UNITED STATES

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

                                   FORM 10-QSB

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

                   FOR THE FISCAL QUARTER ENDED 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  June  30,  2004 the issuer had 25,042,048 shares of its $0.001 par value
common  stock  outstanding.

<PAGE>

UNAUDITED  INTERIM  FINANCIAL  STATEMENTS

The  accompanying  financial  statements  are  unaudited  and  are  prepared  in
accordance  with rules and regulations of the Securities and Exchange Commission
for interim quarterly reporting.  Accordingly, these financial statements do not
include all disclosures required under generally accepted accounting principles.
In the opinion of management, the accompanying consolidated financial statements
contain  all  adjustments  (which  include  only  normal  recurring adjustments)
necessary  to  present  fairly  the  financial  position  of  ValCom,  Inc.  and
subsidiaries  as  of June 30, 2004 and the results of their operations and their
cash  flows  for  the  three  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 six months ended June 30, 2004
            and  2003  (unaudited)
                                                                     6

           Condensed  Consolidated  Statements  of  Cash  Flows
             for  the  nine  months  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                 17

Item  3.    Disclosure  Controls  and  Procedures                    19

Part  II.   OTHER  INFORMATION

Item  1.    Legal  Proceedings                                       20

Item  2.    Changes  in  Securities                                  20

Item  3.    Defaults  Upon  Senior  Securities                       21

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

Item  5.    Other  Information                                       21

SIGNATURES                                                           23

Item  6.    Exhibits  and  Reports  on  Form  8-K                    24


Part  III.  EXHIBITS

                                       -3-

<PAGE>

PART  I.  FINANCIAL  INFORMATION

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


                                                     June 30,
                                                       2004
                                                      ------
                                     ASSETS         (Unaudited)
                                     ------
Current  Assets:
Cash  &  Cash  equivalents                         $    73,794
Accounts  receivable,  net                              11,512
                                                   -----------
Total  Current  Assets                                  85,306

Property  and  equipment  -  net                     3,446,394
Prepaid  development  costs                             66,625
Deposits  and  other  assets                            46,807
                                                  ------------
Total  Assets                                    $   3,645,132
                                                  ============

See  accompanying  notes  to  the  condensed  consolidated  financial statements

                                       -4-

<PAGE>

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Liabilities  Not  Subject  To  Compromise
Current  liabilities:
Accounts  payable                                $   355,602
Accrued  interest                                    324,753
Accrued  expenses                                    169,955
Advanced  Rent                                        30,600
Due  to  related  parties                            455,771
Notes  payable                                        14,043
                                                -----------
Total  Current  Liabilities                        1,350,724


Mortgage  payable-Nevada                           2,593,661

Liabilities  Subject  To  Compromise
Prepetition  trade  accounts  payable                206,249
Prepetition  Payables  due  to  related  parties      95,000
Prepetition  accrued  expenses                       126,173
                                                     -------

Total  Liabilities                                 4,371,807


Commitments  and  contingencies

Stockholders'  equity:
Convertible  preferred  stock:  all  with  par  value
$0.001;
Series  B,  1,000,000  shares  authorized;  38,000
shares  issued  and  outstanding                            38
Series  C,  5,000,000  shares  authorized;  1,480,000
shares  issued  and  outstanding                         1,480
Common  stock,  par  value  $.001;  100,000,000  shares
authorized;  25,042,048
shares  issued  and  outstanding                        25,527
Additional  Paid-in  capital                        15,423,767

Accumulated  deficit                               (16,177,487)

Total  Stockholders'  Equity                          (726,675)
                                                   -----------
Total  Liabilities  and  Stockholders'  Equity      $3,645,132
                                                   ===========

