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

                               Amendment No. 1 to
                                   FORM 10-QSB

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

                 FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2002

                         Commission file Number 0-28416
                                       or

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

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


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

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

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

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

As of December 31, 2002 the issuer had 11,395,833 shares of its $0.001 par value
common  stock  outstanding.

<PAGE>

                                  VALCOM, INC.

                                   FORM 10-QSB
                                      INDEX
                                                                     Page
PART  I.    FINANCIAL  INFORMATION

Item  1.   Condensed  Consolidated  Financial  Statements
           Condensed  Consolidated  Balance  Sheets  as  of
             December  31,  2002  (unaudited)  and  September 30,
             2002                                                      3

           Condensed  Consolidated  Statements  of  Operations
             for  the  three  months  ended  December  31,  2002
             and  2001  (unaudited)                                    5

           Condensed  Consolidated  Statement  of  Changes
             of  Shareholders'  Equity  for  the  three  months
             ended  December  31,  2002  (unaudited)                   6

           Condensed  Consolidated  Statements  of  Cash  Flows
             for the three months ended December 31, 2002 and
             2001  (unaudited)                                         8

           Notes  to  Condensed  Consolidated  Financial  Statements
          (unaudited)                                                  9

Item  2.    Management's  Discussion  and  Analysis  of  Financial
             Condition  and  Results  of  Operations                  15

Item 3.     Disclosure Controls and Procedures                        18

Part  II.   OTHER  INFORMATION

Item  1.    Legal  Proceedings                                        19

Item  2.    Changes  in  Securities                                   20

Item  3.    Defaults  Upon  Senior  Securities                        20

Item  4.    Submission of Matters to a Vote of Security Holders       20

Item  5.    Other  Information                                        20

Item  6.    Exhibits  and  Reports  on  Form  8-K                     21

SIGNATURES                                                            22

Part  III.  EXHIBITS

<PAGE>

PART  I.  FINANCIAL  INFORMATION

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

                                               December  31  September  30,
                                                       2002          2002
                                                      ------        -----
                                   ASSETS        (Unaudited)
                                  -------
Current  Assets:
Cash                                             $   53,677     $   343,374
Accounts  receivable,  net                          127,499          99,864
Other  receivables                                  206,879         281,471
Prepaid  development  costs                         110,760          80,932
Related  party  receivables,  net                     5,000          29,000
Note  receivable,  current                           71,566          71,566
Deferred  compensation                              442,587         404,548
                                                 -----------    -----------
Total  Current  Assets                            1,017,968       1,310,755

Property  and  equipment  -  net                 11,791,837      11,849,037
Deferred  financing  costs                          244,680         275,220
Deposits  and  other  assets                         40,288          39,413
Note  receivable,  long-term                         38,224          64,892
                                                ------------    -----------
Total  Assets                                 $  13,132,997   $  13,539,317
                                               ============     ============

    See accompanying notes to the condensed consolidated financial statements

                                       -3-
<PAGE>

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

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

Current  Liabilities:
Accounts  payable                                $   309,027            263,539
Accrued  interest                                    105,401             38,764
Accrued  expenses                                    283,743            300,850
Due  to  related  parties,  current portion          111,385             51,635
Notes  payable,  current  portion                  1,266,117          1,238,357
Preferred  stock  payable                             12,600             12,600
                                                 -----------          ---------
Total  Current  Liabilities                        2,088,273          1,905,745
Due  to  related  parties,  net of current portion    40,000             40,000
Notes  payable,  net  of  current portion          6,663,190          6,702,593
                                                 -----------         ----------
Total  Liabilities                              $  8,791,463      $   8,648,338
                                                 -----------         ----------

Commitments  and  contingencies

Stockholders'  Equity:
Convertible  preferred  stock:  all  with  par  value
$0.001;
Series  B,  1,000,000  shares  authorized;  38,000
shares  issued  and  outstanding,  respectively              38              38
Series  C,  5,000,000  shares  authorized;  1,780,000  and
1,400,000  shares  issued  and  outstanding, respectively 1,780           1,400
Series  D,  1,250,000  shares  authorized;1,250,000
shares  issued  and  outstanding,  respectively           1,250           1,250
Common  stock,  par  value  $.001;  100,000,000  shares
authorized;  11,395,833  and  11,011,933
shares  issued  and  outstanding,  respectively          11,396          11,012

Series  C  preferred  stock  to be issued (380,000 Shs)       0         239,400

Additional  paid-in  capital                         13,253,508      12,787,591

Accumulated  deficit                                 (8,902,916)     (8,126,190)

Treasury  stock,  at  cost (35,000 shares)              (23,522)        (23,522)
                                                    -----------     -----------
Total  Stockholders'  Equity                          4,341,534       4,890,979
                                                    -----------     -----------
Total  Liabilities  and  Stockholders'  Equity      $13,132,997     $13,539,317
                                                    ===========     ===========

    See accompanying notes to the condensed consolidated financial statements

                                       -4-

<PAGE>

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



                                         Three months ended

                                         December  31,
                                         2002        2001
                                         ----        ----
Revenue
  Rental                          $   563,655   $   886,472
  Production                          122,892     2,819,239
  Other                                78,382             0
                                   ----------    ----------
      Total  Revenue                  764,929     3,705,711
                                   ----------    ----------
Cost  and  Expenses:
  Production                          191,023     2,540,890
  Selling  and  promotion              12,417        18,085
  Depreciation  and  amortization      87,740        52,412
  General  and  administrative      1,083,637       875,570
                                    ----------   ----------
      Total  Costs  and  Expenses   1,374,817     3,486,957
                                   ----------    ----------
Operating  (loss)  Income            (609,888)      218,754

