================================================================================

                       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 DECEMBER 31, 2004
                         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 December 31, 2004 the issuer had 33,537,926 shares of its $0.001 par value
common  stock  outstanding.

                                 MARCH 15, 2005

<PAGE>

       UNAUDITED  INTERIM  FINANCIAL  STATEMENTS

The  accompanying  financial  statements  are  unaudited  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  December  31, 2004 and the results of their operations and
their  cash  flows  for  the  three  months  ended  December  31,  2004.  These
consolidated  financial  statements include the accounts of ValCom, Inc. and its
subsidiary  companies  (together  "the  Company").  Results for the three months
ended December 31, 2004, 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.


                                      -2-
<PAGE>

                                  VALCOM, INC.
                                   FORM 10-QSB
<TABLE>
<CAPTION>


           INDEX
                                                                 Page


<S>                                                              <C>
                          PART I. FINANCIAL INFORMATION

Item  1.  Condensed  Consolidated  Financial  Statements:
          Condensed  Consolidated  Balance  Sheet  as  of
          December 31,  2004  (unaudited) . . . . . . . . . . .   4

          Condensed Consolidated Statements of Operations for
          the three and three month periods ended December 31,
          2004 and 2003 (unaudited) . . . . . . . . . . . . . .   6

          Condensed Consolidated Statements of Cash Flows
          for the three-month periods ended December 31,
          2004 and 2003 (unaudited) . . . . . . . . . . . . . .   7

          Notes to Condensed Consolidated Financial
          Statements (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 . . . . . . . . . . . . . . . . . . .  21

Item 2.  Changes in Securities . . . . . . . . . . . . . . . . .  22

Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . .  22

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. . . . . . . . . . . .  22

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . .   23


                               Part III. EXHIBITS

Ex.  31.1  Certification Pursuant to Section 302 of the Sarbanes-
          Oxley  Act  of  2002

Ex.  31.2  Certification Pursuant to Section 302 of the Sarbanes-
          Oxley  Act  of  2002

Ex.  32    Certifications Pursuant to Section 906 of the Sarbanes-
          Oxley Act  of  2002




</TABLE>

                                      -3-
<PAGE>

<TABLE>
<CAPTION>


               PART  I.  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
VALCOM,  INC.  AND  SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2004
                                   (UNAUDITED)
                                   -----------

                                     ASSETS
                                     ------
<S>                                                      <C>
Current  Assets:
Cash  &  Cash  equivalents                              $22,142
Accounts  receivable,  net                               40,132
Note receivable - current                                94,598
                                                    -----------
Total  Current  Assets

Property  and  equipment  -  net                      3,538,959

Deposits  and  other  assets                             40,631
                                                   ------------
Total  Assets                                        $3,736,462
                                                   ============
</TABLE>

See  accompanying  notes  to  the  condensed  consolidated  financial statements

                                      -4-
<PAGE>

<TABLE>
<CAPTION>


                          VALCOM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
                                DECEMBER 31, 2004
                                   (UNAUDITED)
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------


<S>                                                      <C>
Liabilities Not Subject To Compromise

Current liabilities:
Accounts payable                                    $536,588
Accrued interest                                     100,797
Accrued expenses                                      30,956
Due to related parties                                91,000
Notes payable                                        528,452
                                                  -----------
Total Current Liabilities not subject to
compromise                                         1,287,793

Mortgage  payable-Nevada. . . . . . . . . . . . .  2,400,000
Long term loans . . . . . . . . . . . . . . . . . . . 46,004
                                                  ----------

Total  Current  Liabilities                        2,446,004

Commitments  and  contingencies

TOTAL LIABILITIES . . . . . . . . . . . . . . . . .3,733,797

Stockholders' deficit:
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;
4,859,083 shares issued and outstanding,. . . . . .  . 4,859

Common stock, par value $.001;
100,000,000 shares authorized;
33,572,926 shares  issued  and  outstanding           33,574
Treasury Stock  35,000                                   (35)
Additional  Paid-in  capital                       9,582,344
Minority Interest . . . . . . . . . . . . . . .  . .(158,595)
Accumulated  deficit                              (9,459,520)

Total  Stockholders'  equity                           2,665
                                                  -----------
Total  Liabilities  and  Stockholders'  equity    $3,736,462
                                                   =========
</TABLE>

See  accompanying  notes  to  the  condensed  consolidated  financial statements

                                      -5-
<PAGE>

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


<TABLE>
<CAPTION>


                                                                For the three       For the three
                                                                 months ended        months ended
                                                                 December  31,       December  31,
                                                                      2004               2003
                                                                      ----               ----
<S>                                                                 <C>                  <C>
Revenue:
Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   173,372   $   531,571
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . .       62,039        30,237
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,000         2,340
                                                                    ------------  ------------

