As filed with the Securities and Exchange Commission on July 6, 2006
                       Registration No. 333-___________

                                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)

                         2006 STOCK 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>

                        CALCULATION OF REGISTRATION FEE

                                                 Proposed     Proposed
Title of                                         Maximum      Maximum
Securities      Amount           Offering        Aggregate    Amount of
to be           to be            Price           Offering     Registration
Registered      Registered       Per Share(1)    Price(1)     Fee
----------      -----------      ------------    ----------   -----------
Common Stock,    5,000,000(2)        $0.10        $500,000       $53.50
$.001 par value
--------------------------------------------------------------------------------


(1)  Estimated  solely  for  purposes  of  calculating  the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the average
of the high and low price as reported on the Over-The-Counter Bulletin Board on
July 3, 2006.

(2) Includes shares issuable pursuant to the Company's 2006  Stock Compensation
Plan.



<PAGE>

PART I

ITEM 1. PLAN INFORMATION.

The documents containing the information specified in Item 1 will  be  sent  or
given  to  participants  in  the  Plan  as  specified  by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  Such  documents are
not  required  to  be  and  are  not  filed  with  the  Securities and Exchange
Commission  (the  "SEC") either as part of this Registration  Statement  or  as
prospectuses or prospectus  supplements  pursuant  to Rule 424. These documents
and  the  documents  incorporated by reference in this  Registration  Statement
pursuant to Item 3 of  Part  II  of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this Registration  Statement  (which  documents  are
incorporated by reference in  this  Section  10(a) Prospectus), other documents
required  to  be delivered to eligible employees,  non-employee  directors  and
consultants,  pursuant   to   Rule  428(b)  are  available  without  charge  by
contacting:

Vince Vellardita, Chief Executive Officer
920 South Commerce Street
Las Vegas, Nevada 89106
(702) 385-9000

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:

- Reference is made  to the Registrant's annual report on Form 10-KSB/A for the
year ended September 30,  2005,  as  filed  with  the SEC on February 22, 2006,
which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report  on  Form 10-QSB/A for
the  quarter  ended  December  31, 2005, as filed with the SEC on February  23,
2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2006, as  filed  with the SEC on May 22, 2006, which is
hereby incorporated by reference.

- Reference is made to Registrant's 8-Ks filed  with  the  SEC on June 4, 2005,
July 11, 2005, July 26, 2005, December 19, 2005, and May 3, 2006, each of which
are hereby incorporated by reference.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain  legal matters in connection with this registration statement  will  be
passed upon  for  the  Registrant  by  Sichenzia Ross Friedman Ference LLP, New
York, New York.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Certificate of Incorporation provide  to  the  fullest  extent permitted by
Section 145 of the General Corporation Law of the State of Delaware,  that  our
directors  or officers shall not be personally liable to us or our 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 and
restated,   is   to   eliminate   our  rights  and  our  shareholders  (through
shareholders' derivative suits on behalf  of  our  company)  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. We
believe   that   the   indemnification   provisions   in   our  Certificate  of
Incorporation,  as  amended,  are  necessary  to  attract and retain  qualified
persons as directors and officers.

Our By Laws also provide that the Board of Directors  may  also authorize us to
indemnify  our employees or agents, and to advance the reasonable  expenses  of
such persons,  to  the  same extent, following the same determinations and upon
the same conditions as are  required for the indemnification of and advancement
of expenses to our directors  and officers. As of the date of this Registration
Statement, the Board of Directors  has  not  extended indemnification rights to
persons other than directors and officers.

Insofar as indemnification for liabilities arising  under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been  advised  that  in  the
opinion  of  the  Securities  and  Exchange Commission, such indemnification is
against public policy as expressed in  the  Securities  Act  of  1933  and  is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.



   Exhibit        Description
----------        -------------------------------------------------
    4.1           2006 Stock Compensation Plan
    5.1           Opinion of Sichenzia Ross Friedman Ference LLP
   23.1           Consent of Sichenzia Ross Friedman Ference LLP is
                  included in Exhibit 5.1
   23.2           Consent of Armando C. Ibarra, C.P.A.


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), and (1)(ii) do not apply  if  the
Registration Statement is on  Form  S-8  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.

(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

In accordance  with  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  of an amendment to a filing on Form S-8 and authorized
this amendment to be signed  on  its  behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on July 6, 2006.

VALCOM, INC.




By: /s/ Vincent Vellardita
    -----------------------------------------
    Vincent Vellardita, President, Chief  Executive  Officer
    (Principal Executive Officer) and Chairman of the Board Chief Financial
   Officer and Principal Accounting Officer



In  accordance  with  the  requirements of the Securities  Act  of  1933,  this
registration  statement  has been  signed  by  the  following  persons  in  the
capacities stated.

