0           0      176,275

2002
----
Revenues      $ 2,334,305    $  560,329   $  2,417,264   $       0  $ 5,311,898

Operating
(Loss) Income     293,970       (71,624)       465,860           0      688,206
Total  Assets  13,698,885       523,292         56,415           0   14,278,592

Depreciation
and Amortization  110,340        24,500              0           0      134,840


NOTE  5  LITIGATION
-------------------

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 ("Valencia"), 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 that cause has been dismissed with
prejudice.  Valencia  became a distributor for A.J. Time Travelers, Inc. but not
until  four  years  after  the alleged wrongdoing occurred. Therefore management
believes  it  should  not  be  a  party  to this action. The complaint now seeks
damages  in  the amount of $4.2 million, together with interest from the date of
entry  of  prior  judgement.  The  trial  date  is  currently  October 27, 2003.
Discovery in the case is currently ongoing. The parties have exchanged documents
and  written  responses  to discovery. Plaintiffs have been diposed, but none of
the  defendants  has  yet  been  deposed. The Company filed a motion for summary
judgement  seeking  dismissal of claims against it. There are no accruals in the
accompanying  consolidated  financial  statements  for  this matter. The Company
believes  the allegations are without merit and intends to vigorously defend it.
In  addition, a related party has agreed to indemnify the Company if the company
sustains  any  loss  in  this  case.

Further,  Plaintiffs'  second  cause  of action concerning malicious prosecution
alleged  alter-ego liability.  Plaintiffs alleged that Ricky Rocket Enterprises,
Inc.  and  AJ  Time  Travelers,  Inc.  filed a cross complaint in the underlying
litigation  without  any  probable  cause and for an improper motive or purpose.
Plaintiffs  similarly  alleged  that  the Company and other defendants are alter
egos of that Ricky Rocket Enterprises, Inc. and AJ Time Travelers, Inc. and are,
therefore, liable for such malicious prosecution.  Plaintiffs sought unspecified
compensatory  and punitive damages under this cause of action.  The parties have
executed  a settlement agreement resolving the second cause of action at no cost
to  the  Company.  The  court  has  dismissed  the  second  cause of action with
prejudice.
                                      -12-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On  November  26,  2001,  Valencia  Entertainment  International,  LLC  filed  a
complaint  alleging  a  breach  of  contract,  conversion,  intentional
misrepresentation and negligent misrepresentation.  On March 28, 2002, Tri-Crown
Productions,  Inc.  filed  a  Cross-Complaint  against  Valencia  Entertainment
International, LLC, ValCom, Inc., Valencia Entertainment International, LTD. and
Vince  Vellardita,  seeking  $50,000 in specified damages, for breach of written
contract, breach of oral contract, quantum meruit, unjust enrichment, conversion
and  replevin.  The  dispute  involves  the  ownership  of certain equipment and
claims  of non-payment for services rendered.  Each side seeks return of certain
equipment  and  damages  for  non-payment of the services rendered.  The parties
executed  a  settlement  agreement on January 15, 2003 resolving this dispute in
full.

On  October  30, 2002, Coffin Communications Group, Inc. filed a lawsuit against
the  Company  for  breach  of  a  public  relations  consulting contract. Coffin
Communications  Group,  Inc.  seeks  monetary damages in the amount of $197,000,
plus punitive damages. The Company estimates the potential loss from the lawsuit
to  be between $5,000 and $70,000 and has accrued $40,000 for the potential loss
at  March  31,  2003.  The  Company  will vigorously defend itself against these
claims.

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  Company  disputes  liability  and  is vigorously defending the claims.  The
matter  is  not  yet at issue and no discovery has yet taken place.  There is no
accrual  relating  to this matter in the accompanying consolidated balance sheet
at  March  31,  2003.

On  January 1, 2001, ValCom, Inc. ("ValCom"), Woody Fraser Productions, Inc. and
Woody  Fraser  (collectively,  "WFP") entered into a Joint Venture Agreement for
the  purpose of developing and producing various television projects.  In August
2002, a dispute between ValCom and WFP arose out of the Joint Venture Agreement.
On  February  10,  2003,  ValCom  and  WFP began to arbitrate the dispute and on
February 11, 2003, ValCom and WFP attempted to resolve the dispute in mediation.
The  parties resolved the dispute and have finalized a settlement agreement with
the  following  terms:

     -    ValCom received an undisclosed settlement.