Other  Income  (Expense):
    Interest  expense                (174,838)    (169,537)
    Other  income                       8,000             -
                                   ----------    ----------
      Total  Other  Income  (Expense)(166,838)    (169,537)
                                   ----------    ----------
Net  (loss)  income               $  (776,726)   $   49,217
                                    ==========   ==========

Net  (loss)  income  per  common  share
      Basic  and  diluted          $    (0.07)   $     0.01
                                    ==========   ==========
Weighted  Average  Shares
Outstanding:
      Basic  and  diluted          11,165,249     9,135,419
                                   ==========   ===========

    See accompanying notes to the condensed consolidated financial statements

                                       -5-

<PAGE>

<TABLE>
<CAPTION>


                                    VALCOM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                             (UNAUDITED)

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

                                              Shares    Amount   Shares  Amount     Shares    Amount
                                              ------    ------   ------  ------     ------    ------
<S>                                         <C>         <C>      <C>     <C>       <C>        <C>
Balance, September 30, 2002. . . . . . . .  11,011,933  $11,012  38,000  $    38   1,400,000  $ 1,400

Shares issued for services . . . . . . . .     275,000      275       -        -           -        -

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

Shares issued to employees as compensation      82,500       83       -        -          -         -

Preferred stock issued in acquisition. . .           -        -       -        -     380,000      380

Issuance of common stock options . . . . .           -        -       -        -           -        -

Net loss . . . . . . . . . . . . . . . . .           -        -       -        -           -        -
                                            ----------   ------  ------   ------   ---------   ------
Balance December 31, 2002. . . . . . . . .  11,395,833  $11,396  38,000  $    38   1,780,000  $ 1,780
                                            ==========   ======  ======   ======   =========   ======
</TABLE>

    See accompanying notes to the condensed consolidated financial statements

                                       -6-

<PAGE>

<TABLE>
<CAPTION>


                                                VALCOM, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)
                                                           (UNAUDITED)


                                                                       Series C
                                                Preferred Series D   Preferred Stock    Additional
                                                                      to be Issued        Paid-In     Treasury   Accumulated
                                               Shares      Amount    Shares    Amount     Capital      Stock      Deficit
                                               ------      ------    ------    ------   -----------   --------   -----------
<S>                                          <C>         <C>         <C>      <C>       <C>          <C>        <C>
Balance, September 30, 2002 . . . . . . . .  1,250,000   $   1,250   380,000  $239,400  $12,787,591  $(23,522)  $(8,126,190)

Shares issued for services. . . . . . . . .          -           -         -         -       56,225         -             -

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

Shares issued to employees for compensation          -           -         -         -       23,992         -             -

Preferred stock issued in acquisition . . .   (380,000)   (239,400)  239,020         -            -         -             -

Issuance of common stock options. . . . . .          -           -         -         -      142,836         -             -

Net loss. . . . . . . . . . . . . . . . . .          -           -         -         -            -         -      (776,726)
                                             ---------   ---------  --------   -------   ----------   -------    -----------
Balance December 31, 2002 . . . . . . . . .  1,250,000   $   1,250         0  $      0  $13,253,508  $(23,522)  $(8,902,916)
                                             =========    ========  ========   =======   ==========   =======    ===========

                                                Total
<S>                                          <C>
Balance, September 30, 2002 . . . . . . . .  $4,890,979

Shares issued for services. . . . . . . . .      56,500

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

Shares issued to employees for compensation      24,075

Preferred stock issued in acquisition

Issuance of common stock options. . . . . .     142,836

Net loss. . . . . . . . . . . . . . . . . .    (776,726)
                                              ----------
Balance December 31, 2002 . . . . . . . . .  $4,341,534
                                              ==========
</TABLE>

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

<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                        Three  Months  ended
                                                             December  31,

                                                      2002                2001
                                                     -----               -----
Operating  Activities:
Net  (loss)  income                             $  (776,726)      $     49,217
Adjustments  to  reconcile  net  (loss)  income
to  net  cash  used  in  operating  activities:
    Depreciation  and  amortization                  87,740             52,412
    Bad debt expense                                 24,000                  0
    Gain on sale of fixed assets                     (8,000)                 0
    Stock  issued  for  services                     56,500             56,088
    Stock  issued  for  compensation                 24,075                  0
Options  issued  for  compensation                  142,836                  0
    Other                                                 0            153,177
Changes  in  assets  and  liabilities:
    Receivables                                   (  27,635)         (  55,843)
    Prepaid  expenses                             (  29,828)                 0
    Other  assets                                    74,592                  0
    Deferred  Compensation                          (38,039)                 0
    Accounts  payable  and  accrued  expenses        95,018             64,012
    Production  deposits                                  0           (755,512)
    Deposits                                         (  875)             1,459
                                                  ----------        -----------
Net  Cash  used  by  Operating Activities        (  376,342)          (434,990)
                                                  ----------        -----------
Investing  Activities:
    Acquisition  of  fixed  assets                        0           ( 14,356)
    Notes  receivable  payments                      26,668            115,000
    Proceeds from sale of fixed assets                8,000                  0
                                                -----------         -----------
Net  Cash  Provided  by  Investing  Activities       34,668            100,644
                                                -----------         -----------
Financing  Activities:
    Principal  borrowings  on  notes                185,000                  0
    Principal repayments on notes                  (192,773)                 0
    Loans  payable                                        0          (  26,671)
    Due  to  related  party                          59,750                  0
                                                -----------         -----------
Net Cash provided (used) by Financing Activities     51,977           ( 26,671)
                                                -----------         -----------
Net  decrease  in  Cash                            (289,697)          (361,017)
Cash  at  beginning  of  year                       343,374            420,857
                                                -----------         -----------
Cash  at  end  of  period                       $    53,677        $    59,840
                                                ===========         ===========
Supplemental  disclosure  of  cash  flow  information:
    Interest  paid                              $   108,201        $   169,537
                                                ===========         ===========
    Income  taxes  paid                         $         0        $         0
                                                ===========         ===========
Supplemental  disclosure  of  non  cash  investing
and  financing  activity:
    26,400 Shares of common stock               $     3,870        $         0
    issued  for  retirement  of  debt           ===========        ============

