SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C., 20549

                                FORM 10-QSB/A
                                  (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, 2005
                        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)

                41 North Mojave Road, Las Vegas, Nevada 89101

             (Address of Principal executive offices) (Zip code)

                                 (702) 385-9000


                          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, 2005 the issuer had 35,822,926 shares  of  its $0.001 par value
common stock outstanding.













               UNAUDITED INTERIM FINANCIAL STATEMENTS


The  accompanying  financial  statements  are  un-audited and are  prepared  in
accordance with rules and regulations of the Securities and Exchange Commission
for interim quarterly reporting. Accordingly, these financial statements do not
include   all   disclosures  required  under  generally   accepted   accounting
principles.  In  the  opinion  of  management,  the  accompanying  consolidated
financial  statements  contain  all  adjustments  (which  include  only  normal
recurring adjustments)  necessary  to  present fairly the financial position of
ValCom, Inc. and subsidiaries as of March  31,  2005  and  the results of their
operations and their cash flows for the three months and six months ended March
31,  2005.  These  consolidated  financial statements include the  accounts  of
ValCom, Inc. and its subsidiary companies (together "the Company"). Results for
the three months and six months ended  March  31,  2005,  are  not  necessarily
indicative of the operations, which may occur during the year ending  September
30,  2005.  Refer  to  the  Company's Annual Report on Form 10-KSB for the year
ended September 30, 2004 for further information.










































                                 VALCOM, INC.
                                 FORM 10-QSB

                                     INDEX
                                                               	      Page
PART  I.    FINANCIAL  INFORMATION

Item  1.  Condensed  Consolidated  Financial  Statements:
          Condensed  Consolidated  Balance  Sheet  as  of
          March 31,2005  (unaudited)                                     4

          Condensed Consolidated Statements of Operations for
          the six and three month periods ended March 31,
          2005 and 2004 (unaudited)                                      6

          Condensed Consolidated Statements of Cash Flows
          for the six month periods ended March 31,
          2005 and 2004 (unaudited)                                      8

          Notes to Condensed Consolidated Financial
          Statements (unaudited)                                         9

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           11

Item 3.   Disclosure Controls and Procedures                            20

                          PART II. OTHER INFORMATION

Item 1.   Legal Proceedings                                             21

Item 2.   Changes in Securities                                         21

Item 3.   Defaults Upon Senior Securities                               21

Item 4.   Submission of Matters to a Vote of Security Holders           22

Item 5.   Other Information                                             22

Item 6.   Exhibits and Reports on Form 8-K                              23

SIGNATURES                                                              23

Part III. EXHIBITS










                    PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS




                         VALCOM, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEET

                                MARCH 31, 2005
                                 (UNAUDITED)

                                    ASSETS

Current  Assets:
Cash  &  Cash  equivalents                          $    49,018
Accounts  receivable,  net                               20,661
Production in Progress                                   94,598
                                                    -----------
Total  Current  Assets                                  164,277

Property  and  equipment  -  net                        163,090

Investment                                            1,000,000
Deposits  and  other  assets                             40,631
                                                   ------------
Total  Assets                                      $  1,367,998
                                                   ============

See accompanying notes to the condensed consolidated financial statements






                        VALCOM, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
                                MARCH 31, 2005
                                 (UNAUDITED)
                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

Current liabilities:
Accounts payable                                      	     $     568,937
Accrued expenses                                                    14,550
Due to related parties                                              88,450
Notes payable                                                      330,845
                                                                 ---------
Total Current Liabilities                                        1,002,782



Long term loans                                                     19,822
                                                                 ---------
TOTAL LIABILITIES                                                1,022,605



Stockholders' deficit:
Convertible preferred stock: all with par value $0.001;
Shares authorized and outstanding as of March 31, 2005
Series B, 1,000,000 shares authorized;
38,000 shares issued and outstanding                                   38

Series C, 5,000,000 shares authorized;
5,692,416 shares issued and outstanding,                            5,692
Common stock, par value $.001;
100,000,000 shares authorized;
35,822,949 shares  issued  and  outstanding                        35,823
Treasury stock                                                        (35)
Additional  Paid-in  capital                                    9,709,344
Minority Interest                                                (260,543)
Accumulated  deficit                                           (9,144,926)
                                                              -----------
Total  Stockholders'  deficit                                     345,393
                                                              -----------
Total  Liabilities  and  Stockholders'  deficit               $ 1,367,998
                                                              ===========

