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 MARCH 31, 2004

                         Commission file Number 0-28416
                                       or
          [  ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

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



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

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

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

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

As  of  March  31, 2004 the issuer had 15,182,553 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 March 31, 2004, and the results of their operations and their
cash  flows  for  the  three  months  ended  March 31, 2004.  These consolidated
financial  statements  include  the  accounts of ValCom, Inc. and its subsidiary
companies  (together  "the Company").   Results for the three months ended March
31,  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.

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,
we  have  not  submitted our financial statements to our independent accountants
for  their  review.  We  will  file  an  amendment  to this Form 10-QSB when our
independent  accountants  complete  their  review of these financial statements.

                                       -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
             March  31,  2004  (unaudited)
                                                                     3

           Condensed  Consolidated  Statements  of  Operations
            for the three and six months ended March 31, 2004
            and  2003  (unaudited)
                                                                     5

           Condensed  Consolidated  Statements  of  Cash  Flows
             for  the  six  months  ended  March  31,  2004  and
             2003  (unaudited)                                       6

           Notes  to  Condensed  Consolidated  Financial  State-
             ments  (unaudited)                                      7

Item  2.    Management's  Discussion  and  Analysis  of  Financial
             Condition  and  Results  of  Operations                 16

Item  3.    Disclosure  Controls  and  Procedures                    18

Part  II.   OTHER  INFORMATION

Item  1.    Legal  Proceedings                                       19

Item  2.    Changes  in  Securities                                  19

Item  3.    Defaults  Upon  Senior  Securities                       20

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

Item  5.    Other  Information                                       20

Item  6.    Exhibits  and  Reports  on  Form  8-K                    20

SIGNATURES                                                           21

Part  III.  EXHIBITS

                                       -3-

<PAGE>
PART  I.  FINANCIAL  INFORMATION

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


                                                     March  31,
                                                       2004
                                                      ------
                                     ASSETS         (Unaudited)
                                     ------
Current  Assets:
Cash  &  Cash  equivalents                         $   229,724
Accounts  receivable,  net                              61,269
Note  receivable,  current                              15,787
                                                   -----------
Total  Current  Assets                                 306,780

Property  and  equipment  -  net                    14,846,614
Deferred  Compensation                                 225,600
Prepaid  development  costs                            339,074
Deposits  and  other  assets                           135,683
                                                  ------------
Total  Assets                                    $  15,853,751
                                                  ============

    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                                $   695,767
Accrued  interest                                    840,052
Accrued  expenses                                    194,262
Due  to  related  parties                             80,000
Notes  payable                                     7,894,535
                                                 -----------
Total  Current  Liabilities                        9,704,616


Mortgage  payable-Nevada                           2,500,000

Liabilities  Subject  To  Compromise
Prepetition  trade  accounts  payable                206,249
Prepetition  Payables  due  to  related  parties      95,000
Prepetition  accrued  expenses                       131,902
                                                     -------
                                                     433,151
                                                 -----------
Total  Liabilities                                12,637,767
                                                 -----------

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;  1,863,333
shares  issued  and  outstanding                         1,863
Series  D,  1,250,000  shares  authorized;1,250,000
shares  issued  and  outstanding                         1,250
Common  stock,  par  value  $.001;  100,000,000  shares
authorized;  15,182,553
shares  issued  and  outstanding                        15,183
Additional  Paid-in  capital                        14,967,234

Accumulated  deficit                               (11,769,584)

Total  Stockholders'  Equity                         3,215,984
                                                   -----------
Total  Liabilities  and  Stockholders'  Equity     $15,853,751
                                                   ===========

    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
                                      March 31, 2004             March 31, 2003
<S>                                                           <C>
Revenue:
Rental . . . . . . . . . . . .       .$    734,624                $  459,372
Production . . . . . . . . . .       . .     7,147                    80,077
Other. . . . . . . . . . . . .       . .    27,882                    48,191
                                   -----------------------------------------

Total Revenue. . . . . . .       . .    .  769,653                   587,640
                                   -----------------------------------------

Cost and Expenses:
Production . . . . . . . . . .             .48,052                    64,693

Depreciation and amortization.            . 75,330                    88,535
General and administrative . .          .  902,172                   984,158


Total Cost and Expenses. . .           . 1,025,554                 1,137,386
                                   -----------------------------------------

Operating loss . . . . . . .            . (255,901)                 (549,746)