    See accompanying notes to the condensed consolidated financial statements

                                       -8-

<PAGE>

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

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

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

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

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

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

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

c) Film and TV production - the Company has a joint-venture agreement with Woody
Fraser  Productions,  Inc.  ("Woody  Fraser")  pursuant to which the Company and
Woody  Fraser produce various television productions for the broadcast networks,
cable  networks  or  first-run  television  syndication  and may be subsequently
licensed  to  foreign  or  domestic  cable  and  syndicated  television markets.
However,  the  Company is currently in a dispute with Woody Fraser (See Note 5).

d)  Magazine  publication  -  Operating  under  the name Brentwood Magazine, the
Company  derives  advertising  revenues  from  the  publishing  of  a  southern
California  magazine  covering  entertainment,  business,  luxurious lifestyles,
travel  and  fashions.  The  Company  also  uses  the  magazine  as a source for
additional promotion of the Company. In January 2003, the Company entered into a
Memorandum  of  Understanding to cancel the Agreement and Plan of Reorganization
dated  August  2,  2002,  pursuant to which the Company acquired PTL Productions
(dba Brentwood Magazine) and sell PTL Productions, Inc. (dba Brentwood Magazine)
back  to  the  seller  (See  Note  8).

BASIS  OF  PRESENTATION
-----------------------
This  summary  of significant accounting policies of the Company is presented to
assist in understanding the consolidated financial statements.  The consolidated
financial  statements and notes are representations of the Company's management,
which  is  responsible  for  their  integrity and objectivity.  These accounting
policies  conform  to  accounting  principles  generally  accepted in the United
States  of  America and have been consistently applied in the preparation of the
consolidated  financial  statements.  During  the  fiscal year 2001, the Company
changed  its  year-end  to  September  30 from December 31 to better reflect its
operating  cycle.

PRINCIPLES  OF  CONSOLIDATION
-----------------------------
The  consolidated  financial statements include the accounts of ValCom, Inc. and
three  wholly-owned  subsidiaries,  VEI,  which  was acquired effective February
2001,  Half  Day  Video,  Inc.,  which was acquired effective March 2001 and PTL
Productions,  Inc.,  (dba  Brentwood Magazine) which was acquired in August 2002
(See  Note  4).  In  January  2003,  the  Company  entered  into a Memorandum of
Understanding to cancel the Agreement and Plan of Reorganization dated August 2,
2002,  pursuant  to  which  the  Company acquired PTL Productions (dba Brentwood
Magazine)  and  sell  PTL Productions, Inc. (dba Brentwood Magazine) back to the
seller  (See  Note  8).

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.

                                   -9-

<PAGE>

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

USE  OF  ESTIMATES
------------------
The  preparation  of  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosure  of contingent assets and
liabilities  at  the  date  of  the  consolidated  financial  statements and the
reported  amounts  of  revenue  and expenses during the reporting period. Actual
results  could  materially  differ  form  those  estimates.

CONCENTRATIONS  AND  CREDIT  RISK
---------------------------------
The  Company  has  three  customers who accounted for approximately 99% of total
rental  revenues  for  the  three  months  ended  December  31,  2002  and 2001,
respectively.  As  of  December  31, 2002, five sound and production stages were
under  non-cancelable  operating  leases  for  one  year from a major production
company.

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

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------
The  carrying  value of cash, receivables and accounts payable approximates fair
value  due  to  the  short  maturity of these instruments. The carrying value of
short  and  long-term  debt  approximates  fair  value  based on discounting the
projected  cash flows using market rates available for similar instruments. None
of  the financial instruments are held for trading purposes.  As of December 31,
2002, accounts receivable is reported net of a $496,190 allowance for bad debts.

INTERIM  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
-------------------------------------------------------

The condensed consolidated financials statements as of December 31, 2002 and for
the  three months ended December 31, 2002 and 2001 are unaudited. In the opinion
of  management,  such  condensed  consolidated  financial statements include all
adjustments  (consisting  only  of  normal recurring accruals) necessary for the
fair  presentation  of  the consolidated financial position and the consolidated
results  of  operations.  The  consolidated  results of operations for the three
months  ended  December  31, 2002 and 2001 are not necessarily indicative of the
results  to  be  expected  for the full year. The condensed consolidated balance
sheet  information  as  of  September  30,  2002  was  derived  from the audited
consolidated  financial  statements included in the Company's annual report Form
10-KSB.  The  interim condensed consolidated financial statements should be read
in  conjunction  with  that  report.

GOING  CONCERN
--------------

The  Company's  condensed  consolidated  financial statements as of December 31,
2002  and  for the three months then ended have been prepared on a going concern
basis,  which  contemplates  the  realization  of  assets  and the settlement of
liabilities  in  the  normal  course  of business. The Company had a net loss of
$776,726  and  a  negative  cash  flow from operations of $376,342 for the three
months  ended  December 31, 2002, and a working capital deficiency of $1,070,305
and  an  accumulated  deficit  of $8,902,916 at December 31, 2002, respectively.
These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern.