See accompanying notes to the condensed consolidated financial statements






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

<TABLE>
<CAPTION>

<S> <C> <C> <C>        <C>                                     <C>                      <C>          <C>
                            For the six months 	  For the six months		 For the three months  For the three months
                           ended MARCH 31, 2005  ended MARCH 31, 2004            ended MARCH 31, 2005  ended MARCH 31, 2004


Revenue:
  Rental                               436,711		   1,265,195             $	263,339		$	734,624
  Production                           126,031		      37,474                     58,992		     	  7,147
  Other                                  5,000		      30,222                       5000		    	 27,882
				 -------------	 -------------------		 --------------		---------------
    Total Revenue                      567,742		   1,332,891                    327,331			769,653
				 -------------	 -------------------		 --------------		---------------
Cost and Expenses:
  Production                            88,314		      58,944                     40,528			 48,052
  Selling and promotion                 29,608		                                 17,546
  Depreciation and amortization         30,583		     175,690	                  4,330			 75,330
  General and administrative           992,050 		   1,781,430		        374,416		        902,172
  Consulting and professional	       517,312
   expenses
  Impairment of assets                (321,395)		                               (321,395)
				 -------------	 				 --------------		---------------
    Total Cost and Expenses          1,336,472		   2,016,064                    115,525		      1,025,554
				 -------------	 -------------------		 --------------		---------------

Operating Profit (loss)               (768,730)		    (683,173)                  (211,906)	       (255,901)

Other Income (Expense):
  Interest expense                      (7,038)		    (584,010)                    (2,544)	       (316,418)
  Gain on sale of assets                                      53,949                          -
  Interest income
  Other income                          28,971                                 		  3,284
				 -------------	 -------------------		 --------------		---------------
  Total Other Income (Expense)          21,933		    (530,061)                       739		       (316,418)
				 -------------	 -------------------		 --------------		---------------
  Loss from continuing operations     (746,797)		  (1,213,234)                   212,646		       (572,319)
  Discontinued Operations:
				 -------------	 -------------------		 --------------		---------------
											      -			      -
				 =============	 ===================		 ==============		===============
  Net loss                         $  (746,797)		$ (1,213,234)		   $   (212,646)	$      (572,319)
				 =============	 ===================		 ==============		===============
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE

Basic earnings (loss) from
continued operations	               (0.022)		       (0.08)                    (0.006)		  (0.04)
				 -------------	 -------------------		 --------------		---------------
BASIC EARNINGS (LOSS) PER SHARE	       (0.022)		       (0.08)                    (0.006)		  (0.04)

DILUTED EARNINGS (LOSS) PER SHARE      (0.022)		       (0.08)                    (0.005)	          (0.04)

Weighted average
shares outstanding:
BASIC                               33,564,277		  15,010,000 	             34,897,428		     15,010,000

Weighted average
shares outstanding:
DILUTED                             34,397,610		  15,010,000	             35,730,761		     15,010,000
				 -------------	 -------------------		 --------------		---------------
</TABLE>

   See accompanying notes to the condensed consolidated financial statements







			               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 			                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        For the six months	For the six months
                                                                        ended MARCH 31, 2005    ended MARCH 31, 2004
									--------------------    --------------------
<S>                                                                    <C> <C>                                 <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (Loss) income                                                      $      (746,797)     	$  ( 1,213,234)
 Adjustments to reconcile net loss to net cash used in operating
 activities:
 Depreciation and amortization                                                   30,583                297,690
 Bad debt expense                                                                 5,697
 Gain on sale of fixed assets                                                                          (53,949)

 Stock issued for services and compensation                                     550,866              1,338,006

 Changes in operating assets and liabilities:
 Receivables                                                                      2,759                 10,638
 Production in progress                                                          (3,397)              (339,074)
 Other Assets                                                                                          (20,145)
 Deferred Compensation                                                                                  33,080
 Deposits
 Accounts payable and accrued expenses                                          174,896                418,503
									---------------		--------------
    Net Cash Used In Operating Activities                                        14,607               471,515
									---------------		--------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Disposition of property and equipment                                         (347,093)              (741,547)
 Notes receivable payments                                                                              36,981
 Proceeds from sale of property and equipment                                                           57,200
									---------------		--------------
Net Cash Provided(used) Investing Activities                                   (347,093)              (647,366)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash proceeds from sale of stock                                                93,673                219,000
 Principal repayments on notes                                                                         (41,107)