     -    ValCom is no longer liable for the fee's due WFP for the remaining 2
          years of the Joint Venture.

     -    WFP will exclusively rent facilities of ValCom for three years, which
          can be extended for two additional years. Additionally, WFP will
          receive a 10% discount on all gross rentals from each facility's
          contract generated.


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  6  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.
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. There have been no dividends
declared  by  the  Board  of  Directors  for  any  of  the Series of convertible
Preferred  Stock  for  the  fiscal  year  ended  September  30,
2002.
                                      -13-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 March 31, 2003, 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.

In  connection  with  the  acquisition  of  PTL Productions, Inc. (dba Brentwood
Magazine),  the Company was to issue 400,000 shares of Series C preferred stock,
convertible  1  for  1  into common shares. The Value of the preferred stock was
$252,000  or  $.63 per share based on the value of the Company's common stock on
the  date  of acquisition. On December 6, 2002 the Company issued 380,000 shares
of  Series  C  Preferred  Stock valued at $239,400. The par value of the 380,000
shares  of  Series C Preferred Stock ($380) is included in preferred stock while
the  remaining  value  ($239,020) is included in additional paid-in-capital. The
value  of  the remaining 20,000 shares of $12,600 still to be issued is included
in  preferred  stock payable in the accompanying balance sheet. 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,  Inc.  (dba  Brentwood  Magazine)  and  sell  PTL
Productions,  Inc.  back to the seller. In connection with the sale, the Company
will receive back 200,000 shares of its Series C Preferred Stock and $300,000 of
trade  credit.  As  of  March  31, 2003 the terms of the sell back have not been
consummated  and the Company is not operating PTL Productions, Inc. As a result,
accompanying  condensed  consolidated  financial  statements  do not include the
recording  of  disposal  of PTL Productions, Inc. The Company contemplates legal
action  to  retain  PTL  Productions,  Inc.  due  to  the  breach  (See Note 8).

 (B)  COMMON  STOCK
-------------------
During the six months ended March 31, 2003, the Company issued 845,000 shares of
common  stock  in  lieu  of  compensation  for  legal  and  consulting  services
performed.  The  value  of  the  legal and consulting services performed totaled
approximately  $133,876,  which was computed based upon the market prices of the
common  stock  on  the  applicable  payment  dates.

During the six months ended March 31, 2003, the Company issued 237,500 shares of
common  stock in lieu of compensation, salaries and bonuses to employees.  Total
value of the compensation, salaries and bonuses was approximately $36,475, which
was  computed based upon the market prices of the common stock on the applicable
payment  dates.

During  the six months ended March 31, 2003, the Company issued 26,400 shares of
common  stock  in  lieu of debt retirement.  Total value of the debt retired was
approximately  $3,870,  which  was  computed based upon the market prices of the
common  stock  issued  on  the  applicable  payment  dates.


(C)  NON-QUALIFIED  STOCK  OPTIONS
----------------------------------
During  the  three months ended December 31, 2002, the Company issued options to
consultants  to  purchase  650,000  shares  of  the Company's common stock.  The
options were valued using the Black-Scholes pricing model and resulted in $3,660
of  consulting  expense  and  $139,176  of  deferred  compensation expense.  The
options  expire  from  October  29, 2005 through October 29, 2012.  The exercise
price  and fair value of the options are $.001 and $.22 per share, respectively.
During  the  three months ended March 31, 2003, the Company cancelled all of the
options  issued.  None  of  the  options  had  been  exercised.


NOTE  7  DEBT
-------------

During  the six months ended March 31, 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  six  months  ended  March 31, 2003 totaled $3,818, which was computed based
upon  terms  stipulated  in  the  applicable  convertible  notes  (see  note 6).

                                      -14-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
   NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  8  SUBSEQUENT  EVENTS
---------------------------

On January 18, 2003, the Company entered into a Memorandum of Understanding with
PTL  Productions, Inc. (dba Brentwood Magazine) to cancel the Agreement and Plan
of  Reorganization  dated August 2, 2002, pursuant to which the Company acquired
PTL  Productions,  Inc.  (dba Brentwood Magazine) and sell PTL Productions, Inc.
(dba  Brentwood  Magazine) back to the seller.  In connection with the sale, the
Company  will  receive  back  200,000 shares of its Series C Preferred Stock and
$300,000  of  trade credit. As of March 31, 2003 the terms of the sell back have
not been consummated and the Company is not operating PTL Productions, Inc.  The
Company  contemplates  legal  action  to retain PTL Productions, Inc. due to the
breach.