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

<PAGE>

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


<TABLE>
<CAPTION>
                                      For the three             For the three
                                      months ended               months ended
                                      June 30, 2004             June 30, 2003
<S>                                                           <C>
Revenue:
Rental . . . . . . . . . . . .       .$    540,204                  $536,978
Production . . . . . . . . . .       . .    28,427                   182,453
Other. . . . . . . . . . . . .       . .     1,596                   (76,573
                                   -----------------------------------------
               . . . . . .       . .    .  570,227                    642,858
                                   -----------------------------------------

Cost and Expenses:
Production . . . . . . . . . .             122,509                    17,354
Loss on impairment of Property
Litigation Settlement
Selling and promotion                       75,858                     4,074
Depreciation and amortization.            . 20,020                    85,545
General and administrative . .          .  571,826                   408,847
Consulting and professional services       452,705

Total Cost and Expenses. . .           . 1,242,918                   515,820
                                   -----------------------------------------

Operating loss . . . . . . .              (672,691)                  127,038

Other Income (Expense):
       Interest Expense                   (122,247).                (203,095)
       Gain on sale of assets                    -                    34,000
       Loss on equity investment                                     (49,713)
                                   -----------------------------------------
Total Other Income (Expense) . .          (122,247)                 (218,808)
                             -----------------------------------------------
Loss from continuing operations                                      (91,770)
Discontinued operations:
Operating loss from discontinued operations.    0                   (109,167)
                                   ---------------  ------------------------
Net gain on disposal of discontinued operations.0                     80,388
                                   ---------------  ------------------------
Net loss . . . . . . . .  .       . .$    (794,938)            $    (120,549)
                             ===============================================

    Basic and diluted loss per share from continuing
    operations . . . . . . . . .            $(0.04)                  $  0.01
                             ===============================================

    Weighted average shares outstanding:
    Basic and diluted.                  21,366,619               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             For the nine
                                                      months ended            months ended
                                                      June 30, 2004          June 30, 2003
<S>                                                           <C>              <C>
Revenue:
Rental . . . . . . . . . . . . . . . . . . . . . .   $  1,633,979   $        1,560,005
Production . . . . . . . . . . . . . . . . . . . . .       87,612              385,422
Other. . . . . . . . . . . . . . . . . . . . . . . . .      7,433                   0
                                                    --------------  ------------------------
                                                        1,729,024            1,945,427

Cost and Expenses:
Production . . . . . . . . . . . . . . . . . . . . . .    139,212              273,070
   Loss on Impairment of Property. . . . . . . . . . .  1,438,250
   Litigation costs      . . . . . . . . . . . . . . .  1,405,656
Selling and promotion. . . . . . . . . . . . . . . . .    105,423               18,542
Depreciation and amortization. . . . . . . . . . . . . .  490,87               261,820
General and administrative . . . . . . . . . . . . . . .2,273,975            2,474,591
Consulting and professional services . . . . . . . . . . .967,224
Total Cost and Expenses. . . .  . . . . . . . . .       6,819,927            3,028,023
                                                      ---------------  -------------------------------
Operating loss . . . . . . . . . . . . . . . . . . .   (5,090,903)          (1,082,596)

Other Income (Expense):
    Interest expense . . . . . . . . . . . . . . . . . . (803,624)           (774,508)
       Gain on sale of assets. . . . . . . . . . . . . . . 60,230              61,642
       Impairment of property
       Loss on Equity Investment . . . . . . . . . . . . . (6,679)            (49,713)
   Other income. . . . . . . . . . . . . . . . . . . .         0               50,000
                                                       ---------------  ------------------------------
Total Other Income (Expense) . . . . .  . . . . .        (750,073)           (712,579)
Total Other Expenses
Net Loss . . . . . . . . . . . . . . . . . . . . . .   (5,840,976)         (1,795,175)
                                                       ===============  =============================
Discontinued operations:
Operating loss from discontinued operations. . .              0              (109,167)
                                                       ---------------  ------------------------------
Net gain on disposal of discontinued operations. . . . . .    0                80,388
                                                       ---------------  ------------------------------
Net Loss .. . . . . . . . . . . . . . . . . . . .      (5,840,976)         (1,823,954)
                                                       ---------------  ------------------------------
    Basic and diluted loss per share from continuing
    operations . . . . . . . . . . . . . . . . . . . . . . (0.29)        $    (0.15)
                                                       ---------------  ------------------------------
    Weighted average shares outstanding:
 Basic and diluted.                                    20,372,661          11,858,208
</TABLE>