Total Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .      240,411       564,148
                                                                    ------------  ------------

Cost and Expenses:
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . .       47,786        10,942
    Selling and promotion. . . . . . . . . . . . . . . . . . . . .       12,062        13,972
Depreciation and amortization. . . . . . . . . . . . . . . . . . .       26,253       210,360
General and administrative . . . . . . . . . . . . . . . . . . . .      617,634       612,717
Consulting and professional expenses . . . . . . . . . . . . . . .      517,312       142,569

Total Cost and Expenses. . . . . . . . . . . . . . . . . . . . . .    1,221,048       990,560
                                                                    ------------  ------------

Operating Profit (loss). . . . . . . . . . . . . . . . . . . . . .     (980,636)     (426,412)

Other Income (Expense):
    Interest expense . . . . . . . . . . . . . . . . . . . . . . .       (4,494)     (267,592)
       Gain on sale of assets. . . . . . . . . . . . . . . . . . .            -        53,950
       Loss on equity investment . . . . . . . . . . . . . . . . .            -             -
   Interest income . . . . . . . . . . . . . . . . . . . . . . . .       25,688
                                                                    ------------
Other income
Total Other Income (Expense) . . . . . . . . . . . . . . . . . . .       21,193      (220,321)
        Loss from continuing operations. . . . . . . . . . . . . .     (959,444)     (646,733)
        Discontinued Operations:
              Operation loss from discontinued operations. . . . .            -             -
                                                                    ============  ============
              Net gain on disposal of discontinued operation.. . .            -             -
                                                                    ============  ============
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (959,444)  $  (646,733)
                                                                    ============  ============

    Basic and diluted loss per share from continuing   operations.        (0.03)        (0.06)
                                                                    ------------  ------------
   Basic and diluted loss per share from discontinued operations .        (0.00)        (0.00)
   Basic and diluted loss per share. . . . . . . . . . . . . . . .        (0.03)        (0.06)
    Weighted average shares outstanding:  Basic. . . . . . . . . .   31,501,469    15,213,818
 Weighted average shares outstanding:  Diluted . . . . . . . . . .   36,360,552    17,943,818
                                                                    ===========-  ============
</TABLE>

    See accompanying notes to the condensed consolidated financial statements

                                      -6-
<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          For the three          For the three
                                                                          months ended           months ended
                                                                          December  31,          December  31,
                                                                              2004                 2003
                                                                              ----                 ----
<S>                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(959,444)           $(646,733)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of property and equipment
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .     26,253              210,360
Bad debt expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -

Gain on sale of fixed assets. . . . . . . . . . . . . . . . . . . . . . . .                         (53,950)

Stock issued for services and compensation. . . . . . . . . . . . . . . . .    547,781              465,959

Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,135               30,776
Production in progress. . . . . . . . . . . . . . . . . . . . . . . . . . .     (3,397)            (125,767)
Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         (14,220)
Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .                          16,511
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         (24,864)
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . .    172,290               35,886
                                                                             ----------
Net Cash Used In Operating Activities . . . . . . . . . . . . . . . . . . .   (214,382)            (106,042)
                                                                             ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment . . . . . . . . . . . . . . . . . . .    (25,698)             (46,556)
Notes receivable payments . . . . . . . . . . . . . . . . . . . . . . . . .                          17,589
 Proceeds from sale of property and equipment . . . . . . . . . . . . . . .                          57,200
                                                                             ----------
Net Cash Provided(used) Investing Activities. . . . . . . . . . . . . . . .    (25,698)              28,233

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from sale of stock. . . . . . . . . . . . . . . . . . . . . .     48,090
Joint venture contribution. . . . . . . . . . . . . . . . . . . . . . . . .                          50,000
Long term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    176,664              100,000
Cash received for shares to be issued
Principal borrowings on notes and mortgages . . . . . . . . . . . . . . . .                         (48,883)
Due to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .     16,000
Net Cash Provided By (Used In) Financing Activities . . . . . . . . . . . .    240,754              101,117
                                                                             ----------          ----------

NET DECREASE IN CASH & CASH EQUIVALENTS . . . . . . . . . . . . . . . . . .        674               23,308

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD. . . . . . . . . . . . . . .     21,468              211,682
                                                                             ----------          ----------
CASH & CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . . . . . . . . .  $  22,142            $ 234,990
                                                                             ==========          ==========