Other Income (Expense):                   (316,418)                 (376,933)
       Gain on sale of assets.                   0                    19,642
                                                -                         -
                                   -----------------------------------------
Total Other Income (Expense) . .          (316,418)                 (376,933)

                             -----------------------------------------------
Net loss . . . . . . . .  .       . .$    (572,319)            $    (926,679)
                             ===============================================

    Basic and diluted loss per share from continuing
    operations . . . . . . . . .             (0.04)
                             -----------------------------------------------

    Weighted average shares outstanding:
    Basic and diluted.                  15,010,000                11,816,467

</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 six                For the six
                                      months ended               months ended
                                      March 31, 2004             March 31, 2003
<S>                                                           <C>
Revenue:
Rental . . . . . . . . . . . .       .$  1,265,195                $1,023,027
Production . . . . . . . . . .       . .    37,474                   202,969
Other. . . . . . . . . . . . .       . .    30,222                   126,573
                                   -----------------------------------------

Total Revenue. . . . . . .       . .    .1,332,891                 1,352,569
                                   -----------------------------------------

Cost and Expenses:
Production . . . . . . . . . .             .58,944                   255,716

Depreciation and amortization.            .175,690                   176,275
General and administrative . .          .1,781,430                 2,080,212


Total Cost and Expenses. . .           . 2,016,064                 2,512,203
                                   -----------------------------------------

Operating loss . . . . . . .            . (683,173)               (1,159,634)

Other Income (Expense):                   (584,010)                 (571,413)
       Gain on sale of assets.              53,949                    27,642
                                                -                         -
                                   -----------------------------------------
Total Other Income (Expense) . .          (530,061)                 (543,771)

                             -----------------------------------------------
Net loss . . . . . . . .  .       . .$  (1,213,234)            $  (1,703,405
                             ===============================================

    Basic and diluted loss per share from continuing
    operations . . . . . . . . .          .  (0.08)                    (0.15)
                             -----------------------------------------------

    Weighted average shares outstanding:
    Basic and diluted.                 15,010,000                 11,487,280

</TABLE>

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

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

(UNAUDITED)
                                                                              For the six       For the six
                                                                              months ended      months ended
                                                                              March 31, 2004    March 31, 2003
                                                                             ----------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) income                                                              $(1,213,234)      $(1,703,405)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                      297,690           176,275
Bad debt expense                                                                      -               70,313
Gain on sale of fixed assets                                                       (53,949)          (27,642)
<S>                                                                          <C>               <C>
Stock issued for debt retirement. . . . . . . . . . . . . . . . . . . . . .         57,950                 0
Stock issued for services and compensation. . . . . . . . . . . . . . . .        1,280,056           170,351

Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10,638           (14,952)
Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (20,145)          163,070
   Production Development Costs . . . . . . . . . . . . . . . . . . . . .         (339,074)                0
Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .         33,080           112,846

Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . .        418,503           549,904
                                                                             ----------------  --------------
Net Cash Used In Operating Activities . . . . . . . . . . . . . . . . . .          471,515          (503,240)
                                                                             ----------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Fixed Assets . . . . . . . . . . . . . . . . . . . . . . .       (3,441,547)           (3,899)
Notes receivable payments . . . . . . . . . . . . . . . . . . . . . . . . .         36,981            55,179
 Proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . . . .         57,200            50,159
                                                                             ----------------  ----------------
 Proceeds from sale of common and preferred stock . . . . . . . . . . . . .        219,000                 0
                                                                             ----------------  ----------------
Net Cash Provided(used) Investing Activities. . . . . . . . . . . . . . . .     (3,128,366)          101,439
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayment of notes. . . . . . . . . . . . . . . . . . . . . . . .        (41,107)         (107,827)
Principal borrowings on notes and mortgages . . . . . . . . . . . . . . . .      2,700,000           234,463
Due to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .         16,000           (28,539)
Net Cash Provided By (Used In) Financing Activities . . . . . . . . . . . .      2,674,893            98,097
                                                                             ----------------  ----------------

NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . .         18,042          (303,704)

CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . .        211,682           343,374
                                                                             ----------------  ----------------
CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     229,724   $        39,670
                                                                             ================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
---------------------------------------------------------------------------
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     390,000   $       193,250
                                                                             ----------------  ----------------
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           0   $             0
                                                                             ----------------  ----------------
</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
--------------------------------------------------------------------------------
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, 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.

