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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                 VALCOM, INC.
	    ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



         Delaware                                                58-1700840
-------------------------------				    --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               identification No.)




                          920 South Commerce Street
                         Las Vegas, Nevada 89106-4501
	     ---------------------------------------------------
             (Address of principal executive offices) (Zip Code)

                       2005 EXECUTIVE COMPENSATION PLAN
		       --------------------------------
                             (full title of plan)

                               Vince Vellardita
                          920 South Commerce Street
                           Las Vegas, Nevada 89106
                                (702) 385-9000
	  ----------------------------------------------------------
          (Name, address, and telephone number of agent for service)

                                With a copy to:

                            Darrin M. Ocasio, Esq.
                             Yoel Goldfeder, Esq.
                      Sichenzia Ross Friedman Ference LLP
                            1065 Avenue of Americas
                              New York, NY 10018
                                (212) 930-9700
                              Fax: (212) 930-9725



<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- -------------------

Common Stock               2,000,000 (1)           $0.10                $200,000              $21.40
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- -------------------
<S>						<C>
</TABLE>

*  Computed  pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the  purpose  of  calculating  the  registration  fee  and  not as a
representation  as  to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price on the over the counter bulletin board on January
17, 2006.
 (1)   Shares underlying the 2006 Executive Stock Compensation Plan.




<PAGE>
EXPLANATORY NOTE

       This  Registration  Statement  is  being  filed  in  order  to  register
2,000,000 shares  of  common stock, $0.001 par value per share, of ValCom, Inc.
with respect to its 2005 Executive Stock Compensation Plan.

       In addition, the Prospectus filed as part of this Registration Statement
has been prepared in accordance  with  the  requirements of Form S-3 and may be
used for reofferings and resales of registered  shares  of  common stock, which
have  been  issued  upon the grants of common stock to executive  officers  and
directors of ValCom, Inc.




<PAGE>
Prospectus

                                 ValCom, Inc.

                       2,000,000 SHARES OF COMMON STOCK

                            issued pursuant to the

                    2005 Executive Stock Compensation Plan

       This prospectus  relates to the sale of up to 2,000,000 shares of common
stock of ValCom, Inc. offered  by  certain  holders  of our securities acquired
upon  the  exercise  of  options issued to such persons pursuant  to  our  2005
Consultant Stock Plan.  The  shares  may be offered by the selling stockholders
from time to time in regular brokerage  transactions,  in transactions directly
with  market  makers  or  in  certain  privately negotiated transactions.   For
additional information on the methods of  sale, you should refer to the section
entitled "Plan of Distribution."  We will not  receive any of the proceeds from
the sale of the shares by the selling stockholders.

       Our common stock trades on The Over-The-Counter Bulletin Board under the
symbol "VACM.ob" On January 17, 2005, the closing  sale  price  of  the  common
stock  was $0.10 per share.  The securities offered hereby are speculative  and
involve a high degree of risk and substantial dilution.  Only investors who can
bear the  risk  of  loss  of  their entire investment should invest.  See "Risk
Factors" beginning on page 8.


NEITHER  THE  SECURITIES  AND EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF  THESE  SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.



                            The date of this prospectus is January 23, 2006.




<PAGE>

                               TABLE OF CONTENTS
                                                                        PAGE

Prospectus Summary                                                      6
Risk Factors                                                            8
Selling Stockholders                                                    12
Plan of Distribution                                                    13
Interests of Named Experts and Counsel                                  13
Incorporation of Certain Documents by Reference                         13
Disclosure of Commission Position on Indemnification
For Securities Act Liabilities                                          14
Available Information                                                   15




<PAGE>
                              PROSPECTUS SUMMARY

OVERVIEW

       We are a diversified entertainment company with  the following operating
activities:

1. STUDIO RENTAL.

       Our  subsidiary,  Valencia  Entertainment International,  LLC,  recently
emerged from Chapter 11 bankruptcy after selling property per a court order. On
April 7, 2003, Valencia Entertainment  International  LLC filed on an emergency
basis a voluntary Chapter 11 bankruptcy petition. Throughout  the  pendency  of
this  case,  we  have  worked with our 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 our 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.

       Our   business    includes    television   production  for  network  and
syndication  programming,   motion   pictures,   and   real   estate  holdings,
however, revenue is primarily  generated   through   the  lease  of  the  sound
stages and production.  Our  past  and present clients in addition to Paramount
Pictures  and   Don   Belisarious   Productions,   include   Warner   Brothers,
Universal  Studios, MGM,  HBO,  NBC,  20th  Century  Fox,  Disney,  CBS,  Sony,
Showtime, and  the  USA Network.  In  addition  to  leasing  its  sound stages,
we also own a small library   of   television   content,   which  is  ready for
worldwide  distribution  and  several   major  television  series  in  advanced
stages  of  development. Our Studio Division  is  composed  of  two properties:
920 South Commerce which is leased and 41 North Mojave which we have 1/3 equity
in  the  real  estate  of  7.5 acres, 160,000 square feet of commercial  space,
giving us a total of 9 sound  stages  and  a  recording  studio.  Our corporate
offices  are  located at the Commerce Studios which houses a  state-of-the  art
production studio,  broadcast  facilities, recording studios, production design
construction, animation and post-production.

       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  we  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
us or any other assets other than the property itself (and the rents and leases
appurtenant thereto).

       On June 10, 2004, we had the property sold. At this sale, Laurus claimed
that its senior note had a balance of $7,407,873 and its junior note  a balance
of   $2,405,093.  Virtually  all  of  the  disputed  penalties,  along  with  a
disproportionate  share  of disputed legal fees and expenses, were incorporated
into the junior balance, while  the  senior  included  the  $6,565,998  million
subrogated  from  the  Finance claim. The sale was conducted through the junior
note, and the property was sold for $2.9 million to a third party.

       An affiliate of this third party then purchased the senior note directly
from Laurus, without a second sale.

       As a result of the Bankruptcy Court's order and the subsequent trustee's
sale of the property, we  are not 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 us). Any liability owed to the
third party, which purchased the property with  regard  to  the rents collected
for June 2004, has been resolved by settlement with that party.

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

       We  initiated  a  lawsuit against Laurus Master Fund and  Chicago  Title
disputing the amount of fees owed from proceeds of the sale.

2. FILM PRODUCTION DIVISION.

       In  addition  to  producing   our  own  television  and  motion  picture
programming, we have an exclusive three-year term facilities agreement in place
for  productions  in Los Angeles County  with  Woody  Fraser  of  Woody  Fraser
Productions A joint  venture  agreement was entered into between ValCom Inc and
Woody Fraser Productions and Woody  Fraser on January 1, 2001. According to the
contract  Woody  Fraser  Productions  and  Woody  Fraser  are  responsible  for
developing, selling and producing various  Television  and  Film series and the
developing expenses are to be borne by ValCom Inc. The net profit participation
to  be ValCom Inc 75% and WPF together with Fraser 25%. The revenues  for  year
ending  Sept.  30,  2002  was  around  $7 million. The revenues for year ending
September 30, 2003 were negligible as Woody  Fraser  was  unable  to obtain any
production  orders.  The  joint  venture  Agreement  between  the  parties  was
terminated  on  April  10,  2003  and  was  replaced by an exclusive facilities
agreement for productions in Los Angeles County  for  a  three-year  term  with
Woody Fraser/Woody Fraser Productions. The future outlook for this business  is
uncertain  and  will  entirely  depend  on  Woody  Fraser's  ability  to obtain
production contracts.

       We  have entered into a production agreement with entertainment industry
producer Jeff Franklin who also joins our Strategic Advisory Board.

3. ANIMATION DIVISION.

       On October  1,  2003,  we  formed  New Zoo Revue LLC pursuant to a joint
venture agreement with O Atlas Enterprises  Inc., a California corporation. New
Zoo Revue LLC was formed for the development  and production of "New Zoo Revue"
a feature film and television series and marketing of existing episodes. ValCom
shall contribute all funding required for the development  of  the  above  to a
maximum  of  $1,000,000 and O Atlas shall contribute an exclusive ten (10) year
worldwide license  in  and  to  all  rights,  music and characters as its equal
contribution towards Capital. The net profit after  all expenses will be shared
equally by ValCom Inc. and O Atlas. New Zoo Review LLC  is expected to generate
revenue by 2005 and expected to grow based on our ability to sell the TV Series
of New Zoo Revue. The Company has secured a seven year marketing  contract with
BCI Navarre, a video marketing company.

       On September 27, 2005,ValCom, Inc. signed a letter of intent  to acquire
Digital Animation Media, Ltd., a privately held Irish corporation headquartered
in  Dublin,  Ireland.  Digital  Animation  Media,  Ltd.,  one  of  the  premier
independent  animation  companies in Europe and a leading provider of animation
software  to  other  production   companies   worldwide.  With  its  production
capability and proprietary technology, the company  is  well positioned to take
advantage of the growth in existing animation markets as  well  as a burgeoning
market  for wireless animation tools and content with clients such  as  Disney,
Warner and The New Zoo Revue.

4. BROADCAST TELEVISION.

       We  own  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.

       Our business includes television production  for network and syndication
programming,  motion pictures, and real estate holdings,  however,  revenue  is
primarily generated  through  the lease of the sound stages and production. Our
past and present clients in addition  to Paramount Pictures and Don Belisarious
Productions, include Warner Brothers, Universal  Studios,  MGM,  HBO, NBC, 20th
Century Fox, Disney, CBS, Sony, Showtime, and the USA Network. In  addition  to
leasing  its  sound  stages, We also own a small library of television content,
which is ready for worldwide  distribution  and several major television series
in  advanced stages of development. Our Studio  Division  is  composed  of  two
properties:  920  South  Commerce  which is leased and 41 North Mojave which we
have  1/3  equity in the real estate of  7.5  acres,  160,000  square  feet  of
commercial space,  giving  us a total of 9 sound stages and a recording studio.
Corporate offices are located  at the Commerce Studios which houses a state-of-
the art production studio, broadcast  facilities, recording studios, production
design construction, animation and post-production.

       Our principal offices are located  at  41  North Mojave Road, Las Vegas,
Nevada  89101-4812,  and  our telephone number is (702)  358-9000.   We  are  a
Delaware corporation.

THIS OFFERING


Shares of common stock outstanding prior to this offering:
			 52,403,986 as of January 17, 2006

Shares offered in this prospectus:
			 2,000,000

Total shares outstanding after this offering:
				   52,403,986

Use of proceeds:

	We will not receive any proceeds from the sale of the shares of common
	stock offered in this prospectus.








<PAGE>
RISK FACTORS


       Investment  in our common stock involves a  high  degree  of  risk.  You
should consider the  following discussion of risks as well as other information
in this prospectus. The  risks  and  uncertainties  described below are not the
only ones. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may impair our business operations. If any of
the following risks actually occur, our business could be harmed. In such case,
the trading price of our common stock could decline.

       Except  for historical information, the information  contained  in  this
prospectus are "forward-looking"  statements about our expected future business
and performance. Our actual operating  results  and  financial  performance may
prove to be very different from what we might have predicted as of  the date of
this prospectus.


             RISKS RELATED TO SOME OF OUR OUTSTANDING SECURITIES

WE  HAVE  ISSUED  8%  CALLABLE  SECURED  CONVERTIBLE  NOTES  AND SHARE PURCHASE
WARRANTS,  AND OUR OBLIGATIONS UNDER THE 8% CALLABLE SECURED CONVERTIBLE  NOTES
AND THE WARRANTS POSE RISKS TO THE PRICE OF OUR COMMON STOCK AND OUR CONTINUING
OPERATIONS.

We  have executed  an  agreement  for  the  issuance  of  8%  Callable  Secured
Convertible  Notes,  in  the  aggregate  principal  amount  of $750,000. The 8%
Callable  Secured  Convertible Notes provide that in certain circumstances  the
holder of the debentures  may  convert  the  outstanding  principal and accrued
interest, into shares of our common stock. The purchasers of  the discounted 8%
Callable  Secured  Convertible Notes and 8% Callable Secured Convertible  Notes
also hold an aggregate of 750,000 warrants.

THE TERMS AND CONDITIONS  OF  THE 8% CALLABLE SECURED CONVERTIBLE NOTES AND THE
WARRANTS POSE UNIQUE AND SPECIAL  RISKS  TO  OUR  CONTINUING OPERATIONS AND THE
PRICE OF OUR COMMON STOCK.

There  are  a  large  number  of  shares  underlying  our 8%  Callable  Secured
Convertible Notes, and warrants that may be available for  future  sale and the
sale of these shares may depress the market price of our common stock.

As  of  January  17, 2006, we had 50,403,986 shares of common stock issued  and
outstanding and an obligation to reserve 15,199,661 issuable upon conversion of
the Notes at current market prices. In addition, the number of shares of common
stock  issuable  upon   conversion  of  the  outstanding  8%  Callable  Secured
Convertible Notes may increase  if  the market price of our stock declines. All
of the shares, including all of the shares  issuable  upon  conversion  of  the
debentures  and upon exercise of our warrants, may be sold without restriction.
The sale of these  shares  may  adversely affect the market price of our common
stock.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR 8% CALLABLE SECURED
CONVERTIBLE NOTES COULD REQUIRE US  TO  ISSUE A SUBSTANTIALLY GREATER NUMBER OF
SHARES, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.

Our obligation to issue shares upon conversion of our convertible securities is
essentially limitless.

The following is an example of the amount of shares of our common stock that
are issuable, upon conversion of our 8% Callable Secured Convertible Notes,
based on market prices 25%, 50% and 75% below the market price, as of January
17, 2005 of $0.10.

<TABLE>
<CAPTION>

                                With          Number of   Percentage of
% Below       Price Per       Discount         Shares      Outstanding
Market         Share           of 50%          Issuable    Stock
--------      ---------       --------       ----------   --------------
  25%         $0.0428          $0.0214       140,350,877      72.81%
  50%         $0.0285          $0.0143       210,526,316      80.07%
  75%         $0.0143          $0.0071       421,052,632      88.93%

<S>					<C>
</TABLE>
As illustrated, the number of shares of common stock issuable upon conversion
of our 8% Callable Secured Convertible Notes will increase if the market price
of our stock declines, which will cause dilution to our existing stockholders.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR 8% CALLABLE SECURED
CONVERTIBLE NOTES MAY ENCOURAGE INVESTORS  TO  MAKE  SHORT  SALES IN OUR COMMON
STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.

The 8% Callable Secured Convertible Notes are convertible into  shares  of  our
common  stock  at a 35% discount to the trading price of the common stock prior
to the conversion. The significant downward pressure on the price of the common
stock as the selling  stockholder converts and sells material amounts of common
stock could encourage short  sales  by  investors.  This  could  place  further
downward  pressure  on  the  price of the common stock. The selling stockholder
could sell common stock into the  market  in anticipation of covering the short
sale by converting their securities, which  could  cause  the  further downward
pressure  on  the stock price. In addition, not only the sale of shares  issued
upon conversion  or  exercise of debentures, warrants and options, but also the
mere perception that these  sales  could occur, may adversely affect the market
price of the common stock.

THE ISSUANCE OF SHARES UPON CONVERSION  OF  THE 8% CALLABLE SECURED CONVERTIBLE
NOTES AND EXERCISE OF OUTSTANDING WARRANTS MAY  CAUSE IMMEDIATE AND SUBSTANTIAL
DILUTION TO OUR EXISTING STOCKHOLDERS.

The issuance of shares upon conversion of the 8%  Callable  Secured Convertible
Notes  and  exercise  of  warrants  may result in substantial dilution  to  the
interests of other stockholders since  the  selling stockholders may ultimately
convert and sell the full amount issuable on  conversion.  Although the selling
stockholders may not convert their 8% Callable Secured Convertible Notes and/or
exercise their warrants if such conversion or exercise would  cause them to own
more  than  4.99%  of our outstanding common stock, this restriction  does  not
prevent the selling  stockholders  from  converting  and/or  exercising some of
their holdings and then converting the rest of their holdings. In this way, the
selling stockholders could sell more than this limit while never  holding  more
than  this  limit.  There is no upper limit on the number of shares that may be
issued which will have  the effect of further diluting the proportionate equity
interest and voting power  of  holders of our common stock, including investors
in this offering.

IF WE ARE REQUIRED FOR ANY REASON  TO REPAY OUR OUTSTANDING 8% CALLABLE SECURED
CONVERTIBLE NOTES, WE WOULD BE REQUIRED  TO  DEPLETE  OUR  WORKING  CAPITAL, IF
AVAILABLE,  OR  RAISE  ADDITIONAL  FUNDS.  OUR FAILURE TO REPAY THE 8% CALLABLE
SECURED CONVERTIBLE NOTES, IF REQUIRED, COULD  RESULT  IN  LEGAL ACTION AGAINST
US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.