In  December  2002,  an  unaffiliated  company  offered to purchase up to an 85%
equity  interest  in  the Company in exchange for contributing equity financing.
The  Company and the unaffiliated company signed a non-binding letter of intent.
The  closing  of  the  transaction is subject to various conditions. There is no
assurance  that  the  transaction  will  ever  be  consummated,  or  if  it  is
consummated, that it will be consummated on the terms set forth in the letter of
intent.

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

                                      -10-

<PAGE>

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


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

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

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

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


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

The  Company's net income (loss) per share was calculated using weighted average
shares  outstanding  of  11,165,249 for the three months ended December 31, 2002
and  9,135,419  for  the  three  months  ended  December 31, 2001, respectively.
Although  convertible preferred stock, convertible debt, and warrants are common
stock  equivalents, they are not included in the calculation of diluted earnings
per  share  as their effect would be anti-dilutive or their conversion price was
greater  than  the  average  market  price  of  the  Company's  common  stock.

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

At  December 31, 2002, related party receivables, net represents $5,000 due from
a  former  officer  of  the Company. The amount due is due on demand.

<TABLE>
<CAPTION>

NOTE  4  SEGMENT  INFORMATION
-----------------------------
                                                      Studio      Studio Equip    Film & TV
                                                      Rental         Rental       Production      Total
                                                   ------------  --------------  ------------  ------------
<S>                                                <C>           <C>             <C>           <C>
As of and for the three months ended December 31,

2002
----
Revenues. . . . . . . . . . . . . . . . . . . . .  $   634,843   $       7,194   $   122,892   $   764,929
Operating loss. . . . . . . . . . . . . . . . . .     (509,374)        (32,383)      (68,131)     (609,888)
Total Assets. . . . . . . . . . . . . . . . . . .   12,814,730         281,837        36,430    13,132,997
Depreciation and Amortization . . . . . . . . . .       75,540          12,200             0        87,740

2001
----
Revenues. . . . . . . . . . . . . . . . . . . . .  $   643,512   $     242,960   $ 2,819,239   $ 3,705,711
Operating (Loss) Income . . . . . . . . . . . . .     (207,033)        147,438       278,349       218,754
Total Assets. . . . . . . . . . . . . . . . . . .   13,398,848         576,766       123,770    14,090,384
Depreciation and Amortization . . . . . . . . . .       40,873          11,539             0        52,412

</TABLE>

                                      -11-

<PAGE>

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


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

In  September  2001,  a  complaint  was filed in the Los Angeles County Superior
Court,  Russomano  et  al.  v.  VEI et al., BC 257989.  The plaintiffs are Diane
Russomano  and  Knowledge  Booster, Inc. and the defendants include Valcom, Inc.
and  Valencia  Entertainment International ("Valencia"), the Company's president
and  others.  The  complaint  revolves  around  prior  litigation  in  which the
plaintiffs  alleged,  among  other things, that the show "A.J.'s Time Travelers"
violated  plaintiffs'  rights  in  a  children's  television show called "Rickey
Rocket".  That  case  went to trial, and plaintiffs obtained judgments against a
number  of  defendants, including a judgment in the amount of $3 million against
Rickey  Rocket Enterprises ("RREI") and a judgment in the amount of $1.2 million
against  Time  Travelers,  Inc.  ("TTI").  The  complaint asserted two causes of
action  against  the Company, Valencia and other defendants.  The first cause of
action  alleges  the  Company  was  the  "alter  ego"  of RREI and/or TTI and is
therefore  liable for the judgments against those entities.  The second cause of
action  was  for  malicious  prosecution  and that cause has been dismissed with
prejudice.  Valencia  became a distributor for A.J. Time Travelers, Inc. but not
until  four  years  after the alleged wrongdoing occurred.  Therefore management
believes  it  should  not  be a party to this action.  Depositions are currently
being  taken.  A  motion  for summary judgment may be heard in June 2003.  There
are  no  accruals in the accompanying consolidated financial statements for this
matter.  The  Company  believes the allegations are without merit and intends to
vigorously  defend  itself.  In  addition,  a  related  party will indemnify the
Company  if  the  Company  sustains  any  loss  in  this  case.

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

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

On  March 7, 2002, Quebecor World USA filed a complaint against PTL Productions,
Inc.  dba  Brentwood  Magazine, a subsidiary of ValCom, and against Phillip Troy
Linger,  the  former  President of PTL Productions, Inc., for open book account,
account  stated,  goods sold and delivered and breach of personal guaranty.  The
dispute  involves alleged non-payment for printing services. The complaint seeks
approximately  $65,000 in damages. The Company has accrued $14,700, representing
the  amount  owed  to  Quebecor  World USA for printing services. This amount is
included  in  accounts payable on the accompanying consolidated balance sheet as
of  September  30, 2002.  In January 2003, the Company entered into a Memorandum
of Understanding to cancel the Agreement and Plan of Reorganization dated August
2,  2002,  pursuant to which the Company acquired PTL Productions, Inc. and sell
PTL  Productions,  Inc. back to Mr. Linger.  Also see Note 8.  Since the Company
has  divested  itself  of PTL Productions, Inc., the Company does not believe it
has  any  exposure  to  loss  regarding  the  outcome  of  this  litigation.

