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 JUNE 30, 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)




                 28309 Ave. Crocker, Valencia, California 91355
                 ----------------------------------------------
               (Address of Principal executive offices) (Zip code)

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

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

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

As  of  August 26, 2004 the issuer had 26,611,928 shares of its $0.001 par value
common  stock  outstanding.









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 June 30, 2004 and the results of their operations and their
cash  flows  for  the  nine  months  ended  June  30, 2004.  These consolidated
financial  statements  include  the  accounts of ValCom, Inc. and its subsidiary
companies  (together  "the  Company").   Results  for  the three and nine months
ended June 30, 2004, are not necessarily indicative of the operations, which may
occur  during the year ending September 30, 2004.  Refer to the Company's Annual
Report  on  Form  10-KSB  for  the  year  ended  September  30, 2003 for further
information.

                                       -2-
<PAGE>

                                  VALCOM, INC.

                                   FORM 10-QSB
                                      INDEX
                                                             Page
PART  I.    FINANCIAL  INFORMATION

Item  1.    Condensed  Consolidated  Financial  Statements:
           Condensed  Consolidated  Balance  Sheet  as  of
             June  30,  2004  (unaudited)
                                                                4

           Condensed  Consolidated  Statements  of  Operations
             for the three and nine month periods ended June 30,
             2004  and  2003  (unaudited)
                                                                6

           Condensed  Consolidated  Statements  of  Cash  Flows
             for  the  nine  month  periods  ended  June  30,  2004  and
             2003  (unaudited)                                   8

           Notes  to  Condensed  Consolidated  Financial  State-
             ments  (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

                                       -3-
<PAGE>

PART  I.  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
                          VALCOM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)
                                   -----------


                                     ASSETS
                                     ------
Current  Assets:
Cash  &  Cash  equivalents                          $    73,794
Accounts  receivable,  net                               10,722
                                                    -----------
Total  Current  Assets                                   84,516

Property  and  equipment  -  net                      3,442,254
Deferred  Compensation                                  209,147
Prepaid  development  costs                             148,959
Deposits  and  other  assets                            228,154
                                                   ------------
Total  Assets                                      $  4,113,030
                                                   ============

    See accompanying notes to the condensed consolidated financial statements
                                       -4-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
                                  JUNE 30, 2004
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      ------------------------------------
Liabilities  Not  Subject  To  Compromise
Current  liabilities:
Accounts  payable                                 $   350,602
Accrued  interest                                     324,753
Accrued  expenses                                     243,418
Advanced  Rent                                         30,600
Due  to  related  parties                             274,246
Notes  payable                                         14,043
                                                  -----------
Total Current Liabilities not subject to compromise 1,237,662


Mortgage  payable-Nevada                            2,584,199

Liabilities  Subject  To  Compromise
Prepetition  trade  accounts  payable                 206,249
Prepetition  Payables  due  to  related  parties       95,000
Prepetition  accrued  expenses                        131,902
                                                      -------

Total  Current  Liabilities                         4,255,012


Commitments  and  contingencies

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;  2,879,999
shares  issued  and  outstanding                         2,880
Common  stock,  par  value  $.001;  100,000,000  shares
authorized;  25,042,048
shares  issued  and  outstanding                        25,042
Additional  Paid-in  capital                        15,999,034
Shares  to  be  issued                                 350,000

Accumulated  deficit                               (16,518,976)

Total  Stockholders'  deficit                         (141,982)
                                                   -----------
Total  Liabilities  and  Stockholders'  deficit     $4,113,030
                                                   ===========

    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
                                              month period          month period
                                                  ended                 ended
                                              June 30, 2004         June 30, 2003
<S>                                                           <C>
Revenue:
Rental . . . . . . . . . . . . . . . . .      $ 525,212                  536,978
Production . . . . . . . . . . . . . . . ..      28,427                  182,453
Other. . . . . . . . . . . . . . . . . . .  .     1,596                  (76,573)
                                    ------------------------------------------------

                                                555,235                  642,858
                                    ------------------------------------------------

Cost and Expenses:
Production . . . . . . . . . . . . . . .      .  30,311                    17,354
Selling and promotion. . . . . . . . . .      .  75,858                     4,074
Depreciation and amortization. . . . . .      . 231,955                    85,545
General and administrative . . . . . . .      . 385,591                   408,847
Consulting and professional expenses . .      . 635,183
Total Cost and Expenses. . . . . . . . .     .1,358,898                   515,820

Operating Profit (Loss). . . . . . . . .      .(803,663)                  127,038

Other income (expense):
    Interest expense . . . . . . . . .      . .(112,784)                 (203,095)
        Gain on sale of assets . . . . .      . .  . .-                    34,000
        Loss on equity investment. . . . .      . . . -                   (49,713)
                                    ------------------------------------------------
Total Other Income (Expense) . . .      .. . . (112,784)                 (218,808)
                                    ------------------------------------------------

Loss from continuing operations. . . . .       (916,447)                  (91,770)

Discontinued Operations:
       Operation loss from
        discontinued operations . .                   -                  (109,167)

       Net gain on disposal of
        discontinued operation.                       -                    80,388
                                    ------------------------------------------------
              Total discontinued operations. .      . -                   (28,779)
                                    ------------------------------------------------


Net loss . . . . . . . . . . .      . . . ..  $(916,447)                 (120,549)
                                    ================================================

    Basic and diluted loss per share from
      continuing operations . . . . . .  .      $ (0.04)                    (0.01)
                                    ------------------------------------------------
Basic and diluted loss per share from discontinued
operations . . . . . . . . . . . . . . .      .  $(0.00)                    (0.00)
    Basic and diluted loss per share . . .       $(0.04)                    (0.01)


    Weighted average shares outstanding:
      Basic and diluted.                     22,799,352                12,600,064


</TABLE>

    See accompanying notes to the condensed consolidated financial statements
                                       -6-
<PAGE>