In August 2004, we entered into a Securities Purchase Agreement for the sale of
an  aggregate  of $750,000 principal amount of 8% Callable Secured  Convertible
Notes. The 8% Callable  Secured  Convertible Notes are due and payable, with 8%
interest, two years from the date  of  issuance,  unless  sooner converted into
shares  of  our common stock. Although we currently have $250,000  8%  Callable
Secured Convertible  Notes  outstanding,  the investor is obligated to purchase
additional 8% Callable Secured Convertible  Notes in the aggregate of $500,000.
In  addition, any event of default as described  in  the  8%  Callable  Secured
Convertible  Notes could require the early repayment of the 8% Callable Secured
Convertible Notes,  including a default interest rate of 15% on the outstanding
principal balance of  the  debentures  if  the  default  is  not cured with the
specified grace period. We anticipate that the full amount of  the  8% Callable
Secured  Convertible  Notes,  together with accrued interest, will be converted
into shares of our common stock,  in  accordance  with  the  terms  of  the  8%
Callable Secured Convertible Notes. If we are required to repay the 8% Callable
Secured  Convertible  Notes,  we  would  be required to use our limited working
capital and raise additional funds. If we  were  unable to repay the debentures
when required, the debenture holders could commence legal action against us and
foreclose  on all of our assets to recover the amounts  due.  Any  such  action
would require us to curtail or cease operations.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

The  Securities   and   Exchange  Commission  has  adopted  Rule  15g-9,  which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that  has a market price of less than $5.00 per share or
with  an exercise price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For  any  transaction  involving a penny stock, unless exempt, the
rules require:

- that a broker or dealer approve a person's  account for transactions in penny
stocks; and

- the broker or dealer receive from the investor  a  written  agreement  to the
transaction,  setting forth the identity and quantity of the penny stock to  be
purchased.

In order to approve  a  person's  account for transactions in penny stocks, the
broker or dealer must:

- obtain financial information and  investment  experience  objectives  of  the
person; and

-  make  a  reasonable  determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be  capable  of evaluating the risks of transactions in
penny stocks.

The broker or dealer must also deliver,  prior  to  any  transaction in a penny
stock, a disclosure schedule prepared by the Commission relating  to  the penny
stock market, which, in highlight form:

-  sets  forth  the  basis  on  which the broker or dealer made the suitability
determination; and

- that the broker or dealer received  a  signed,  written  agreement  from  the
investor prior to the transaction.

Generally,  brokers  may  be less willing to execute transactions in securities
subject to the "penny stock"  rules.  This  may  make  it  more  difficult  for
investors  to  dispose  of  our  common stock and cause a decline in the market
value of our stock.

                  RISKS RELATED TO OUR BUSINESS AND COMPANY

WE REQUIRE ADDITIONAL FINANCING IN  ORDER  TO  CONTINUE  IN BUSINESS AS A GOING
CONCERN, THE AVAILABILITY OF WHICH IS UNCERTAIN. WE MAY BE  FORCED  BY BUSINESS
AND  ECONOMIC  CONDITIONS  TO ACCEPT FINANCING TERMS WHICH WILL REQUIRE  US  TO
ISSUE OUR SECURITIES AT A DISCOUNT,  WHICH  COULD RESULT IN FURTHER DILUTION TO
OUR EXISTING STOCKHOLDERS.

As  discussed  under  the  heading, "Management's  Discussion  and  Analysis  -
Liquidity and Capital Resources,"  we  require additional financing to fund our
operations.  There  can  be  no assurance that  additional  financing  will  be
available to us when needed or,  if  available,  that  it  can  be  obtained on
commercially reasonable terms. Also, we have a covenant with our existing  debt
holders not to borrow money with out their consent unless such borrowings is on
the  ordinary  course of business. In addition, any additional equity financing
may involve substantial  dilution  to  our  stockholders.  If  we fail to raise
sufficient  financing  to meet our immediate cash needs, we will be  forced  to
scale down or perhaps even  cease  the  operation  of  our  business, which may
result in the loss of some or all of your investment in our common stock.

In addition, in seeking debt or equity private placement financing,  we  may be
forced  by business and economic conditions to accept terms, which will require
us to issue  our  securities  at a discount from the prevailing market price or
face  amount,  which  could  result   in   further  dilution  to  our  existing
stockholders.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT  ABOUT OUR ABILITY TO CONTINUE AS
A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated March 10, 2005, our independent  auditors  have expressed
doubt  about  our  ability  to  continue  as  a  going concern in our financial
statements for the years ended September 31, 2004  and  2003.  Our  ability  to
continue  as a going concern is an issue raised as a result of recurring losses
from operations,  a  stockholders'  deficit,  and requirement for a significant
amount of capital financing to proceed with our  business  plan. Our ability to
continue  as  a  going concern is subject to our ability to generate  a  profit
and/or obtain necessary  funding  from  outside  sources,  including  obtaining
additional  funding  from  the  sale  of  our  securities,  increasing sales or
obtaining loans and grants from various financial institutions  where possible.
The  going  concern  qualification  in  the  auditor's  report  increases   the
difficulty  in  meeting  such  goals  and  there can be no assurances that such
methods will prove successful.

WE HAVE A HISTORY OF OPERATING LOSSES AND FLUCTUATING  OPERATING RESULTS, WHICH
RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our  loss  from operations for the fiscal years ended September  30,  2005  and
September 30,  2004  were, respectively, $1,944,510 and $5,291,102. There is no
assurance that we will  operate  profitably or will generate positive cash flow
in the future. In addition, our operating  results in the future may be subject
to significant fluctuations due to many factors not within our control, such as
the  unpredictability  of  when customers will  order  products,  the  size  of
customers' orders, the demand  for  our  products, and the level of competition
and general economic conditions.

Although  we  are confident that revenues will  increase,  we  also  expect  an
increase in development  costs  and operating costs. Consequently, we expect to
incur operating losses and negative  cash  flow  until our products gain market
acceptance sufficient to generate a commercially viable  and  sustainable level
of  sales,  and/or additional products are developed and commercially  released
and sales of  such  products  made  so  that  we  are operating in a profitable
manner.

OUR OFFICERS IDENTIFIED SEVERAL WEAKNESSES IN OUR DISCLOSURE CONTROLS.

1. Our records of stock and equity related transactions  were  not updated on a
timely basis and do not reflect the current ownership of ValCom  as  accurately
as they might.

2.  We  recorded  a  significant  number of audit adjustments during the fourth
quarter,  which  were  required  to properly  state  the  account  balances  at
September 30, 2003 and September 30, 2004.

3. The minutes of the Board of Directors'  and  stockholders' meetings were not
always complete.

4. We drafted several agreements without consulting our legal counsel.

Although, we have taken steps to correct the above-  referenced  and strengthen
our disclosure controls, we cannot be sure that we will be successful.









<PAGE>
                             SELLING STOCKHOLDERS

       The  table  below  sets forth information concerning the resale  of  the
shares of common stock by the  selling  stockholders.   We will not receive any
proceeds from the resale of the common stock by the selling stockholders.

       The  following  table  also sets forth the name of each  person  who  is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially  owned by each person, the number of shares
of common stock that may be sold in this  offering  and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.

<TABLE>
<CAPTION>
                SHARES BENEFICIALLY OWNED              SHARES BENEFICIALLY OWNED
                  PRIOR TO THE OFFERING                    AFTER THE OFFERING
		-------------------------	       -------------------------
<S>              <C>           <C>         <C>            <C>           <C>
                                           TOTAL
                                           SHARES
NAME		    NUMBER     PERCENT     OFFERED        NUMBER     PERCENT
----------------    ---------  -------    ---------	  ---------  -------
Vince Vellardita    9,535,549  18.20%     2,000,000       7,535,549  14.38%
</TABLE>
   * Less than one percent.

   The  number  and percentage of shares beneficially owned  is  determined  in
accordance with Rule 13d-3  of  the  Securities  Exchange  Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose.  Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right  to acquire within
60  days.   The  actual  number  of  shares of common stock issuable  upon  the
conversion of the debentures and exercise  of the debenture warrants is subject
to adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.





<PAGE>


                             PLAN OF DISTRIBUTION

       Sales of the shares may be effected by or for the account of the selling
stockholders  from  time  to  time in transactions  (which  may  include  block
transactions)   on  The  Over-The-Counter   Bulletin   Board,   in   negotiated
transactions, through  a  combination of such methods of sale, or otherwise, at
fixed prices that may be changed,  at  market  prices prevailing at the time of
sale  or  at  negotiated  prices.   The selling stockholders  may  effect  such
transactions  by selling the shares directly  to  purchasers,  through  broker-
dealers acting  as  agents  of  the  selling stockholders, or to broker-dealers
acting as agents for the selling stockholders,  or  to  broker-dealers  who may
purchase shares as principals and thereafter sell the shares from time to  time
in  transactions (which may include block transactions) on The Over-The-Counter
Bulletin  Board,  in  negotiated  transactions,  through  a combination of such
methods of sale, or otherwise.  In effecting sales, broker-dealers engaged by a
selling stockholder may arrange for other broker-dealers to  participate.  Such
broker-dealers,  if  any,  may  receive compensation in the form of  discounts,
concessions or commissions from the  selling stockholders and/or the purchasers
of the shares for whom such broker-dealers  may  act  as agents or to whom they
may sell as principals, or both (which compensation as  to a particular broker-
dealer might be in excess of customary commissions).

       The  selling  stockholders  and  any  broker-dealers  or   agents   that
participate with the selling stockholders in the distribution of the shares may
be  deemed  to  be  "underwriters"  within the meaning of the Securities Act of
1933.  Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions  or discounts under the Securities
Act of 1933.

       We have agreed to bear all expenses of registration  of the shares other
than  legal  fees  and  expenses, if any, of counsel or other advisors  of  the
selling stockholders.  The  selling  stockholders  will  bear  any commissions,
discounts,  concessions  or  other  fees, if any, payable to broker-dealers  in
connection with any sale of their shares.

       We  have  agreed  to  indemnify  the   selling  stockholders,  or  their
transferees  or assignees, against certain liabilities,  including  liabilities
under the Securities  Act  of  1933  or  to  contribute to payments the selling
stockholders  or  their  respective  pledgees,  donees,  transferees  or  other
successors in interest, may be required to make in respect thereof.



<PAGE>

INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock  offered  hereby will be
passed  upon  for the Registrant by Sichenzia Ross Friedman Ference  LLP,
1065 Avenue of the Americas, 21st Floor, New York, NY 10018.

INFORMATION INCORPORATED BY REFERENCE

      The Securities  and Exchange Commission allows us to incorporate by
reference certain of our  publicly-filed  documents into this prospectus,
which means that such information is considered  part of this prospectus.
Information  that we file with the SEC subsequent to  the  date  of  this
prospectus will  automatically update and supersede this information.  We
incorporate by reference  the  documents  listed  below  and  any  future
filings  made  with the SEC under all documents subsequently filed by  us
pursuant to Section  13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the  selling  stockholders  have sold all of the shares
offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by
reference:

      -	      The  Annual Report on Form 10-KSB/A  for  the  fiscal  year
            ended September  30,  2005,  filed by the registrant with the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 19, 2006.

      -       The Annual Report  on Form 10-KSB for the fiscal year ended
            September  30,  2005,  filed   by  the  registrant  with  the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 17, 2006.

      -       The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended  June  30,  2005, filed  by  the  registrant  with  the
            Commission on August 11, 2005.

      -       The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended March 31, 2005, and  filed  by  the registrant with the
            Commission on May 16, 2005.

      -       The  Quarterly  Report  on  Form 10-QSB/A  for  the  fiscal
            quarter ended March 31, 2005, and  filed  by  the  registrant
            with the Commission on May 16, 2005.

      -       The Quarterly Report on Form 10-QSB for the fiscal  quarter
            ended December 31, 2004, and filed by the registrant with the
            Commission on March 15, 2005.

      -       The  Quarterly  Report  on  Form  10-QSB/A  for  the fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 15, 2005.

      -       The Quarterly  Report  on  Form  10-QSB/A  for  the  fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 17, 2005.

      -       The Current  Report  on  Form  8-K, filed by the registrant
            with the Commission on April 6, 2005.

      -       The Current Report on Form 8-K,  filed  by  the  registrant
            with the Commission on July 11, 2005.

      -       The  Current  Report  on  Form 8-K, filed by the registrant
            with the Commission on July 26, 2005.

      -       In  addition,  all  documents  subsequently  filed  by  the
            registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange  Act,  prior to the filing of a post-
            effective  amendment  which  indicates  that  all  securities
            offered have been sold or which  deregisters  all  securities
            then remaining unsold, shall be deemed to be incorporated  by
            reference  into  this registration statement and to be a part
            hereof from the date of filing of such documents.

      We will provide without  charge  to  each  person to whom a copy of
this prospectus has been delivered, on written or  oral request a copy of
any or all of the documents incorporated by reference in this prospectus,
other than exhibits to such documents.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION  FOR  SECURITIES ACT
LIABILITIES

      Our Articles of Incorporation, as amended, provide to  the fullest extent
permitted  by  Delaware  law,  a  director  or officer of ValCom shall  not  be
personally liable to ValCom or its shareholders  for damages for breach of such
director's or officer's fiduciary duty. The effect  of  this  provision  of our
Certificate  of Incorporation, as amended, is to eliminate the rights of ValCom
and its shareholders  (through  shareholders'  derivative  suits  on  behalf of
ValCom)  to  recover  damages  against a director or officer for breach of  the
fiduciary duty of care as a director  or  officer (including breaches resulting
from negligent or grossly negligent behavior),  except under certain situations
defined by statute. ValCom believes that the indemnification  provisions in its
Certificate of Incorporation, as amended, are necessary to attract  and  retain
qualified persons as directors and officers.

      Insofar  as  indemnification for liabilities arising under the Securities
Act might be permitted  to  directors,  officers  or  persons  controlling  our
company under the provisions described above, we have been informed that in the
opinion  of  the  Securities  and  Exchange  Commission such indemnification is
against  public  policy as expressed in the Securities  Act  and  is  therefore
unenforceable.


<PAGE>
                 ADDITIONAL INFORMATION AVAILABLE TO YOU

      This prospectus  is  part  of  a Registration Statement on Form S-8
that  we  filed with the SEC.  Certain information  in  the  Registration
Statement has  been  omitted  from this prospectus in accordance with the
rules of the SEC.  We file annual,  quarterly  and special reports, proxy
statements and other information with the SEC.   You can inspect and copy
the Registration Statement as well as reports, proxy statements and other
information  we  have  filed  with the SEC at the public  reference  room
maintained by the SEC at 100 F  Street,  NE,  Washington, D.C. 20549, You
can obtain copies from the public reference room  of  the  SEC  at  100 F
Street,  NE,  Washington,  D.C. 20549, upon payment of certain fees.  You
can call the SEC at 1-800-732-0330  for  further  information  about  the
public  reference room.  We are also required to file electronic versions
of these  documents with the SEC, which may be accessed through the SEC's
World Wide Web site at http://www.sec.gov.  Our common stock is listed on
The Over-The-Counter Bulletin Board.

      No dealer,  salesperson  or  other person is authorized to give any
information or to make any representations  other than those contained in
this   prospectus,   and,   if  given  or  made,  such   information   or
representations must not be relied  upon as having been authorized by us.
This prospectus does not constitute an  offer  to  buy any security other
than the securities offered by this prospectus, or an  offer to sell or a
solicitation  of  an  offer  to buy any securities by any person  in  any
jurisdiction where such offer  or  solicitation  is  not authorized or is
unlawful.   Neither  delivery of this prospectus nor any  sale  hereunder
shall, under any circumstances,  create  any  implication  that there has
been no change in the affairs of our company since the date hereof.








<PAGE>

                           ------------------------
                       2,000,000 SHARES OF COMMON STOCK
                           ------------------------
                                  PROSPECTUS
                                --------------
                               January 23, 2005









<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information  required  by Part I of Form S-8 to be contained  in  a
prospectus meeting the requirements  of  Section  10(a) of the Securities
Act of 1933, as amended (the "Securities Act"), is  not  required  to  be
filed  with  the  Securities  and Exchange Commission and is omitted from
this registration statement in  accordance  with  the explanatory note to
Part I of Form S-8 and Rule 428 of the Securities Act.


                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The   Registrant  hereby  incorporates  by  reference   into   this
Registration  Statement  the  documents  listed  below.  In addition, all
documents  subsequently filed pursuant to Sections 13(a), 13(c),  14  and
15(d) of the  Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of  a  post-effective  amendment  which  indicates that all
securities  offered  have  been sold or which deregisters all  securities
then remaining unsold, shall  be  deemed  to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents:

      -	      The  Annual Report on Form 10-KSB/A  for  the  fiscal  year
            ended September  30,  2005,  filed by the registrant with the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 19, 2006.

      -	      The Annual Report  on Form 10-KSB for the fiscal year ended
            September  30,  2005,  filed   by  the  registrant  with  the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 17, 2006.

      -	      The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended  June  30,  2005, filed  by  the  registrant  with  the
            Commission on August 11, 2005.

      -	      The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended March 31, 2005, and  filed  by  the registrant with the
            Commission on May 16, 2005.

      -	      The  Quarterly  Report  on  Form 10-QSB/A  for  the  fiscal
            quarter ended March 31, 2005, and  filed  by  the  registrant
            with the Commission on May 16, 2005.

      -	      The Quarterly Report on Form 10-QSB for the fiscal  quarter
            ended December 31, 2004, and filed by the registrant with the
            Commission on March 15, 2005.

      -	      The  Quarterly  Report  on  Form  10-QSB/A  for  the fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 15, 2005.

      -	      The Quarterly  Report  on  Form  10-QSB/A  for  the  fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 17, 2005.

      -	      The Current  Report  on  Form  8-K, filed by the registrant
            with the Commission on April 6, 2005.

      -	      The Current Report on Form 8-K,  filed  by  the  registrant
            with the Commission on July 11, 2005.

      -	      The  Current  Report  on  Form 8-K, filed by the registrant
            with the Commission on July 26, 2005.