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

Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   4,494            $ 191,116
                                                                             ----------          ----------
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       0            $       0
                                                                             ----------          ----------
</TABLE>

See  accompanying  notes  to  the  condensed  consolidated  financial statements

                                      -7-
<PAGE>


                          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 has acquired seven and
one half acres of property in Nevada with 162,000 square feet of buildings,
which are being renovated into seven sound stages for rental. 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

                                      -8-
<PAGE>

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

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 three months
ended  December  31,  2004  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
two  wholly-owned subsidiaries, Valencia Entertainment International, LLC, which
was  acquired  effective  February  2001  and  Half  Day  Video, Inc., which was
acquired  effective  March  2001,  New  Zoo  Revenue  was  acquire  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.
Management  is  required  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:

                                      -9-
<PAGE>

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

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 three months ended December 31,
2004.

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.

                                      -10-
<PAGE>

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

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  $1,130,921  and an accumulated deficit of $9,459,520 at
December  31,  2004. The Company had a net loss of $959,444 for the three months
ended  December  31,  2004.

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  December  31,  2004,  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.

                                      -11-
<PAGE>

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

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  31,501,469  for  the  three  months ended December 31, 2004 and
15,213,818  for  the three months ended December 31, 2003. Convertible preferred
stock,  convertible  debt,  and  warrants are common stock equivalents, they are
included  in  the  calculation  of  diluted  earnings  per  share.

NOTE  3  EQUITY  INVESTMENT
---------------------------
None

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

<TABLE>
<CAPTION>
                                                  Studio       Film & TV
                                                  Rental       Production          Total
                                                  ------       ----------          -----


<S>                                      <C>                   <C>                <C>

For the three months ended December 31, 2004
---------------------------------------------
Revenues. . . . . . . . . . . . . . . . . . .  $  173,372      $62,039          $235,411
Operating Income (Loss) . . . . . . . . . . .    (980,636)                      (980,636)
Total Assets. . . . . . . . . . . . . . . . .   3,736,462                      3,736,462
Depreciation and Amortization . . . . . . . .      26,253                         26,253
Capital Expenditure . . . . . . . . . . . . .      25,698            -            25,698

</TABLE>

                                      -12-
<PAGE>

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

NOTE  5  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

None  during  this  quarter

                                      -13-
<PAGE>

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

NOTE  7  RELATED  PARTY  TRANSACTIONS
-------------------------------------

THE  COMPANY  BORROWED  $54,000 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
three  months  ended  December  31,  2004.

During the quarter ending December 31, 2004, 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.

                                      -14-
<PAGE>

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

(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.

NOTE  9  SUBSEQUENT  EVENTS
---------------------------

Appointment  of David Dadon as direct and chairman of Board of Directors and was
awarded  2,000,000  shares  of  common  stock  for  his  acceptance.
Lost  of  property  in  Las  Vegas,  Nevada  to  Studios  Properties,  LLC

                                      -15-
<PAGE>

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

INTRODUCTION

                                PLAN OF OPERATION

As  of  December  31,  2004,  ValCom,  Inc.  operations  were  comprised of four
divisions:

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

                                      -16-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

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

THREE  MONTHS  ENDED  DECEMBER  31,  2004  VS.  DECEMBER  31,  2003
-------------------------------------------------------------------

Revenues  for  the  three  months December 31, 2004 decreased by $323,737 or 57%
from  $564,148  for the three months ended December 31, 2003 to $240,411 for the
same  period  in  2004. The decrease in revenue was principally due to decreased
production  revenues  associated  with  the  joint  venture  with  Woody  Fraser
Productions.

Production  costs  for  the  three months ended December 31, 2004 increased by $
36,844  or  336%  from  $10,942  for the three months ended December 31, 2003 to
$47,786  for  the  same  period  in  2004.  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 three months ended December 31,
2004  decreased  by  $184,107  or  88%  from $210,360 for the three months ended
December  31,  2003  to  $26,253  for  the  same  period  in  2004.

General and administrative expenses for the three months ended December 31, 2004
increased  by  $4,917 or .01% from $612,717 for the three months ended December
31,  2003  to  $617,634  for  the  same  period  in  2004.  The increase was due
principally  to  decreased  personnel  costs  for  the  new  projects.

Interest  expense  for  the  three  months  ended December 31, 2004 decreased by
$263,098  or  98%  from $267,592 for the three months ended December 31, 2003 to
$4,494  for  the  same  period  in 2004. The decrease was due principally to the
decrease  in  interest  rates  associated  with  the  company's  mortgage loans.

Due to the factors described above, the Company's net loss increased by $312,711
from  $646,733  for the three months ended December 31, 2003 to $959,444 for the
same  period  in  2004.