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


<TABLE>
<CAPTION>

                                                              For the nine month                               For the nine month
                                                              period ended                                     period ended
                                                              June 30, 2004                                    June 30, 2003
<S>                                                           <C>              <C>
Revenue:
Rental . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,618,987   $                                    1,560,005
Production . . . . . . . . . . . . . . . . . . . . . . . . .          87,612                                          385,422
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,433                                                -
                                                              ---------------  -----------------------------------------------
          Total Revenue. . . . . . . . . . . . . . . . . . .       1,714,032                                        1,945,427
                                                              ---------------  -----------------------------------------------

Cost and Expenses:
Production . . . . . . . . . . . . . . . . . . . . . . . . .          47,014                                          273,070
   Loss on impairment of property and equipment. . . . . . .       1,438,250                                                -
   Litigation. . . . . . . . . . . . . . . . . . . . . . . .       1,405,656                                                -
Selling and promotion. . . . . . . . . . . . . . . . . . . .         105,422                                           18,542
Depreciation and amortization. . . . . . . . . . . . . . . .         702,122                                          261,820
General and administrative . . . . . . . . . . . . . . . . .       2,087,741                                        2,474,591
Consulting and professional services . . . . . . . . . . . .       1,149,843                                                -
                                                              ---------------  -----------------------------------------------

Total Cost and Expenses. . . . . . . . . . . . . . . . . . .       6,936,048                                        3,028,023
                                                              ---------------  -----------------------------------------------

Operating loss . . . . . . . . . . . . . . . . . . . . . . .      (5,222,016)                                      (1,082,596)

Other Income (Expense):
    Interest expense . . . . . . . . . . . . . . . . . . . .        (794,161)                                        (774,508)
       Gain on sale of assets. . . . . . . . . . . . . . . .          60,230                                           61,642
       Impairment of property. . . . . . . . . . . . . . . .               -                                                -
       Loss on Equity Investment . . . . . . . . . . . . . .          (6,679)                                         (49,713)
   Other income. . . . . . . . . . . . . . . . . . . . . . .               -                                           50,000
                                                              ---------------  -----------------------------------------------

Total Other Income (Expense) . . . . . . . . . . . . . . . .        (740,610)                                        (712,579)
                                                              ---------------  -----------------------------------------------

Loss from continuing operations. . . . . . . . . . . . . . .      (5,962,626)                                      (1,795,175)

Discontinued operations:
        Operating loss from discontinued operations. . . . .               -                                         (109,167)
        Net gain on disposal of discontinued operations. . .               -                                           80,388
                                                              ---------------  -----------------------------------------------
              Total discontinued operations. . . . . . . . .               -                                          (28,779)
                                                              ---------------  -----------------------------------------------

Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,962,626)                                      (1,823,954)
                                                              ===============  ===============================================

    Basic and diluted loss per share from continuing
    operations . . . . . . . . . . . . . . . . . . . . . . .  $        (0.29)  $                                        (0.15)
Basic and diluted loss per share from discontinued
operations . . . . . . . . . . . . . . . . . . . . . . . . .  $        (0.00)  $                                        (0.00)
                                                              ---------------  -----------------------------------------------
    Basic and diluted loss per share . . . . . . . . . . . .  $        (0.29)  $                                        (0.15)
                                                              ===============  ===============================================

    Weighted average shares outstanding:  Basic and diluted.      20,161,930                                       11,858,208
                                                              ===============  ===============================================
</TABLE>

    See accompanying notes to the condensed consolidated financial statements
                                       -7-
<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            For the nine         For the nine
                                                                            month period         month period
                                                                                 ended               ended
                                                                            June 30, 2004        June 30, 2003
                                                                             ---------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                      $(5,962,626)    $(1,823,955)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of property and equipment                                            1,438,250
Depreciation and amortization                                                     702,122         261,820
Bad debt expense                                                                   56,606
Gain on sale of fixed assets                                                      (60,230)        (61,642)
Stock issued for services and compensation                                      1,049,058         194,851
Changes in operating assets and liabilities:
Receivables                                                                        61,185         (18,973)
Prepaid expenses                                                                 (148,959)        (31,952)
Other assets                                                                      153,060         241,897
Deferred Compensation                                                              49,533         129,357
Deposits                                                                         (112,616)        (63,979)
Accounts payable and accrued expenses                                             980,185         710,951
                                                                             ---------------
Net cash used by operating activities                                          (1,851,038)       (405,019)
                                                                             --------------- --------------
<S>                                                                          <C>              <C>
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment . . . . . . . . . . . . . . . . . . . .      (464,293)              -
Notes receivable payments . . . . . . . . . . . . . . . . . . . . . . . . .        35,178          66,101
 Proceeds from sale of property & equipment . . . . . . . . . . . . . . . .        57,200          84,159
                                                                           ---------------  ---------------
Net Cash Provided by (Used In) Investing Activities . . . . . . . . . . .        (371,915)        150,260
                                                                           ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from sale of stock. . . . . . . . . . . . . . . . . . . . .       1,024,000
Principal repayment of notes. . . . . . . . . . . . . . . . . . . . . . . .       (10,924)       (174,807)
 Cash received for options exercised. . . . . . . . . . . . . . . . . . . .       282,000
 Cash received for shares to be issued. . . . . . . . . . . . . . . . . . .       350,000
Principal borrowings on notes and mortgages . . . . . . . . . . . . . . . .       200,000         234,463
Due to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .       239,989         (91,635)
                                                                                            ---------------
Net Cash Provided By (Used In) Financing Activities . . . . . . . . . . . .     2,085,065         (31,979)
                                                                             ------------------------------

NET DECREASE IN CASH & CASH EQUIVALENTS . . . . . . . . . . . . . . . . . .      (137,888)       (286,738)

CASH & CASH EQUIVALENTS - BEGINNING . . . . . . . . . . . . . . . . . . . .       211,682         343,374
                                                                             ---------------  ---------------
CASH & CASH EQUIVALENTS - ENDING. . . . . . . . . . . . . . . . . . . . . .  $     73,794   $      56,636
                                                                             ===============  ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
---------------------------------------------------------------------------
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      470,070   $      284,402

Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            -   $            -
                                                                             ===============  ===============

</TABLE>

    See accompanying notes to the condensed consolidated financial statements
                                       -8-
<PAGE>

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

NOTE  1  BANKRUPTCY  PROCEEDINGS,  DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF
------------------------------------------------------------------------------
SIGNIFICANT  ACCOUNTING  POLICIES
---------------------------------

On April 7, 2003, the Company filed on an emergency basis a voluntary Chapter 11
bankruptcy  petition.