      -	      In  addition,  all  documents  subsequently  filed  by  the
            registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange  Act,  prior to the filing of a post-
            effective  amendment  which  indicates  that  all  securities
            offered have been sold or which  deregisters  all  securities
            then remaining unsold, shall be deemed to be incorporated  by
            reference  into  this registration statement and to be a part
            hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares  of  common stock offered hereby will be
passed upon for the Registrant by Sichenzia  Ross  Friedman  Ference LLP,
1065 Avenue of Americas, 21st flr., New York, NY 10018.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145  ("Indemnification of officers, directors, employees  and  agents;
insurance") of  the Delaware General Corporation Law provides in pertinent part
as follows:

"(a) A corporation  shall  have  power  to indemnify any person who was or is a
party  or  is  threatened to be made a party  to  any  threatened,  pending  or
completed action,  suit  or proceeding, whether civil, criminal, administrative
or investigative (other than  an  action by or in the right of the corporation)
by reason of the fact that he is or  was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise, against  expenses  (including  attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding  by  judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its  equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not opposed  to  the  best
interests  of the corporation, and, with respect  to  any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation  shall  have  power  to  indemnify any person who was or is a
party  or  is  threatened  to be made a party to  any  threatened,  pending  or
completed action or suit by  or  in  the  right of the corporation to procure a
judgment in its favor by reason of the fact  that  he  is  or  was  a director,
officer,  employee  or  agent  of the corporation, or is or was serving at  the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint  venture,  trust  or  other  enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or  not  opposed  to
the  best interests of the corporation and except that no indemnification shall
be made  in respect of any claim, issue or matter as to which such person shall
have been  adjudged  to  be  liable  to  the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought  shall determine upon application that,  despite  the  adjudication  of
liability  but  in  view  of  all the circumstances of the case, such person is
fairly and reasonably entitled  to  indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

(c)  To  the  extent  that  a present and  former  director  or  officer  of  a
corporation has been successful  on  the  merits or otherwise in defense of any
action,  suit  or proceeding referred to in subsections  (a)  and  (b),  or  in
defense of any claim,  issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

(d) Any indemnification  under  subsections  (a)  and  (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present  or  former  director,
officer,  employee  or agent is proper in the circumstances because he has  met
the applicable standard  of  conduct set forth in subsections (a) and (b). Such
determination shall be made, with  respect  to  a  person  who is a director or
officer  at  the  time  of such determination, (1) by a majority  vote  of  the
directors who are not parties  to  such action, suit or proceeding, even though
less  than a quorum, or (2) by a committee  of  such  directors  designated  by
majority  vote  of  such  directors,  even though less than a quorum, or (3) if
there are no such directors, or if such  directors  so  direct,  by independent
legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or  director in
defending any civil, criminal, administrative or investigative action,  suit or
proceeding  may  be paid by the corporation in advance of the final disposition
of such action, suit  or  proceeding  upon  receipt  of an undertaking by or on
behalf  of  such  director  or  officer to repay such amount  if  it  shall  be
ultimately  determined  that he is  not  entitled  to  be  indemnified  by  the
corporation as authorized  in this Section. Such expenses (including attorneys'
fees) incurred by former directors  and  officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The indemnification and advancement of  expenses  provided  by,  or granted
pursuant  to,  the  other  subsections  of  this  section  shall  not be deemed
exclusive  of  any  other  rights  to  which  those seeking indemnification  or
advancement of expenses may be entitled under any  by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise, both as to action in  his
official  capacity  and  as  to  action  in another capacity while holding such
office.

(g) A corporation shall have power to purchase and maintain insurance on behalf
of  any person who is or was a director, officer,  employee  or  agent  of  the
corporation,  or  is  or  was  serving  at  the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any  liability  asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether  or not the corporation would have the power to indemnify  him  against
such liability under the provisions of this Section

(h) The indemnification  and  advancement  of  expenses provided by, or granted
pursuant to, this section shall, unless otherwise  provided  when authorized or
ratified,  continue  as  to a person who has ceased to be a director,  officer,
employee or agent and shall  inure  to  the benefit of the heirs, executors and
administrators of such person " Article Nine  of  the  registrant's Amended and
Restated  Certificate of Incorporation authorizes the registrant  to  indemnify
any current  or  former director, officer, employee, or agent of the registrant
against expenses,  judgments, fines, and amounts paid in settlement incurred by
him in connection with  any  threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal,  administrative,  or investigative, to the
fullest  extent  permitted by Section 145 of the Delaware  General  Corporation
Law. Article Ninth  further  provides  that  such  indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or  disinterested directors or
otherwise, both as to action in his or her official capacity  and  as to action
in  another  capacity  while  holding such office, and shall continue as  to  a
person who has ceased to be a director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
Article  IX  of  the  registrant's  Bylaws provides that the registrant  "shall
indemnify its officers, directors and  authorized  agents  for  all liabilities
incurred  directly,  indirectly or incidentally to services performed  for  the
Corporation, to the fullest extent permitted under Delaware law existing now or
hereinafter enacted."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

      EXHIBIT
      NUMBER      EXHIBIT

      4.1         2006 Executive Stock Compensation Plan
      5.1         Opinion of Sichenzia Ross Friedman Ference LLP
      1.1         Consent  of  Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1
      1.2         Consent of Armando Ibarra CPA



<PAGE>
ITEM 9.  UNDERTAKINGS.


The undersigned registrant hereby undertakes:


 (1) To file, during any period  in  which  offers  or  sales are being made, a
post-effective amendment to this registration statement:


      (i) To  include  any  prospectus  required  by  Section 10(a)(3)  of  the
Securities Act of 1933;


      (ii) To reflect in the prospectus any facts or events  arising  after the
effective date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent a
fundamental  change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the  total dollar value of securities offered would not exceed that
which was registered)  and  any  deviation  from  the  low  or  high end of the
estimated  maximum  offering  range may be reflected in the form of  prospectus
filed with the Commission pursuant  to  Rule 424(b)  if,  in the aggregate, the
changes  in volume and price represent no more than 20 percent  change  in  the
maximum aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;


      (iii) To include  any  material  information  with respect to the plan of
distribution  not  previously disclosed in the registration  statement  or  any
material change to such information in the registration statement;


 Provided, however,  that  paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply
if the Registration Statement is on Form S-3 and if the information required to
be included in a post-effective  amendment  by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities  Exchange  Act  of  1934 that are
incorporated by reference in the registration statement, or is contained  in  a
form  of  prospectus  filed  pursuant  to  Rule 424(b)  that  is  part  of  the
registration statement.


(2) That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed to be a new
registration  statement  relating  to the securities offered therein,  and  the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


(3) To remove from registration by  means of a post-effective amendment any  of
the securities being registered which  remain  unsold at the termination of the
offering.


(4) That, for purposes  of determining any liability  under  the Securities Act
of   1933,   each  filing  of  the  registrant's  annual  report  pursuant   to
Section 13(a)  or  15(d)  of  the  Securities  Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of  1934) that  is incorporated by
reference  in  the  registration  statement  shall  be  deemed  to  be   a  new
registration  statement  relating  to  the  securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


(5) That, for the purpose  of determining liability under the Securities Act of
1933 to any purchaser:


      (A) Each  prospectus  filed by a Registrant  pursuant  to  Rule 424(b)(3)
shall be deemed to be part of  the  registration  statement  as of the date the
filed prospectus was deemed part of and included in the registration statement;
and


      (B) Each  prospectus  required  to  be  filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement  in  reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i),   (vii) or  (x) for
the  purpose  of  providing  the  information  required by Section 10(a) of the
Securities  Act  of 1933 shall be deemed to be part  of  and  included  in  the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness  or  the  date  of the first contract of sale of
securities  in  the  offering  described  in  the prospectus.  As  provided  in
Rule 430B, for liability purposes of the issuer  and any person that is at that
date an underwriter, such date shall be deemed to  be  a  new effective date of
the  registration  statement  relating  to  the securities in the  registration
statement to which the prospectus relates, and  the offering of such securities
at  that  time shall be deemed to be the initial bona  fide  offering  thereof.
Provided, however,  that  no  statement  made  in  a  registration statement or
prospectus that is part of the registration statement or  made  in  a  document
incorporated   or  deemed  incorporated  by  reference  into  the  registration
statement or prospectus  that is part of the registration statement will, as to
a purchaser with a time of  contract  of  sale  prior  to  such effective date,
supersede  or modify any statement that was made in the registration  statement
or prospectus  that  was part of the registration statement or made in any such
document immediately prior to such effective date.


(6) That, for the purpose  of  determining  liability of a Registrant under the
Securities  Act of 1933 to any purchaser in the  initial  distribution  of  the
securities, each  undersigned  Registrant undertakes that in a primary offering
of  securities  of an undersigned  Registrant  pursuant  to  this  registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:


      (i) Any preliminary prospectus or prospectus of an undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;


      (ii) Any free writing prospectus relating  to the offering prepared by or
on behalf of an undersigned Registrant or used or referred to by an undersigned
Registrant;


      (iii) The portion of any other free writing  prospectus  relating  to the
offering containing material information about an undersigned Registrant or its
securities provided by or on behalf of an undersigned Registrant; and


      (iv) Any other communication that is an offer in the offering made by  an
undersigned Registrant to the purchaser.


Insofar  as indemnification for liabilities arising under the Securities Act of
1933 may be  permitted  to  directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the  Securities
Act   and  is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by the
registrant  of  expenses incurred or paid by a director, officer or controlling
person of the registrant  in  the  successful  defense  of  any action, suit or
proceeding)  is  asserted  by such director, officer or controlling  person  in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel the  matter  has  been  settled  by  controlling
precedent, submit to a court  of  appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.




<PAGE>

                                  SIGNATURES


               Pursuant to the requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds  to  believe  that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State  of  Nevada  on  this  23rd of
January, 2006.

<TABLE>
<CAPTION>
   VALCOM, INC.
<S> <C> <C>

   By:  /s/ Vince Vellardita
	--------------------
            Vince Vellardita
            President, Chief
	    Executive Officer
	    and Chairman
       (Principal Executive Officer)

   By:  /s/ Sandra Markham
	------------------
            Sandra Markham
            Secretary and
	    Treasurer
       (Principal Financial Officer)
</TABLE>

                              POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints  Vince
Vellardita  his  or  her  true and lawful attorney in fact and agent, with full
power of substitution and resubstitution,  for  him  or  her  and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including  post  effective amendments) to the Registration Statement,  and  to
sign  any  registration  statement  for  the  same  offering  covered  by  this
Registration  Statement  that  is  to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933,  as  amended,  and  all post effective
amendments  thereto, and to file the same, with all exhibits thereto,  and  all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto  said  attorney-in-fact and agent, full power and authority to do
and perform each and every  act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby  ratifying and confirming all that said attorney-
in-fact and agent, each acting alone,  or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
         Signature                            Title                             Date
<S>                          <C>                                            <C>

/s/ Vince Vellardita	 President Chief Executive Officer and Chairman		January 23, 2006
--------------------
    Vince Vellardita                (Principal Executive Officer)

/s/ Sandra Markham              	Secretary and Treasurer            	January 23, 2006
------------------
    Sandra Markham                  (Principal Financial Officer)

/s/ Bonnie Nelson                       	Director                   	January 23, 2006
-----------------
    Bonnie Nelson

/s/ Richard  Shintaku                   	Director                   	January 23, 2006
---------------------
    Richard  Shintaku
</TABLE>



<PAGE>
      EXHIBIT
      NUMBER      EXHIBIT

      4.1         2006 Executive Stock Compensation Plan
      5.1         Opinion of Sichenzia Ross Friedman Ference LLP
      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1
      23.2        Consent of Armando Ibarra CPA



<PAGE>
EXHIBIT 4.1


                                 VALCOM, INC.
                    2006 EXECUTIVE STOCK COMPENSATION PLAN


      THIS VALCOM, INC. 2006 EXECUTIVE STOCK  COMPENSATION PLAN (the "PLAN") is
designed to retain executive officers and directors  and reward them for making
major contributions to the success of the Company.

1. Definitions.

   (a)"BOARD" - The Board of Directors of the Company.

   (b)"CODE" - The Internal Revenue Code of 1986, as amended from time to time.

   (c)"COMMITTEE" - The Compensation Committee of the  Company's Board, or such
      other  committee  of  the  Board  that  is  designated by  the  Board  to
      administer the Plan, composed of not less than  two  members of the Board
      all  of  whom are disinterested persons, as contemplated  by  Rule  16b-3
      ("RULE 16B-3")  promulgated under the Securities Exchange Act of 1934, as
      amended (the "EXCHANGE ACT").

   (d)"COMPANY" - ValCom,  Inc.  and its subsidiaries including subsidiaries of
      subsidiaries.

   (e)"EXCHANGE ACT" - The Securities  Exchange  Act  of  1934, as amended from
      time to time.

   (f)"FAIR MARKET VALUE" - The fair market value of the Company's  issued  and
      outstanding Stock as determined in good faith by the Board or Committee.

   (g)"GRANT"  - The grant of any stock award to a Participant pursuant to such
      terms, conditions and limitations as the Committee may establish in order
      to fulfill the objectives of the Plan.

   (h)"GRANT AGREEMENT"  -  An  agreement between the Company and a Participant
      that sets forth the terms,  conditions  and  limitations  applicable to a
      Grant.

   (i)"PARTICIPANT" - An outside consultants, professional and service provider
      of the Company to whom an Award has been made under the Plan.

   (j)"SECURITIES  ACT" - The Securities Act of 1933, as amended from  time  to
      time.

   (k)"STOCK" - Authorized and issued or unissued shares of common stock of the
      Company.

   (l)"STOCK AWARD"  -  A  Grant made under the Plan in stock or denominated in
      units  of  stock for which  the  Participant  is  not  obligated  to  pay
      additional consideration.

2. Administration.
   The Plan shall  be  administered  by  the  Board, provided however, that the
   Board  may delegate such administration to the  Committee.  Subject  to  the
   provisions  of the Plan, the Board and/or the Committee shall have authority
   to (a) grant,  in  its discretion, Stock Awards; (b) determine in good faith
   the fair market value of the Stock covered by any Grant; (c) determine which
   eligible  persons  shall   receive   Grants   and   the  number  of  shares,
   restrictions,  terms  and  conditions  to be included in  such  Grants;  (d)
   construe and interpret the Plan; (e) promulgate, amend and rescind rules and
   regulations relating to its administration,  and  correct defects, omissions
   and inconsistencies in the Plan or any Grant; (f) consistent  with  the Plan
   and  with  the  consent  of  the  Participant,  as  appropriate,  amend  any
   outstanding  Grant;  (g)  determine  the  duration  and purpose of leaves of
   absence   which   may  be  granted  to  Participants  without   constituting
   termination of their  engagement  for  the purpose of the Plan or any Grant;
   and (h) make all other determinations necessary  or advisable for the Plan's
   administration. The interpretation and construction  by  the  Board  of  any
   provisions  of the Plan or selection of Participants shall be conclusive and
   final. No member  of  the  Board  or  the  Committee shall be liable for any
   action or determination made in good faith with  respect  to the Plan or any
   Grant made thereunder.

3. Eligibility.

   The  persons  who  shall  be  eligible to receive Grants shall be  executive
   officers and directors

4. Stock.

   (a)Authorized Stock: Stock subject to Grants may be either unissued or
      reacquired Stock.

   (b)Number of Shares:  Subject to  adjustment  as provided in Section 5(i) of
      the Plan, the total number of shares of Stock  which  may be purchased or
      granted directly by Stock Awards granted under the Plan  shall not exceed
      Two  Million  (2,000,000)  shares.   If  any  Grant shall for any  reason
      terminate or expire, any shares allocated thereto  but remaining unvested
      shall again be available for Grants with respect thereto  under  the Plan
      as  though  no Grant had previously occurred with respect to such shares.
      Any shares of  Stock  issued pursuant to a Grant and repurchased pursuant
      to the terms thereof shall  be  available for future Grants as though not
      previously covered by a Grant.

   (c)Reservation of Shares:  The Company  shall  reserve and keep available at
      all times during the term of the Plan such number  of  shares as shall be
      sufficient to satisfy the requirements of the Plan. If,  after reasonable
      efforts, which efforts shall not include the registration  of the Plan or
      Grants  under  the  Securities  Act,  the  Company  is  unable  to obtain
      authority  from  any  applicable regulatory body, which authorization  is
      deemed necessary by legal counsel for the Company for the lawful issuance
      of shares hereunder, the  Company shall be relieved of any liability with
      respect to its failure to issue  and  sell  the  shares  for  which  such
      requisite  authority  was  so  deemed  necessary  unless  and  until such
      authority is obtained.

5. Stock Awards.

         All  or  part  of  any  Stock  Award under the Plan may be subject  to
   conditions established by the Board or  the  Committee,  and  set forth in a
   Stock Award Agreement, which may include, but are not limited to, continuous
   service  with  the  Company,  achievement  of  specific business objectives,
   increases in specified indices, attaining growth  rates and other comparable
   measurements of Company performance. Such Awards may be based on Fair Market
   Value or other specified valuation. All Stock Awards  will  be made pursuant
   to the execution of a Stock Award Agreement.