 Principal borrowings on notes and mortgages                                    249,813
 Proceeds from related parties                                                   16,550                 16,000
									---------------		--------------
    Net Cash Provided By (Used In) Financing Activities                         360,036                193,893
									---------------		--------------
NET DECREASE IN CASH & CASH EQUIVALENTS                                          27,550                 18,042

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   49,018                211,682
									---------------		--------------
CASH & CASH EQUIVALENTS AT END OF PERIOD                                $        27,540         $      229,724
									===============		==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                                           $         7,038         $      390,000
									---------------		--------------
Income taxes paid                                                       $             0         $	     0
									---------------		--------------
</TABLE>

See accompanying notes to the condensed consolidated financial statements








                        VALCOM, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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 and its subsidiary,  Valencia  Entertainment
International, LLC, operated  eight  sound stages in Valencia, California until
June 10,2004 when six of the sound stages  were  sold  off  to pay the debts of
Laurus  and Finance Unlimited. The Company leases the other two  sound  stages.
Beginning  June 2003, the Company and its subsidiary signed one-year lease with
five one-year  options for its sound stages. The Company's subsidiary, Half Day
Video, Inc., supplies  personnel,  cameras,  and  other production equipment to
various production companies on a short-term basis.

b) Film, TV, & Animation 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




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,  2004  were  filed  on  March  14,  2005  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 six
months ended March 31, 2005 are not necessarily indicative of the results to be
expected for the entire year.


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.


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, New Zoo Revenue was acquired during  2004.


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
require   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.

DEPRECIATION  AND  AMORTIZATION

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

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



CONCENTRATIONS AND CREDIT RISK





The Company had one production  customer  and  one major rental income customer
who accounted for total rental revenues for the  six  months  ended  March  31,
2005.


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




IMPAIRMENT OF LONG-LIVED ASSETS





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


REVENUE RECOGNITION





Revenues  from  studio and equipment rentals are recognized  ratably  over  the
contract terms. Revenues  from  the  production  and  licensing  of  television
programming are recognized when the films or series are available for  telecast
and   certain  contractual  terms  of  the  related  production  and  licensing
agreements have been met.


EQUITY INVESTMENT





The Company  accounts  for  its investments in companies over which the Company
has significant influence or  ownership of more than 20% but less than or equal
to 50% under the equity method.


GOING CONCERN


The accompanying consolidated financial  statements have been prepared assuming
that the Company will continue as a going  concern.  The  Company has a working
capital deficiency of $1,128,506 and an accumulated deficit  of  $10,434,925 at
March 31, 2005. The Company had a net loss of $2,036,796 and 1,077,353  for the
six moths and three months ended March 31, 2005.


Management  has  taken  various  steps  to  revise  its operating and financial
requirements, which it believes are sufficient to provide  the Company with the
ability  to continue on in next twelve months. Management devoted  considerable
effort  during   the  period  ended  March  31,  2005,  towards  management  of
liabilities and improving  the  operations.  The  management  believes that the
above  actions  will allow the Company to continue its operations  through  the
next twelve months.




NEW ACCOUNTING PRONOUNCEMENTS


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


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





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 loss per share was calculated using weighted  average  shares
outstanding  of  34,897,428  and 33,564,277 for the three months and six months
ended  March  31, 2005. Convertible  preferred  stock,  convertible  debt,  and
warrants are common  stock equivalents, they are included in the calculation of
diluted earnings per share.



NOTE 3 SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                           Studio Rental      Film & TV Production   Total
<S>                                      <C> <C>           <C> <C> <C> <C>                  <C> <C>

For the six  months ended March 31, 2005
Revenues                                $     408,267         $  126,031             $     534,298
Operating Income (Loss)                    (1,001,811)           (88,314)               (1,090,125)
Total Assets                               1,367,,998                                    1,367,998
Depreciation and Amortization                  30,583                                       30,583
                                                                       -






</TABLE>



NOTE 4 LITIGATION

On October 5, 2004, Valcom, Inc. and Valencia Entertainment International, LLC,
commenced a lawsuit in  the  Los  Angeles  Superior Court, State of California,
against Chicago Title Company and Laurus Master  Fund,  Ltd.  The suit seeks an
accounting of the amount due in connection with a non-judicial  foreclosure  of
a deed of trust securing a promissory note executed by Valcom and Valencia.  It
also  alleges  that  Chicago  Title  breached  its  trustee's duties and Laurus
breached  the  terms  of the promissory note and deed of  trust  securing  it.
Valcom's attorney has expressed  his belief that the lawsuit it meritorious but
at this stage in the proceeding, he  is  unable to state how much, if any, will
be recovered in the lawsuit.