Bankruptcy

On  December  22,  1999,  Valencia  Entertainment  International,  LLC,  a
California  limited  liability  company  and the Company's subsidiary ("Valencia
Entertainment"),  entered into a loan transaction with First Fidelity Investment
and  Loan,  the  predecessor-in-interest of Hawthorne Savings, F.S.B., a federal
savings bank ("Hawthorne Savings"), evidenced by a Commercial Promissory Note in
the  original principal amount of $6,000,000.  The Commercial Promissory Note is
secured  by  a  Deed of Trust, Assignment of Rents, Security Agreement & Fixture
Filing (the "Deed of Trust") with respect to real property with a street address
of  26030  Avenue  Hall and 28343 Avenue Crocker, Valencia, California, owned by
Valencia  Entertainment  (the  "Real Property"), with a 90-day right to cure the
default.  On  December  30,  1999,  Hawthorne Savings recorded the Deed of Trust
with  the  Los  Angeles  County  Recorder.

Valencia  Entertainment  was  placed  in  default  on  February  19,  2003  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.

On  February  26,  2003, Valencia Entertainment received a Notice of Default and
Election  to  Sell  Under  Deed of Trust from Hawthorne Savings. On February 13,
2003,  Hawthorne Savings filed the Notice of Default with the Los Angeles County
Recorder.

On  February  27,  2003, Hawthorne Savings filed an Ex Parte Application for the
Appointment  of  a  Receiver  and  for Issuance of a Temporary Restraining Order
Pending  Order to Show Cause, or Alternative Relief in Case No. BC 291002 in the
Superior  Court  of  the  State  of  California,  County of Los Angeles, Central
District.  On  February  27,  2003,  Hawthorne  Savings  also  filed  a Verified
Complaint  for  Specific Performance of Provisions of Deed of Trust and Absolute
Assignment  of  Rents  and  Leases  for  the Appointment of Receiver; Injunctive
Relief  Pending Receiver Taking Possession and Control of Property; and Judicial
Foreclosure  of Deed of Trust. Valencia Entertainment has a 90-day right to cure
the  default.  The  Company  plans  to  cure  the  default on or by May 19, 2003
through on going business and receivable collections.  The Company may also sell
a  portion  or  all  of  its  assets to cure their default, recognizing that the
company's  equity  is  substantially  higher  than  its  default.

On  February  27,  2003,  a Judge of the Los Angeles Superior Court signed an Ex
Parte  Order  Appointing  Receiver  and  Order  to  Show  Cause  and  Temporary
Restraining  Order  - Rents, Issues, and Profits appointing Kenneth A. Krasne of
Krasne  &  Company Res, Inc. as the receiver over the Real Property. As of March
31,  2003,  the  receiver  had received $37.157 in rental payments from Valencia
Entertainment's  tenants,  which  sum  will  be  credited toward the amount that
Valencia  Entertainment  owes  Hawthorne  Savings.

On  April  7,  2003,  Valencia  Entertainment  International,  LLC, a California
limited  liability  company  and  the  Company's  subsidiary  filed  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.  The  Company contemplates reorganization subject to the Company
being able to enter in to new multi-year lease agreements with third parties for
use  of  all of the eight sound stages and obtain refinaincng of the real estate
debts  or  sell  the  property  with  leaseback.  On  May  12, 2003, the Company
requested  that  the  court  set  a claims filing deadline for the earliest date
possible.

                                      -15-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

INTRODUCTION

 PLAN  OF  OPERATION

As  of March 31, 2003, ValCom, Inc. operations were comprised of four divisions:
(1)  Studio  Rental,  (2)  Studio  Equipment and Personnel Rental, (3) Broadcast
Television  and  (4)  Film  and  Television  Production.

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

The  Company's  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.  Valencia  Entertainment  International, LLC leases the other two sound
stages.  Valencia Entertainment International, LLC has a one-year, written lease
with  a  major  production  company,  which leases three of the sound stages and
subleases  two of the sound stages. Beginning June 2003, the Company 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.  As  a  result  of additional equipment purchases and increased activity,
from  both  internal  and  external  sources, we anticipate that Half Day Video,
Inc.'s  revenues  should  increase  significantly.