   (a)Conditions  and  Restrictions.   Shares  of Stock which Participants  may
      receive as a Stock Award under a Stock Award  Agreement  may include such
      restrictions  as the Board or Committee, as applicable, shall  determine,
      including restrictions  on  transfer,  repurchase  rights, right of first
      refusal,  and  forfeiture  provisions.  When  transfer  of  Stock  is  so
      restricted  or  subject  to  forfeiture provisions it is referred  to  as
      "RESTRICTED STOCK."  Further,  with  Board  or  Committee approval, Stock
      Awards may be deferred, either in the form of installments  or  a  future
      lump  sum  distribution.  The  Board  or  Committee  may  permit selected
      Participants  to  elect  to  defer  distributions  of  Stock  Awards   in
      accordance  with  procedures  established  by  the  Board or Committee to
      assure  that  such deferrals comply with applicable requirements  of  the
      Code including,  at  the  choice  of Participants, the capability to make
      further  deferrals  for  distribution   after  retirement.  Any  deferred
      distribution,  whether elected by the Participant  or  specified  by  the
      Stock Award Agreement  or  by  the  Board  or  Committee, may require the
      payment be forfeited in accordance with the provisions  of  Section 5(c).
      Dividends or dividend equivalent rights may be extended to and  made part
      of any Stock Award, subject to such terms, conditions and restrictions as
      the Board or Committee may establish.

   (b)Cancellation  and Rescission of Grants.  Unless the Stock Award Agreement
      specifies otherwise,  the  Board  or Committee, as applicable, may cancel
      any unvested or deferred Grants at  any time if the Participant is not in
      compliance  with  all other applicable  provisions  of  the  Stock  Award
      Agreement, the Plan and with the following conditions:

      (i)A Participant shall not render services for any organization or engage
         directly or indirectly  in  any business which, in the judgment of the
         chief  executive  officer  of the  Company  or  other  senior  officer
         designated by the Board or Committee,  is  or becomes competitive with
         the Company, or which organization or business,  or  the  rendering of
         services  to  such  organization  or business, is or becomes otherwise
         prejudicial to or in conflict with  the  interests of the Company. For
         Participants  whose engagement has terminated,  the  judgment  of  the
         chief executive  officer  shall be based on the Participant's position
         and responsibilities while  employed by the Company, the Participant's
         post-engagement  responsibilities   and   position   with   the  other
         organization  or  business,  the extent of past, current and potential
         competition or conflict between the Company and the other organization
         or  business, the effect on the  Company's  customers,  suppliers  and
         competitors and such other considerations as are deemed relevant given
         the applicable  facts and circumstances. A Participant who has retired
         shall be free, however,  to  purchase  as  an investment or otherwise,
         stock or other securities of such organization  or business so long as
         they are listed upon a recognized securities exchange  or traded over-
         the-counter,  and  such  investment  does  not represent a substantial
         investment  to  the Participant or a greater than  five  percent  (5%)
         equity interest in the organization or business.

      (ii)A Participant shall not, without prior written authorization from the
         Company, disclose  to anyone outside the Company, or use in other than
         the  Company's business,  any  confidential  information  or  material
         relating  to  the business of the Company, acquired by the Participant
         either during or after engagement with the Company.

      (iii) A Participant shall disclose promptly and assign to the Company all
         right, title and interest in any invention or idea, patentable or not,
         made or conceived by the Participant during engagement by the Company,
         relating in any manner to the actual or anticipated business, research
         or development  work  of  the Company and shall do anything reasonably
         necessary to enable the Company  to  secure a patent where appropriate
         in the United States and in foreign countries.

      (iv)Upon  exercise,  payment  or  delivery  pursuant   to  a  Grant,  the
         Participant shall certify on a form acceptable to the  Committee  that
         he or she is in compliance with the terms and conditions of the Plan.

   (c)Nonassignability.

      (i)Except  pursuant  to  Section  5(e)(iii)  and  except  as set forth in
         Section 5(d)(ii), no Grant or any other benefit under the  Plan  shall
         be  assignable  or  transferable, or payable to, anyone other than the
         Participant to whom it was granted.

      (ii)Where  a  Participant  terminates  engagement  and  retains  a  Grant
         pursuant to  Section  5(e)(ii)  in  order  to assume a position with a
         governmental,  charitable  or educational institution,  the  Board  or
         Committee, in its discretion  and  to the extent permitted by law, may
         authorize a third party (including but not limited to the trustee of a
         "blind"   trust),  acceptable  to  the  applicable   governmental   or
         institutional authorities, the Participant and the Board or Committee,
         to act on behalf of the Participant with regard to such Awards.

   (d)Termination of  Engagement.   If the engagement or service to the Company
      of a Participant terminates, other  than pursuant to any of the following
      provisions under this Section 5(e), all unvested or deferred Stock Awards
      shall be cancelled immediately, unless the Stock Award Agreement provides
      otherwise:

      (i)Retirement  Under a Company Retirement  Plan.   When  a  Participant's
         engagement terminates as a result of retirement in accordance with the
         terms of a Company  retirement plan, the Board or Committee may permit
         Stock Awards to continue  in  effect  beyond the date of retirement in
         accordance with the applicable Grant Agreement and vesting of any such
         Grants may be accelerated.

      (ii)Rights  in  the Best Interests of the Company.   When  a  Participant
         resigns from the  Company  and,  in  the  judgment  of  the  Board  or
         Committee,  the  acceleration and/or continuation of outstanding Stock
         Awards would be in  the  best  interests  of the Company, the Board or
         Committee  may  (i)  authorize,  where appropriate,  the  acceleration
         and/or continuation of all or any  part of Grants issued prior to such
         termination and (ii) permit the vesting of such Grants for such period
         as  may be set forth in the applicable  Grant  Agreement,  subject  to
         earlier  cancellation  pursuant  to  Section  8 or at such time as the
         Board or Committee shall deem the continuation  of  all or any part of
         the Participant's Grants are not in the Company's best interest.

      (iii) Death or Disability of a Participant.

         (1)In the event of a Participant's death, the Participant's  estate or
            beneficiaries  shall  have  a  period  up  to  the  expiration date
            specified  in  the  Grant  Agreement  within  which  to receive  or
            exercise any outstanding Grant held by the Participant  under  such
            terms as may be specified in the applicable Grant Agreement. Rights
            to  any  such  outstanding Grants shall pass by will or the laws of
            descent  and  distribution   in   the   following   order:  (a)  to
            beneficiaries so designated by the Participant; if none,  then  (b)
            to  a legal representative of the Participant; if none, then (c) to
            the persons  entitled thereto as determined by a court of competent
            jurisdiction.  Grants so passing shall be made at such times and in
            such manner as if the Participant were living.

         (2)In the event a Participant  is  deemed by the Board or Committee to
            be unable to perform his or her usual  duties  by  reason of mental
            disorder  or  medical  condition which does not result  from  facts
            which would be grounds for termination for cause, Grants and rights
            to any such Grants may be  paid  to  the  Participant,  if  legally
            competent,  or a committee or other legally designated guardian  or
            representative  if the Participant is legally incompetent by virtue
            of such disability.

         (3)After the death or  disability  of  a  Participant,  the  Board  or
            Committee  may  in  its  sole  discretion at any time (1) terminate
            restrictions  in  Grant  Agreements;  (2)  accelerate  any  or  all
            installments and rights; and  (3)  instruct  the Company to pay the
            total of any accelerated payments in a lump sum to the Participant,
            the   Participant's   estate,   beneficiaries   or  representative;
            notwithstanding  that,  in  the  absence  of  such  termination  of
            restrictions  or  acceleration  of  payments,  any  or all  of  the
            payments  due under the Grant might ultimately have become  payable
            to other beneficiaries.

         (4)In  the  event   of   uncertainty   as   to  interpretation  of  or
            controversies concerning this Section 5, the  determinations of the
            Board or Committee, as applicable, shall be binding and conclusive.

6. Investment Intent.  All Grants under the Plan are intended to be exempt from
   registration  under  the  Securities  Act  provided by Rule 701  thereunder.
   Unless and until the sale and issuance of Stock  subject  to  the  Plan  are
   registered under the Securities Act or shall be exempt pursuant to the rules
   promulgated  thereunder,  each  Grant  under the Plan shall provide that the
   purchases or other acquisitions of Stock  thereunder shall be for investment
   purposes  and  not with a view to, or for resale  in  connection  with,  any
   distribution thereof.  Further,  unless  the  issuance and sale of the Stock
   have been registered under the Securities Act, each Grant shall provide that
   no shares shall be purchased upon the exercise  of  the  rights  under  such
   Grant  unless  and  until  (i) all then applicable requirements of state and
   federal laws and regulatory  agencies shall have been fully complied with to
   the satisfaction of the Company and its counsel, and (ii) if requested to do
   so by the Company, the person  exercising  the  rights under the Grant shall
   (i) give written assurances as to knowledge and experience  of  such  person
   (or  a  representative  employed  by  such person) in financial and business
   matters and the ability of such person  (or  representative) to evaluate the
   merits and risks of receiving the Stock as compensation,  and  (ii)  execute
   and  deliver  to the Company a letter of investment intent and/or such other
   form related to  applicable  exemptions  from registration, all in such form
   and substance as the Company may require. If shares are issued upon exercise
   of any rights under a Grant without registration  under  the Securities Act,
   subsequent  registration of such shares shall relieve the purchaser  thereof
   of any investment  restrictions or representations made upon the exercise of
   such rights.

7. Amendment, Modification,  Suspension  or  Discontinuance  of  the Plan.  The
   Board may, insofar as permitted by law, from time to time, with  respect  to
   any  shares  at  the  time  not  subject  to  outstanding Grants, suspend or
   terminate the Plan or revise or amend it in any  respect  whatsoever, except
   that  without  the  approval  of  the shareholders of the Company,  no  such
   revision or amendment shall (i) increase the number of shares subject to the
   Plan,  (ii)  decrease  the  price at which  Grants  may  be  granted,  (iii)
   materially increase the benefits  to  Participants, or (iv) change the class
   of persons eligible to receive Grants under  the Plan; provided, however, no
   such action shall alter or impair the rights and obligations under any Stock
   Award outstanding as of the date thereof without  the written consent of the
   Participant thereunder. No Grant may be issued while  the  Plan is suspended
   or  after it is terminated, but the rights and obligations under  any  Grant
   issued  while  the  Plan is in effect shall not be impaired by suspension or
   termination of the Plan.

         In the event of  any  change  in  the outstanding Stock by reason of a
   stock  split, stock dividend, combination  or  reclassification  of  shares,
   recapitalization,  merger,  or similar event, the Board or the Committee may
   adjust proportionally (a) the  number  of shares of Stock (i) reserved under
   the Plan, (ii) covered by outstanding Stock  Awards;  (b)  the  Stock prices
   related to outstanding Grants; and (c) the appropriate Fair Market Value and
   other price determinations for such Grants. In the event of any other change
   affecting  the  Stock or any distribution (other than normal cash dividends)
   to holders of Stock,  such  adjustments  as  may  be deemed equitable by the
   Board  or the Committee, including adjustments to avoid  fractional  shares,
   shall be  made  to  give  proper  effect  to  such  event. In the event of a
   corporate   merger,  consolidation,  acquisition  of  property   or   stock,
   separation, reorganization  or liquidation, the Board or the Committee shall
   be  authorized  to issue or assume  stock  options,  whether  or  not  in  a
   transaction to which Section 424(a) of the Code applies, and other Grants by
   means of substitution  of  new Grant Agreements for previously issued Grants
   or an assumption of previously issued Grants.

8. Tax Withholding. The Company shall have the right to deduct applicable taxes
   from any Grant payment and withhold,  at the time of delivery or exercise of
   Stock Awards or vesting of shares under  such  Grants, an appropriate number
   of shares for payment of taxes required by law or  to take such other action
   as may be necessary in the opinion of the Company to satisfy all obligations
   for withholding of such taxes. If Stock is used to satisfy  tax withholding,
   such  stock  shall  be  valued based on the Fair Market Value when  the  tax
   withholding is required to be made.

9. Availability of Information.  During the term of the Plan and any additional
   period during which a Grant granted  pursuant  to the Plan shall be payable,
   the  Company shall make available, not later than  one  hundred  and  twenty
   (120)  days  following the close of each of its fiscal years, such financial
   and other information  regarding the Company as is required by the bylaws of
   the Company and applicable  law  to  be furnished in an annual report to the
   shareholders of the Company.

10.Notice. Any written notice to the Company  required by any of the provisions
   of the Plan shall be addressed to the chief  personnel  officer  or  to  the
   chief  executive  officer of the Company, and shall become effective when it
   is received by the  office  of  the  chief  personnel  officer  or the chief
   executive officer.

11.Indemnification   of   Board.   In   addition   to   such  other  rights  or
   indemnifications  as  they may have as directors or otherwise,  and  to  the
   extent allowed by applicable law, the members of the Board and the Committee
   shall  be  indemnified by  the  Company  against  the  reasonable  expenses,
   including attorneys'  fees,  actually and necessarily incurred in connection
   with the defense of any claim,  action, suit or proceeding, or in connection
   with any appeal thereof, to which  they  or  any  of  them may be a party by
   reason of any action taken, or failure to act, under or  in  connection with
   the  Plan or any Grant granted thereunder, and against all amounts  paid  by
   them  in  settlement  thereof  (provided  such  settlement  is  approved  by
   independent  legal  counsel  selected  by  the  Company)  or paid by them in
   satisfaction  of a judgment in any such claim, action, suit  or  proceeding,
   except in any case  in  relation to matters as to which it shall be adjudged
   in such claim, action, suit  or  proceeding  that  such  Board  or Committee
   member is liable for negligence or misconduct in the performance  of  his or
   her  duties;  provided  that within sixty (60) days after institution of any
   such action, suit or Board  proceeding  the  member involved shall offer the
   Company,  in writing, the opportunity, at its own  expense,  to  handle  and
   defend the same.

12.Governing Law.  The  Plan  and  all  determinations  made  and actions taken
   pursuant  hereto, to the extent not otherwise governed by the  Code  or  the
   securities  laws  of  the United States, shall be governed by the law of the
   State of Delaware and construed accordingly.

13.Termination Date.   The  Plan  shall  terminate  ten years later, subject to
   earlier termination by the Board pursuant to Section 7.

                                          VALCOM, INC.
                                          a Delaware corporation

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


<PAGE>
EXHIBIT 5.1

                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                               Attorneys At Law
                          1065 Avenue of the Americas
                           New York, New York 10018
                             _____________________
                           Telephone: (212) 930-9700
                          Facsimile:  (212) 930-9725
                           E-Mail: srflaw@i-2000.com

                                                 January 23, 2005

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

      Re:   ValCom, Inc.
            Form S-8 Registration Statement


Ladies and Gentlemen:

      We refer to the above-captioned registration statement  on  Form S-8 (the
"Registration  Statement")  under  the Securities Act of 1933, as amended  (the
"Act"), filed by ValCom, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission.

      We have examined the originals,  photocopies,  certified  copies or other
evidence  of  such  records  of  the Company, certificates of officers  of  the
Company and public officials, and  other  documents  as we have deemed relevant
and  necessary  as  a  basis  for the opinion hereinafter expressed.   In  such
examination,  we  have  assumed  the   genuineness   of   all  signatures,  the
authenticity  of  all  documents  submitted  to  us  as  certified   copies  or
photocopies and the authenticity of the originals of such latter documents.

      Based on our examination mentioned above, we are of the opinion  that the
securities  being  registered to be sold pursuant to the Registration Statement
are duly authorized  and  will  be,  when  sold  in the manner described in the
Registration Statement, legally and validly issued,  and  fully  paid  and non-
assessable.

      We  hereby  consent  to the filing of this opinion as Exhibit 5.1 to  the
Registration Statement and to  the  reference to our firm under "Legal Matters"
in the related Prospectus.  In giving  the  foregoing consent, we do not hereby
admit that we are in the category of persons  whose  consent  is required under
Section  7  of  the  Act,  or  the rules and regulations of the Securities  and
Exchange Commission.

                              Very truly yours,

                              /s/ Sichenzia Ross Friedman Ference LLP
			      ---------------------------------------
                                  Sichenzia Ross Friedman Ference LLP


<PAGE>

EXHIBIT 23.2



 		   A  C  I ARMANDO C. IBARRA
                  CERTIFIED PUBLIC ACCOUNTANTS
                   A PROFESSIONAL CORPORATION



Armando C. Ibarra, C.P.A.
Members of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board


January 24, 2006



To Whom It May Concern:


The  firm  of  Armando C. Ibarra, Certified Public Accountants, APC consents to
the Incorporation by reference our audit report of January 19, 2006  (amended),
on the audited financial statements of Valcom, Inc. as of September 30, 2005 in
any  filings  that  are  necessary  now  or  in  the  near future with the U.S.
Securities and Exchange Commission.


Very truly yours,


/s/ ARMANDO C. IBARRA, C.P.A.
-----------------------------
    ARMANDO C. IBARRA, C.P.A.