Lloyd Kurtz

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




Farkhanda Rana

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


NOTE 6 IMPAIRMENT OF PROPERTY AND EQUIPMENT

Land and Buildings belonging to Valcom Nevada, Inc. was sold to STUDIO PROPER-
TIES,  LLC.  for  $3,000,000  with  33%  profit  and equity interest in Studio
property.


NOTE 7 RELATED PARTY TRANSACTIONS

The company borrowed $58,450 from Mr. Vince Vellardita, president and CEO  and
$30,000 from Richard Shintaku.


NOTE 8 STOCKHOLDERS' EQUITY





(A) CONVERTIBLE PREFERRED STOCK





On  December  31,  2004,  the Company had three series of convertible Preferred
Stock:


B, C, and D. Series B Preferred  Stock  has  no  voting  rights, is entitled to
receive cumulative dividends in preference to any dividend  on the common stock
at a rate of 8% per share, per year. Series B Preferred Stock  is  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 8% 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  D  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.  Series  D  Preferred Stock shall be
junior to both Series B and C Preferred Stock. No dividends  have been declared
by the Board of Directors for any of the Series of convertible  Preferred Stock
for the six months ended March 31, 2005.

During the six month periods ending March 31, 2005, the Company issued  379,084
Series  C  Preferred  Stock  in  lieu  of  cash payment. The Company granted no
warrants associated with the issuance of the preferred stock.

On January 24 Company issued 833,333 shares  of  C  preferred  Stock in lieu of
cash payment.

(B) COMMON STOCK

During  the  three  months  ended  December  31,  2004,  the Company issued  an
aggregate  of 2,500,000 shares of common stock under the Company  stock  option
plan to employee.  Total  value  of the compensation was approximately $25,000,
which was computed based upon the  market  prices  of  the  common stock on the
applicable payment dates. This issuance of shares was exempt  from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During  the three months ended December 31, 2004, the Company issued  2,000,000
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 $480,000, which was computed based upon the market prices
of the common stock on the applicable payment dates.


During the three months  ended  December  31,  2004, the Company issued 193,500
shares  of  common  stock  in lieu of compensation,  salaries  and  bonuses  to
employees.  Total  value  of  the   compensation,   salaries  and  bonuses  was
approximately $30,471, which was computed based upon  the  market prices of the
common stock on the applicable payment dates.


During  the  three months ended December 31, 2004, the Company  issued  760,000
shares of common  stock  to  convert  $95,000  in  liabilities from Great Asian
Holding.

During the Quarter ending March 31, 2005 Company issued  2,000,000  shares   of
Common Stock to Mr. Dadon for joining the Board.

During  the  Quarter  ending  March  31,  2005 Company issued 750,000 shares of
Common Stock to Maheu.

NOTE 9 SUBSEQUENT EVENTS




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


INTRODUCTION

PLAN OF OPERATION

As of March 31, 2005, ValCom, Inc. operations were comprised of four divisions:


(1)  Studio (2) Equipment and Personnel Rental,  and  (3)  Film  and        (4)
Television Production.


RENTAL


The Company  and  its  subsidiary,  Valencia  Entertainment International, LLC,
operates two sound stages in Valencia, California,  which  the  Company leases.
Beginning  June 2003, the Company and its subsidiary have a newly  signed  one-
year lease with  five  one-year  options  for  two  sound stages. The Company's
subsidiary,  Half  Day  Video,  Inc., supplies personnel,  cameras,  and  other
production equipment to various production companies on a short-term basis.



TELEVISION, FILM, & ANIMATION 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).


RESULTS OF OPERATIONS

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  MARCH  31,  2005  VS.  MARCH  31,  2004
-------------------------------------------------------------

Revenues   for   the   three  months March 31, 2005 decreased  by  $470,766  or
61.16% from $769,653 for  the three months ended March 31, 2004 to $298,887 for
the same period in 2005.  The  decrease  in  revenue  was  principally  due  to
decreased studio revenues  and  decreased  production  revenues associated with
the joint venture with  Woody  Fraser  Productions.