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

<PAGE>


                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

(UNAUDITED)
                                                                   For the nine      For the nine
                                                                   months ended      months ended
                                                                   June 30, 2004    June 30, 2003
                                                                 ----------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) income                                                 $(5,840,976)      $(1,823,955)
Adjustments to reconcile net loss to net cash used
in operating activities:
Impairment of property and equipment                                1,438,250
Litigation costs                                                    1,405,656
Depreciation and amortization                                         490,187           261,820
Bad debt expense                                                         -               56,606
Gain on sale of fixed assets                                          (60,230)          (61,642)
<S>                                                            <C>               <C>
Stock issued for debt retirement. . . . . . . . . . . . . . .         401,800             3,870
Stock issued for services                                             594,000           140,376
Stock issued for compensation. . . . . . . . . . . . . . . .          256,125            54,475
Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20,080           (18,973)
Prepaid development costs                                            (287,679)          (31,952)
Other assets                                                          241,897
Deferred Compensation . . . . . . . . . . . . . . . . . . . . .        33,022           129,357
Deposits                                                             (185,146)          (63,979)
Accounts payable and accrued expenses . . . . . . . . . . . . .       (18,387)           710,951
                                                                   ----------------  --------------
Net Cash Used by Operating Activities . . . . . . . . . . . . .    (1,574,879)         (405,019)
                                                                   ----------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Fixed Assets . . . . . . . . . . . . . . . . . .       (46,566)              -
Notes receivable payments . . . . . . . . . . . . . . . . . . . . .    35,178            66,101
 Proceeds from sale of fixed assets . . . . . . . . . . . . . . . .    57,200            84,159
                                                                   ----------------  ----------------
Net Cash Provided by Investing Activities. . . . . . . . . . . . .     45,812           150,260
                                                                   ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from sale of stock                                    1,147,000
Principal repayment of notes. . . . . . . . . . . . . . . . . . . .  (174,807)
Principal borrowings on notes and mortgages . . . . . . . . . . . .   153,102           234,463
Due to related parties. . . . . . . . . . . . . . . . . . . . . . . . 397,281           (91,635)
Net Cash Provided By Financing Activities . . . . . . . .           1,391,179           (31,979)
                                                                   ----------------  ----------------
NET INCREASE (DECREASE) IN CASH . . . . . . .  . . . . . . . .       (137,888)         (286,738)

CASH AT BEGINNING OF PERIOD . . . . . . . . .  . . . . . . . .        211,682           343,374
                                                                   ----------------  ----------------
CASH AT END OF PERIOD . . . . . . . . . . . .  . . . . . . . .  $      73,794   $        56,636
                                                                   ================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
---------------------------------------------------------------------------
Interest paid . . . . . . . . . . . . . . . . .. . . . . . . .  $     347,824   $       284,402
                                                                   ----------------  ----------------
Income taxes paid . . . . . . . . . . . . . . .  . . . . . . .  $               $             0
                                                                    ----------------  ----------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY:
26,400 Shares of common stock issued for retirement debt                                   3,870
</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  DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

The  Company  is required to have its consolidated financial statements reviewed
by  its  independent accountants prior to filing. As of the date of this report,
our  independent  accountants  were  unable  to  complete  their review of these
financial  statements.  We  will  file  an  amendment  to  form  10-QSB when our
independent  accountants  complete  their  review of these financial statements.

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.

On  April 7, 2003, one of the Company's subsidiaries filed on an emergency basis
a  voluntary  Chapter  11  bankruptcy  petition.