The  Company  requires  the  use  of  its  secured creditor's cash collateral to
operate.  Throughout  the pendency of this case, the Company has worked with its
two  real estate secured lenders, Finance Unlimited, LLC and Laurus Master Fund,
Limited  on  the  details  of cash collateral stipulation.  An order approving a
global interim cash collateral stipulation with Finance Unlimited and Laurus was
entered  on August 26, 2003. This stipulation permitted the Company's use of the
lenders'  cash  collateral  through  March  31,  2004.

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

In  May  2004, Laurus paid off Finance Unlimited and was subrogated to Finance's
$6,565,998  claim,  which  became  included in the senior of Laurus' two claims.
Laurus  then  sought to conduct a non-judicial foreclosure sale of the Property,
and  VEI  objected.  The  Bankruptcy Court issued an order on June 3, 2004, that
while  Laurus  could  conduct  a  non-judicial foreclosure sale of the Property,
Laurus  would  not  be  entitled  to  any deficiency claim against either VEI or
Valcom,  or  any  other assets other than the Property itself (and the rents and
leases  appurtenant  thereto).

On  June10,  2004,  Laurus  had the Property sold.  At this sale, Laurus claimed
that  its  senior note had a balance of $7,407,873 and its junior note a balance
of  $2,405,093.  Virtually  all  of  the  disputed  penalties,  along  with  a
disproportionate  share  of  disputed legal fees and expenses, were incorporated
into  the  junior  balance,  while  the  senior  included the $6,565,998 million
subrogated  from  the  Finance claim.  The sale was conducted through the junior
note, and the Property was sold for $2.9 million to a third party.  An affiliate
of this third party then purchased the senior note directly from Laurus, without
a  second  sale.

As a result of the Bankruptcy Court's order and the subsequent trustee's sale of
the  Property,  neither VEI nor Valcom are subject to any further liabilities on
account  of  the notes and deeds of trust previously held by Finance and Laurus.
Even  though  the  senior  note  still  technically exists, it has been rendered
non-recourse by the Bankruptcy Court's order, and could only be enforced against
the Property itself (which no longer belongs to VEI).  Any liability owed to the
third party, which purchased the Property with regard to the rents collected for
June  2004,  has  been  resolved  by  settlement  with  that  party.

On  August  3,  2004,  the  Bankruptcy Court granted the motion for dismissal of
Chapter  11  bankruptcy  case  against  the  Company.


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.

                                       -9-
<PAGE>

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

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

c)  Broadcast  Television  -  The  Company owned a 45% equity interest in ValCom
Broadcasting,  LLC,  a  New  York limited liability company, which operates KVPS
(Channel  8),  an  independent  television  broadcaster  in  the  Palm  Springs,
California  market,  which  is strategically located in the middle of four major
markets  including  Los Angeles, Phoenix, Las Vegas and San Diego. This interest
was  sold  to  Eye  Span  Entertainment  Network,  Inc.  on  February  16, 2004.

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,  2003  were  filed  on  February 13, 2004 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
and  nine  months  ended  June  30,  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.

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.

CONCENTRATIONS  AND  CREDIT  RISK
---------------------------------
The  Company  has  two  customers  who  accounted for approximately 99% of total
rental  revenues for the nine months ended June 30, 2004 and 2003, respectively.
As  of  June 30, 2004, all sound and production stages were under non-cancelable
operating  leases  for  one  year  from  two  major  production  companies.

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

                                      -10-
<PAGE>

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


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

As  per  Court  order  dated June 3, 2004 and based on the deed of trust bearing
instrument nos. 99-2400871, 02-1209820 and 02-1209821, the property belonging to
VEI,  as defined in the instruments was auctioned for sale. The properties which
were  valued  at  Land  $7,392,292 Building $4,028,785 and Building improvements
$1,154,406  and  Accumulated  Depreciation  of $1,294,088 were sold to repay the
obligations  to  Laurus  (Laurus  having  paid  the  obligations owed to Finance
Unlimited)  under  Trust  Sale  Nos:  8413-40  and 8414-30.Consequently the loss
incurred  due  to  this  sale  is  recorded  as  $1,405,656  under  the  heading
"Impairment of Property and Equipment" in the Profit and loss account of VEI for
the  nine  months  ending  June  30,  2004.

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 net loss
to  date  of  $5,962,626  and  a working capital deficiency of $1,153,146 and an
accumulated deficit of $16,518,976 at June 30, 2004.  The Company had a net loss
of  $5,962,626  for  the  nine  months  ended  June  30,  2004.

Valencia  Entertainment  International,  LLC,  a  California  limited  liability
company  and  the  Registrant's  subsidiary  filed on April 7, 2003, a voluntary
petition  in  bankruptcy  for  reorganization  under  Chapter  11  of  the  U.S.
Bankruptcy  Code in the United States Bankruptcy Court for the Southern District
of  California  (note  8).  The  main  income  of  the  Registrant  is  from the
operations of Valencia Entertainment International. These conditions raise doubt
about  the Company's ability to continue as a going concern if suitable remedies
are  not  undertaken.

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 June 30, 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.

                                      -11-
<PAGE>

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

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.

                                      -12-
<PAGE>

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

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

The  Company's  net  loss per share was calculated using weighted average shares
outstanding  of  22,799,352  and  20,161,930 for the three and nine months ended
June  30, 2004 and 12,600,064 and 11,858,208 for the three and nine months ended
June  30, 2003, respectively.  Although convertible preferred stock, convertible
debt,  and  warrants  are common stock equivalents, they are not included in the
calculation  of  diluted  earnings  per  share  as  their  effect  would  be
anti-dilutive.