Production  costs for the three months ended March 31, 2005 decreased by $7,524
or   15.65%   from $48,052 for the three months ended March 31, 2004 to $40,528
for the  same  period in 2005. The decrease in production costs was principally
due to  decreased   production   associated  with  Woody  Fraser Productions as
described above.

Depreciation   and amortization expense for the three months  ended  March  31,
2005 decreased   by  $71,000  or 94.25% from $75,330 for the three months ended
March 31, 2004  to  $4,330  for  the  same  period  in  2005.
General and administrative  expenses  for the three months ended March 31, 2005
decreased by $561,896 or 62.28%  from $902,172 for the three months ended March
31, 2004 to $340,276 for the same
period   in 2004.  The decrease was  due  principally  to  decreased  personnel
costs, insurance,  printing,  and  bad  debt  expenses.

Interest   expense  for  the  three  months  ended  March 31, 2005 decreased by
$313,874 or 99.19% from $316,418 for the three months  ended  March 31, 2004 to
$2,544 for the  same  period  in 2005.  The decrease was due principally to the
decrease in interest  rates  associated  with  the  company's  mortgage  loans.

Other income for the three months ended March 31, 2005 increased by $3,283 from
$0 for the three months ended March 31, 2004 to $3,283 for the  same  period in
2005.

Due   to  the  factors  described  above,  the  Company's net loss decreased by
$784,965 from  $572,319 loss for  the three months  ended  March   31,  2004 to
$212,646 profit for the same  period  in  2005.



SIX  MONTHS  ENDED  MARCH  31,  2005  VS.  MARCH  31,  2004
-----------------------------------------------------------

Revenues   for  the  six  months  ended March 31, 2005 decreased by $793,592 or
59.53% from  $1,332,891  for  the six  months  ended March 31, 2004 to $539,298
for the same  period  in 2005.  The decrease in  revenue was principally due to
decreased rental  income  from  sound  stages leased to Paramount and decreased
production revenues  associated  with  the  joint  venture  with  Woody  Fraser
Productions and decreased  rental  revenues  from  equipment  rental.

Production  costs  for the six months ended March 31, 2005 increased by $29,370
or  49.82% from $58,944 for the six months ended March 31, 2004 to $88,314  for
the same   period   in  2005.  The increase in production costs was principally
due to increased  production   associated   with  Woody  Fraser  Productions as
described above.

Depreciation  and  amortization  expense for  the  six  months  ended March 31,
2005 30,583 decreased  by  $145,107  or  82.59% from $175,690 or  for  the  six
months ended March 31, 2004  to  $30,583  for  the  same  period  in  2005.

General   and   administrative   expenses   for  the six months ended March 31,
2005  decreased  by  $823,520  or 46.22% from  $1,781,430  for  the  six months
ended March 31,  2004  to  $957,910  for the same period in 2005.  The decrease
was due to decreased  personnel  costs,  legal  and  accounting  fees,  outside
services and consulting  fees,  and  bad debt  expense.

Interest  expense for the six months ended March 31, 2005 decreased by $576,972
or 98.79%   from   $584,010   for   the  six  months  ended  March  31, 2004 to
$7,038.

Other  income  for  the six months ended  March  31, 2005 increased by $ 28,971
or 100% from $0 for the six months ended March 31,  2004  to  $28,971 primarily
due  to less equipment rental activity.

Due  to  the  factors described above, the Company  incurred  a  net   loss  of
$746,797 for the  six  months ended March 31, 2005  compared  to  net  loss  of
$1,213,234  for  the  same  period  in  2004.



FUTURE  OUTLOOK

The  Company  has  entered  into  a  joint  venture  agreement  with  O.  Atlas
Enterprises to  produce  an  animation  movie and an animation TV series called
"New Zoo Revue" based  on  an  American   Classic   of the same name, which was
highly  successful.  BCI/Navarre  has  purchased  an  exclusive   agreement  to
distribute 195 existing shows  of   New  Zoo  Revue  for the retail market.  We
anticipate the New Zoo Revue
to  be  available  to  consumers  through 4,000 Wal-Mart retail  outlets.   The
Company  has  already  incurred  start-up   costs,  which  have  been reflected
in  the financial statements for the six months ended March 31, 2005.