The  Subsidiary  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.

On  April  28th  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  discharge from bankruptcy.

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  June  10,  2004,  the  court  ordered the property to be 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.

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.

    See accompanying notes to the condensed consolidated financial statements

                                       -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  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.

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.

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.

    See accompanying notes to the condensed consolidated financial statements
                                      -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.  Based on its
review,  the  Company  believes  that,  as  of September 30, 2003, there were no
significant  impairments  of  its  long-lived  assets.

However,  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 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
$1,405,656  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.  The  Company's  45%  investment  in a recently
acquired  television  station  has been accounted for as an investment under the
equity  method  (See  Note  3)

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

The condensed consolidated financials statements as of June 30, 2004 and for the
three  and  nine  months  ended  June  30,  2004 and 2003 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 and
nine  months  ended June 30, 2004 and 2003 are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

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  $5,840,976  and  a working capital deficiency of $1,265,419 and an
accumulated deficit of $16,177,487 at June 30, 2004.  The Company had a net loss
of  $794,938  for  the  three  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.

    See accompanying notes to the condensed consolidated financial statements
                                      -11-

<PAGE>

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

LOSS  PER  COMMON  SHARE
------------------------
Basic loss per common share is based on net loss divided by the weighted average
number of common shares outstanding.  Common stock equivalents were not included
in  the  calculation  of  diluted  loss  per  share,  as  their  effect would be
anti-dilutive.

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

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

NEW  ACCOUNTING  PRONOUNCEMENTS
-------------------------------
The  Financial  Accounting  Standards  Board  has  recently  issued  several new
Statements  of  Financial  Accounting  Standards  ("SFAS").  Statement  No. 141,
"Business  Combinations"  supersedes Accounting Principles Board ("APB") Opinion
No.  16  and  various  related  pronouncements.  Pursuant to the new guidance in
Statement  No.  141,  all  business combinations must be accounted for under the
purchase  method  of  accounting;  the  pooling-of-interests method is no longer
permitted.  SFAS  141  also  establishes new rules concerning the recognition of
goodwill  and other intangible assets arising in a purchase business combination
and requires disclosure of more information concerning a business combination in
the  period  in  which  it  is  completed.

This  statement is generally effective for business combinations initiated on or
after  July  1, 2001.  Statement No. 142, "Goodwill and Other Intangible Assets"
supersedes  APB  Opinion  17  and  related  interpretations.  Statement  No. 142
establishes  new  rules  on  accounting for the acquisition of intangible assets
acquired  in  a  business  combination  and the manner in which goodwill and all
other  intangibles  should  be  accounted  for  subsequent  to  their  initial
recognition  in  a business combination accounted for under SFAS No. 141.  Under
SFAS  No.  142,  intangible assets should be recorded at fair value.  Intangible
assets  with  finite useful lives should be amortized over such period and those
with  indefinite  lives  should  not  be amortized.  All intangible assets being
amortized,  as  well  as  those  that  are  not,  are both subject to review for
potential  impairment  under  SFAS  No.  121,  "Accounting for the Impairment of
Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of".  SFAS No. 142
also  requires  that  goodwill  arising  in a business combination should not be
amortized,  but  is subject to impairment testing at the reporting unit level to
which  the  goodwill  was  assigned  at  the  date  of the business combination.


SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December  15,  2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.  This statement supersedes SFAS
No.  121  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed Of," and the accounting and reporting provisions of APB
Opinion  No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The  adoption  of  above pronouncements, did not materially impact the Company's
financial  position  or  results  of  operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds  the  automatic  treatment  of  gains or losses from
extinguishments  of  debt  as  extraordinary  unless  they meet the criteria for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the  Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various  technical  corrections  to  existing  pronouncements.