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  (See  Note  5).

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.
We plan 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.

PUBLISHING
----------

In  August,  2002,  the  Company  acquired  PTL  Productions, Inc. dba Brentwood
Magazine, which publishes a Southern California entertainment magazine which 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.  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, Inc. dba
Brentwood Magazine and sell PTL Productions, Inc. back to the seller. See Note 8
(Subsequent  Events)  to  the  Condensed  Consolidated  Financial  Statements.

                                      -16-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  MARCH  31,  2003  VS.  MARCH  31,  2002
-------------------------------------------------------------

Revenues  for  the  three months ended March 31, 2003 decreased by $1,068,547 or
66.5%  from  1,606,187 for the three months ended March 31, 2002 to $537,640 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. The Company lost a significant
sound  stage rental customer who had occupied three of the Company's eight sound
stages.  However,  the  Company  has  leased  the  available  sound  stage space
beginning  June  2003  and  as  part  of  the  Woody  Fraser  Productions,  Inc.
arbitration  settlement,  the Company will generate substantial revenues from an
exclusive three-year facilities contract for its Half Day Video, Inc. subsidiary
or  its  studio  rental  division.

Production costs for the three months ended March 31, 2003 decreased by $317,049
or  83.1% from $381,742 for the three months ended March 31, 2002 to $64,693 for
the  same  period in 2002.  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 three months ended March 31, 2003 decreased
by  $21,977  or  91.5% from $24,028 for the three months ended March 31, 2002 to
$2,051  for  the  same  period  in  2002.  The decrease was due principally to a
decrease  in  travel  expenses.

Depreciation  and amortization expense for the three months ended March 31, 2003
increased  by  $6,107  or 7.4% from $82,428 for the three months ended March 31,
2002  to  $88,535 for the same period in 2003.  The increase in depreciation and
amortization  expense  is  a result of additional tangible and intangible assets
being  depreciated.

General  and  administrative  expenses for the three months ended March 31, 2003
increased  by  $333,570  or 51.4% from $648,537 for the three months ended March
31,  2002  to  $982,107  for  the  same  period  in  2003.  The increase was due
principally  to  increased  personnel  costs, legal and accounting fees, outside
services  and  consulting  fees,  bad  debt  expense  and  property  taxes.

Interest expense for the three months ended March 31, 2003 increased by $146,797
or 58.8% from $249,778 for the three months ended March 31, 2002 to $396,575 for
the  same  period  in  2003.  The  increase  was  due principally to interest on
additional  debt.

Other income for the three months ended March 31, 2003 increased by $69,642 from
0  for  the  three  months  ended March 31, 2002. The increase was due to a gain
recognized  from  the  sale  of  fixed  assets  and  an  arbitration settlement.

Due  to the factors described above, the Company incurred a net loss of $926,679
for the three months ended March 31, 2003 compared to net income of $219,674 for
the  same  period  in  2002.


SIX  MONTHS  ENDED  MARCH  31,  2003  VS.  MARCH  31,  2002
-----------------------------------------------------------

Revenues  for  the  six  months  ended March 31, 2003 decreased by $4,009,329 or
75.5%  from  5,311,898 for the six months ended March 31, 2002 to $1,302,569 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. The Company lost a significant
sound  stage rental customer who had occupied three of the Company's eight sound
stages.  However,  the  Company  has  leased  the  available  sound  stage space
beginning  June  2003  and  as  part  of  the  Woody  Fraser  Productions,  Inc.
arbitration  settlement,  the Company will generate substantial revenues from an
exclusive three-year facilities contract for its Half Day Video, Inc. subsidiary
or  its  studio  rental  division.

Production costs for the six months ended March 31, 2003 decreased by $2,666,916
or 91.3% from $2,922,632 for the six months ended March 31, 2002 to $255,716 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 six months ended March 31, 2003 decreased by
$27,645 or 65.6% from $42,113 for the six months ended March 31, 2002 to $14,468
for  the same period in 2003.  The decrease was due principally to a decrease in
travel  expenses.

Depreciation  and  amortization  expense for the six months ended March 31, 2003
increased  by  $41,435 or 30.7% from $134,840 for the six months ended March 31,
2002  to $176,275 for the same period in 2003.  The increase in depreciation and
amortization  expense  is  a result of additional tangible and intangible assets
being  depreciated.
                                      -17-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

General  and  administrative  expenses  for  the six months ended March 31, 2003
increased  by  $541,637  or 35.5% from $1,524,107 for the six months ended March
31,  2002  to  $2,065,744  for  the  same  period in 2003.  The increase was due
principally  to  increased  personnel  costs, legal and accounting fees, outside
services  and  consulting  fees  and  bad  debt  expense.