<TABLE>
<CAPTION>

<S>					<C>						<C>
  Signature                                         Title                                   Date

 /s/ Vincent Vellardita                   President, Chief Executive Officer,         July 6, 2006
 -----------------------------------      and Chairman of the Board
     Vincent Vellardita


/s/ Richard Shintaku                      Director                                    July 6, 2006
------------------------------------
    Richard Shintaku



/s/ Ian Adlington                         Director                                    July 6, 2006
------------------------------------
    Ian Adlington


                                          Director
 -----------------------------------
     Bonnie Nelson


 /s/ Sandra Markham                       Secretary and Treasurer                     July 6, 2006
 -----------------------------------
     Sandra Markham

</TABLE>



<PAGE>

EXHIBIT 5.1

                     SICHENZIA ROSS FRIEDMAN FERENCE LLP
                          1065 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10018
                               TEL 212 930 9700
                               FAX 212 930 9725


                                         July 6, 2006

VIA ELECTRONIC TRANSMISSION

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

Re: Valcom, Inc.

Ladies and Gentlemen:

We  refer  to  the  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 on July 6, 2006.

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
nonassessable.

We  hereby  consent  to  the  filing  of this opinion as  Exhibit  5.1  to  the
Registration Statement. 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 4.1



                                 VALCOM, INC.
                         2006 STOCK COMPENSATION PLAN


       THIS  VALCOM, INC. 2006 STOCK COMPENSATION PLAN (the "PLAN") is designed
to  retain  consultants   and  employees  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 consultants and
   employees of the Company.

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
       Five  Million  (5,000,000)  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/ Vincent Vellardita
------------------------------
Its:   Chief Executive Officer








<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The  firm  of  Armando C. Ibarra, Certified Public Accountants, consents to the
incorporation by  reference  of  our  reports  of  the  financial statements of
Valcom, Inc. in the Company's Form S-8 filing dated July  5, 2006 with the U.S.
Securities  and  Exchange Commission or other regulatory agency.   The  reports
incorporated by reference are the auditor's report for the year ended September
30, 2005 dated February  22,  2006;  the quarterly financial statements for the
quarter ended December 31, 2005; and the quarterly financial statements for the
quarter ended March 31, 2006.



/s/ Armando C. Ibarra, CPA
---------------------------------
Chula Vista, California 91910
July 3, 2006
[{"type": "S-8", "sequence": "1", "filename": "ls8070506.txt", "description": "VALCOM, INC. FORM S-8", "secsgml_size_bytes": 45302}]
{"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": "333-135611", "film-number": "06946583"}, "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"}]}
As filed with the Securities and Exchange Commission on July 6, 2006
                       Registration No. 333-___________

                                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)

                         2006 STOCK 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     Proposed
Title of                                         Maximum      Maximum
Securities      Amount           Offering        Aggregate    Amount of
to be           to be            Price           Offering     Registration
Registered      Registered       Per Share(1)    Price(1)     Fee
----------      -----------      ------------    ----------   -----------
Common Stock,    5,000,000(2)        $0.10        $500,000       $53.50
$.001 par value
--------------------------------------------------------------------------------

(1)  Estimated  solely  for  purposes  of  calculating  the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the average
of the high and low price as reported on the Over-The-Counter Bulletin Board on
July 3, 2006.

(2) Includes shares issuable pursuant to the Company's 2006  Stock Compensation
Plan.
PART I

ITEM 1. PLAN INFORMATION.

The documents containing the information specified in Item 1 will  be  sent  or
given  to  participants  in  the  Plan  as  specified  by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  Such  documents are
not  required  to  be  and  are  not  filed  with  the  Securities and Exchange
Commission  (the  "SEC") either as part of this Registration  Statement  or  as
prospectuses or prospectus  supplements  pursuant  to Rule 424. These documents
and  the  documents  incorporated by reference in this  Registration  Statement
pursuant to Item 3 of  Part  II  of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this Registration  Statement  (which  documents  are
incorporated by reference in  this  Section  10(a) Prospectus), other documents
required  to  be delivered to eligible employees,  non-employee  directors  and
consultants,  pursuant   to   Rule  428(b)  are  available  without  charge  by
contacting:

Vince Vellardita, Chief Executive Officer
920 South Commerce Street
Las Vegas, Nevada 89106
(702) 385-9000

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:

- Reference is made  to the Registrant's annual report on Form 10-KSB/A for the
year ended September 30,  2005,  as  filed  with  the SEC on February 22, 2006,
which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report  on  Form 10-QSB/A for
the  quarter  ended  December  31, 2005, as filed with the SEC on February  23,
2006, which is hereby incorporated by reference.

- Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2006, as  filed  with the SEC on May 22, 2006, which is
hereby incorporated by reference.