                                   -12-

<PAGE>

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

The  provisions  of  SFAS 145, related to the rescission of FASB Statement 4 are
effective  for  fiscal  years  beginning after May 15, 2002, with early adoption
encouraged.  All  other  provisions  of  SFAS 145 are effective for transactions
occurring  after  May  15, 2002, with early adoption encouraged. The adoption of
SFAS  145  does not have a material effect on the earnings or financial position
of  the  Company.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
exit  or Disposal Activities." This Statement addresses financial accounting and
reporting  for  costs  associated with exit or disposal activities and nullifies
Emerging  Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including Certain Costs Incurred in a Restructuring)."  This Statement requires
that  a  liability  for  a  cost associated with an exit or disposal activity be
recognized  when  the liability is incurred. Under Issue 94-3 a liability for an
exit cost as defined, was recognized at the date of an entity's commitment to an
exit  plan.  The  adoption  of  SFAS  146 does not have a material effect on the
earnings  or  financial  position  of  the  Company.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified after December 31, 2002.  The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The adoption of this pronouncement does not have a material effect on the
earnings  or  financial  position  of  the  Company.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee compensation.  In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31, 2003.  The Company does not expect the adoption of SFAS No.
148  would  have  a  material  impact  on  its  financial position or results of
operations  or  cash  flows.

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 Company does not expect the adoption of SFAS No. 150 to
have  a  material  impact  on its financial position or results of operations or
cash  flows.

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.

                                      -13-
<PAGE>

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

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

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


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

The  Company's  net  loss per share was calculated using weighted average shares
outstanding  of  21,366,619  and  20,372,661 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
or  their  conversion  price  was  greater  than the average market price of the
Company's  common  stock.

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

As of June 30, 2004, ValCom has a 45% interest in a broadcasting company in Palm
Springs,  California, which had assets of $766,000, net worth of $740,000, and a
net  loss  of  $64,444.


NOTE  4  SEGMENT  INFORMATION
-----------------------------
                                Studio     Studio &        Film & TV
                                Rental     Equip. Rental   Production   Total
                                -------    ------------    ----------   -----

As of and for the nine months
ended  June 30,

2004
----
Revenues                        1,343,258     43,766       42,000     1,729,024
Operating  (Loss)  Income      (5,015,878)   (20,637)     (54,388)   (5,090,903)
Total  Assets                   3,264,198    220,412      160,522     3,645,132
Depreciation and Amortization     451,687     36,400        2,100       490,187


2003
----
Revenues                      $ 1,602,313  $ 343,114     $      0  $  1,945,427
Operating  loss                  (929,978)    (7,692)    (144,926)   (1,082,596)
Total  Assets                  12,141,320    172,674            0    12,313,994
Depreciation and Amortization     224,620     37,200            0       261,820

                                      -14-

<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  June  10,  2004,  the  court  ordered the property to be 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  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.

                                      -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 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.  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.

NOTE  7  SUBSEQUENT  EVENTS
---------------------------

Sale  of  Building
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  June  10,  2004,  the  court  ordered the Property to be 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.
                                      -16-

<PAGE>

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.

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.

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
$700,000  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.

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

                                      -17-

<PAGE>

                          VALCOM, INC. AND SUBSIDIARIES

Revenues  for the three months June 30, 2004 decreased by $72,631 or 11.30% from
$642,858  for  the  three  months  ended  June 30, 2003 to $570,226 for the same
period in 2004.  The decrease in revenue was principally due to increased studio
revenues  offset  by  decreased  production  revenues  associated with the joint
venture  with  Woody  Fraser  Productions.

Production  costs for the three months ended June 30, 2004 decreased by $105,155
or 605.94% from $17,354 for the three months ended June 30, 2003 to $122,509 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 increased by $1,438,250 for the three months ended June
30,2004  principally due to the property being sold to pay off Finance Unlimited
and  Laurus  Notes.