NOTE  3  EQUITY  INVESTMENT
---------------------------

As  of December 31, 2003, ValCom had a 45% interest in a broadcasting company in
Palm  Springs,  California.  This  interest  was  sold to Eye Span Entertainment
Network,  Inc.  (ES),  a related party, in exchange for 750,000 shares of common
stock  of  ES  on  February 16, 2004. valued at $14,519. The Company distributed
shares  of  ES to its shareholders as dividend in their ratio of ownership as of
December  15,  2003.


NOTE  4  SEGMENT  INFORMATION
-----------------------------
As  of  and  for  the  nine  months
ended  June  30,

<TABLE>
<CAPTION>


                                Studio Rental    Studio & Equip. Rental    Film & TV Production      Total
                               ---------------  ------------------------  ----------------------  ------------
2004
====
Revenues                         $1,582,654            43,766                   87,612           1,714,032
                               ---------------  ------------------------  ----------------------  ------------

Operating (Loss) Income          (5,996,377           (20,637)                  54,388           (5,962,626)
                               ---------------  ------------------------  ----------------------

Total Assets                      4,019,349            93,681                                     4,113,030
                               ---------------  ------------------------

Depreciation and Amortization       667,422            34,700                                       702,122
                               ---------------  ------------------------
Capital Expenditure                 464,293                 -                        -              464,293
                               ---------------  ------------------------  ----------------------  ------------
<S>                            <C>              <C>                       <C>                     <C>
2003
====
Revenues. . . . . . . . . .  $    1,602,313   $       343,114   $                    -          $ 1,945,427
                            ---------------  ------------------------  ----------------------  ------------
Operating loss. . . . . . .        (929,978)           (7,692)               ( 144,926)          (1,082,596)
                               ---------------  ------------------------  ----------------------  ------------
Total Assets. . . . . . . . .    12,141,320           172,674                        -           12,313,994
                               ---------------  ------------------------  ----------------------  ------------

Depreciation and Amortization       224,620            37,200                        -              261,820
                             ----------------    ---------------        ------------------------  ------------
</TABLE>

                                      -13-
<PAGE>

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

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

On  April  7, 2003, the Company filed on an emergency basis, a voluntary Chapter
11  bankruptcy  petition.  The  case  is pending in the United States Bankruptcy
Court, Central District of California, San Fernando Valley Division, as Case No.
SV  03-12998-GM.  As  of  ,  2004,  the  Company was in compliance of all of its
duties  under the Bankruptcy Code and all applicable guidelines of the Office of
the  United  States  Trustee.

The  Company  requires  the  use  of  its  secured creditor's cash collateral to
operate.  Throughout  the pendency of this case, the Company has worked with its
two  real estate secured lenders, Finance Unlimited, LLC and Laurus Master Fund,
Limited  on  the  details  of cash collateral stipulation.  An order approving a
global interim cash collateral stipulation with Finance Unlimited and Laurus was
entered on August 26, 2003.  This stipulation permitted the Company's use of the
lenders'  cash  collateral  through  March  31,  2004.

On  April  28,  2004  the  court  approved  two  additional  cash  collateral
stipulations,  one  each  with  Finance  Unlimited  and  Laurus, authorizing the
Company's  continued  use  of  cash  collateral through May 31, 2004.  The court
approved  an  extension and granted the restructuring of notes/debt with Finance
Unlimited  and  Laurus  for  settlement  and  to  be discharged from bankruptcy.

In  May 2004, Laurus paid off Finance and was subrogated to Finance's $6,565,998
claim,  which  became included in the senior of Laurus' two claims.  Laurus then
sought  to  conduct  a  non-judicial  foreclosure  sale of the Property, and VEI
objected.  The  Bankruptcy  Court  issued  an  order on June 3, 2004, that while
Laurus  could  conduct  a  non-judicial foreclosure sale of the Property, Laurus
would  not  be entitled to any deficiency claim against either VEI or ValCom, or
any  other  assets  other  than  the  Property  itself (and the rents and leases
appurtenant  thereto).

On  June10,  2004,  Laurus  had the Property sold.  At this sale, Laurus claimed
that  its  senior note had a balance of $7,407,873 and its junior note a balance
of  $2,405,093.  Virtually  all  of  the  disputed  penalties,  along  with  a
disproportionate  share  of  disputed legal fees and expenses, were incorporated
into  the  junior  balance,  while  the  senior  included the $6,565,998 million
subrogated  from  the  Finance claim.  The sale was conducted through the junior
note, and the Property was sold for $2.9 million to a third party.  An affiliate
of this third party then purchased the senior note directly from Laurus, without
a  second  sale.

As a result of the Bankruptcy Court's order and the subsequent trustee's sale of
the  Property,  neither VEI nor ValCom are subject to any further liabilities on
account  of  the notes and deeds of trust previously held by Finance and Laurus.
Even  though  the  senior  note  still  technically exists, it has been rendered
non-recourse by the Bankruptcy Court's order, and could only be enforced against
the Property itself (which no longer belongs to VEI).  Any liability owed to the
third party, which purchased the Property with regard to the rents collected for
June  2004,  has  been  resolved  by  settlement  with  that  party.

NOTE  6  IMPAIRMENT  OF  PROPERTY  AND  EQUIPMENT

The property and equipment was recorded in the books at net value of $11,251,216
(net  of  depreciation  of  $  1,324,266).  On  June  10, 2004, the property was
foreclosed  for $ 9,812,966 and the proceeds were used to pay off the notes from
Laurus.  The  Company  has  adjusted the value of the property to its subsequent
disposal  value. The Company recorded difference between the liabilities settled
from foreclosure of the property and the net book value, as an impairment of the
property  and equipment and recorded impairment costs of $ 1,438,250  during the
period  ending  June  30,  2004.