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

On  December 9, 2002, a complaint was filed by Clay Harrison against the Company
and  SBI  Communications,  Inc.  seeking  damages  for  breach  of  his  alleged
employment  contract.  The  dispute  involves  Mr. Harrison's termination as the
President  of  Half  Day  Video, Inc., a wholly-owned subsidiary of the Company.
The  Company  disputes  liability  and  is vigorously defending the claims.  The
matter  is  not  yet at issue and no discovery has yet taken place.  There is no
accrual  relating  to this matter in the accompanying consolidated balance sheet
at  December  31,  2002.

                                      -12-

<PAGE>

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


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

     1.  WFP  will  pay  ValCom  a  percentage of cash of the profits generated.

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

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

The  parties  are  in  the  process  of  finalizing  the  settlement  agreement.

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

NOTE  6  STOCKHOLDERS'  EQUITY
------------------------------

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

In  connection with the Series D Preferred Stock financing, the Company has also
issued  2,800,000 shares of its common stock to be held in escrow based upon the
terms  of the financing agreement.  The financing agreement requires the Company
to  hold in escrow 1,250,000 shares of common stock as a deposit in anticipation
of  the  preferred  stockholder's  conversion  of  1,250,000  shares of Series D
Preferred  Stock, an additional 1,300,000 shares of common stock as a deposit in
anticipation  of  the  preferred  stockholder's exercise of warrants to purchase
1,300,000  shares  of  common  stock, and an additional 250,000 shares of common
stock as a deposit in anticipation of the placement agents' exercise of its VACM
Units.  As discussed above, the Series D Preferred Stock can be converted at any
time  to  common  stock  on  a 1 for 1 basis.  At December 31, 2002, none of the
2,800,000  common  shares  have been released from escrow and are not considered
outstanding  for  purposes  of  computing  weighted  average shares outstanding.

                                      -13-

<PAGE>

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


In  connection  with  the  acquisition  of  PTL Productions, Inc. (dba Brentwood
Magazine),  the Company was to issue 400,000 shares of Series C preferred stock,
convertible  1  for  1  into common shares. The Value of the preferred stock was
$252,000  or  $.63 per share based on the value of the Company's common stock on
the  date  of acquisition. As of September 30, 2002, the preferred stock had not
been  issued,  however  on December 6, 2002 the company issued 380,000 shares of
Series C Preferred Stock valued at $239,400. The par value of the 380,000 shares
of  Series  C  Preferred  Stock  ($380) is included in preferred stock while the
remaining  value ($239,020) is included in additional paid-in-capital. The value
of  the  remaining  20,000  shares  $12,600  still  to  be issued is included in
preferred  stock payable in the accompanying balance sheet. In January 2003, the
Company  entered  into a Memorandum of Understanding to cancel the Agreement and
Plan  of  Reorganization  dated  August  2,  2002, pursuant to which the Company
acquired  PTL  Productions,  Inc.  (dba  Brentwood  Magazine)  and  sell  PTL
Productions,  Inc.  back to the seller. In connection with the sale, the Company
Will receive back 200,000 shares of its Series C Preferred Stock and $300,000 of
Trade  credit  (See  Note  8).

 (B)  COMMON  STOCK
-------------------
During  the  three  months  ended  December 31, 2002, the Company issued 275,000
shares  of  common  stock  in lieu of compensation for legal services performed.
The  value  of the legal services performed totaled approximately $56,500, which
was  computed based upon the market prices of the common stock on the applicable
payment  dates.

During  the  three  months  ended  December  31, 2002, the Company issued 82,500
shares  of  common  stock  in  lieu  of  compensation,  salaries  and bonuses to
employees.  Total  value  of  the  compensation,  salaries  and  bonuses  was
approximately  $24,075,  which  was computed based upon the market prices of the
common  stock  on  the  applicable  payment  dates.

(C)  NON  QUALIFIED  STOCK  OPTIONS
-----------------------------------
During  the  three months ended December 31, 2002, the Company issued options to
consultants  to  purchase  650,000  shares  of  the Company's common stock.  The
options were valued using the Black-Scholes pricing model and resulted in $3,660
of  consulting  expense  and  $139,176  of  deferred  compensation expense.  The
options  expire  from  October  29, 2005 through October 29, 2012.  The exercise
price  and fair value of the options are $.001 and $.22 per share, respectively.


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

During  the  three  months  ended  December  31, 2002, the Company issued 26,400
shares  of  common  stock  to  the  holders of its convertible notes payable for
payment  of  principal  and  accrued  interest.  Principal  and accrued interest
converted  during  the three monts ended December 31, 2002 totaled $3,818, which
was  computed  based  upon terms stipulated in the applicable convertible notes.


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

On January 18, 2003, the Company entered into a Memorandum of Understanding with
PTL  Productions, Inc. (dba Brentwood Magazine) to cancel the Agreement and Plan
of  Reorganization  dated August 2, 2002, pursuant to which the Company acquired
PTL  Productions,  Inc.  (dba Brentwood Magazine) and sell PTL Productions, Inc.
(dba  Brentwood  Magazine)  back to the seller. In connection with the sale, the
Company  will  receive  back  200,000 shares of its Series C Preferred Stock and
$300,000 of trade credit.The unaudited, pro forma information and results, as if
the  PTL Productions, Inc. (dba Brentwood Magazine) acquisition had not occurred
as  of  and  for  the  three  months  ended  December  31,  2002,  are:


                          Total assets                  $  13,090,919
                          Total liabilities             $   8,655,629
                          Net sales                     $     686,554
                          Net loss                      $    (696,913)

                          Net loss per common share     $       (0.06)

                                      -14-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


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

INTRODUCTION

PLAN  OF  OPERATION

As  of  December  31,  2002,  ValCom,  Inc.  operations  were  comprised of five
divisions:  (1)  Studio  Rental,  (2) Studio Equipment and Personnel Rental, (3)
Broadcast  Television, (4) Film and Television Production and (5) Publishing. In
January  2003, the Company divested itself of its publishing division.  See note
8  (Subsequent  Events)  to  the  Condensed  Consolidated  Financial Statements.