                     371 E. STREET, CHULA VISTA, CA 91910
                              TEL: (619) 422-1348
                              FAX: (619) 422-1465
[{"type": "S-8", "sequence": "1", "filename": "ls8012506.txt", "description": "VALCOM, INC. FORM S-8", "secsgml_size_bytes": 96186}]
{"company-data": {"conformed-name": "VALCOM, INC", "cik": "0001013453", "assigned-sic": "7819", "irs-number": "581700840", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131283", "film-number": "06550504"}, "business-address": {"street1": "920 COMMERCE STREET", "city": "LAS VEGAS", "state": "NV", "zip": "89106-4501", "phone": "702-385-9000"}, "mail-address": {"street1": "920 COMMERCE STREET", "city": "LAS VEGAS", "state": "NV", "zip": "89106-4501"}, "former-company": [{"former-conformed-name": "VALCOM INC", "date-changed": "20040816"}, {"former-conformed-name": "VALCOM  INC", "date-changed": "20030213"}, {"former-conformed-name": "SBI COMMUNICATIONS INC", "date-changed": "20030204"}]}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                 VALCOM, INC.
	    ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         Delaware                                                58-1700840
-------------------------------				    --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               identification No.)

                          920 South Commerce Street
                         Las Vegas, Nevada 89106-4501
	     ---------------------------------------------------
             (Address of principal executive offices) (Zip Code)

                       2005 EXECUTIVE COMPENSATION PLAN
		       --------------------------------
                             (full title of plan)

                               Vince Vellardita
                          920 South Commerce Street
                           Las Vegas, Nevada 89106
                                (702) 385-9000
	  ----------------------------------------------------------
          (Name, address, and telephone number of agent for service)

                                With a copy to:

                            Darrin M. Ocasio, Esq.
                             Yoel Goldfeder, Esq.
                      Sichenzia Ross Friedman Ference LLP
                            1065 Avenue of Americas
                              New York, NY 10018
                                (212) 930-9700
                              Fax: (212) 930-9725
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- -------------------

Common Stock               2,000,000 (1)           $0.10                $200,000              $21.40
($.0001 par value)
----------------------- --------------------- -------------------- --------------------- -------------------
*  Computed  pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the  purpose  of  calculating  the  registration  fee  and  not as a
representation  as  to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price on the over the counter bulletin board on January
17, 2006.
 (1)   Shares underlying the 2006 Executive Stock Compensation Plan.
EXPLANATORY NOTE

       This  Registration  Statement  is  being  filed  in  order  to  register
2,000,000 shares  of  common stock, $0.001 par value per share, of ValCom, Inc.
with respect to its 2005 Executive Stock Compensation Plan.

       In addition, the Prospectus filed as part of this Registration Statement
has been prepared in accordance  with  the  requirements of Form S-3 and may be
used for reofferings and resales of registered  shares  of  common stock, which
have  been  issued  upon the grants of common stock to executive  officers  and
directors of ValCom, Inc.
Prospectus

                                 ValCom, Inc.

                       2,000,000 SHARES OF COMMON STOCK

                            issued pursuant to the

                    2005 Executive Stock Compensation Plan

       This prospectus  relates to the sale of up to 2,000,000 shares of common
stock of ValCom, Inc. offered  by  certain  holders  of our securities acquired
upon  the  exercise  of  options issued to such persons pursuant  to  our  2005
Consultant Stock Plan.  The  shares  may be offered by the selling stockholders
from time to time in regular brokerage  transactions,  in transactions directly
with  market  makers  or  in  certain  privately negotiated transactions.   For
additional information on the methods of  sale, you should refer to the section
entitled "Plan of Distribution."  We will not  receive any of the proceeds from
the sale of the shares by the selling stockholders.

       Our common stock trades on The Over-The-Counter Bulletin Board under the
symbol "VACM.ob" On January 17, 2005, the closing  sale  price  of  the  common
stock  was $0.10 per share.  The securities offered hereby are speculative  and
involve a high degree of risk and substantial dilution.  Only investors who can
bear the  risk  of  loss  of  their entire investment should invest.  See "Risk
Factors" beginning on page 8.

NEITHER  THE  SECURITIES  AND EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF  THESE  SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                            The date of this prospectus is January 23, 2006.
TABLE OF CONTENTS
                                                                        PAGE

Prospectus Summary                                                      6
Risk Factors                                                            8
Selling Stockholders                                                    12
Plan of Distribution                                                    13
Interests of Named Experts and Counsel                                  13
Incorporation of Certain Documents by Reference                         13
Disclosure of Commission Position on Indemnification
For Securities Act Liabilities                                          14
Available Information                                                   15
PROSPECTUS SUMMARY

OVERVIEW

       We are a diversified entertainment company with  the following operating
activities:

1. STUDIO RENTAL.

       Our  subsidiary,  Valencia  Entertainment International,  LLC,  recently
emerged from Chapter 11 bankruptcy after selling property per a court order. On
April 7, 2003, Valencia Entertainment  International  LLC filed on an emergency
basis a voluntary Chapter 11 bankruptcy petition. Throughout  the  pendency  of
this  case,  we  have  worked with our 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 our 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.

       Our   business    includes    television   production  for  network  and
syndication  programming,   motion   pictures,   and   real   estate  holdings,
however, revenue is primarily  generated   through   the  lease  of  the  sound
stages and production.  Our  past  and present clients in addition to Paramount
Pictures  and   Don   Belisarious   Productions,   include   Warner   Brothers,
Universal  Studios, MGM,  HBO,  NBC,  20th  Century  Fox,  Disney,  CBS,  Sony,
Showtime, and  the  USA Network.  In  addition  to  leasing  its  sound stages,
we also own a small library   of   television   content,   which  is  ready for
worldwide  distribution  and  several   major  television  series  in  advanced
stages  of  development. Our Studio Division  is  composed  of  two properties:
920 South Commerce which is leased and 41 North Mojave which we have 1/3 equity
in  the  real  estate  of  7.5 acres, 160,000 square feet of commercial  space,
giving us a total of 9 sound  stages  and  a  recording  studio.  Our corporate
offices  are  located at the Commerce Studios which houses a  state-of-the  art
production studio,  broadcast  facilities, recording studios, production design
construction, animation and post-production.

       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  we  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
us or any other assets other than the property itself (and the rents and leases
appurtenant thereto).

       On June 10, 2004, we had the property sold. At this sale, Laurus claimed
that its senior note had a balance of $7,407,873 and its junior note  a balance
of   $2,405,093.  Virtually  all  of  the  disputed  penalties,  along  with  a
disproportionate  share  of disputed legal fees and expenses, were incorporated
into the junior balance, while  the  senior  included  the  $6,565,998  million
subrogated  from  the  Finance claim. The sale was conducted through the junior
note, and the property was sold for $2.9 million to a third party.

       An affiliate of this third party then purchased the senior note directly
from Laurus, without a second sale.

       As a result of the Bankruptcy Court's order and the subsequent trustee's
sale of the property, we  are not 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 us). Any liability owed to the
third party, which purchased the property with  regard  to  the rents collected
for June 2004, has been resolved by settlement with that party.

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

       We  initiated  a  lawsuit against Laurus Master Fund and  Chicago  Title
disputing the amount of fees owed from proceeds of the sale.

2. FILM PRODUCTION DIVISION.

       In  addition  to  producing   our  own  television  and  motion  picture
programming, we have an exclusive three-year term facilities agreement in place
for  productions  in Los Angeles County  with  Woody  Fraser  of  Woody  Fraser
Productions A joint  venture  agreement was entered into between ValCom Inc and
Woody Fraser Productions and Woody  Fraser on January 1, 2001. According to the
contract  Woody  Fraser  Productions  and  Woody  Fraser  are  responsible  for
developing, selling and producing various  Television  and  Film series and the
developing expenses are to be borne by ValCom Inc. The net profit participation
to  be ValCom Inc 75% and WPF together with Fraser 25%. The revenues  for  year
ending  Sept.  30,  2002  was  around  $7 million. The revenues for year ending
September 30, 2003 were negligible as Woody  Fraser  was  unable  to obtain any
production  orders.  The  joint  venture  Agreement  between  the  parties  was
terminated  on  April  10,  2003  and  was  replaced by an exclusive facilities
agreement for productions in Los Angeles County  for  a  three-year  term  with
Woody Fraser/Woody Fraser Productions. The future outlook for this business  is
uncertain  and  will  entirely  depend  on  Woody  Fraser's  ability  to obtain
production contracts.

       We  have entered into a production agreement with entertainment industry
producer Jeff Franklin who also joins our Strategic Advisory Board.

3. ANIMATION DIVISION.

       On October  1,  2003,  we  formed  New Zoo Revue LLC pursuant to a joint
venture agreement with O Atlas Enterprises  Inc., a California corporation. New
Zoo Revue LLC was formed for the development  and production of "New Zoo Revue"
a feature film and television series and marketing of existing episodes. ValCom
shall contribute all funding required for the development  of  the  above  to a
maximum  of  $1,000,000 and O Atlas shall contribute an exclusive ten (10) year
worldwide license  in  and  to  all  rights,  music and characters as its equal
contribution towards Capital. The net profit after  all expenses will be shared
equally by ValCom Inc. and O Atlas. New Zoo Review LLC  is expected to generate
revenue by 2005 and expected to grow based on our ability to sell the TV Series
of New Zoo Revue. The Company has secured a seven year marketing  contract with
BCI Navarre, a video marketing company.

       On September 27, 2005,ValCom, Inc. signed a letter of intent  to acquire
Digital Animation Media, Ltd., a privately held Irish corporation headquartered
in  Dublin,  Ireland.  Digital  Animation  Media,  Ltd.,  one  of  the  premier
independent  animation  companies in Europe and a leading provider of animation
software  to  other  production   companies   worldwide.  With  its  production
capability and proprietary technology, the company  is  well positioned to take
advantage of the growth in existing animation markets as  well  as a burgeoning
market  for wireless animation tools and content with clients such  as  Disney,
Warner and The New Zoo Revue.

4. BROADCAST TELEVISION.

       We  own  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.

       Our business includes television production  for network and syndication
programming,  motion pictures, and real estate holdings,  however,  revenue  is
primarily generated  through  the lease of the sound stages and production. Our
past and present clients in addition  to Paramount Pictures and Don Belisarious
Productions, include Warner Brothers, Universal  Studios,  MGM,  HBO, NBC, 20th
Century Fox, Disney, CBS, Sony, Showtime, and the USA Network. In  addition  to
leasing  its  sound  stages, We also own a small library of television content,
which is ready for worldwide  distribution  and several major television series
in  advanced stages of development. Our Studio  Division  is  composed  of  two
properties:  920  South  Commerce  which is leased and 41 North Mojave which we
have  1/3  equity in the real estate of  7.5  acres,  160,000  square  feet  of
commercial space,  giving  us a total of 9 sound stages and a recording studio.
Corporate offices are located  at the Commerce Studios which houses a state-of-
the art production studio, broadcast  facilities, recording studios, production
design construction, animation and post-production.

       Our principal offices are located  at  41  North Mojave Road, Las Vegas,
Nevada  89101-4812,  and  our telephone number is (702)  358-9000.   We  are  a
Delaware corporation.

THIS OFFERING

Shares of common stock outstanding prior to this offering:
			 52,403,986 as of January 17, 2006

Shares offered in this prospectus:
			 2,000,000

Total shares outstanding after this offering:
				   52,403,986

Use of proceeds:

	We will not receive any proceeds from the sale of the shares of common
	stock offered in this prospectus.
RISK FACTORS

       Investment  in our common stock involves a  high  degree  of  risk.  You
should consider the  following discussion of risks as well as other information
in this prospectus. The  risks  and  uncertainties  described below are not the
only ones. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may impair our business operations. If any of
the following risks actually occur, our business could be harmed. In such case,
the trading price of our common stock could decline.

       Except  for historical information, the information  contained  in  this
prospectus are "forward-looking"  statements about our expected future business
and performance. Our actual operating  results  and  financial  performance may
prove to be very different from what we might have predicted as of  the date of
this prospectus.

             RISKS RELATED TO SOME OF OUR OUTSTANDING SECURITIES

WE  HAVE  ISSUED  8%  CALLABLE  SECURED  CONVERTIBLE  NOTES  AND SHARE PURCHASE
WARRANTS,  AND OUR OBLIGATIONS UNDER THE 8% CALLABLE SECURED CONVERTIBLE  NOTES
AND THE WARRANTS POSE RISKS TO THE PRICE OF OUR COMMON STOCK AND OUR CONTINUING
OPERATIONS.

We  have executed  an  agreement  for  the  issuance  of  8%  Callable  Secured
Convertible  Notes,  in  the  aggregate  principal  amount  of $750,000. The 8%
Callable  Secured  Convertible Notes provide that in certain circumstances  the
holder of the debentures  may  convert  the  outstanding  principal and accrued
interest, into shares of our common stock. The purchasers of  the discounted 8%
Callable  Secured  Convertible Notes and 8% Callable Secured Convertible  Notes
also hold an aggregate of 750,000 warrants.

THE TERMS AND CONDITIONS  OF  THE 8% CALLABLE SECURED CONVERTIBLE NOTES AND THE
WARRANTS POSE UNIQUE AND SPECIAL  RISKS  TO  OUR  CONTINUING OPERATIONS AND THE
PRICE OF OUR COMMON STOCK.

There  are  a  large  number  of  shares  underlying  our 8%  Callable  Secured
Convertible Notes, and warrants that may be available for  future  sale and the
sale of these shares may depress the market price of our common stock.

As  of  January  17, 2006, we had 50,403,986 shares of common stock issued  and
outstanding and an obligation to reserve 15,199,661 issuable upon conversion of
the Notes at current market prices. In addition, the number of shares of common
stock  issuable  upon   conversion  of  the  outstanding  8%  Callable  Secured
Convertible Notes may increase  if  the market price of our stock declines. All
of the shares, including all of the shares  issuable  upon  conversion  of  the
debentures  and upon exercise of our warrants, may be sold without restriction.
The sale of these  shares  may  adversely affect the market price of our common
stock.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR 8% CALLABLE SECURED
CONVERTIBLE NOTES COULD REQUIRE US  TO  ISSUE A SUBSTANTIALLY GREATER NUMBER OF
SHARES, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.

Our obligation to issue shares upon conversion of our convertible securities is
essentially limitless.

The following is an example of the amount of shares of our common stock that
are issuable, upon conversion of our 8% Callable Secured Convertible Notes,
based on market prices 25%, 50% and 75% below the market price, as of January
17, 2005 of $0.10.
With          Number of   Percentage of
% Below       Price Per       Discount         Shares      Outstanding
Market         Share           of 50%          Issuable    Stock
--------      ---------       --------       ----------   --------------
  25%         $0.0428          $0.0214       140,350,877      72.81%
  50%         $0.0285          $0.0143       210,526,316      80.07%
  75%         $0.0143          $0.0071       421,052,632      88.93%
As illustrated, the number of shares of common stock issuable upon conversion
of our 8% Callable Secured Convertible Notes will increase if the market price
of our stock declines, which will cause dilution to our existing stockholders.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR 8% CALLABLE SECURED
CONVERTIBLE NOTES MAY ENCOURAGE INVESTORS  TO  MAKE  SHORT  SALES IN OUR COMMON
STOCK, WHICH COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.

The 8% Callable Secured Convertible Notes are convertible into  shares  of  our
common  stock  at a 35% discount to the trading price of the common stock prior
to the conversion. The significant downward pressure on the price of the common
stock as the selling  stockholder converts and sells material amounts of common
stock could encourage short  sales  by  investors.  This  could  place  further
downward  pressure  on  the  price of the common stock. The selling stockholder
could sell common stock into the  market  in anticipation of covering the short
sale by converting their securities, which  could  cause  the  further downward
pressure  on  the stock price. In addition, not only the sale of shares  issued
upon conversion  or  exercise of debentures, warrants and options, but also the
mere perception that these  sales  could occur, may adversely affect the market
price of the common stock.

THE ISSUANCE OF SHARES UPON CONVERSION  OF  THE 8% CALLABLE SECURED CONVERTIBLE
NOTES AND EXERCISE OF OUTSTANDING WARRANTS MAY  CAUSE IMMEDIATE AND SUBSTANTIAL
DILUTION TO OUR EXISTING STOCKHOLDERS.

The issuance of shares upon conversion of the 8%  Callable  Secured Convertible
Notes  and  exercise  of  warrants  may result in substantial dilution  to  the
interests of other stockholders since  the  selling stockholders may ultimately
convert and sell the full amount issuable on  conversion.  Although the selling
stockholders may not convert their 8% Callable Secured Convertible Notes and/or
exercise their warrants if such conversion or exercise would  cause them to own
more  than  4.99%  of our outstanding common stock, this restriction  does  not
prevent the selling  stockholders  from  converting  and/or  exercising some of
their holdings and then converting the rest of their holdings. In this way, the
selling stockholders could sell more than this limit while never  holding  more
than  this  limit.  There is no upper limit on the number of shares that may be
issued which will have  the effect of further diluting the proportionate equity
interest and voting power  of  holders of our common stock, including investors
in this offering.

IF WE ARE REQUIRED FOR ANY REASON  TO REPAY OUR OUTSTANDING 8% CALLABLE SECURED
CONVERTIBLE NOTES, WE WOULD BE REQUIRED  TO  DEPLETE  OUR  WORKING  CAPITAL, IF
AVAILABLE,  OR  RAISE  ADDITIONAL  FUNDS.  OUR FAILURE TO REPAY THE 8% CALLABLE
SECURED CONVERTIBLE NOTES, IF REQUIRED, COULD  RESULT  IN  LEGAL ACTION AGAINST
US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.