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

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

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.

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

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

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

a)  Studio  rental  -  The  Company  and  its subsidiary, Valencia Entertainment
International,  LLC,  operates  eight  sound  stages  in  Valencia,  California.
Valencia  Entertainment  International, LLC owns six improved acres on which six
of the sound stages are located.  The Company leases the other two sound stages.
Beginning June 2003, the Company and its subsidiary have a newly signed one-year
lease with five one-year options for all eight sound stages, which will generate
$2,100,000  annually  with  cost-of-living  increases.  The Company has acquired
seven  and  one  half  acres  of  property in Nevada with 162,000 square feet of
buildings,  which  are  being renovated into seven sound stages for rental.  The
Company's  subsidiary,  Half  Day  Video, Inc., supplies personnel, cameras, and
other  production  equipment  to  various  production  companies on a short-term
basis.  As  a  result  of additional equipment purchases and increased activity,
from  both  internal  and  external  sources, we anticipate that Half Day Video,
Inc.'s  revenues  should  increase  significantly.

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.

    See accompanying notes to the condensed consolidated financial statements
                                       -9-

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


BASIS  OF  PRESENTATION
-----------------------
The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information  and  with the instructions to Form 10-QSB.  Accordingly,
they  do  not include all of the information and footnotes required by generally
accepted  accounting  principles  for  complete financial statements and related
notes  included  in  the  Company's  Form  10-KSB.

The  audited consolidated financial statements of the Company for the year ended
September  30,  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 six
months  ended March 31, 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 six months ended March 31, 2004 and 2003, respectively.
As  of  March  31,  2004,  all  eight  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.

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.

    See accompanying notes to the condensed consolidated financial statements
                                      -10-

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


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.

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 March 31, 2004 and for
the  three  and  six months ended March 31, 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
six  months  ended March 31, 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  $1,213,234  and  a working capital deficiency of $9,397,836 and an
accumulated  deficit  of  $11,769,584  at March 31, 2004.  The Company had a net
loss  of  $572,319  for  the  three  months  ended  March  31,  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  15,010,000 for the three and six months ended March 31, 2004 and
11,816,467  for  the  three  and  six months ended March 31, 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  March  31,  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  $14,843.  The entity has received a $106,000 advance from
ValCom,  Inc.


NOTE  4  SEGMENT  INFORMATION
-----------------------------
                                Studio & Equip         Film & TV
                                Rental           1     Production     Total
                                -------         ----   ----------     -----

As of and for the six months
ended  March  31,

2004
----
Revenues                        $ 1,265,195             $  67,696    $1,332,891
Operating  (Loss)  Income          (631,925)              (51,248)     (683,173)
Total  Assets                    15,514,677               339,074    15,853,751
Depreciation and Amortization       175,690                     0       175,690

2003
----
Revenues                        $ 1,023,027             $ 329,542   $ 1,352,569
Operating  loss                  (1,133,460)              (26,174)  ( 1,159,634)
Total  Assets                    12,250,000               113,000    12,363,000
Depreciation and Amortization       176,275      0                      176,275

                                      -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 March 31, 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.


NOTE  6  STOCKHOLDERS'  EQUITY
------------------------------
(A)  CONVERTIBLE  PREFERRED  STOCK
----------------------------------
On  September  30,  2002,  the Company had three series of convertible Preferred
Stock:  B, C, and D.  Series B Preferred Stock has no voting rights, is entitled
to  receive  cumulative  dividends  in  preference to any dividend on the common
stock  at  a  rate  of 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
fiscal  year  ended  September  30,  2003.

On  June  6,  2002,  the  Company  received  $930,000,  net  for the issuance of
1,250,000  shares  of  Series  D  Convertible  Preferred  Stock to an accredited
investor.  In  connection with the transaction, the Company also issued warrants
to the preferred stockholder to purchase an aggregate of 1,300,000 shares of the
Company's  common stock at an exercise price of $.80 per share, expiring on June
18,  2007.