Interest  expense  for the six months ended March 31, 2003 increased by $152,098
or  36.3%  from $419,315 for the six months ended March 31, 2002 to $571,413 for
the  same  period  in  2003.  The  increase  was  due principally to interest on
additional  debt.

Other income for the six months ended March 31, 2003 increased by $77,642 from 0
for  the  six  months  ended  March  31,  2002.  The  increase was due to a gain
recognized  from  the  sale  of  fixed  assets  and  an  arbitration settlement.

Due  to  the  factors  described  above,  the  Company  incurred  a  net loss of
$1,703,405  for  the  six  months ended March 31, 2003 compared to net income of
$268,891  for  the  same  period  in  2002.

FUTURE  OUTLOOK
---------------

The  sale  of PTL Productions, Inc. dba Brentwood Magazine back to the seller is
not  expected  to have a significant impact on the Company's revenues or losses.
For the six months ended March 31, 2003, PTL Productions, Inc. generated $76,573
or 5.9% of the Company's total sales, while contributing $107,650 or 6.3% of the
Company's  net  loss.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's  condensed  consolidated  financial statements have been prepared
assuming  that  the  Company will continue as a going concern. The Company has a
net  loss of $1,703,405 and a negative cash flow from operations of $503,240 for
the  six  months  ended  March  31,  2003,  and  a working capital deficiency of
$8,986,411  and  an  accumulated  deficit of $9,829,595 at March 31, 2003. These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.

Cash  totaled  $39,670  on March 31, 2003, compared to $343,374 at September 30,
2002.  During  the  six  months ended March 31, 2003, net cash used by operating
activities  totaled  $503,240  compared to $329,405 for the comparable six month
period in 2002.  A significant portion of operating activities included payments
for  accounting  and  legal  fees,  salaries  and  rent.

Net  cash  provided  by  financing activities for the six months ended March 31,
2003  totaled  $98,097  compared  to cash used of $14,852 for the comparable six
month  period in 2002.  Net cash provided by investing activities during the six
months  ended  March  31,  2003  totaled $101,439 compared to $47,510 during the
comparable  prior year period due principally to proceeds from the sale of fixed
assets.

The  above  cash  flow activities yielded a net cash decrease of $303,704 during
the  six  months  ended March 31, 2003 compared to a decrease of $267,043 during
the  comparable  prior  year  period.

Net  working  capital  (current  assets less current liabilities) was a negative
$8,986,411  as  of March 31, 2003 compared to $999,538 as of September 30, 2002.
The  Company will need 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.  Long-term  debt  as  of  March 31, 2003 and September 30, 2002 was
$9,252,469  and  $6,702,593  and  related  primarily to the Company's owned real
estate.

On  January  14,  2003,  the  Company's  subsidiary,  Valencia  Entertainment
International,  LLC,  entered  into  an Exclusive Sales Listing Agreement with a
commercial real estate broker to sell the real property serving as the Company's
headquarters  located  at  26030  Avenue  Hall  in  Valencia,  California.  The
Exclusive  Sales  Listing  Agreement  lists  the  property  at $11,850,000.  The
Exclusive  Sales
Listing  Agreement  requires  Valencia Entertainment International, LLC to pay a
commission  to  the  broker  of  four  percent  of  the  gross
sales  price  if  the  broker  sells  the real property.  The Company intends to
engage  in  a  sale-leaseback  transaction  with respect to its real property to
generate  funds  for working capital and payment of debts.  However, there is no
assurance  that  the Company's property will be sold or that it will be sold for
$11,850,000  or  on  terms  otherwise  favorable  to  the  Company.

The Company's subsidiary, Valencia Entertainment International, LLC, is actively
negotiating  to  lease  several  of  the  Company's  vacant production stages to
production companies that produce television series and motion pictures.  If the
production  companies  sign  leases  for  production  stages,  the  Company will
recommend  that the production companies rent production equipment and personnel
from  Half  Day  Video,  Inc.,  another Company subsidiary.  Thus, the Company's
synergistic  relationship  with  Half  Day Video, Inc. may enable it to possibly
enhance  its  revenue-generation.