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

Depreciation  and  amortization expense for the three months ended June 30, 2004
decreased  by $65,525 or 76.60% from $85,545 for the three months ended June 30,
2003  to  $20,020  for  the  same  period  in  2004.  General and administrative
expenses  for  the  three  months  ended  June 30, 2004 increased by $162,978 or
39.86%  from  $408,847  for the three months ended June 30, 2003 to $571,825 for
the  same  period  in  2004.  The  increase  was  due  principally  to increased
personnel  costs  for  the  new  projects.

Interest  expense  for the three months ended June 30, 2004 decreased by $80,848
or 39.81% from $203,095 for the three months ended June 30, 2003 to $122,246 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 $674,389
from  $120,549 for the three months ended June 30, 2003 to $794,938 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 $216,403 or 11.12%
from  $1,945,427  for  the nine months ended June 30, 2003 to $1,729,024 for the
same  period  in  2004. The decrease in revenue was principally due to increased
rental  income  from  sound  stages leased to Paramount and decreased production
revenues  associated  with  the  joint venture with Woody Fraser Productions and
decreased  rental  revenues  from  other  income.

Production  costs  for the nine months ended June 30, 2004 decreased by $133,858
or  49.02  from $273,070 for the nine months ended June 30, 2003 to $139,212 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 three 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 $228,367 or 87.22% from $2,474,591or for the nine months ended June
30,  2003  to  $490,187  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 $200,615 or 8.11% from $2,474,591 for the six months ended June 30,
2003  to  $2,273,975  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 $109,964
or 19% from $571,413 for the nine months ended June 30, 2003 to $681,377 for the
same  period  ended  June  30,  2004.

Other  income  for  the  nine months ended June 30, 2004 increased by $29,115 or
3.76%  from $774,508 for the nine months ended June 30, 2003 to $803,624 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  totaled  $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:  August 19,  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                   August 19, 2004
          ------------------     Chairman of the Board          --------------
          Vince  Vellardita


BY:  /s/  Tracey  Eland          Secretary                       August 19, 2004
          -------------         (Principal Accounting Officer)  -------------
          Tracey  Eland

                                      -23-

<PAGE>

EXHIBIT  99.1

(a) Exhibits.

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

31.1     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.

31.2     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.

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

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

(b)      A Form 8-K was filed on ____________


Exhibit 31.1

				CERTIFICATION

I, Vince Vellardita, certify that:

1. I have reviewed this Form 10-QSB of ValCom, Inc.;

2. Based on my knowledge, this 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 this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have
isclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.

Date: August 23, 2004



/s/ Vince Vellardita
Vince Vellardita
Chief Executive Officer



Exhibit 31.2

				CERTIFICATION

I, Tracey Eland, certify that:

1. I have reviewed this Form 10-QSB of ValCom, Inc.;

2. Based on my knowledge, this 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 this report;

3. Based on my knowledge, the financial statements, and other financial
nformation included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business issuers
 most recent fiscal quarter (the small business issuer's fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal control over
financial reporting; and

5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the a
udit committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: August 23, 2004



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






EXHIBIT 32.1

ValCom, Inc.

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

In connection with the Quarterly Report of ValCom, Inc. (the Company) on
Form 10-QSB for the period ended June 30, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the Report), I, Vince
Vellardita, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

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

A signed original of this written statement required by Section 906
has been provided to ValCom, Inc. and will be retained by ValCom, Inc.
and furnished to the Securities and Exchange Commission or its staff
upon request.


Dated: August 23, 2004



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





EXHIBIT 32.2

ValCom, Inc.

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

In connection with the Quarterly Report of ValCom, Inc. (the Company) on Form
10-QSB for the period ended June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Tracey Eland,
Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C.
ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

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

A signed original of this written statement required by Section 906 has been
provided to ValCom, Inc. and will be retained by ValCom, Inc. and furnished
to the Securities and Exchange Commission or its staff upon request.

Dated: August 23, 2004



/s/ Tracey Eland
-------------------------------------
Name: Tracey Eland
Title: Principal Accounting Officer and Secretary