- Reference is made to Registrant's 8-Ks filed  with  the  SEC on June 4, 2005,
July 11, 2005, July 26, 2005, December 19, 2005, and May 3, 2006, each of which
are hereby incorporated by reference.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain  legal matters in connection with this registration statement  will  be
passed upon  for  the  Registrant  by  Sichenzia Ross Friedman Ference LLP, New
York, New York.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Certificate of Incorporation provide  to  the  fullest  extent permitted by
Section 145 of the General Corporation Law of the State of Delaware,  that  our
directors  or officers shall not be personally liable to us or our 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 and
restated,   is   to   eliminate   our  rights  and  our  shareholders  (through
shareholders' derivative suits on behalf  of  our  company)  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. We
believe   that   the   indemnification   provisions   in   our  Certificate  of
Incorporation,  as  amended,  are  necessary  to  attract and retain  qualified
persons as directors and officers.

Our By Laws also provide that the Board of Directors  may  also authorize us to
indemnify  our employees or agents, and to advance the reasonable  expenses  of
such persons,  to  the  same extent, following the same determinations and upon
the same conditions as are  required for the indemnification of and advancement
of expenses to our directors  and officers. As of the date of this Registration
Statement, the Board of Directors  has  not  extended indemnification rights to
persons other than directors and officers.

Insofar as indemnification for liabilities arising  under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been  advised  that  in  the
opinion  of  the  Securities  and  Exchange Commission, such indemnification is
against public policy as expressed in  the  Securities  Act  of  1933  and  is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

   Exhibit        Description
----------        -------------------------------------------------
    4.1           2006 Stock Compensation Plan
    5.1           Opinion of Sichenzia Ross Friedman Ference LLP
   23.1           Consent of Sichenzia Ross Friedman Ference LLP is
                  included in Exhibit 5.1
   23.2           Consent of Armando C. Ibarra, C.P.A.

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), and (1)(ii) do not apply  if  the
Registration Statement is on  Form  S-8  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.

(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

In accordance  with  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  of an amendment to a filing on Form S-8 and authorized
this amendment to be signed  on  its  behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on July 6, 2006.

VALCOM, INC.

By: /s/ Vincent Vellardita
    -----------------------------------------
    Vincent Vellardita, President, Chief  Executive  Officer
    (Principal Executive Officer) and Chairman of the Board Chief Financial
   Officer and Principal Accounting Officer

In  accordance  with  the  requirements of the Securities  Act  of  1933,  this
registration  statement  has been  signed  by  the  following  persons  in  the
capacities stated.
Signature                                         Title                                   Date

 /s/ Vincent Vellardita                   President, Chief Executive Officer,         July 6, 2006
 -----------------------------------      and Chairman of the Board
     Vincent Vellardita

/s/ Richard Shintaku                      Director                                    July 6, 2006
------------------------------------
    Richard Shintaku

/s/ Ian Adlington                         Director                                    July 6, 2006
------------------------------------
    Ian Adlington

                                          Director
 -----------------------------------
     Bonnie Nelson

 /s/ Sandra Markham                       Secretary and Treasurer                     July 6, 2006
 -----------------------------------
     Sandra Markham
EXHIBIT 5.1

                     SICHENZIA ROSS FRIEDMAN FERENCE LLP
                          1065 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10018
                               TEL 212 930 9700
                               FAX 212 930 9725

                                         July 6, 2006

VIA ELECTRONIC TRANSMISSION

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

Re: Valcom, Inc.

Ladies and Gentlemen:

We  refer  to  the  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 on July 6, 2006.

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
nonassessable.

We  hereby  consent  to  the  filing  of this opinion as  Exhibit  5.1  to  the
Registration Statement. 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 4.1

                                 VALCOM, INC.
                         2006 STOCK COMPENSATION PLAN

       THIS  VALCOM, INC. 2006 STOCK COMPENSATION PLAN (the "PLAN") is designed
to  retain  consultants   and  employees  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 consultants and
   employees of the Company.

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
       Five  Million  (5,000,000)  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/ Vincent Vellardita
------------------------------
Its:   Chief Executive Officer
EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The  firm  of  Armando C. Ibarra, Certified Public Accountants, consents to the
incorporation by  reference  of  our  reports  of  the  financial statements of
Valcom, Inc. in the Company's Form S-8 filing dated July  5, 2006 with the U.S.
Securities  and  Exchange Commission or other regulatory agency.   The  reports
incorporated by reference are the auditor's report for the year ended September
30, 2005 dated February  22,  2006;  the quarterly financial statements for the
quarter ended December 31, 2005; and the quarterly financial statements for the
quarter ended March 31, 2006.

/s/ Armando C. Ibarra, CPA
---------------------------------
Chula Vista, California 91910
July 3, 2006