                                      -18-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


The  Company  anticipates  that  its  proposed sale-leaseback of its studio real
estate,  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, (3) reducing the number of its employees
or  (4)  selling  unused  fixed  assets.


ITEM  3.  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,  2002.  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 and to include any and all
important  matters  that affect the Company's operations.  The Company will take
appropriate steps to ensure that all minutes are properly approved and signed by
the  applicable  parties.

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

                                      -19-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


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.


PART  II--OTHER  INFORMATION

ITEM  1.  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 ("Valencia"), 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 that cause has been dismissed with
prejudice.  Valencia  became a distributor for A.J. Time Travelers, Inc. but not
until  four  years  after  the alleged wrongdoing occurred. Therefore management
believes  it  should  not  be  a  party  to this action. The complaint now seeks
damages  in  the amount of $4.2 million, together with interest from the date of
entry  of  prior  judgement.  The  trial  date  is  currently  October 27, 2003.
Discovery in the case is currently ongoing. The parties have exchanged documents
and  written  responses  to discovery. Plaintiffs have been diposed, but none of
the  defendants  has  yet  been  deposed. The Company filed a motion for summary
judgement  seeking  dismissal of claims against it. There are no accruals in the
accompanying  consolidated  financial  statements  for  this matter. The Company
believes  the allegations are without merit and intends to vigorously defend it.
In  addition, a related party has agreed to indemnify the Company if the company
sustains  any  loss  in  this  case.

Further,  Plaintiffs'  second  cause  of action concerning malicious prosecution
alleged  alter-ego  liability. Plaintiffs alleged that Ricky Rocket Enterprises,
Inc.  and  AJ  Time  Travelers,  Inc.  filed a cross complaint in the underlying
litigation  without  any  probable  cause and for an improper motive or purpose.
Plaintiffs  similarly  alleged  that  the Company and other defendants are alter
egos of that Ricky Rocket Enterprises, Inc. and AJ Time Travelers, Inc. and are,
therefore,  liable for such malicious prosecution. Plaintiffs sought unspecified
compensatory  and  punitive damages under this cause of action. The parties have
executed  a settlement agreement resolving the second cause of action at no cost
to  the  Company.  The  court  has  dismissed  the  second  cause of action with
prejudice.

On  November  26,  2001,  Valencia  Entertainment  International,  LLC  filed  a
complaint  alleging  a  breach  of  contract,  conversion,  intentional
misrepresentation  and negligent misrepresentation. On March 28, 2002, Tri-Crown
Productions,  Inc.  filed  a  Cross-  Complaint  against  Valencia Entertainment
International, LLC, Valcom, Inc., Valencia Entertainment International, LTD. and
Vince  Vellardita,  seeking  $50,000 in specified damages, for breach of written
contract, breach of oral contract, quantum meruit, unjust enrichment, conversion
and replevin. The dispute involves the ownership of certain equipment and claims
of  non-payment  for  services  rendered.  Each  side  seeks  return  of certain
equipment  and  damages  for  non-payment  of the services rendered. The parties
executed  a  settlement  agreement on January 15, 2003 resolving this dispute in
full.
On  October  30, 2002, Coffin Communications Group, Inc. filed a lawsuit against
the  Company  for  breach  of  a  public  relations  consulting contract. Coffin
Communications  Group,  Inc.  seeks  monetary damages in the amount of $197,000,
plus punitive damages. The Company estimates the potential loss from the lawsuit
to  be between $5,000 and $70,000 and has accrued $40,000 for the potential loss
at  March  31,  2003.  The  Company  will vigorously defend itself against these
claims.

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  Company  disputes  liability  and  is vigorously defending the claims.  The
matter  is  not  yet at issue and no discovery has yet taken place.  There is no
accrual  relating  to this matter in the accompanying consolidated balance sheet
at  March  31,  2003.
                                      -20-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


On  January 1, 2001, ValCom, Inc. ("ValCom"), Woody Fraser Productions, Inc. and
Woody  Fraser  (collectively,  "WFP") entered into a Joint Venture Agreement for
the  purpose of developing and producing various television projects.  In August
2002, a dispute between ValCom and WFP arose out of the Joint Venture Agreement.
On  February  10,  2003,  ValCom  and  WFP began to arbitrate the dispute and on
February 11, 2003, ValCom and WFP attempted to resolve the dispute in mediation.
The  parties resolved the dispute and have finalized a settlement agreement with
the  following  terms:

-     ValCom  received  an  undisclosed  settlement.