 The  impaired  property  and  equipment  comprised  of  the  following:

   Land                                $    7,392,292
   Building                                 5,183,190
   Accumulated  depreciation               (1,324,266)
                                           11,251,216
   Exchange  for  payment  of  liability   (9,812,966)
   Impairment  loss                     $  (1,438,250)

     -14-
<PAGE>

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

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

On  February 16, 2004, the Company sold its 45% interest in ValCom Broadcasting,
consisting of a joint venture agreement with New Global Communications, Inc. The
joint venture operates a newly developed low power television broadcast station,
K08MX-LP,  in  Palm  Springs,  California.  The February 16, 2004 Asset Purchase
Agreement  with  Eye  Span Entertainment Network, Inc. also included the sale by
the  Company  of  143  titles from the ValCom, Inc. film library, along with the
copyrights,  trademarks,  equipment,  legal  options,  supplies,  spare  parts,
inventory,  and  all other tangible personal property related to bingo owned and
used  or  useful in the operation of Latino Bingo, Satellite Bingo and all other
related  items. It also included the sale of 10% ownership interest in Las Vegas
Studios  located  at  41  North  Mojave  Road,  Las  Vegas,  Nevada  89101.  The
shareholders of interest of Valcom Inc. as of December 15, 2003 received 750,000
shares of common stock of Eye Span Entertainment Network, Inc, value at $14,519,
for  the  sale  of  45%  interest  in  ValCom  Broadcasting,  LLC,  143 film and
television  titles,  all  of  the rights, title and interest in Latino Bingo and
Satellite  Bingo,  as  well as the 10% interest in Las Vegas StudiosThe Company
distributed  shares  of  ES  to  its  shareholders as dividend in their ratio of
ownership  as  of  December  15,  2003.


NOTE  8  STOCKHOLDERS'  EQUITY
------------------------------
(A)  CONVERTIBLE  PREFERRED  STOCK
----------------------------------
On  June  30, 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
nine  months  ended  June  30,  2004.

During  the  period ending June 30, 2004, the Company issued  1,599,999 Series C
================================================================================
Preferred  Stock  in  lieu  of  services  and cash . The Company granted 300,000
================================================================================
warrants  associated  with  the  issuance  of  the  preferred stock. The Company
================================================================================
recorded  $  51,568  in expenses for the warrants granted based on Black Scholes
================================================================================
calculation.
============

Assumption  used  (for  Black  Scholes  calculations):
======================================================

Exercise  Price                                              $  .25
===================================================================
Life                                                             12  months
===========================================================================
Volatility                                                      125%
======================================================================
Interest  Rate                                                    8%
====================================================================

The  following  is  the  summary  of  warrants  as  of  June  30,  2004:
========================================================================

Warrants  as  of  September 30, 2003                                           0
================================================================================
Warrants  issued during the period                                       300,000
================================================================================
Warrants  exercised  during the period                                         0
================================================================================
Warrants  expired  during  the  period       0
======================================--------

Warrants  outstanding  as  of  June  30, 2004                            300,000
================================================================================

During  the  period  ending  June  30,  2004, the Company received $ 350,000 for
================================================================================
1,400,000  Series  C  Preferred  Stock  to  be  issued  .
=========================================================

                                      -15-
<PAGE>

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

(B)  COMMON  STOCK
------------------
During  the  nine months ended June 30, 2004, the Company converted the Series D
Preferred Stock to common stock by issuance of 2,800,000 shares of common stock.

During the nine months ended June 30, 2004, the Company issued 208,333 shares of
common  stock in lieu of debt retirement.  The value of the debt retired totaled
approximately  $25,000.

During the nine months ended June 30, 2004, the Company issued 500,000 shares of
common stock in lieu of prepaid development costs.  The value of the development
costs  totaled  approximately $215,000, which was computed based upon the market
prices  of  the  common  stock  on  the  applicable  payment  dates.

During  the  nine  months ended June, 2004, the Company issued 650,000 shares of
common  stock  in  lieu  of prepaid acquisition and development costs of the Las
Vegas  Studios.  The  value  of  the  development  costs  totaled  approximately
$266,500, which was computed based upon the market prices of the common stock on
the  applicable  payment  dates.

During  the nine months ended June 30, 2004, the Company issued 1,900,000 shares
of  common  stock  in  lieu  of  compensation consultancy services performed and
compensation.  The  value  of  the  services  performed  totaled  approximately
$797,600, which was computed based upon the market prices of the common stock on
the  applicable  payment  dates.

During  the  nine  months  ended June, 2004, the Company issued 30,000 shares of
common  stock  to a director in lieu of an interest payment of $3,000, which was
computed  based  upon the market price of common stock at the applicable payment
date.

During  the  nine  months ended June, 2004, the Company issued 500,000 shares of
common  stock  to  a  director  in lieu for compensation valued at  $ 95,000 and
principal  loan repayment for $ 50,000, which was computed based upon the market
price  of  common  stock  at  the  applicable  payment  date.

During  the  nine  months ended June, 2004, the Company issued 250,000 shares of
common  stock  to  a  director in lieu of services valued at $ 35,000, which was
computed  based  upon the market price of common stock at the applicable payment
date.

During the nine months ended June 30, 2004, the Company issued 300,000 shares of
common  stock  to  a director in lieu of retirement of a loan which was computed
based  upon  the  market prices of common stock on the applicable payment dates.

During  the  nine months ended June 30, 2004, the Company issued an aggregate of
315,750  shares of common stock in lieu of compensation, salaries and bonuses to
employees.  Total  value  of  the  compensation,  salaries  and  bonuses  was
approximately  $121,458,  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 nine months ended June 30, 2004, the Company issued 600,000 shares of
common stock in exchange for 600,000 shares of series C preferred convertible on
a  one  on  one  basis  and  retired  110,000  to treasury as part of settlement
agreement.

During  the nine months ended June 30, 2004, the Company issued 1,344,667 shares
of  common  stock  for  options  exercised  amounting  to  $  282,000.