The  Company  allocated the net proceeds received from the sale of the preferred
stock  to  the warrants using the Black-Scholes pricing model. The allocation of
the  net  proceeds  to  the  warrants  amounted  to  $466,908 and is included in
additional  paid-in  capital  in the accompanying condensed consolidated balance
sheet  at  September 30, 2002. Also, in connection with the sale of the Series D
Convertible  Preferred  Stock, the Company incurred a 7% placement agent fee and
issued the placement agent's 125,000 "VACM Units". Each unit is comprised of one
share  of common stock and a warrant to purchase one share of common stock at an
exercise  price  of  $0.80 per share. The Company recorded the $70,000 placement
agent  fee  as a reduction of the proceeds received, thereby reducing additional
paid-in  capital by $70,000 at September 30, 2002. Each VACM Unit is exercisable
at  $0.80 per unit and the unit and the underlying warrant expire June 18, 2007.
The Company valued the VACM Unit by apportioning value to the underlying warrant
and  common  stock  using  the Black-Scholes pricing model, and by measuring the
intrinsic  value  of  the  common  stock.  The  value  of the 125,000 VACM Units
amounted  to  $60,745  and  was  recorded  as  an increase in additional paid-in
capital  at  September  30,  2002.

                                      -15-

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

In  connection with the Series D Preferred Stock financing, the Company has also
issued  2,800,000 shares of its common stock to be held in escrow based upon the
terms  of the financing agreement.  The financing agreement requires the Company
to  hold in escrow 1,250,000 shares of common stock as a deposit in anticipation
of  the  preferred  stockholder's  conversion  of  1,250,000  shares of Series D
Preferred  Stock,  1,300,000 shares of common stock as a deposit in anticipation
of the preferred stockholder's exercise of warrants to purchase 1,300,000 shares
of  common  stock  at  ($0.80 per unit), and 250,000 shares of common stock as a
deposit in anticipation of the placement agent's exercise of its VACM Units.  As
discussed  above,  the  Series D Preferred Stock can be converted at any time to
common  stock  on  a  1  for  1 basis.  At March 31, 2004, none of the 2,800,000
common  shares have been released from escrow and are not considered outstanding
for  purposes  of  computing  weighted  average  shares  outstanding.


(B)  COMMON  STOCK
------------------
During the six months ended March 31, 2004, the Company issued 538,333 shares of
common  stock in lieu of debt retirement.  The value of the debt retired totaled
approximately  $57,950.

During the six months ended March 31, 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 six months ended March 31, 2004, the Company issued 1,656,000 shares
of  common  stock  in  lieu  of  compensation consultancy services performed and
compensation.  The  value  of  the  services  performed  totaled  approximately
$1,280,000,  which was computed based upon the market prices of the common stock
on  the  applicable  payment  dates.

During the six months ended March 31, 2004, the Company issued 208,000 shares of
common  stock  in lieu of compensation, for services relative to the acquisition
of real estate in Nevada.  Total value of the compensation, salaries and bonuses
was  approximately  $80,000,  which was computed based upon the market prices of
the  common  stock  on  the  applicable  payment  dates and capitalized into the
acquisition  cost.

During  the  six  months  ended March 31, 2004, the Company received $219,000 in
proceeds  from  the  sale  of  stock  in  a  private  placement.

During the six months ended March 31, 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
$266,000, which was computed based upon the market prices of the common stock on
the  applicable  payment  dates.  This  issuance  of  shares  was  exempt  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During  the  six months ended March 31, 2004, the Company issued an aggregate of
115,750  shares of common stock in lieu of compensation, salaries and bonuses to
employees.  Total  value  of  the  compensation,  salaries  and  bonuses  was
approximately  $46,300,  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 fiscal year ended September 30, 2003, the Company issued warrants to
purchase  2,083,334  shares  of  the  Company's  common  stock  to a director in
connection  with  services  provided  and  to  be  provided  to the company. The
weighted average exercise price for the warrants issued was $0.12 and all of the
warrants  begin  to expire in September 2005. The director has exercised 791,666
warrants  up  to  March  31,  2004.  This  issuance  of  shares  was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the six months ended March 31, 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 six months ended March 31, 2004, the Company issued 1,150,000 shares
of  common stock to individuals through a Private Placement Memorandum for $0.25
per  share  for  $ 288,000. This issuance of shares was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

                                      -16-

<PAGE>
During  the fiscal year ended September 30, 2003, the Company issued warrants to
purchase  2,083,334  shares  of  the  Company's  common  stock  to a director in
connection  with  services  provided  and  to  be  provided to the company.  The
weighted  average  exercise
price for the warrants issued was $0.12, and all of the warrants begin to expire
in  September 2005.  The director has exercised 558,333 warrants up to March 31,
2004.