-     ValCom is no longer liable for the fee's due WFP for the remaining 2 years
of  the  Joint  Venture.

-     WFP  will exclusively rent facilities of ValCom for three years, which can
be  extended  for  two  additional  years.  Additionally, WFP will receive a 10%
discount  on  all  gross  rentals  from  each  facility's  contract  generated.


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  2.  CHANGES  IN  SECURITIES
---------------------------------

On  December 2, 2002, the Company issued an aggregate of 75,000 shares of common
stock  to  a  group of 25 employees as a holiday bonus.  This issuance of shares
was  exempt  from registration pursuant to Section 4(2) of the Securities Act of
1933,  as  amended.

On  December  6,  2002,  the Company issued 380,000 shares of Series C Preferred
Stock  to  Phillip  Troy  Linger  for  an  aggregate purchase price of $239,400,
pursuant  to  that  certain Agreement and Plan of Reorganization Between ValCom,
Inc.  and  PTL  Productions,  Inc.,  dated August 2, 2002, pursuant to which Mr.
Linger  sold  his  company, PTL Productions, Inc. dba Brentwood Magazine, to the
Company.  This  issuance  of  shares  was  exempt  from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
--------------------------------------------

Not  applicable

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

Not  applicable

ITEM  5.  OTHER  INFORMATION
----------------------------

None

                                      -21-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
-----------------------------------------------

(A)  EXHIBITS:

Exhibit  Number     Description
---------------     -----------

99.1     Certification  of  the Chief Executive Officer of ValCom, Inc. Pursuant
to  18  U.S.C.  Section  1350,  As  Adopted  Pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002.

     Certification of the Chief Financial Officer of ValCom, Inc. Pursuant to 18
U.S.C.  Section  1350,  As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002.
99.2     Certifications  pursuant  to  Section  302 of the Sarbanes-Oxley Act of
2002.
(B)  REPORTS  ON  FORM  8-K
                             None



                                   SIGNATURES
                                   ----------

In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                                  VALCOM, INC.


Date:  June 6,  2003                 By:  /s/Vince  Vellardita
                                      -------------------------------------
                                      Vince  Vellardita  Chairman  of  the
                                      Board  and  Chief  Executive  Officer
                                     (Principal  executive  officer)




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

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


BY:  /s/Vince  Vellardita   CEO/President  June 6,  2003
     --------------------                  -------------
     Vince  Vellardita      Chairman  of  the  Board


BY:  /s/  Don  Magier   Controller  (principal  accounting officer) June 6, 2003
     ----------------                                               ------------
      Don  Magier

                                      -22-

<PAGE>

EXHIBIT  99.1

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

I,  Vince  Vellardita,  the  Chief  Executive  Officer  of  ValCom,  Inc.  (the
"Company"),  certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18  U.S.C.  Section  1350,  that  to  the  best  of  my  knowledge:

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter ended March 31, 2003 (the "Report") fully complies with the requirements
of  Section  13  (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m  or  78o(d));  and

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



Dated:  June 6,  2003
        --------------



                                   /s/  Vince  Vellardita
                                   ----------------------
                                   Name:  Vince  Vellardita
                                   Title: Chief  Executive  Officer



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

I,  Don  Magier,  the  Controller (principal accounting officer) of ValCom, Inc.
(the  "Company"),  certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002,  18  U.S.C.  Section  1350,  that  to  the  best  of  my  knowledge:

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter ended March 31, 2003 (the "Report") fully complies with the requirements
of  Section  13  (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m  or  78o(d));  and

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


Dated:  June 6,  2003
        --------------



                              /s/Don  Magier
                              --------------
                              Name:  Don  Magier
                              Title:  Controller (principal accounting officer)

                                      -23-
<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  Quarterly  Report  of  ValCom,  Inc., a Delaware
corporation  (the  "Company"),  on  Form  10-QSB for the period ending March 31,
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.

(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:  June 6,  2003



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

                                      -24-
<PAGE>

     In  connection  with  the  Quarterly  Report  of  ValCom,  Inc., a Delaware
corporation  (the  "Company"),  on  Form  10-QSB for the period ending March 31,
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

     (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:  June 6,  2003



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

                                      -25-

<PAGE>