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

The  Company's  subsidiary,  Valencia Entertainment International, LLC, operates
eight  sound  stages  in  Valencia,  California.  Valencia  Entertainment
International,  LLC owns six improved acres on which six of the sound stages are
located.  Valencia  Entertainment  International, LLC leases the other two sound
stages.  Valencia  Entertainment  International, LLC has one-year, written lease
with  a  major  production  company,  which  lease three of the sound stages and
sublease  two  of the sound stages. Rental income from the eight sound stages if
operating  at  full  capacity should remain constant at approximately $2,000,000
annually  including  cost-of-living  increases.

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

The  Company's subsidiary, Half Day Video, Inc., supplies personnel, cameras and
other  production  equipment  to  various  production  companies on a short-term
basis.  As  a  result  of additional equipment purchases and increased activity,
from  both  internal  and  external  sources, we anticipate that Half Day Video,
Inc.'s  revenues  should  increase  significantly.

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

In  January  2001, the Company entered into a joint venture agreement with Woody
Fraser  Productions,  Inc.  to  produce  various  television  productions on its
behalf.  Under  the terms of the agreement, the Company was to fund  $500,000 of
annual production development costs.  In return, the Company was to retain after
costs  of production, 75% of the net savings derived from all production, 75% of
ownership  of  foreign and syndication plus executive producer fees.  In January
2002,  Woody  Fraser  Productions,  Inc., as part of its Joint Venture agreement
with  the  Company,  signed contracts with a cable television network to produce
the  second  season  of  a television series consisting of 13 episodes.  Revenue
under  this  contract during 2002 was approximately $2,500,000.  The Company was
to  retain 75% of any possible net savings from the productions and a percentage
of  foreign sales and merchandising.  Half Day Video, Inc. handled a majority of
the  production  rental  needs.  However,  the  Company had a dispute with Woody
Fraser  and  Woody  Fraser  Productions, Inc., which was resolved in arbitration
(See  Note  5).

Additionally,  the  Company  signed a contract with a different Cable Television
Network  to  produce  six  (6)  episodes  of a television series at a contracted
amount of approximately $500,000. After costs of production, we will retain 100%
of  any  savings  plus  a  portion  of  the  executive producer fees. Additional
productions are in the development process. Revenues will be recognized when all
individual  programs  are  available.

CHANNEL  8  IN  PALM  SPRINGS,  CALIFORNIA
------------------------------------------
In  connection  with  its  joint  venture  with Global Communications, Inc., the
Company  owns  a  45%  equity  interest  in ValCom Broadcasting, LLC, a New York
limited  liability  company,  which  operates  KVPS  (Channel 8), an independent
television  broadcaster  in  the  Palm  Springs,  California  market,  which  is
strategically located in the middle of four major markets including Los Angeles,
Phoenix,  Las  Vegas and San Diego. See Part I, Item 1 ("Joint Venture Agreement
with  New  Global  Communications,  Inc.  -  Valcom  Broadcasting,  LLC").

We plan to acquire additional television stations and utilize the infrastructure
of full-service television and motion picture studios. This would enable Channel
8  to  operate  at  a fraction of the cost compared to other broadcasters in the
market.

                                      -15-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


PUBLISHING
----------

In  August,  2002,  the  Company  acquired  PTL  Productions, Inc. dba Brentwood
Magazine, which publishes a Southern California entertainment magazine which has
been  setting  trends in Southern California from Santa Barbara to San Diego for
over  seven years covering entertainment, business, luxurious lifestyles, travel
and  fashion.  In  January  2003,  the  Company  entered  into  a  Memorandum of
Understanding  to  cancel the Agreement and Plan of Reorganization, dated August
2,  2002,  pursuant  to  which  the  Company  acquired PTL Productions, Inc. dba
Brentwood Magazine and sell PTL Productions, Inc. back to the seller. See Note 8
(Subsequent  Events)  to  the  Consolidated  Financial  Statements.


RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  DECEMBER  31,  2002  VS.  DECEMBER  31,  2001
-------------------------------------------------------------------

Revenues for the three months ended December 31, 2002 decreased by $2,940,782 or
79.4%  from  3,705,711  for the three months ended December 31, 2001 to $764,929
for  the  same  period  in  2002. The decrease in revenue was principally due to
decreased  production  revenues  associated  with  the  joint venture with Woody
Fraser  Productions.  Subsequent  to  December  31,  2002,  the  Company  lost a
significant  sound stage rental customer who had occupied three of the Company's
eight sound stages. The Company is actively seeking to lease the available sound
stage  space  to  replace  lost  revenues.  However, as part of the Woody Fraser
Productions,  Inc. arbitration settlement, the Company will generate substantial
revenues  from  an  exclusive  three  year  facilities contract for its Half Day
Video,  Inc.  subsidiary.

Production  costs  for  the  three  months  ended December 31, 2002 decreased by
$2,349,867 or 92.5% from $2,540,890 for the three months ended December 31, 2001
to  $191,023  for the same period in 2002.  The decrease in production costs was
principally due to decreased production associated with Woody Fraser Productions
as  described  above.