During  the fiscal year ended September 30, 2002, the Company issued warrants to
purchase  2,075,000  shares of the Company's common stock to certain individuals
and  companies  in connection with the issuance of Series D Preferred Stock (see
Note  13(A))  and consulting agreements. The weighted average exercise price for
the warrants issued was $0.75, and all of the warrants begin to expire in fiscal
year  2007.  There  were  no  warrants  outstanding  prior  to fiscal year 2002.
Additionally,  the Company recorded consulting expense of $271,651 in connection
with warrants issued to consultants.  These warrants were valued using the Black
Scholes  pricing  model.  The  Company  also  recorded  $324,724  of  deferred
compensation  in  connection  with the consulting agreements in the accompanying
consolidated  balance  sheet  at  September  30,  2002.

In  connection  with  the  acquisition  of  PTL Productions, Inc. (dba Brentwood
Magazine),  the Company was to issue 400,000 shares of Series C preferred stock,
convertible  1  for  1 into common shares.  The Value of the preferred stock was
$252,000  or  $.63 per share based on the value of the Company's common stock on
the  date of acquisition.  On December 6, 2002 the Company issued 380,000 shares
of  Series  C  Preferred Stock valued at $239,400.  The par value of the 380,000
shares  of  Series C Preferred Stock ($380) is included in preferred stock while
the  remaining value ($239,020) is included in additional paid-in-capital.   The
value  of  the remaining 20,000 shares of $12,600 still to be issued is included
in  preferred stock payable in the accompanying balance sheet.  In January 2003,
the  Company  entered into a Memorandum of Understanding to cancel the Agreement
and  Plan  of Reorganization dated August 2, 2002, pursuant to which the Company
acquired  PTL  Productions,  Inc.  (dba  Brentwood  Magazine)  and  sell  PTL
Productions,  Inc. back to the seller.  In connection with the sale, the Company
will receive back 200,000 shares of its Series C Preferred Stock and $300,000 of
trade  credit  (See  Note  8).

NOTE  7  SUBSEQUENT  EVENTS
---------------------------
NONE

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

INTRODUCTION

 PLAN  OF  OPERATION

As of March 31, 2004, ValCom, Inc. operations were comprised of three divisions:
(1) Studio  (2) Equipment Rental, and Personnel Rental, (3) Broadcast Television
and  (3)  Film  and  Television  Production.

RENTAL
-------

The  Company  and  its  subsidiary,  Valencia  Entertainment International, LLC,
operates  eight  sound  stages  in Valencia, California.  Valencia Entertainment
International,  LLC owns six improved acres on which six of the sound stages are
located.  The  Company  leases the other two sound stages.  Beginning June 2003,
the  Company  and  its  subsidiary  has  a newly signed one-year lease with five
one-year  options  for  all  eight  sound stages, which will generate $2,100,000
annually  with cost-of-living increases.  The Company has acquired seven and one
half  acres  of  property in Nevada with 162,000 square feet of buildings, which
are  being  renovated  into  seven  sound  stages  for  rental.  The  Company's
subsidiary,  Half  Day  Video,  Inc.,  supplies  personnel,  cameras,  and other
production  equipment to various production companies on a short-term basis.  As
a  result  of  additional  equipment purchases and increased activity, from both
internal  and  external  sources,  we  anticipate  that  Half  Day Video, Inc.'s
revenues  should  increase  significantly.

TELEVISION,  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).

                                      -17-

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES

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  MARCH  31,  2004  VS.  MARCH  31,  2003
-------------------------------------------------------------

Revenues  for  the  three  months March 31, 2004 increased by $182,013 or 30.97%
from $587,640 for the three months ended March 31, 2003 to $769,653 for the same
period in 2004.  The increase in revenue was principally due to increased studio
revenues  and  decreased  production  revenues associated with the joint venture
with  Woody  Fraser  Productions.

Production  costs for the three months ended March 31, 2004 decreased by $16,641
or  25.7%  from $64,693 for the three months ended March 31, 2003 to $48,052 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.

Depreciation  and amortization expense for the three months ended March 31, 2004
decreased  by  $13,205  or 15% from $88,535 for the three months ended March 31,
2003  to  $75,330  for  the  same  period  in  2004.  General and administrative
expenses  for the three months ended March 31, 2004 decreased by $81,986 or 8.3%
from $984,158 for the three months ended March 31, 2003 to $902,172 for the same
period  in 2004.  The decrease was due principally to decreased personnel costs,
insurance,  printing,  and  bad  debt  expenses.