In August 2004, we entered into a Securities Purchase Agreement for the sale of
an  aggregate  of $750,000 principal amount of 8% Callable Secured  Convertible
Notes. The 8% Callable  Secured  Convertible Notes are due and payable, with 8%
interest, two years from the date  of  issuance,  unless  sooner converted into
shares  of  our common stock. Although we currently have $250,000  8%  Callable
Secured Convertible  Notes  outstanding,  the investor is obligated to purchase
additional 8% Callable Secured Convertible  Notes in the aggregate of $500,000.
In  addition, any event of default as described  in  the  8%  Callable  Secured
Convertible  Notes could require the early repayment of the 8% Callable Secured
Convertible Notes,  including a default interest rate of 15% on the outstanding
principal balance of  the  debentures  if  the  default  is  not cured with the
specified grace period. We anticipate that the full amount of  the  8% Callable
Secured  Convertible  Notes,  together with accrued interest, will be converted
into shares of our common stock,  in  accordance  with  the  terms  of  the  8%
Callable Secured Convertible Notes. If we are required to repay the 8% Callable
Secured  Convertible  Notes,  we  would  be required to use our limited working
capital and raise additional funds. If we  were  unable to repay the debentures
when required, the debenture holders could commence legal action against us and
foreclose  on all of our assets to recover the amounts  due.  Any  such  action
would require us to curtail or cease operations.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

The  Securities   and   Exchange  Commission  has  adopted  Rule  15g-9,  which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that  has a market price of less than $5.00 per share or
with  an exercise price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For  any  transaction  involving a penny stock, unless exempt, the
rules require:

- that a broker or dealer approve a person's  account for transactions in penny
stocks; and

- the broker or dealer receive from the investor  a  written  agreement  to the
transaction,  setting forth the identity and quantity of the penny stock to  be
purchased.

In order to approve  a  person's  account for transactions in penny stocks, the
broker or dealer must:

- obtain financial information and  investment  experience  objectives  of  the
person; and

-  make  a  reasonable  determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be  capable  of evaluating the risks of transactions in
penny stocks.

The broker or dealer must also deliver,  prior  to  any  transaction in a penny
stock, a disclosure schedule prepared by the Commission relating  to  the penny
stock market, which, in highlight form:

-  sets  forth  the  basis  on  which the broker or dealer made the suitability
determination; and

- that the broker or dealer received  a  signed,  written  agreement  from  the
investor prior to the transaction.

Generally,  brokers  may  be less willing to execute transactions in securities
subject to the "penny stock"  rules.  This  may  make  it  more  difficult  for
investors  to  dispose  of  our  common stock and cause a decline in the market
value of our stock.

                  RISKS RELATED TO OUR BUSINESS AND COMPANY

WE REQUIRE ADDITIONAL FINANCING IN  ORDER  TO  CONTINUE  IN BUSINESS AS A GOING
CONCERN, THE AVAILABILITY OF WHICH IS UNCERTAIN. WE MAY BE  FORCED  BY BUSINESS
AND  ECONOMIC  CONDITIONS  TO ACCEPT FINANCING TERMS WHICH WILL REQUIRE  US  TO
ISSUE OUR SECURITIES AT A DISCOUNT,  WHICH  COULD RESULT IN FURTHER DILUTION TO
OUR EXISTING STOCKHOLDERS.

As  discussed  under  the  heading, "Management's  Discussion  and  Analysis  -
Liquidity and Capital Resources,"  we  require additional financing to fund our
operations.  There  can  be  no assurance that  additional  financing  will  be
available to us when needed or,  if  available,  that  it  can  be  obtained on
commercially reasonable terms. Also, we have a covenant with our existing  debt
holders not to borrow money with out their consent unless such borrowings is on
the  ordinary  course of business. In addition, any additional equity financing
may involve substantial  dilution  to  our  stockholders.  If  we fail to raise
sufficient  financing  to meet our immediate cash needs, we will be  forced  to
scale down or perhaps even  cease  the  operation  of  our  business, which may
result in the loss of some or all of your investment in our common stock.

In addition, in seeking debt or equity private placement financing,  we  may be
forced  by business and economic conditions to accept terms, which will require
us to issue  our  securities  at a discount from the prevailing market price or
face  amount,  which  could  result   in   further  dilution  to  our  existing
stockholders.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT  ABOUT OUR ABILITY TO CONTINUE AS
A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated March 10, 2005, our independent  auditors  have expressed
doubt  about  our  ability  to  continue  as  a  going concern in our financial
statements for the years ended September 31, 2004  and  2003.  Our  ability  to
continue  as a going concern is an issue raised as a result of recurring losses
from operations,  a  stockholders'  deficit,  and requirement for a significant
amount of capital financing to proceed with our  business  plan. Our ability to
continue  as  a  going concern is subject to our ability to generate  a  profit
and/or obtain necessary  funding  from  outside  sources,  including  obtaining
additional  funding  from  the  sale  of  our  securities,  increasing sales or
obtaining loans and grants from various financial institutions  where possible.
The  going  concern  qualification  in  the  auditor's  report  increases   the
difficulty  in  meeting  such  goals  and  there can be no assurances that such
methods will prove successful.

WE HAVE A HISTORY OF OPERATING LOSSES AND FLUCTUATING  OPERATING RESULTS, WHICH
RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our  loss  from operations for the fiscal years ended September  30,  2005  and
September 30,  2004  were, respectively, $1,944,510 and $5,291,102. There is no
assurance that we will  operate  profitably or will generate positive cash flow
in the future. In addition, our operating  results in the future may be subject
to significant fluctuations due to many factors not within our control, such as
the  unpredictability  of  when customers will  order  products,  the  size  of
customers' orders, the demand  for  our  products, and the level of competition
and general economic conditions.

Although  we  are confident that revenues will  increase,  we  also  expect  an
increase in development  costs  and operating costs. Consequently, we expect to
incur operating losses and negative  cash  flow  until our products gain market
acceptance sufficient to generate a commercially viable  and  sustainable level
of  sales,  and/or additional products are developed and commercially  released
and sales of  such  products  made  so  that  we  are operating in a profitable
manner.

OUR OFFICERS IDENTIFIED SEVERAL WEAKNESSES IN OUR DISCLOSURE CONTROLS.

1. Our records of stock and equity related transactions  were  not updated on a
timely basis and do not reflect the current ownership of ValCom  as  accurately
as they might.

2.  We  recorded  a  significant  number of audit adjustments during the fourth
quarter,  which  were  required  to properly  state  the  account  balances  at
September 30, 2003 and September 30, 2004.

3. The minutes of the Board of Directors'  and  stockholders' meetings were not
always complete.

4. We drafted several agreements without consulting our legal counsel.

Although, we have taken steps to correct the above-  referenced  and strengthen
our disclosure controls, we cannot be sure that we will be successful.
SELLING STOCKHOLDERS

       The  table  below  sets forth information concerning the resale  of  the
shares of common stock by the  selling  stockholders.   We will not receive any
proceeds from the resale of the common stock by the selling stockholders.

       The  following  table  also sets forth the name of each  person  who  is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially  owned by each person, the number of shares
of common stock that may be sold in this  offering  and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.
SHARES BENEFICIALLY OWNED              SHARES BENEFICIALLY OWNED
                  PRIOR TO THE OFFERING                    AFTER THE OFFERING
		-------------------------	       -------------------------
TOTAL
                                           SHARES
NAME		    NUMBER     PERCENT     OFFERED        NUMBER     PERCENT
----------------    ---------  -------    ---------	  ---------  -------
Vince Vellardita    9,535,549  18.20%     2,000,000       7,535,549  14.38%
* Less than one percent.

   The  number  and percentage of shares beneficially owned  is  determined  in
accordance with Rule 13d-3  of  the  Securities  Exchange  Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose.  Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right  to acquire within
60  days.   The  actual  number  of  shares of common stock issuable  upon  the
conversion of the debentures and exercise  of the debenture warrants is subject
to adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.
PLAN OF DISTRIBUTION

       Sales of the shares may be effected by or for the account of the selling
stockholders  from  time  to  time in transactions  (which  may  include  block
transactions)   on  The  Over-The-Counter   Bulletin   Board,   in   negotiated
transactions, through  a  combination of such methods of sale, or otherwise, at
fixed prices that may be changed,  at  market  prices prevailing at the time of
sale  or  at  negotiated  prices.   The selling stockholders  may  effect  such
transactions  by selling the shares directly  to  purchasers,  through  broker-
dealers acting  as  agents  of  the  selling stockholders, or to broker-dealers
acting as agents for the selling stockholders,  or  to  broker-dealers  who may
purchase shares as principals and thereafter sell the shares from time to  time
in  transactions (which may include block transactions) on The Over-The-Counter
Bulletin  Board,  in  negotiated  transactions,  through  a combination of such
methods of sale, or otherwise.  In effecting sales, broker-dealers engaged by a
selling stockholder may arrange for other broker-dealers to  participate.  Such
broker-dealers,  if  any,  may  receive compensation in the form of  discounts,
concessions or commissions from the  selling stockholders and/or the purchasers
of the shares for whom such broker-dealers  may  act  as agents or to whom they
may sell as principals, or both (which compensation as  to a particular broker-
dealer might be in excess of customary commissions).

       The  selling  stockholders  and  any  broker-dealers  or   agents   that
participate with the selling stockholders in the distribution of the shares may
be  deemed  to  be  "underwriters"  within the meaning of the Securities Act of
1933.  Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions  or discounts under the Securities
Act of 1933.

       We have agreed to bear all expenses of registration  of the shares other
than  legal  fees  and  expenses, if any, of counsel or other advisors  of  the
selling stockholders.  The  selling  stockholders  will  bear  any commissions,
discounts,  concessions  or  other  fees, if any, payable to broker-dealers  in
connection with any sale of their shares.

       We  have  agreed  to  indemnify  the   selling  stockholders,  or  their
transferees  or assignees, against certain liabilities,  including  liabilities
under the Securities  Act  of  1933  or  to  contribute to payments the selling
stockholders  or  their  respective  pledgees,  donees,  transferees  or  other
successors in interest, may be required to make in respect thereof.
INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the shares of common stock  offered  hereby will be
passed  upon  for the Registrant by Sichenzia Ross Friedman Ference  LLP,
1065 Avenue of the Americas, 21st Floor, New York, NY 10018.

INFORMATION INCORPORATED BY REFERENCE

      The Securities  and Exchange Commission allows us to incorporate by
reference certain of our  publicly-filed  documents into this prospectus,
which means that such information is considered  part of this prospectus.
Information  that we file with the SEC subsequent to  the  date  of  this
prospectus will  automatically update and supersede this information.  We
incorporate by reference  the  documents  listed  below  and  any  future
filings  made  with the SEC under all documents subsequently filed by  us
pursuant to Section  13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the  selling  stockholders  have sold all of the shares
offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by
reference:

      -	      The  Annual Report on Form 10-KSB/A  for  the  fiscal  year
            ended September  30,  2005,  filed by the registrant with the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 19, 2006.

      -       The Annual Report  on Form 10-KSB for the fiscal year ended
            September  30,  2005,  filed   by  the  registrant  with  the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 17, 2006.

      -       The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended  June  30,  2005, filed  by  the  registrant  with  the
            Commission on August 11, 2005.

      -       The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended March 31, 2005, and  filed  by  the registrant with the
            Commission on May 16, 2005.

      -       The  Quarterly  Report  on  Form 10-QSB/A  for  the  fiscal
            quarter ended March 31, 2005, and  filed  by  the  registrant
            with the Commission on May 16, 2005.

      -       The Quarterly Report on Form 10-QSB for the fiscal  quarter
            ended December 31, 2004, and filed by the registrant with the
            Commission on March 15, 2005.

      -       The  Quarterly  Report  on  Form  10-QSB/A  for  the fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 15, 2005.

      -       The Quarterly  Report  on  Form  10-QSB/A  for  the  fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 17, 2005.

      -       The Current  Report  on  Form  8-K, filed by the registrant
            with the Commission on April 6, 2005.

      -       The Current Report on Form 8-K,  filed  by  the  registrant
            with the Commission on July 11, 2005.

      -       The  Current  Report  on  Form 8-K, filed by the registrant
            with the Commission on July 26, 2005.

      -       In  addition,  all  documents  subsequently  filed  by  the
            registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange  Act,  prior to the filing of a post-
            effective  amendment  which  indicates  that  all  securities
            offered have been sold or which  deregisters  all  securities
            then remaining unsold, shall be deemed to be incorporated  by
            reference  into  this registration statement and to be a part
            hereof from the date of filing of such documents.

      We will provide without  charge  to  each  person to whom a copy of
this prospectus has been delivered, on written or  oral request a copy of
any or all of the documents incorporated by reference in this prospectus,
other than exhibits to such documents.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION  FOR  SECURITIES ACT
LIABILITIES

      Our Articles of Incorporation, as amended, provide to  the fullest extent
permitted  by  Delaware  law,  a  director  or officer of ValCom shall  not  be
personally liable to ValCom or its shareholders  for damages for breach of such
director's or officer's fiduciary duty. The effect  of  this  provision  of our
Certificate  of Incorporation, as amended, is to eliminate the rights of ValCom
and its shareholders  (through  shareholders'  derivative  suits  on  behalf of
ValCom)  to  recover  damages  against a director or officer for breach of  the
fiduciary duty of care as a director  or  officer (including breaches resulting
from negligent or grossly negligent behavior),  except under certain situations
defined by statute. ValCom believes that the indemnification  provisions in its
Certificate of Incorporation, as amended, are necessary to attract  and  retain
qualified persons as directors and officers.

      Insofar  as  indemnification for liabilities arising under the Securities
Act might be permitted  to  directors,  officers  or  persons  controlling  our
company under the provisions described above, we have been informed that in the
opinion  of  the  Securities  and  Exchange  Commission such indemnification is
against  public  policy as expressed in the Securities  Act  and  is  therefore
unenforceable.
ADDITIONAL INFORMATION AVAILABLE TO YOU

      This prospectus  is  part  of  a Registration Statement on Form S-8
that  we  filed with the SEC.  Certain information  in  the  Registration
Statement has  been  omitted  from this prospectus in accordance with the
rules of the SEC.  We file annual,  quarterly  and special reports, proxy
statements and other information with the SEC.   You can inspect and copy
the Registration Statement as well as reports, proxy statements and other
information  we  have  filed  with the SEC at the public  reference  room
maintained by the SEC at 100 F  Street,  NE,  Washington, D.C. 20549, You
can obtain copies from the public reference room  of  the  SEC  at  100 F
Street,  NE,  Washington,  D.C. 20549, upon payment of certain fees.  You
can call the SEC at 1-800-732-0330  for  further  information  about  the
public  reference room.  We are also required to file electronic versions
of these  documents with the SEC, which may be accessed through the SEC's
World Wide Web site at http://www.sec.gov.  Our common stock is listed on
The Over-The-Counter Bulletin Board.

      No dealer,  salesperson  or  other person is authorized to give any
information or to make any representations  other than those contained in
this   prospectus,   and,   if  given  or  made,  such   information   or
representations must not be relied  upon as having been authorized by us.
This prospectus does not constitute an  offer  to  buy any security other
than the securities offered by this prospectus, or an  offer to sell or a
solicitation  of  an  offer  to buy any securities by any person  in  any
jurisdiction where such offer  or  solicitation  is  not authorized or is
unlawful.   Neither  delivery of this prospectus nor any  sale  hereunder
shall, under any circumstances,  create  any  implication  that there has
been no change in the affairs of our company since the date hereof.
------------------------
                       2,000,000 SHARES OF COMMON STOCK
                           ------------------------
                                  PROSPECTUS
                                --------------
                               January 23, 2005
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information  required  by Part I of Form S-8 to be contained  in  a
prospectus meeting the requirements  of  Section  10(a) of the Securities
Act of 1933, as amended (the "Securities Act"), is  not  required  to  be
filed  with  the  Securities  and Exchange Commission and is omitted from
this registration statement in  accordance  with  the explanatory note to
Part I of Form S-8 and Rule 428 of the Securities Act.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The   Registrant  hereby  incorporates  by  reference   into   this
Registration  Statement  the  documents  listed  below.  In addition, all
documents  subsequently filed pursuant to Sections 13(a), 13(c),  14  and
15(d) of the  Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of  a  post-effective  amendment  which  indicates that all
securities  offered  have  been sold or which deregisters all  securities
then remaining unsold, shall  be  deemed  to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents:

      -	      The  Annual Report on Form 10-KSB/A  for  the  fiscal  year
            ended September  30,  2005,  filed by the registrant with the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 19, 2006.

      -	      The Annual Report  on Form 10-KSB for the fiscal year ended
            September  30,  2005,  filed   by  the  registrant  with  the
            Securities  and  Exchange Commission  (the  "Commission")  on
            January 17, 2006.

      -	      The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended  June  30,  2005, filed  by  the  registrant  with  the
            Commission on August 11, 2005.

      -	      The Quarterly Report  on Form 10-QSB for the fiscal quarter
            ended March 31, 2005, and  filed  by  the registrant with the
            Commission on May 16, 2005.

      -	      The  Quarterly  Report  on  Form 10-QSB/A  for  the  fiscal
            quarter ended March 31, 2005, and  filed  by  the  registrant
            with the Commission on May 16, 2005.

      -	      The Quarterly Report on Form 10-QSB for the fiscal  quarter
            ended December 31, 2004, and filed by the registrant with the
            Commission on March 15, 2005.

      -	      The  Quarterly  Report  on  Form  10-QSB/A  for  the fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 15, 2005.