During  the nine months ended June 30, 2004, the Company issued 2,792,468 shares
of  common  stock  to  individuals  through  a  Private Placement Memorandum for
$1,024,000.

During the nine months ended June 30, 2003, the Company issued 975,000 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  $140,376,  which was computed based upon the market prices of the
common  stock  on  the  applicable  payment  dates.

During the nine months ended June 30, 2003, the Company issued 597,500 shares of
common  stock in lieu of compensation, salaries and bonuses to employees.  Total
value of the compensation, salaries and bonuses was approximately $54,475, which
was  computed based upon the market prices of the common stock on the applicable
payment  dates.

During  the nine months ended June 30, 2003, the Company issued 26,400 shares of
common  stock  in  lieu of debt retirement.  Total value of the debt retired was
approximately  $3,870,  which  was  computed based upon the market prices of the
common  stock  issued  on  the  applicable  payment  dates.

                                      -16-
<PAGE>

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

NOTE  9  DISPOSAL  OF  BUILDING  (UNDER  THE  ORDER  OF  BANKRUPTCY  COURT)
---------------------------------------------------------------------------

VEI  filed  a voluntary chapter 11 bankruptcy petition on April 7, 2003.  By May
2004,  the  Property was subject to three (3) secured claims.  These were a note
and  first-priority  deed of trust held by Finance Unlimited, LLC ("Finance") in
the  amount  of  $6,565,998  and  two  notes,  secured  by  second-priority  and
third-priority deeds of trust, both held by Laurus Master Fund, Ltd. ("Laurus").
Laurus  claimed that it was owed a total of $2,978,876 plus additional penalties
and  additional legal fees on the two notes but VEI disputed many of the penalty
claims  by  Laurus.  The  Finance  note  was  solely  the obligation of VEI, but
ValCom,  Inc.  was  also  an  obligor  on  the  two  Laurus  notes.

In  May 2004, Laurus paid off Finance and was subrogated to Finance's $6,565,998
claim,  which  became included in the senior of Laurus' two claims.  Laurus then
sought  to  conduct  a  non-judicial  foreclosure  sale of the Property, and VEI
objected.  The  Bankruptcy  Court  issued  an  order on June 3, 2004, that while
Laurus  could  conduct  a  non-judicial foreclosure sale of the Property, Laurus
would  not  be entitled to any deficiency claim against either VEI or valium, or
any  other  assets  other  than  the  Property  itself (and the rents and leases
appurtenant  thereto).

On  June10,  2004,  Laurus  had the Property sold.  At this sale, Laurus claimed
that  its  senior note had a balance of $7,407,873 and its junior note a balance
of  $2,405,093.  Virtually  all  of  the  disputed  penalties,  along  with  a
disproportionate  share  of  disputed legal fees and expenses, were incorporated
into  the  junior  balance,  while  the  senior  included the $6,565,998 million
subrogated  from  the  Finance claim.  The sale was conducted through the junior
note, and the Property was sold for $2.9 million to a third party.  An affiliate
of this third party then purchased the senior note directly from Laurus, without
a  second  sale.
As a result of the Bankruptcy Court's order and the subsequent trustee's sale of
the  Property,  neither VEI nor ValCom are subject to any further liabilities on
account  of  the notes and deeds of trust previously held by Finance and Laurus.
Even  though  the  senior  note  still  technically exists, it has been rendered
non-recourse by the Bankruptcy Court's order, and could only be enforced against
the Property itself (which no longer belongs to VEI).  Any liability owed to the
third party, which purchased the Property with regard to the rents collected for
June  2004,  has  been  resolved  by  settlement  with  that  party.

NOTE  10  SUBSEQUENT  EVENTS

BANKRUPTCY  DISMISSAL

VEI  filed  a  voluntary  chapter  11-bankruptcy  petition  on April 7, 2003 and
obtained  the  status  of Debtor in Possession.  After successfully settling the
debts  owed  to  secured  creditors  through sale of property as per court order
dated  June  3,  2004 VEI applied to the United States Bankruptcy Court, Central
District  of  California,  San  Fernando Valley Division for a Motion to dismiss
Chapter  11 Bankruptcy case ("the Motion").  The Court on August 3, 2004, having
considered  the  Motion  and  pleadings  filed  in support thereof, having heard
argument  of  counsel,  finding  that  notice  was  proper,  and  for good cause
appearing  therefore,  ordered  (1)  The  Motion granted (2) Debtor's Chapter 11
bankruptcy  case  dismissed.

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

INTRODUCTION

 PLAN  OF  OPERATION

As  of  June 30, 2004, ValCom, Inc. operations were comprised of four divisions:
(1) Studio  (2) Equipment and Personnel Rental, (3) Broadcast Television and (4)
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, which will generate
$2,100,000  annually  with  cost-of-living  increases.  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.
                                      -17-
<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).

CHANNEL  8  IN  PALM  SPRINGS,  CALIFORNIA
------------------------------------------

In  connection  with its joint venture with New Global Communications, Inc., the
Company  owns  a  45%  equity  interest  in ValCom Broadcasting, LLC, a New York
limited  liability  company,  which  operates  KVPS  (Channel 8), an independent
television  broadcaster  in  the  Palm  Springs,  California  market

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  JUNE  30,  2004  VS.  JUNE  30,  2003
-----------------------------------------------------------

Revenues  for  the  three  months June 30, 2004 decreased by $87,623 or 14% from
$642,858  for  the  three  months  ended  June 30, 2003 to $555,235 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 June 30, 2004 increased by $12,957
or  75% from $17,354 for the three months ended June 30, 2003 to $30,311 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 June 30, 2004
increased  by  $146,410 or 171% from $85,545 for the three months ended June 30,
2003  to  $231,955  for  the  same  period  in  2004.

General  and  administrative  expenses  for the three months ended June 30, 2004
decreased  by  $23,256  or  6% from $408,847 for the three months ended June 30,
2003  to  $385,591 for the same period in 2004. The decrease was due principally
to  decreased  personnel  costs  for  the  new  projects.