Selling  and  promotion  costs  for  the  three  months  ended December 31, 2002
decreased  by  $5,668  or 31.3% from $18,085 for the three months ended December
31,  2001  to  $12,417  for  the  same  period  in  2002.  The  decrease was due
principally  to  a  decrease  in  travel  expenses.

Depreciation  and  amortization  expense for the three months ended December 31,
2002  increased  by  $35,328  or  67.4%  from $52,412 for the three months ended
December  31,  2001  to  $87,740  for  the same period in 2002.  The increase in
depreciation  and  amortization  expense  is a result of additional tangible and
intangible  assets  being  depreciated.

General and administrative expenses for the three months ended December 31, 2002
increased by $208,067 or 23.8% from $875,570 for the three months ended December
31,  2001  to  $1,083,637  for  the  same  period in 2002.  The increase was due
principally  to  increased  personnel  costs, legal and accounting fees, outside
services  and  consulting  fees.

Interest  expense  for  the  three  months  ended December 31, 2002 increased by
$5,301  or  3.1%  from  $169,537 for the three months ended December 31, 2001 to
$174,838  for  the  same  period  in  2002.  The increase was due principally to
interest  on  additional  debt.

Other  income  for  the three months ended December 31, 2002 increased by $8,000
from  0  for the three months ended December 31, 2001. The increase was due to a
gain  recognized  from  the  sale  of  fixed  assets.

Due  to the factors described above, the Company incurred a net loss of $776,726
for  the  three months ended December 31, 2002 compared to net income of $49,217
for  the  same  period  in  2001.

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

The  sale  of PTL Productions, Inc. dba Brentwood Magazine back to the seller is
not  expected  to have a significant impact on the Company's revenues or losses.
For  the  three  months ended December 31, 2002, PTL Productions, Inc. generated
$78,375  or  10.2%  of  the Company's total sales, while contributing $79,813 or
10.9%  of  the  Company's  net  loss.

                                      -16-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


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  $776,726 and a negative cash flow from operations of $376,342 for
the  three  months  ended December 31, 2002, and a working capital deficiency of
$1,070,305 and an accumulated deficit of $8,902,916 at December 31, 2002.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.

Cash totaled $53,677 on December 31, 2002, compared to $343,374 at September 30,
2002.  During  the  three  months  ended  December  31,  2002,  net cash used by
operating  activities  totaled  $376,342 compared to $434,990 for the comparable
three  month  period  in  2001.  A  significant  portion of operating activities
included  payments  for  accounting  and  legal  fees,  salaries  and  rent.

Net  cash  provided  by financing activities for the three months ended December
31,  2002  totaled  $51,977  compared to cash used of $26,671 for the comparable
three-month  period  in  2001.  Net cash provided by investing activities during
the  three  months  ended December 31, 2002 totaled $34,668 compared to $100,644
during  the  comparable  prior  year  period  due principally to decreased notes
receivable  payments.

The  above  cash  flow activities yielded a net cash decrease of $289,697 during
the  three  months  ended  December  31, 2002 compared to a decrease of $361,017
during  the  comparable  prior  year  period.

Net  working  capital  (current  assets less current liabilities) was a negative
$1,070,305  as  of  December  31,  2002 compared to $594,990 as of September 30,
2002.  The  Company  will  need  to  raise  funds  through various financings to
maintain  its  operations  until  such  time  as cash generated by operations is
sufficient  to  meet  its  operating  and capital requirements.  There can be no
assurance  that  the  Company  will  be  able  to  raise  such  capital on terms
acceptable  to  the  Company, if at all.  Long-term debt as of December 31, 2002
and  2001  was  $6,663,190 and $6,702,593 and related primarily to the Company's
owned  real  estate.

In  December  2002,  an  unaffiliated  company  offered to purchase up to an 85%
equity  interest  in  the Company in exchange for contributing equity financing.
The  Company and the unaffiliated company signed a non-binding letter of intent.
The  closing  of  the  transaction is subject to various conditions. There is no
assurance  that  the  transaction  will  ever  be  consummated,  or  if  it  is
consummated, that it will be consummated on the terms set forth in the letter of
intent.

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

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

The  Company  anticipates  that  its  proposed sale-leaseback of its studio real
estate,  stock  issuances  and  projected  positive  cash  flow  from operations
collectively will generate sufficient funds for the Company's operations for the
next  12  months.  If  the  Company's  existing  cash  combined  with  cash from
operating  activities is not adequate to finance the Company's operations during
the  next  12  months,  the  Company  will consider one or more of the following
options:  (1)  issuing  equity  securities in exchange for services, (2) selling
additional  equity  or  debt  securities  or  (3)  reducing  the  number  of its
employees.
                                      -17-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES


ITEM 3. DISCLOSURE CONTROLS AND PROCEDURES
------------------------------------------

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

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

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

     Effective  Disclosure  Controls
     -------------------------------
The  Company's  officers  also  identified  several  weaknesses in 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.