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

Revenues  for  the  three  months December 31, 2003 decreased by $200,781 or 26%
from  $764,929  for the three months ended December 31, 2002 to $564,148 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.

                                      -17-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


Production  costs  for  the  three  months  ended December 31, 2003 decreased by
$180,081  or 94.3% from $191,023 for the three months ended December 31, 2002 to
$10,942  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 three months ended December 31, increased by
$1,555  or  12.5%  from  $12,417 for the three months ended December 31, 2002 to
$13,972  for  the  same  period in 2003.  The increase was due principally to an
increase  in  travel  and  public  relations  expenses.

Depreciation  and  amortization  expense for the three months ended December 31,
2003  increased  by  $122,620  or  140% from $210,360 for the three months ended
December  31,  2002  to  $87,840  for  the  same  period  in  2003.

General and administrative expenses for the three months ended December 31, 2003
decreased  by  $235,426 or 28% form $848,143 for the three months ended December
31,  2002  to  $612,717  for  the  same  period  in  2003.  the decrease was due
principally  to  decreased  personnel  costs,  insurance, printing, and bad debt
expense.

Consulting  and  professional  fees for the three months ended December 31, 2003
decreased  by  $92,925  or  by  39.5%  from  $235,494 for the three months ended
December  31,  2002  to  $142,569  for the same period in 2003.  the decrease in
consulting  and  professional  fees  was  principally due to decreased legal and
accounting  costs.

Interest  expense  for  the  three  months  ended December 31, 2003 increased by
$92,754  or  53.1% from $174,838 for the three months ended December 31, 2002 to
$267,592  for  the same period in 2003.  The increase was due principally to the
increase  in  interest  rates  associated  with  the  company's  mortgage loans.

Other  income  for the three months ended December 31, 2003 increased by $45,950
from $8,000 for the three months ended December 31, 2002 to $53,950 for the same
period  in  2003.  The  increase  was  due to a gain recognized from the sale of
fixed  assets  offset  by  the  loss  recorded  on  equity  investment of ValCom
Broadcasting,  LLC.

Due to the factors described above, the Company's net loss decreased by $129,993
from  $776,726  for the three months ended December 31, 2002 to $646,733 for the
same  period  in  2003.

                                      -18-
<PAGE>

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 by August 31,
2004. The Company has already incurred start-up costs, which have been reflected
in  the  financial  statements  for  the  three  months ended December 31, 2004.

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  $959,444 and a negative cash flow from operations of $214,382 for
the  three  months  ended  December  31,  2004,  a working capital deficiency of
$1,130,921, and an accumulated deficit of $9,459,519 at December 31, 2004. These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.

Cash  totaled  $22,142  on December 31, 2004 compared to $234,990 as at December
31,  2003.  During  the  three  months ended December 31, 2004, net cash used by
operating  activities  totaled  $214,382  compared to net cash used by operating
activities  of  ($106,042)  for  the  comparable  three-month  period in 2003. A
significant  portion  of operating activities included payments for interest and
production  development  costs.  Net  cash  used by financing activities for the
three  months  ended December 31, 2004 totaled $240,754 compared to $101,117 for
the  comparable  three-month  period  in  2003.  Net  cash provided by investing
activities  during  the  three  months ended December 31, 2004 totaled $(25,698)
compared to net cash provided of $28,233 during the comparable prior year period
due  to  proceeds  from  sale  of  fixed  assets.

The  above  cash  flow activities yielded a net cash decrease of $676 during the
three  months  ended  December 31, 2004 compared to a decrease of $23,308 during
the  comparable  prior  year  period.

Net  working  capital  (current  assets less current liabilities) was a negative
$1,130,921 as of December 31, 2004. 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.

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

                                      -19-
<PAGE>

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.

                                      -20-
<PAGE>

                           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.

                                      -21-
<PAGE>

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

(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.


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

Not  applicable


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

None


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

None


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


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

1.  Ex.  31.1  Certification  Pursuant  to  Section  302  of  the  Sarbanes-
     Oxley  Act  of  2002

2.  Ex.  31.2  Certification  Pursuant  to  Section  302  of  the  Sarbanes-
     Oxley  Act  of  2002

3.  Ex.  32    Certifications  Pursuant  to  Section  906  of  the  Sarbanes-
     Oxley  Act  of  2002

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

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


                                      -22-
<PAGE>

                                   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


BY:  /s/  Tracey  Eland  Secretary                       March  15,  2005
          -------------  (Principal  Accounting  Officer)----------------
          Tracey  Eland


                                      -23-
<PAGE>