Interest  expense  for the three months ended June 30, 2004 decreased by $90,311
or  44%  from  $203,095 for the three months ended June 30, 2003 to $112,784 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 $795,898
from  $120,549 for the three months ended June 30, 2003 to $916,447 for the same
period  in  2004.


NINE  MONTHS  ENDED  JUNE 30, 2004 VS. NINE MONTHS ENDED JUNE 30, 2003
----------------------------------------------------------------------

Revenues  for  the  nine months ended June 30, 2004 decreased by $231,395 or 12%
from  $1,945,427  for  the nine months ended June 30, 2003 to $1,714,032 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 nine months ended June 30, 2004 decreased by $226,056
or  83% from $273,070 for the nine months ended June 30, 2003 to $47,014 for the
same  period  in  2004.  The decrease in production costs was principally due to
decreased  production  associated  with  Woody  Fraser  Productions as described
above.

Impairment of property and equipment increased by $1,438,250 for the nine months
ended  June  30,  2004  compared  to  $0 for the nine months ended June 30, 2003
primarily due to sale of property of VEI to pay off Finance Unlimited and Laurus
Notes.

The  Litigation costs increased by $1,405,656 for the nine months ended June 30,
2004  compared  to  $0  for the nine months ended June 30, 2003 primarily due to
additional  interest,  penalties, and acceleration payment and lawyer's fee paid
for  the  settlement  of  Laurus  Notes.

Depreciation  and  amortization  expense for the nine months ended June 30, 2004
increased  by  $440,302  or 168% from 261,820 for the nine months ended June 30,
2003 to $702,122 for the same period in 2004, mainly due to write off of certain
balance  sheet  items.

General  and  administrative  expenses  for  the nine months ended June 30, 2004
decreased  by $386,850 or 16% from $2,474,591 for the nine months ended June 30,
2003  to  $2,087,741  for  the  same  period  in  2004.  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 nine months ended June 30, 2004 increased by $19,653
or 3% from $774,508 for the nine months ended June 30, 2003 to $794,161 for the
same  period  ended  June  30,  2004.

Other  income  for the nine months ended June 30, 2004 decreased by $50,000 from
$50,000  for  the  nine  months ended June 30, 2003 to $0 for the same period in
2004.

                                      -18-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

Due  to  the  factors  described  above,  the  Company  incurred  a  net loss of
$5,840,976  for  the  nine  months  ended  June 30, 2004 compared to net loss of
$1,823,954  for  the  same  period  in  2003.

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 six months ended March 31, 2004.

The  Company  has purchased additional studio facilities comprising 7.5 acres of
land  and  162,000  sq.  ft.  of buildings in Las Vegas as part of its expansion
plans.  The  Company  is  undergoing a three phase renovation, which will ensure
additional  rental  revenues  to  the Company with revenue opportunities for the
Company's  other  related  businesses  to  begin  almost  immediately.

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  $5,840,976 and a negative cash flow from operations of $1,574,879
for  the  nine  months  ended  June  30,  2004,  a working capital deficiency of
$1,265,419,  and  an accumulated deficit of $16,177,487 at June 30, 2004.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.

Cash  totalled $73,794 on June 30, 2004 compared to $39,670 as at June 30, 2003.
During  the  nine  months  ended  June  30,  2004,  net  cash  used by operating
activities  totaled $1,574,879 compared to net cash used by operating activities
of $405,019 for the comparable nine-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 nine months
ended  June  30,  2004 totaled $1,391,179 compared to $31,979 for the comparable
nine-month period in 2003.  Net cash provided by investing activities during the
nine months ended June 30, 2004 totaled $45,812 compared to net cash provided of
$150,260  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 $137,888 during
the  nine  months  ended June 30, 2004 compared to a decrease of $286,738 during
the  comparable  prior  year  period.

Net  working  capital  (current  assets less current liabilities) was a negative
$1,265,415as  of  June  30,  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 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.

                                      -19-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES
     Effective  Disclosure  Controls
     -------------------------------

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

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

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

1.     The  Company's  records of stock and equity related transactions were not
updated  on  a  timely  basis  and  do  not reflect the current ownership of the
Company  as  accurately as they might.  Remedy:  The Company intends to engage a
stock  transfer  agent  to handle issuances and conversions of all series of its
preferred  stock.  In  addition, the Company will maintain more accurate records
of  all  equity  transactions  during  the  year.

The  Board  of  Directors will ensure that it authorizes all stock, warrants and
options  granted  in  accordance  with applicable agreements and/or compensation
plans  to avoid the possibility of unauthorized issuances of stock, warrants and
options.

2.     The Company recorded a significant number of audit adjustments during the
fourth  quarter,  which  were required to properly state the account balances at
September  30,  2002.  Remedy:  The Company will implement comprehensive closing
procedures,  including an analysis of all balance sheet accounts and significant
income  statement  accounts.

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

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

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

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

PART  II--OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
----------------------------

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
---------------------------------

(B)  COMMON  STOCK
------------------
During the nine months ended June 30, 2004, the Company issued 208,333 shares of
common  stock in lieu of debt retirement.  The value of the debt retired totaled
approximately  $25,000.

During the nine months ended June 30, 2004, the Company issued 500,000 shares of
common stock in lieu of prepaid development costs.  The value of the development
costs  totaled  approximately $215,000, which was computed based upon the market
prices  of  the  common  stock  on  the  applicable  payment  dates.

                                      -20-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

During  the  nine  months ended June, 2004, the Company issued 650,000 shares of
common  stock  in  lieu  of prepaid acquisition and development costs of the Las
Vegas  Studios.  The  value  of  the  development  costs  totaled  approximately
$266,500, 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 nine months ended June 30, 2004, the Company issued 1,290,000 shares
of  common  stock  in  lieu  of  compensation consultancy services performed and
compensation.  The  value  of  the  services  performed  totaled  approximately
$620,400, which was computed based upon the market prices of the common stock on
the  applicable  payment  dates.