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 $746,797 and a negative cash flow from operations of
14,607  for the six months  ended  March 31, 2005, a working capital deficiency
of 838,506 and  an  accumulated deficit  of  $  9,144,926  at  March  31, 2005.
These  conditions raise  substantial  doubt  about  the  Company's  ability  to
continue as a going concern.

Cash totaled  $49,018  on  March  31,  2005  compared  to  $229,724 as at March
31,2004.

During the six months ended March 31, 2005,  net  cash  provided  by  operating
activities totaled  $14,607 compared to negative net cash provided by operating
activities totaled  $471,515  for  the  comparable  six-month period in 2004. A
significant  portion    of    operating    activities   included  payments  for
production development costs.

Net cash provided by financing activities for  the  six  months ended March 31,
2005   totaled   $360,036  compared to $2,893,893 for the comparable  six-month
period  in  2004.

Negative net  cash   used  by  investing activities during the six months ended
March 31, 2005 totaled $347,093 compared to net cash  provided $647,366  during
the comparable prior year period  due  principally  to  Acquisition  of  studio
facilities  in  Las  Vegas.

The  above  cash  flow activities yielded a net cash increase of $27,550 during
the six  months  ended  March 31, 2005 compared to a increase of $18,042 during
the comparable  prior  year  period.


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




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

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.


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


CHANGES IN INTERNAL CONTROLS


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



PART II--OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

On October 5, 2004, Valcom, Inc. and Valencia Entertainment International, LLC,
commenced a lawsuit in  the  Los  Angeles  Superior Court, State of California,
against Chicago Title Company and Laurus Master  Fund,  Ltd.  The suit seeks an
accounting of the amount due in connection with a non-judicial  foreclosure  of
a deed of trust securing a promissory note executed by Valcom and Valencia.  It
also  alleges  that  Chicago  Title  breached  its  trustee's duties and Laurus
breached  the  terms  of the promissory note and deed of  trust  securing  it.
Valcom's attorney has expressed  his belief that the lawsuit it meritorious but
at this stage in the proceeding, he  is  unable to state how much, if any, will
be recovered in the lawsuit.


Lloyd Kurtz

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

Farkhanda Rana

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




The Company is involved from time to time in legal proceedings  incident to the
normal course of business. Management believes that the ultimate outcome 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

PREFERRED STOCK:

During the six month periods ending March  31, 2005, the Company issued 379,084
Series  C  Preferred  Stock in lieu of cash payment.  The  Company  granted  no
warrants associated with the issuance of the preferred stock.

On January 24 Company issued  833,333  shares  of  C preferred Stock in lieu of
cash payment.

(B) COMMON STOCK


During  the  three  months  ended  December  31, 2004, the  Company  issued  an
aggregate of 2,500,000 shares of common stock  under  the  Company stock option
plan  to  employee. Total value of the compensation was approximately  $25,000,
which was computed  based  upon  the  market  prices of the common stock on the
applicable payment dates. This issuance of shares  was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.


During the three months ended December 31, 2004, the  Company  issued 2,000,000
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 $480,000, which was computed based upon the market prices
of the common stock on the applicable payment dates.


During the  three  months  ended  December 31, 2004, the Company issued 193,500
shares  of  common  stock  in lieu of compensation,  salaries  and  bonuses  to
employees.  Total  value  of  the   compensation,   salaries  and  bonuses  was
approximately $30,471, which was computed based upon  the  market prices of the
common stock on the applicable payment dates.


During  the  three months ended December 31, 2004, the Company  issued  760,000
shares of common  stock  to  convert  $95,000  in  liabilities from Great Asian
Holding.

During the Quarter ending March 31, 2005 Company issued  2,000,000  shares   of
Common Stock to Mr. Dadon for joining the Board.

During  the  Quarter  ending  March  31,  2005 Company issued 750,000 shares of
Common Stock to Maheu.


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

 REPORTS ON FORM 8-K

1. Resignation of Krishna Swamy Alladi from  the  Board of Director (filed with
Edgar on December 13, 2004.

2. ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT filed with Edgar on
February 1, 2005


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:  March 15, 2005           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                March 15, 2005
                                  Chairman of the Board
                                  Vince  Vellardita