Interest  expense for the three months ended March 31, 2004 decreased by $80,157
or 20.2% from $396,575 for the three months ended March 31, 2003 to $316,418 for
the  same  period  in 2004.  The decrease was due principally to the decrease in
interest  rates  associated  with  the  company's  mortgage  loans.

Other income for the three months ended March 31, 2004 decreased by $20,309 from
$48,191 for the three months ended March 31, 2003 to $27,882 for the same period
in  2004.  The  decrease  was  due  to  a gain recognized from the sale of fixed
assets  offset by the loss recorded on equity investment of ValCom Broadcasting,
LLC.

Due  to the factors described above, the Company's net loss decreased by$354,360
from  $926,679  for  the three months ended March  31, 2003 to $572,319  for the
same  period  in  2004.

SIX  MONTHS  ENDED  MARCH  31,  2004  VS.  MARCH  31,  2003
-----------------------------------------------------------

Revenues  for the six months ended March 31, 2004 decreased by $19,678 or 1.45%
from  $1,352,569  for  the six months ended March 31, 2003 to $1,332,891 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  equipment  rental.

Production  costs  for the six months ended March 31, 2004 decreased by $196,772
or 76.9%from $255,716 for the six months ended March 31, 2003 to $58,994 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.

Depreciation  and  amortization  expense for the six months ended March 31, 2004
decreased  by  $585  or  0.3% from $176,275or for the six months ended March 31,
2003  to  $175,690  for  the  same  period  in  2004.

General  and  administrative  expenses  for  the six months ended March 31, 2004
decreased  by  $298,782  or 14.4% from $2,080,212 for the six months ended March
31,  2003  to  $1,781,430  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 six months ended March 31, 2004 decreased by $12,597 or
2.2%  from  $571,413  for  the  six  months  ended  March  31, 2003 to $584,010.

Other  income  for  the six months ended March 31, 2004 decreased by $ 96,351 or
76.1% from $126,573 for the six months ended March 31, 2003 to $30,222 primarily
due  to less equipment rental activity.  Due to the factors described above, the
Company  incurred  a  net  loss of $1,213,234 for the six months ended March 31,
2004  compared  to  net  loss  of  $1,703,405  for  the  same  period  in  2003.

                                      -18-

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES


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 10,
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 $1,213,234 and a positive cash flow from operations of $471,515 for
the six months ended March 31, 2004, a working capital deficiency of $9,397,836,
and  an  accumulated deficit of $11,769,584 at March 31, 2004.  These conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.

Cash totaled $229,724 on March 31, 2004 compared to $39,670 as at March 31,2003.
During  the  six  months  ended  March  31, 2004, net cash provided by operating
activities  totaled  $471,515  compared to net cash used by operating activities
totaled  $503,240  for  the  comparable  six-month period in 2003. A significant
portion  of  operating  activities  included payments for production development
costs.  Net cash provided by financing activities for the six months ended March
31,  2004  totaled  $2,674,893  compared to $98,097 for the comparable six-month
period  in  2003.  Net  cash  used by investing activities during the six months
ended  March  31, 2004 totaled $3,128,366 compared to net cash provided $101,439
during the comparable prior year period due principally to Acquisition of studio
facilities  in  Las  Vegas.

The above cash flow activities yielded a net cash increase of $18,042 during the
six  months  ended  March 31, 2004 compared to a decrease of $303,704 during the
comparable  prior  year  period.

Net  working  capital  (current  assets less current liabilities) was a negative
$9,397,836  as  of March 31, 2004.  The Company will need to raise funds through
various  financings to maintain its operations until such time as cash generated
by  operations  is  sufficient  to  meet its operating and capital requirements.
There can be no assurance that the Company will be able to raise such capital on
terms  acceptable  to  the  Company,  if  at  all.


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

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

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

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

     Effective  Disclosure  Controls
     -------------------------------

Based  upon  that  evaluation, the Company's officers concluded that many of the
Company's  disclosure  controls  and  procedures  are

                                      -19-

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES


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

During the six months ended March 31, 2004, the Company issued 538,333 shares of
common  stock in lieu of debt retirement.  The value of the debt retired totaled
approximately  $57,959.  This  issuance  of  shares was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

During the six months ended March 31, 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.  This issuance of
shares  was  exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933,  as  amended.