During  the  nine  months  ended June, 2004, the Company issued 30,000 shares of
common  stock  to a director in lieu of an interest payment of $3,000, which was
computed  based  upon the market price of common stock at the applicable payment
date.

During the nine months ended June 30, 2004, the Company issued 300,000 shares of
common  stock  to  a director in lieu of retirement of a loan which was computed
based  upon  the  market prices of common stock on the applicable payment dates.

During  the  nine months ended June 30, 2004, the Company issued an aggregate of
1,315,750  shares  of common stock in lieu of compensation, salaries and bonuses
to  employees.  Total  value  of  the  compensation,  salaries  and  bonuses was
approximately  $436,458,  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 nine months ended June 30, 2004, the Company issued 600,000 shares of
common stock in exchange for 600,000 shares of series C preferred convertible on
a  one  on  one  basis  and  retired  110,000  to treasury as part of settlement
agreement.

During  the nine months ended June 30, 2004, the Company issued 4,454,999 shares
of  common  stock  to  individuals  through  a  Private Placement Memorandum for
$1,015,000.  This  issuance  of  shares was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

                                      -21-

<PAGE>

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
----------------------------

BANKRUPTCY  DISMISSAL

VEI  filed  a  voluntary  chapter  11-bankruptcy  petition  on April 7, 2003 and
obtained  the  status  of Debtor in Possession.  After successfully settling the
debts  owed  to  secured  creditors  through sale of property as per court order
dated  June  3,  2004 VEI applied to the United States Bankruptcy Court, Central
District  of  California,  San  Fernando Valley Division for a Motion to dismiss
Chapter  11 Bankruptcy case ("the Motion").  The Court on August 3, 2004, having
considered  the  Motion  and  pleadings  filed  in support thereof, having heard
argument  of  counsel,  finding  that  notice  was  proper,  and  for good cause
appearing  therefore,  ordered  (1)  The  Motion granted (2) Debtor's Chapter 11
bankruptcy  case  dismissed.

IMPAIRMENT  OF  PROPERTY  AND  EQUIPMENT

As  per  Courts  order  dated  June  3, 2004, based on the deed of trust bearing
instrument nos. 99-2400871, 02-1209820, and 02-1209821 the property belonging to
VEI, as defined in the instruments was auctioned for sale.  The properties which
were  valued  at  Land  $7,392,292 Building $4,028,785 and Building improvements
$1,154,406  and  Accumulated  Depreciation  of $1,294,088 at March 31, 2004 were
sold to repay the obligations to Laurus (Laurus having paid the obligations owed
to Finance Unlimited) under Trust Sale Nos: 8413-40 and 8414-30.Consequently the
loss  incurred due to this sale is recorded as $1,438,250 in the Profit and loss
account  of  VEI  for  the  period  six  months  ending  March  31,  2004.

                                      -22-

<PAGE>

                         VALCOM, INC. AND SUBSIDIARIES

99.2  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(B)  REPORTS  ON  FORM  8-K

1.  F.D. Disclosures pertaining to Option of Shares (filed with Edgar on May 25,
2004).

2.  Foreclosure  on  six  of  the  eight  Valencia Sound Stages(filed with Edgar
on June 30, 2004).

3.  Dismissal  of Chapter 11-Bankruptcy for Valencia Entertainment International
(filed  with  Edgar  on  June  30,  2004).



                                   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:  September 10,  2004         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             September  10,  2004
          ------------------ Chairman of the Board     --------------
          Vince  Vellardita


BY:  /s/  Tracey  Eland  Secretary                     September  10,  2004
          -------------  (Principal Accounting Officer)-------------
          Tracey  Eland

                                      -23-

<PAGE>

EXHIBIT  99.1

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

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

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter  ended  June 30,  2004  (the  "Report")  fully  complies  with  the
requirements  of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934
(15  U.S.C.  78m  or  78o(d));  and

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



Dated:  September 10,  2004
        --------------
                                   /s/  Vince  Vellardita
                                   ----------------------
                                   Name:  Vince  Vellardita
                                   Title:  Chief  Executive  Officer



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

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

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter  ended  June 30,  2004  (the  "Report")  fully  complies  with  the
requirements  of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934
(15  U.S.C.  78m  or  78o(d));  and

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


Dated:  September 10,  2004
        --------------



                              /s/Tracey  Eland
                              ----------------
                              Name:  Tracey  Eland
                              Title:  Controller (Principal Accounting Officer)

                                      -24-

<PAGE>

EXHIBIT  99.2
                           CERTIFICATIONS PURSUANT TO
                         RULES 13A-14 AND 15D-14 OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Quarterly  Report  of  ValCom,  Inc., a Delaware
corporation  (the  "Company"),  on  Form  10-QSB for the period ending June 30,
2004,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, Vince Vellardita, the Company's Chief Executive Officer (the
"Officer"),  certify,  pursuant  to  Rule  13a-14  or  15d-14  of the Securities
Exchange  Act  of  1934,  as  amended,  that:

(1) The Officer has reviewed the Report.

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

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

(4) The Officer and the other certifying officer:

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

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

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

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

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

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

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

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

Dated:  September 10,  2004
        ----------------


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

                                      -25-

<PAGE>

     In  connection  with  of  the  Quarterly Report of ValCom, Inc., a Delaware
corporation  (the  "Company"),  on  Form 10-QSB for the period ending June 30,
2004,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"),  I,  Tracey  Eland  ,  the  Company's  Secretary  and principal
accounting  officer  (the "Officer"), certify, pursuant to Rule 13a-14 or 15d-14
of  the  Securities  Exchange  Act  of  1934,  as  amended,  that:

(1) The Officer has reviewed the Report.

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

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

(4) The Officer and the other certifying officer:

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

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

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

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

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

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

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

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

Dated:  September 10,  2004
       -----------------

                         By:     /s/  Tracey  Eland
                                 ------------------
                                 Tracey  Eland
                                 Secretary  and
                                 Principal  Accounting  Officer

                                      -26-

<PAGE>