      -	      The Quarterly  Report  on  Form  10-QSB/A  for  the  fiscal
            quarter  ended December 31, 2004, and filed by the registrant
            with the Commission on March 17, 2005.

      -	      The Current  Report  on  Form  8-K, filed by the registrant
            with the Commission on April 6, 2005.

      -	      The Current Report on Form 8-K,  filed  by  the  registrant
            with the Commission on July 11, 2005.

      -	      The  Current  Report  on  Form 8-K, filed by the registrant
            with the Commission on July 26, 2005.

      -	      In  addition,  all  documents  subsequently  filed  by  the
            registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
            the Securities Exchange  Act,  prior to the filing of a post-
            effective  amendment  which  indicates  that  all  securities
            offered have been sold or which  deregisters  all  securities
            then remaining unsold, shall be deemed to be incorporated  by
            reference  into  this registration statement and to be a part
            hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the shares  of  common stock offered hereby will be
passed upon for the Registrant by Sichenzia  Ross  Friedman  Ference LLP,
1065 Avenue of Americas, 21st flr., New York, NY 10018.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145  ("Indemnification of officers, directors, employees  and  agents;
insurance") of  the Delaware General Corporation Law provides in pertinent part
as follows:

"(a) A corporation  shall  have  power  to indemnify any person who was or is a
party  or  is  threatened to be made a party  to  any  threatened,  pending  or
completed action,  suit  or proceeding, whether civil, criminal, administrative
or investigative (other than  an  action by or in the right of the corporation)
by reason of the fact that he is or  was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise, against  expenses  (including  attorneys'
fees), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding  by  judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its  equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not opposed  to  the  best
interests  of the corporation, and, with respect  to  any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation  shall  have  power  to  indemnify any person who was or is a
party  or  is  threatened  to be made a party to  any  threatened,  pending  or
completed action or suit by  or  in  the  right of the corporation to procure a
judgment in its favor by reason of the fact  that  he  is  or  was  a director,
officer,  employee  or  agent  of the corporation, or is or was serving at  the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint  venture,  trust  or  other  enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or  not  opposed  to
the  best interests of the corporation and except that no indemnification shall
be made  in respect of any claim, issue or matter as to which such person shall
have been  adjudged  to  be  liable  to  the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought  shall determine upon application that,  despite  the  adjudication  of
liability  but  in  view  of  all the circumstances of the case, such person is
fairly and reasonably entitled  to  indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

(c)  To  the  extent  that  a present and  former  director  or  officer  of  a
corporation has been successful  on  the  merits or otherwise in defense of any
action,  suit  or proceeding referred to in subsections  (a)  and  (b),  or  in
defense of any claim,  issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

(d) Any indemnification  under  subsections  (a)  and  (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present  or  former  director,
officer,  employee  or agent is proper in the circumstances because he has  met
the applicable standard  of  conduct set forth in subsections (a) and (b). Such
determination shall be made, with  respect  to  a  person  who is a director or
officer  at  the  time  of such determination, (1) by a majority  vote  of  the
directors who are not parties  to  such action, suit or proceeding, even though
less  than a quorum, or (2) by a committee  of  such  directors  designated  by
majority  vote  of  such  directors,  even though less than a quorum, or (3) if
there are no such directors, or if such  directors  so  direct,  by independent
legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or  director in
defending any civil, criminal, administrative or investigative action,  suit or
proceeding  may  be paid by the corporation in advance of the final disposition
of such action, suit  or  proceeding  upon  receipt  of an undertaking by or on
behalf  of  such  director  or  officer to repay such amount  if  it  shall  be
ultimately  determined  that he is  not  entitled  to  be  indemnified  by  the
corporation as authorized  in this Section. Such expenses (including attorneys'
fees) incurred by former directors  and  officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The indemnification and advancement of  expenses  provided  by,  or granted
pursuant  to,  the  other  subsections  of  this  section  shall  not be deemed
exclusive  of  any  other  rights  to  which  those seeking indemnification  or
advancement of expenses may be entitled under any  by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise, both as to action in  his
official  capacity  and  as  to  action  in another capacity while holding such
office.

(g) A corporation shall have power to purchase and maintain insurance on behalf
of  any person who is or was a director, officer,  employee  or  agent  of  the
corporation,  or  is  or  was  serving  at  the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any  liability  asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether  or not the corporation would have the power to indemnify  him  against
such liability under the provisions of this Section

(h) The indemnification  and  advancement  of  expenses provided by, or granted
pursuant to, this section shall, unless otherwise  provided  when authorized or
ratified,  continue  as  to a person who has ceased to be a director,  officer,
employee or agent and shall  inure  to  the benefit of the heirs, executors and
administrators of such person " Article Nine  of  the  registrant's Amended and
Restated  Certificate of Incorporation authorizes the registrant  to  indemnify
any current  or  former director, officer, employee, or agent of the registrant
against expenses,  judgments, fines, and amounts paid in settlement incurred by
him in connection with  any  threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal,  administrative,  or investigative, to the
fullest  extent  permitted by Section 145 of the Delaware  General  Corporation
Law. Article Ninth  further  provides  that  such  indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or  disinterested directors or
otherwise, both as to action in his or her official capacity  and  as to action
in  another  capacity  while  holding such office, and shall continue as  to  a
person who has ceased to be a director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
Article  IX  of  the  registrant's  Bylaws provides that the registrant  "shall
indemnify its officers, directors and  authorized  agents  for  all liabilities
incurred  directly,  indirectly or incidentally to services performed  for  the
Corporation, to the fullest extent permitted under Delaware law existing now or
hereinafter enacted."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

      EXHIBIT
      NUMBER      EXHIBIT

      4.1         2006 Executive Stock Compensation Plan
      5.1         Opinion of Sichenzia Ross Friedman Ference LLP
      1.1         Consent  of  Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1
      1.2         Consent of Armando Ibarra CPA
ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

 (1) To file, during any period  in  which  offers  or  sales are being made, a
post-effective amendment to this registration statement:

      (i) To  include  any  prospectus  required  by  Section 10(a)(3)  of  the
Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events  arising  after the
effective date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent a
fundamental  change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the  total dollar value of securities offered would not exceed that
which was registered)  and  any  deviation  from  the  low  or  high end of the
estimated  maximum  offering  range may be reflected in the form of  prospectus
filed with the Commission pursuant  to  Rule 424(b)  if,  in the aggregate, the
changes  in volume and price represent no more than 20 percent  change  in  the
maximum aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

      (iii) To include  any  material  information  with respect to the plan of
distribution  not  previously disclosed in the registration  statement  or  any
material change to such information in the registration statement;

 Provided, however,  that  paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply
if the Registration Statement is on Form S-3 and if the information required to
be included in a post-effective  amendment  by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities  Exchange  Act  of  1934 that are
incorporated by reference in the registration statement, or is contained  in  a
form  of  prospectus  filed  pursuant  to  Rule 424(b)  that  is  part  of  the
registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed to be a new
registration  statement  relating  to the securities offered therein,  and  the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by  means of a post-effective amendment any  of
the securities being registered which  remain  unsold at the termination of the
offering.

(4) That, for purposes  of determining any liability  under  the Securities Act
of   1933,   each  filing  of  the  registrant's  annual  report  pursuant   to
Section 13(a)  or  15(d)  of  the  Securities  Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of  1934) that  is incorporated by
reference  in  the  registration  statement  shall  be  deemed  to  be   a  new
registration  statement  relating  to  the  securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) That, for the purpose  of determining liability under the Securities Act of
1933 to any purchaser:

      (A) Each  prospectus  filed by a Registrant  pursuant  to  Rule 424(b)(3)
shall be deemed to be part of  the  registration  statement  as of the date the
filed prospectus was deemed part of and included in the registration statement;
and

      (B) Each  prospectus  required  to  be  filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement  in  reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i),   (vii) or  (x) for
the  purpose  of  providing  the  information  required by Section 10(a) of the
Securities  Act  of 1933 shall be deemed to be part  of  and  included  in  the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness  or  the  date  of the first contract of sale of
securities  in  the  offering  described  in  the prospectus.  As  provided  in
Rule 430B, for liability purposes of the issuer  and any person that is at that
date an underwriter, such date shall be deemed to  be  a  new effective date of
the  registration  statement  relating  to  the securities in the  registration
statement to which the prospectus relates, and  the offering of such securities
at  that  time shall be deemed to be the initial bona  fide  offering  thereof.
Provided, however,  that  no  statement  made  in  a  registration statement or
prospectus that is part of the registration statement or  made  in  a  document
incorporated   or  deemed  incorporated  by  reference  into  the  registration
statement or prospectus  that is part of the registration statement will, as to
a purchaser with a time of  contract  of  sale  prior  to  such effective date,
supersede  or modify any statement that was made in the registration  statement
or prospectus  that  was part of the registration statement or made in any such
document immediately prior to such effective date.

(6) That, for the purpose  of  determining  liability of a Registrant under the
Securities  Act of 1933 to any purchaser in the  initial  distribution  of  the
securities, each  undersigned  Registrant undertakes that in a primary offering
of  securities  of an undersigned  Registrant  pursuant  to  this  registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

      (i) Any preliminary prospectus or prospectus of an undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;

      (ii) Any free writing prospectus relating  to the offering prepared by or
on behalf of an undersigned Registrant or used or referred to by an undersigned
Registrant;

      (iii) The portion of any other free writing  prospectus  relating  to the
offering containing material information about an undersigned Registrant or its
securities provided by or on behalf of an undersigned Registrant; and

      (iv) Any other communication that is an offer in the offering made by  an
undersigned Registrant to the purchaser.

Insofar  as indemnification for liabilities arising under the Securities Act of
1933 may be  permitted  to  directors,  officers and controlling persons of the
registrant pursuant to the foregoing provisions,  or  otherwise, the registrant
has been advised that in the opinion of the Securities  and Exchange Commission
such indemnification is against public policy as expressed  in  the  Securities
Act   and  is,  therefore,  unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by the
registrant  of  expenses incurred or paid by a director, officer or controlling
person of the registrant  in  the  successful  defense  of  any action, suit or
proceeding)  is  asserted  by such director, officer or controlling  person  in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel the  matter  has  been  settled  by  controlling
precedent, submit to a court  of  appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

               Pursuant to the requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds  to  believe  that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State  of  Nevada  on  this  23rd of
January, 2006.
VALCOM, INC.
By:  /s/ Vince Vellardita
	--------------------
            Vince Vellardita
            President, Chief
	    Executive Officer
	    and Chairman
       (Principal Executive Officer)

   By:  /s/ Sandra Markham
	------------------
            Sandra Markham
            Secretary and
	    Treasurer
       (Principal Financial Officer)
POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints  Vince
Vellardita  his  or  her  true and lawful attorney in fact and agent, with full
power of substitution and resubstitution,  for  him  or  her  and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including  post  effective amendments) to the Registration Statement,  and  to
sign  any  registration  statement  for  the  same  offering  covered  by  this
Registration  Statement  that  is  to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933,  as  amended,  and  all post effective
amendments  thereto, and to file the same, with all exhibits thereto,  and  all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto  said  attorney-in-fact and agent, full power and authority to do
and perform each and every  act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby  ratifying and confirming all that said attorney-
in-fact and agent, each acting alone,  or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
Signature                            Title                             Date
/s/ Vince Vellardita	 President Chief Executive Officer and Chairman		January 23, 2006
--------------------
    Vince Vellardita                (Principal Executive Officer)

/s/ Sandra Markham              	Secretary and Treasurer            	January 23, 2006
------------------
    Sandra Markham                  (Principal Financial Officer)

/s/ Bonnie Nelson                       	Director                   	January 23, 2006
-----------------
    Bonnie Nelson

/s/ Richard  Shintaku                   	Director                   	January 23, 2006
---------------------
    Richard  Shintaku
EXHIBIT
      NUMBER      EXHIBIT

      4.1         2006 Executive Stock Compensation Plan
      5.1         Opinion of Sichenzia Ross Friedman Ference LLP
      23.1        Consent of Sichenzia Ross Friedman Ference LLP is contained
                  in Exhibit 5.1
      23.2        Consent of Armando Ibarra CPA
EXHIBIT 4.1

                                 VALCOM, INC.
                    2006 EXECUTIVE STOCK COMPENSATION PLAN

      THIS VALCOM, INC. 2006 EXECUTIVE STOCK  COMPENSATION PLAN (the "PLAN") is
designed to retain executive officers and directors  and reward them for making
major contributions to the success of the Company.

1. Definitions.

   (a)"BOARD" - The Board of Directors of the Company.

   (b)"CODE" - The Internal Revenue Code of 1986, as amended from time to time.

   (c)"COMMITTEE" - The Compensation Committee of the  Company's Board, or such
      other  committee  of  the  Board  that  is  designated by  the  Board  to
      administer the Plan, composed of not less than  two  members of the Board
      all  of  whom are disinterested persons, as contemplated  by  Rule  16b-3
      ("RULE 16B-3")  promulgated under the Securities Exchange Act of 1934, as
      amended (the "EXCHANGE ACT").

   (d)"COMPANY" - ValCom,  Inc.  and its subsidiaries including subsidiaries of
      subsidiaries.

   (e)"EXCHANGE ACT" - The Securities  Exchange  Act  of  1934, as amended from
      time to time.

   (f)"FAIR MARKET VALUE" - The fair market value of the Company's  issued  and
      outstanding Stock as determined in good faith by the Board or Committee.

   (g)"GRANT"  - The grant of any stock award to a Participant pursuant to such
      terms, conditions and limitations as the Committee may establish in order
      to fulfill the objectives of the Plan.

   (h)"GRANT AGREEMENT"  -  An  agreement between the Company and a Participant
      that sets forth the terms,  conditions  and  limitations  applicable to a
      Grant.

   (i)"PARTICIPANT" - An outside consultants, professional and service provider
      of the Company to whom an Award has been made under the Plan.

   (j)"SECURITIES  ACT" - The Securities Act of 1933, as amended from  time  to
      time.

   (k)"STOCK" - Authorized and issued or unissued shares of common stock of the
      Company.

   (l)"STOCK AWARD"  -  A  Grant made under the Plan in stock or denominated in
      units  of  stock for which  the  Participant  is  not  obligated  to  pay
      additional consideration.

2. Administration.
   The Plan shall  be  administered  by  the  Board, provided however, that the
   Board  may delegate such administration to the  Committee.  Subject  to  the
   provisions  of the Plan, the Board and/or the Committee shall have authority
   to (a) grant,  in  its discretion, Stock Awards; (b) determine in good faith
   the fair market value of the Stock covered by any Grant; (c) determine which
   eligible  persons  shall   receive   Grants   and   the  number  of  shares,
   restrictions,  terms  and  conditions  to be included in  such  Grants;  (d)
   construe and interpret the Plan; (e) promulgate, amend and rescind rules and
   regulations relating to its administration,  and  correct defects, omissions
   and inconsistencies in the Plan or any Grant; (f) consistent  with  the Plan
   and  with  the  consent  of  the  Participant,  as  appropriate,  amend  any
   outstanding  Grant;  (g)  determine  the  duration  and purpose of leaves of
   absence   which   may  be  granted  to  Participants  without   constituting
   termination of their  engagement  for  the purpose of the Plan or any Grant;
   and (h) make all other determinations necessary  or advisable for the Plan's
   administration. The interpretation and construction  by  the  Board  of  any
   provisions  of the Plan or selection of Participants shall be conclusive and
   final. No member  of  the  Board  or  the  Committee shall be liable for any
   action or determination made in good faith with  respect  to the Plan or any
   Grant made thereunder.

3. Eligibility.

   The  persons  who  shall  be  eligible to receive Grants shall be  executive
   officers and directors

4. Stock.

   (a)Authorized Stock: Stock subject to Grants may be either unissued or
      reacquired Stock.

   (b)Number of Shares:  Subject to  adjustment  as provided in Section 5(i) of
      the Plan, the total number of shares of Stock  which  may be purchased or
      granted directly by Stock Awards granted under the Plan  shall not exceed
      Two  Million  (2,000,000)  shares.   If  any  Grant shall for any  reason
      terminate or expire, any shares allocated thereto  but remaining unvested
      shall again be available for Grants with respect thereto  under  the Plan
      as  though  no Grant had previously occurred with respect to such shares.
      Any shares of  Stock  issued pursuant to a Grant and repurchased pursuant
      to the terms thereof shall  be  available for future Grants as though not
      previously covered by a Grant.

   (c)Reservation of Shares:  The Company  shall  reserve and keep available at
      all times during the term of the Plan such number  of  shares as shall be
      sufficient to satisfy the requirements of the Plan. If,  after reasonable
      efforts, which efforts shall not include the registration  of the Plan or
      Grants  under  the  Securities  Act,  the  Company  is  unable  to obtain
      authority  from  any  applicable regulatory body, which authorization  is
      deemed necessary by legal counsel for the Company for the lawful issuance
      of shares hereunder, the  Company shall be relieved of any liability with
      respect to its failure to issue  and  sell  the  shares  for  which  such
      requisite  authority  was  so  deemed  necessary  unless  and  until such
      authority is obtained.

5. Stock Awards.

         All  or  part  of  any  Stock  Award under the Plan may be subject  to
   conditions established by the Board or  the  Committee,  and  set forth in a
   Stock Award Agreement, which may include, but are not limited to, continuous
   service  with  the  Company,  achievement  of  specific business objectives,
   increases in specified indices, attaining growth  rates and other comparable
   measurements of Company performance. Such Awards may be based on Fair Market
   Value or other specified valuation. All Stock Awards  will  be made pursuant
   to the execution of a Stock Award Agreement.