                                      -20-

<PAGE>
                          VALCOM, INC. AND SUBSIDIARIES


During the six months ended March 31, 2004, the Company issued 200,000 shares of
common  stock in lieu of compensation consultancy services performed.  The value
of  the  consultancy services performed totaled approximately $94,000, which was
computed  based  upon  the  market  prices of the common stock on the applicable
payment dates.  This issuance of shares was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

During the six months ended March 31, 2004, the Company issued 200,000 shares of
common  stock in lieu of compensation, salaries and bonuses to employees.  Total
value of the compensation, salaries and bonuses was approximately $82,000, which
was  computed based upon the market prices of the common stock on the applicable
payment  dates. This issuance of shares was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

During the six months ended March 31, 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
$266,000, which was computed based upon the market prices of the common stock on
the  applicable  payment  dates.  This  issuance  of  shares  was  exempt  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the six months ended January 12, 2004, the Company issued an aggregate of
115,750  shares of common stock in lieu of compensation, salaries and bonuses to
employees.  Total  value  of  the  compensation,  salaries  and  bonuses  was
approximately  $46,300,  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 fiscal year ended September 30, 2003, the Company issued warrants to
purchase  2,083,334  shares  of  the  Company's  common  stock  to a director in
connection  with  services  provided  and  to  be  provided to the company.  The
weighted  average  exercise  price for the warrants issued was $0.12, and all of
the  warrants  begin  to  expire  in September 2005.  The director has exercised
791,666  warrants  up to March 31, 2004. This issuance of shares was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
                                        -
During the six months ended March 31, 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 six months ended March 31, 2004, the Company issued 1,150,000 shares
of  common stock to individuals through a Private Placement Memorandum for $0.25
per  share  or  $ 288,000.  This issuance of shares was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

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

Not  applicable

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

Not  applicable

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

1.     Donald  Magier  resigned  as  secretary,  controller  and  director.
2.     Tracey  Eland  has  been  appointed  to  service  as  Secretary  of  the
       Corporation.

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

(A)  EXHIBITS:

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

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

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

                                      -21-

<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
          March 29, 2004 Edgar: Resignation of Donald Magier as officer and
     director.



                                   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:  May  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                   May 19, 2004
          ------------------     Chairman of the Board          --------------
          Vince  Vellardita


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

                                      -22-

<PAGE>
EXHIBIT  99.1

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

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

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter  ended  March  31,  2004  (the  "Report")  fully  complies  with  the
requirements  of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934
(15  U.S.C.  78m  or  78o(d));  and

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



Dated:  May  19,  2004
        --------------
                                   /s/  Vince  Vellardita
                                   ----------------------
                                   Name:  Vince  Vellardita
                                   Title:  Chief  Executive  Officer



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

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

(1)     the  Quarterly  Report  on  Form  10-QSB  of  the Company for the fiscal
quarter  ended  March  31,  2004  (the  "Report")  fully  complies  with  the
requirements  of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934
(15  U.S.C.  78m  or  78o(d));  and

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


Dated:  May  19,  2004
        --------------



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

                                      -23-

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

     In  connection  with  the  Quarterly  Report  of  ValCom,  Inc., a Delaware
corporation  (the  "Company"),  on  Form  10-QSB for the period ending March 31,
2004,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, Vince Vellardita, the Company's Chief Executive Officer (the
"Officer"),  certify,  pursuant  to  Rule  13a-14  or  15d-14  of the Securities
Exchange  Act  of  1934,  as  amended,  that:

(1) The Officer has reviewed the Report.

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

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

(4) The Officer and the other certifying officer:

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

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

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

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

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

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

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

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

Dated:  May  19,  2004
        --------------


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

                                      -24-

<PAGE>
     In  connection  with  of  the  Quarterly Report of ValCom, Inc., a Delaware
corporation  (the  "Company"),  on  Form 10-QSB for the period ending March  31,
2004,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"),  I,  Tracey  Eland  ,  the  Company's  Secretary  and principal
accounting  officer  (the "Officer"), certify, pursuant to Rule 13a-14 or 15d-14
of  the  Securities  Exchange  Act  of  1934,  as  amended,  that:

(1) The Officer has reviewed the Report.

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

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

(4) The Officer and the other certifying officer:

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

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

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

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

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

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

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

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

Dated:  May  19,  2004
       ---------------

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

                                      -25-

<PAGE>