                                      -18-

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES

PART II--OTHER
     INFORMATION

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

In  September  2001,  a  complaint  was filed in the Los Angeles County Superior
Court,  Russomano  et  al.  v.  VEI  et al., BC 257989. The plaintiffs are Diane
Russomano  and  Knowledge  Booster, Inc. and the defendants include Valcom, Inc.
and  Valencia  Entertainment International ("Valencia"), the Company's president
and  others.  The  complaint  revolves  around  prior  litigation  in  which the
plaintiffs  alleged,  among  other things, that the show "A.J.'s Time Travelers"
violated  plaintiffs'  rights  in  a  children's  television show called "Rickey
Rocket".  That  case  went to trial, and plaintiffs obtained judgments against a
number  of  defendants, including a judgment in the amount of $3 million against
Rickey  Rocket Enterprises ("RREI") and a judgment in the amount of $1.2 million
against  Time  Travelers,  Inc.  ("TTI").  The  complaint asserted two causes of
action  against  the  Company, Valencia and other defendants. The first cause of
action  alleges  the  Company  was  the  "alter  ego"  of RREI and/or TTI and is
therefore  liable  for the judgments against those entities. The second cause of
action  was  for  malicious  prosecution  and that cause has been dismissed with
prejudice.  Valencia  became a distributor for A.J. Time Travelers, Inc. but not
until  four  years  after  the alleged wrongdoing occurred. Therefore management
believes  it  should  not  be  a party to this action. Depositions are currently
being  taken. A motion for summary judgment may be heard in June 2003. There are
no  accruals  in  the  accompanying  consolidated  financial statements for this
matter.  The  Company  believes the allegations are without merit and intends to
vigorously  defend  itself.  In  addition,  a  related  party will indemnify the
Company  if  the  Company  sustains  any  loss  in  this  case.

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

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

On  March 7, 2002, Quebecor World USA filed a complaint against PTL Productions,
Inc.  dba  Brentwood  Magazine, a subsidiary of ValCom, and against Phillip Troy
Linger,  the  former  President of PTL Productions, Inc., for open book account,
account  stated,  goods  sold and delivered and breach of personal guaranty. The
dispute  involves alleged non-payment for printing services. The complaint seeks
approximately  $65,000 in damages. The Company has accrued $14,700, representing
the  amount  owed  to  Quebecor  World USA for printing services. This amount is
included  in  accounts payable on the accompanying consolidated balance sheet as
of September 30, 2002. In January 2003, the Company entered into a Memorandum of
Understanding to cancel the Agreement and Plan of Reorganization dated August 2,
2002,  pursuant to which the Company acquired PTL Productions, Inc. and sell PTL
Productions,  Inc.  back  to  Mr. Linger. Also see Note 8. Since the Company has
divested  itself  of  PTL Productions, Inc., the Company does not believe it has
any  exposure  to  loss  regarding  the  outcome  of  this  litigation.

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

On  December 9, 2002, a complaint was filed by Clay Harrison against the Company
and  SBI  Communications,  Inc.  seeking  damages  for  breach  of  his  alleged
employment  contract.  The  dispute  involves  Mr. Harrison's termination as the
President  of  Half  Day  Video, Inc., a wholly owned subsidiary of the Company.
The  Company  disputes  liability  and  is vigorously defending the claims.  The
matter  is  not  yet at issue and no discovery has yet taken place.  There is no
accrual  relating  to this matter in the accompanying consolidated balance sheet
at  December  31,  2002.

                                      -19-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

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

     1)  WFP  will  pay  ValCom  a  percentage of cash of the profits generated.

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

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

The  parties  are  in  the  process  of  finalizing  the  settlement  agreement.

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


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

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

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

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

Not  applicable

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

Not  applicable

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

None

                                      -20-

<PAGE>

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

(A)  EXHIBITS:

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

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

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

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

(B) REPORTS ON FORM 8-K
     None



                                   SIGNATURES
                                   ----------

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

                                  VALCOM, INC.





Date:  February  26,  2003            By:  /s/Vince  Vellardita
                                      -------------------------------------
                                      Vince  Vellardita  Chairman  of  the
                                      Board  and  Chief  Executive  Officer
                                      (Principal  executive  officer)




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

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


BY:  /s/Vince  Vellardita   CEO/President                     February 26,  2003
      --------------------                                    ------------------
      Vince  Vellardita     Chairman  of  the  Board

BY:  /s/  Don  Magier       Controller                        February 26,  2003
     -------------------    (principal accounting officer)    ------------------
      Don  Magier

                                      -21-

<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 December 31, 2002 (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:  February 26,  2003
        ------------------



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



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

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

     (1)  the Quarterly Report on Form 10-QSB of the Company for the fiscal
          quarter ended December 31, 2002 (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:  February 26,  2003
        ------------------



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

                                      -22-

<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  amendment number 1 of the Quarterly Report of ValCom,
Inc.,  a  Delaware  corporation  (the  "Company"), on Form 10-QSB for the period
ending  December  31, 2002, as filed with the Securities and Exchange Commission
on  the  date  hereof  (the  "Report"), I, Vince Vellardita, the Company's Chief
Executive Officer (the "Officer"), certify, pursuant to Rule 13a-14 or 15d-14 of
the  Securities  Exchange  Act  of  1934,  as  amended,  that:

     (1)  The  Officer  has  reviewed  the  Report.

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

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

     (4)  The  Officer  and  the  other  certifying  officer:

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

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

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

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

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

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

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

                                      -23-
<PAGE>

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


Dated:  February  26,  2003



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


     In  connection  with  amendment number 1 of the Quarterly Report of ValCom,
Inc.,  a  Delaware  corporation  (the  "Company"), on Form 10-QSB for the period
ending  December  31, 2002, as filed with the Securities and Exchange Commission
on  the  date  hereof (the "Report"), I, Donald Magier, the Company's Treasurer,
Controller  and  principal accounting officer (the "Officer"), certify, pursuant
to  Rule  13a-14  or  15d-14 of the Securities Exchange Act of 1934, as amended,
that:

     (1)  The  Officer  has  reviewed  the  Report.

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

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

     (4)  The  Officer  and  the  other  certifying  officer:

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

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

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

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

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

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

                                      -24-

<PAGE>

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

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


Dated:  February  26,  2003



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

                                      -25-

<PAGE>