   (a)Conditions  and  Restrictions.   Shares  of Stock which Participants  may
      receive as a Stock Award under a Stock Award  Agreement  may include such
      restrictions  as the Board or Committee, as applicable, shall  determine,
      including restrictions  on  transfer,  repurchase  rights, right of first
      refusal,  and  forfeiture  provisions.  When  transfer  of  Stock  is  so
      restricted  or  subject  to  forfeiture provisions it is referred  to  as
      "RESTRICTED STOCK."  Further,  with  Board  or  Committee approval, Stock
      Awards may be deferred, either in the form of installments  or  a  future
      lump  sum  distribution.  The  Board  or  Committee  may  permit selected
      Participants  to  elect  to  defer  distributions  of  Stock  Awards   in
      accordance  with  procedures  established  by  the  Board or Committee to
      assure  that  such deferrals comply with applicable requirements  of  the
      Code including,  at  the  choice  of Participants, the capability to make
      further  deferrals  for  distribution   after  retirement.  Any  deferred
      distribution,  whether elected by the Participant  or  specified  by  the
      Stock Award Agreement  or  by  the  Board  or  Committee, may require the
      payment be forfeited in accordance with the provisions  of  Section 5(c).
      Dividends or dividend equivalent rights may be extended to and  made part
      of any Stock Award, subject to such terms, conditions and restrictions as
      the Board or Committee may establish.

   (b)Cancellation  and Rescission of Grants.  Unless the Stock Award Agreement
      specifies otherwise,  the  Board  or Committee, as applicable, may cancel
      any unvested or deferred Grants at  any time if the Participant is not in
      compliance  with  all other applicable  provisions  of  the  Stock  Award
      Agreement, the Plan and with the following conditions:

      (i)A Participant shall not render services for any organization or engage
         directly or indirectly  in  any business which, in the judgment of the
         chief  executive  officer  of the  Company  or  other  senior  officer
         designated by the Board or Committee,  is  or becomes competitive with
         the Company, or which organization or business,  or  the  rendering of
         services  to  such  organization  or business, is or becomes otherwise
         prejudicial to or in conflict with  the  interests of the Company. For
         Participants  whose engagement has terminated,  the  judgment  of  the
         chief executive  officer  shall be based on the Participant's position
         and responsibilities while  employed by the Company, the Participant's
         post-engagement  responsibilities   and   position   with   the  other
         organization  or  business,  the extent of past, current and potential
         competition or conflict between the Company and the other organization
         or  business, the effect on the  Company's  customers,  suppliers  and
         competitors and such other considerations as are deemed relevant given
         the applicable  facts and circumstances. A Participant who has retired
         shall be free, however,  to  purchase  as  an investment or otherwise,
         stock or other securities of such organization  or business so long as
         they are listed upon a recognized securities exchange  or traded over-
         the-counter,  and  such  investment  does  not represent a substantial
         investment  to  the Participant or a greater than  five  percent  (5%)
         equity interest in the organization or business.

      (ii)A Participant shall not, without prior written authorization from the
         Company, disclose  to anyone outside the Company, or use in other than
         the  Company's business,  any  confidential  information  or  material
         relating  to  the business of the Company, acquired by the Participant
         either during or after engagement with the Company.

      (iii) A Participant shall disclose promptly and assign to the Company all
         right, title and interest in any invention or idea, patentable or not,
         made or conceived by the Participant during engagement by the Company,
         relating in any manner to the actual or anticipated business, research
         or development  work  of  the Company and shall do anything reasonably
         necessary to enable the Company  to  secure a patent where appropriate
         in the United States and in foreign countries.

      (iv)Upon  exercise,  payment  or  delivery  pursuant   to  a  Grant,  the
         Participant shall certify on a form acceptable to the  Committee  that
         he or she is in compliance with the terms and conditions of the Plan.

   (c)Nonassignability.

      (i)Except  pursuant  to  Section  5(e)(iii)  and  except  as set forth in
         Section 5(d)(ii), no Grant or any other benefit under the  Plan  shall
         be  assignable  or  transferable, or payable to, anyone other than the
         Participant to whom it was granted.

      (ii)Where  a  Participant  terminates  engagement  and  retains  a  Grant
         pursuant to  Section  5(e)(ii)  in  order  to assume a position with a
         governmental,  charitable  or educational institution,  the  Board  or
         Committee, in its discretion  and  to the extent permitted by law, may
         authorize a third party (including but not limited to the trustee of a
         "blind"   trust),  acceptable  to  the  applicable   governmental   or
         institutional authorities, the Participant and the Board or Committee,
         to act on behalf of the Participant with regard to such Awards.

   (d)Termination of  Engagement.   If the engagement or service to the Company
      of a Participant terminates, other  than pursuant to any of the following
      provisions under this Section 5(e), all unvested or deferred Stock Awards
      shall be cancelled immediately, unless the Stock Award Agreement provides
      otherwise:

      (i)Retirement  Under a Company Retirement  Plan.   When  a  Participant's
         engagement terminates as a result of retirement in accordance with the
         terms of a Company  retirement plan, the Board or Committee may permit
         Stock Awards to continue  in  effect  beyond the date of retirement in
         accordance with the applicable Grant Agreement and vesting of any such
         Grants may be accelerated.

      (ii)Rights  in  the Best Interests of the Company.   When  a  Participant
         resigns from the  Company  and,  in  the  judgment  of  the  Board  or
         Committee,  the  acceleration and/or continuation of outstanding Stock
         Awards would be in  the  best  interests  of the Company, the Board or
         Committee  may  (i)  authorize,  where appropriate,  the  acceleration
         and/or continuation of all or any  part of Grants issued prior to such
         termination and (ii) permit the vesting of such Grants for such period
         as  may be set forth in the applicable  Grant  Agreement,  subject  to
         earlier  cancellation  pursuant  to  Section  8 or at such time as the
         Board or Committee shall deem the continuation  of  all or any part of
         the Participant's Grants are not in the Company's best interest.

      (iii) Death or Disability of a Participant.

         (1)In the event of a Participant's death, the Participant's  estate or
            beneficiaries  shall  have  a  period  up  to  the  expiration date
            specified  in  the  Grant  Agreement  within  which  to receive  or
            exercise any outstanding Grant held by the Participant  under  such
            terms as may be specified in the applicable Grant Agreement. Rights
            to  any  such  outstanding Grants shall pass by will or the laws of
            descent  and  distribution   in   the   following   order:  (a)  to
            beneficiaries so designated by the Participant; if none,  then  (b)
            to  a legal representative of the Participant; if none, then (c) to
            the persons  entitled thereto as determined by a court of competent
            jurisdiction.  Grants so passing shall be made at such times and in
            such manner as if the Participant were living.

         (2)In the event a Participant  is  deemed by the Board or Committee to
            be unable to perform his or her usual  duties  by  reason of mental
            disorder  or  medical  condition which does not result  from  facts
            which would be grounds for termination for cause, Grants and rights
            to any such Grants may be  paid  to  the  Participant,  if  legally
            competent,  or a committee or other legally designated guardian  or
            representative  if the Participant is legally incompetent by virtue
            of such disability.

         (3)After the death or  disability  of  a  Participant,  the  Board  or
            Committee  may  in  its  sole  discretion at any time (1) terminate
            restrictions  in  Grant  Agreements;  (2)  accelerate  any  or  all
            installments and rights; and  (3)  instruct  the Company to pay the
            total of any accelerated payments in a lump sum to the Participant,
            the   Participant's   estate,   beneficiaries   or  representative;
            notwithstanding  that,  in  the  absence  of  such  termination  of
            restrictions  or  acceleration  of  payments,  any  or all  of  the
            payments  due under the Grant might ultimately have become  payable
            to other beneficiaries.

         (4)In  the  event   of   uncertainty   as   to  interpretation  of  or
            controversies concerning this Section 5, the  determinations of the
            Board or Committee, as applicable, shall be binding and conclusive.

6. Investment Intent.  All Grants under the Plan are intended to be exempt from
   registration  under  the  Securities  Act  provided by Rule 701  thereunder.
   Unless and until the sale and issuance of Stock  subject  to  the  Plan  are
   registered under the Securities Act or shall be exempt pursuant to the rules
   promulgated  thereunder,  each  Grant  under the Plan shall provide that the
   purchases or other acquisitions of Stock  thereunder shall be for investment
   purposes  and  not with a view to, or for resale  in  connection  with,  any
   distribution thereof.  Further,  unless  the  issuance and sale of the Stock
   have been registered under the Securities Act, each Grant shall provide that
   no shares shall be purchased upon the exercise  of  the  rights  under  such
   Grant  unless  and  until  (i) all then applicable requirements of state and
   federal laws and regulatory  agencies shall have been fully complied with to
   the satisfaction of the Company and its counsel, and (ii) if requested to do
   so by the Company, the person  exercising  the  rights under the Grant shall
   (i) give written assurances as to knowledge and experience  of  such  person
   (or  a  representative  employed  by  such person) in financial and business
   matters and the ability of such person  (or  representative) to evaluate the
   merits and risks of receiving the Stock as compensation,  and  (ii)  execute
   and  deliver  to the Company a letter of investment intent and/or such other
   form related to  applicable  exemptions  from registration, all in such form
   and substance as the Company may require. If shares are issued upon exercise
   of any rights under a Grant without registration  under  the Securities Act,
   subsequent  registration of such shares shall relieve the purchaser  thereof
   of any investment  restrictions or representations made upon the exercise of
   such rights.

7. Amendment, Modification,  Suspension  or  Discontinuance  of  the Plan.  The
   Board may, insofar as permitted by law, from time to time, with  respect  to
   any  shares  at  the  time  not  subject  to  outstanding Grants, suspend or
   terminate the Plan or revise or amend it in any  respect  whatsoever, except
   that  without  the  approval  of  the shareholders of the Company,  no  such
   revision or amendment shall (i) increase the number of shares subject to the
   Plan,  (ii)  decrease  the  price at which  Grants  may  be  granted,  (iii)
   materially increase the benefits  to  Participants, or (iv) change the class
   of persons eligible to receive Grants under  the Plan; provided, however, no
   such action shall alter or impair the rights and obligations under any Stock
   Award outstanding as of the date thereof without  the written consent of the
   Participant thereunder. No Grant may be issued while  the  Plan is suspended
   or  after it is terminated, but the rights and obligations under  any  Grant
   issued  while  the  Plan is in effect shall not be impaired by suspension or
   termination of the Plan.

         In the event of  any  change  in  the outstanding Stock by reason of a
   stock  split, stock dividend, combination  or  reclassification  of  shares,
   recapitalization,  merger,  or similar event, the Board or the Committee may
   adjust proportionally (a) the  number  of shares of Stock (i) reserved under
   the Plan, (ii) covered by outstanding Stock  Awards;  (b)  the  Stock prices
   related to outstanding Grants; and (c) the appropriate Fair Market Value and
   other price determinations for such Grants. In the event of any other change
   affecting  the  Stock or any distribution (other than normal cash dividends)
   to holders of Stock,  such  adjustments  as  may  be deemed equitable by the
   Board  or the Committee, including adjustments to avoid  fractional  shares,
   shall be  made  to  give  proper  effect  to  such  event. In the event of a
   corporate   merger,  consolidation,  acquisition  of  property   or   stock,
   separation, reorganization  or liquidation, the Board or the Committee shall
   be  authorized  to issue or assume  stock  options,  whether  or  not  in  a
   transaction to which Section 424(a) of the Code applies, and other Grants by
   means of substitution  of  new Grant Agreements for previously issued Grants
   or an assumption of previously issued Grants.

8. Tax Withholding. The Company shall have the right to deduct applicable taxes
   from any Grant payment and withhold,  at the time of delivery or exercise of
   Stock Awards or vesting of shares under  such  Grants, an appropriate number
   of shares for payment of taxes required by law or  to take such other action
   as may be necessary in the opinion of the Company to satisfy all obligations
   for withholding of such taxes. If Stock is used to satisfy  tax withholding,
   such  stock  shall  be  valued based on the Fair Market Value when  the  tax
   withholding is required to be made.

9. Availability of Information.  During the term of the Plan and any additional
   period during which a Grant granted  pursuant  to the Plan shall be payable,
   the  Company shall make available, not later than  one  hundred  and  twenty
   (120)  days  following the close of each of its fiscal years, such financial
   and other information  regarding the Company as is required by the bylaws of
   the Company and applicable  law  to  be furnished in an annual report to the
   shareholders of the Company.

10.Notice. Any written notice to the Company  required by any of the provisions
   of the Plan shall be addressed to the chief  personnel  officer  or  to  the
   chief  executive  officer of the Company, and shall become effective when it
   is received by the  office  of  the  chief  personnel  officer  or the chief
   executive officer.

11.Indemnification   of   Board.   In   addition   to   such  other  rights  or
   indemnifications  as  they may have as directors or otherwise,  and  to  the
   extent allowed by applicable law, the members of the Board and the Committee
   shall  be  indemnified by  the  Company  against  the  reasonable  expenses,
   including attorneys'  fees,  actually and necessarily incurred in connection
   with the defense of any claim,  action, suit or proceeding, or in connection
   with any appeal thereof, to which  they  or  any  of  them may be a party by
   reason of any action taken, or failure to act, under or  in  connection with
   the  Plan or any Grant granted thereunder, and against all amounts  paid  by
   them  in  settlement  thereof  (provided  such  settlement  is  approved  by
   independent  legal  counsel  selected  by  the  Company)  or paid by them in
   satisfaction  of a judgment in any such claim, action, suit  or  proceeding,
   except in any case  in  relation to matters as to which it shall be adjudged
   in such claim, action, suit  or  proceeding  that  such  Board  or Committee
   member is liable for negligence or misconduct in the performance  of  his or
   her  duties;  provided  that within sixty (60) days after institution of any
   such action, suit or Board  proceeding  the  member involved shall offer the
   Company,  in writing, the opportunity, at its own  expense,  to  handle  and
   defend the same.

12.Governing Law.  The  Plan  and  all  determinations  made  and actions taken
   pursuant  hereto, to the extent not otherwise governed by the  Code  or  the
   securities  laws  of  the United States, shall be governed by the law of the
   State of Delaware and construed accordingly.

13.Termination Date.   The  Plan  shall  terminate  ten years later, subject to
   earlier termination by the Board pursuant to Section 7.

                                          VALCOM, INC.
                                          a Delaware corporation

                                          By:    /s/ Vince Vellardita
                                          Its:   Chief Executive Officer
EXHIBIT 5.1

                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                               Attorneys At Law
                          1065 Avenue of the Americas
                           New York, New York 10018
                             _____________________
                           Telephone: (212) 930-9700
                          Facsimile:  (212) 930-9725
                           E-Mail: srflaw@i-2000.com

                                                 January 23, 2005

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

      Re:   ValCom, Inc.
            Form S-8 Registration Statement

Ladies and Gentlemen:

      We refer to the above-captioned registration statement  on  Form S-8 (the
"Registration  Statement")  under  the Securities Act of 1933, as amended  (the
"Act"), filed by ValCom, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission.

      We have examined the originals,  photocopies,  certified  copies or other
evidence  of  such  records  of  the Company, certificates of officers  of  the
Company and public officials, and  other  documents  as we have deemed relevant
and  necessary  as  a  basis  for the opinion hereinafter expressed.   In  such
examination,  we  have  assumed  the   genuineness   of   all  signatures,  the
authenticity  of  all  documents  submitted  to  us  as  certified   copies  or
photocopies and the authenticity of the originals of such latter documents.

      Based on our examination mentioned above, we are of the opinion  that the
securities  being  registered to be sold pursuant to the Registration Statement
are duly authorized  and  will  be,  when  sold  in the manner described in the
Registration Statement, legally and validly issued,  and  fully  paid  and non-
assessable.

      We  hereby  consent  to the filing of this opinion as Exhibit 5.1 to  the
Registration Statement and to  the  reference to our firm under "Legal Matters"
in the related Prospectus.  In giving  the  foregoing consent, we do not hereby
admit that we are in the category of persons  whose  consent  is required under
Section  7  of  the  Act,  or  the rules and regulations of the Securities  and
Exchange Commission.

                              Very truly yours,

                              /s/ Sichenzia Ross Friedman Ference LLP
			      ---------------------------------------
                                  Sichenzia Ross Friedman Ference LLP
EXHIBIT 23.2

 		   A  C  I ARMANDO C. IBARRA
                  CERTIFIED PUBLIC ACCOUNTANTS
                   A PROFESSIONAL CORPORATION

Armando C. Ibarra, C.P.A.
Members of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board

January 24, 2006

To Whom It May Concern:

The  firm  of  Armando C. Ibarra, Certified Public Accountants, APC consents to
the Incorporation by reference our audit report of January 19, 2006  (amended),
on the audited financial statements of Valcom, Inc. as of September 30, 2005 in
any  filings  that  are  necessary  now  or  in  the  near future with the U.S.
Securities and Exchange Commission.

Very truly yours,

/s/ ARMANDO C. IBARRA, C.P.A.
-----------------------------
    ARMANDO C. IBARRA, C.P.A.

                     371 E. STREET, CHULA VISTA, CA 91910
                              TEL: (619) 422-1348
                              FAX: (619) 422-1465