**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                 FORM 10-Q**

*(Mark One)*

þ     Quarterly reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended**September****30****, 2008**.

o     Transition reportpursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fromto.

Commission file number:**000-****51763**

**COMCAM****INTERNATIONAL****,****INC****.**

(Exact name ofregistrantas specified in its charter)

| **Delaware**(State or other jurisdiction of                    incorporation or organization) | **23-2976562**

(I.R.S. Employer

Identification No.) |
|-----------------------------------------------------------------------------------------------|-------------------------------------------------------|

**1140 McDermott Drive, West Chester, Pennsylvania 19380**

(Address of principal executive offices) (Zip Code)         

**(610) 436-8089**

(Registrant’s telephone number, including area code)

**N/A**

(Former name, former address and former fiscal year, if changedsince last report)

Indicate by check markwhether theregistrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required        to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YesþNoo.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):YesoNoþ

AtNovember13, 2008, the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock),was3,608,354.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007   4   Unaudited Statements of Operations for the three and nine month periods ended September 30, 2008 and September 30, 2007   5   Unaudited Statements of Cash Flows for the nine month periods ended September 30, 2008 and September 30, 2007  6   Notes to Unaudited Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  11  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  18  **ITEM 4T.  Controls and Procedures**  19                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  19  **ITEM 1A.  Risk Factors**  19  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  24  **ITEM 3.     Defaults upon Senior Securities**  24  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  24  **ITEM 5.     Other Information**  24  **ITEM 6.     Exhibits**  24  **Signatures**  25  **Index to Exhibits**  26 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein,the terms “Company,” “we,”“our,” “us,” “it,” and “its”refer toComCamInternational, Inc.,        a Delawarecorporation, unless otherwise indicated.In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not        necessarily indicative of the results to be expected for the full year.

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| COMCAM INTERNATIONAL, INC.                          |
|-----------------------------------------------------|
| BALANCE SHEETS                                      |
|                                                |   |   |   |   |
|                                                |   | September 30, |   | December 31, |
|                                                |   | 2008 |   | 2007 |
| ASSETS                                              |   | (Unaudited) |   | (Audited) |
|                                                |   |   |   |   |
| Current assets:                                     |   |   |   |   |
| Cash and cash equivalents                           | $ | 28,009 |   | - |
| Accounts receivable, net                            |   | 11,626 |   | 192,541 |
| Inventories                                         |   | 66,278 |   | 66,278 |
|                                                |   |   |   |   |
| Total current assets                                |   | 105,913 |   | 258,819 |
|                                                |   |   |   |   |
| Property and equipment, net                         |   | 118,171 |   | 127,179 |
| Other assets                                        |   | 2,106 |   | 2,106 |
|                                                |   |   |   |   |
| Total assets                                        | $ | 226,190 |   | 388,104 |
|                                                |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT               |   |   |   |   |
|                                                |   |   |   |   |
| Current liabilities:                                |   |   |   |   |
| Checks in excess of cash                            | $ | - |   | 38,931 |
| Accounts payable                                    |   | 350,311 |   | 316,860 |
| Accrued expenses                                    |   | 226,425 |   | 93,805 |
| Related party payables                              |   | 879 |   | - |
| Embedded derivative liability                       |   | - |   | 69,976 |
| Notes payable                                       |   | 791,568 |   | 707,433 |
|                                                |   |   |   |   |
| Total current liabilities                           |   | 1,369,183 |   | 1,227,005 |
|                                                |   |   |   |   |
| Commitments and contingencies                       |   |   |   |   |
|                                                |   |   |   |   |
| Stockholders' deficit:                              |   |   |   |   |
| Preferred stock, $.0001 par value; 2,000,000        |   |   |   |   |
| shares authorized, no shares issued and outstanding |   | - |   | - |
| Common stock, $.0001 par value; 100,000,000 shares  |   |   |   |   |
| authorized, 3,408,354 shares issued and outstanding |   | 341 |   | 341 |
| Additional paid-in capital                          |   | 4,537,860 |   | 4,484,289 |
| Accumulated deficit                                 |   | (5,681,194) |   | (5,323,531) |
|                                                |   |   |   |   |
| Total stockholders' deficit                         |   | (1,142,993) |   | (838,901) |
|                                                |   |   |   |   |
| Total liabilities and stockholders' deficit         | $ | 226,190 |   | 388,104 |

The accompanying notes are an integral part of these financial statements

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| COMCAM INTERNATIONAL, INC.                           |
|------------------------------------------------------|
| UNAUDITED STATEMENTS OF OPERATIONS                   |
|                                                 |   |   |   |   |   |   |   |   |
|                                                 |   | Three Months Ended |   | Nine Months Ended |
|                                                 |   | September 30, |   | September 30, |
|                                                 |   | 2008 |   | 2007 |   | 2008 |   | 2007 |
|                                                 |   |   |   |   |   |   |   |   |
| Revenues, net                                        | $ | 11,158 |   | 8,412 |   | 25,617 |   | 44,138 |
| Cost of revenues                                     |   | 2,166 |   | - |   | 65,160 |   | 5,131 |
| Gross profit(loss)                                   |   | 8,992 |   | 8,412 |   | (39,543) |   | 39,007 |
|                                                 |   |   |   |   |   |   |   |   |
| Operating expenses:                                  |   |   |   |   |   |   |   |   |
| General and administrative expenses                  |   | 69,674 |   | 61,230 |   | 260,923 |   | 191,220 |
| Research and development expenses                    |   | 4,454 |   | 5,763 |   | 9,071 |   | 10,725 |
|                                                 |   | 74,128 |   | 66,993 |   | 269,994 |   | 201,945 |
|                                                 |   |   |   |   |   |   |   |   |
| Loss from operations                                 |   | (65,136) |   | (58,581) |   | (309,537) |   | (162,938) |
|                                                 |   |   |   |   |   |   |   |   |
| Other income (expense):                              |   |   |   |   |   |   |   |   |
| Interest income                                      |   | 113 |   | 161 |   | 504 |   | 258 |
| Interest expense                                     |   | (17,826) |   | (63,858) |   | (65,035) |   | (120,056) |
| Gain on embedded derivative liability                |   | - |   | 4,496 |   | 16,405 |   | 4,496 |
|                                                 |   | (17,713) |   | (59,201) |   | (48,126) |   | (115,302) |
|                                                 |   |   |   |   |   |   |   |   |
| Loss before provision for income taxes               |   | (82,849) |   | (117,782) |   | (357,663) |   | (278,240) |
|                                                 |   |   |   |   |   |   |   |   |
| Provision for income taxes                           |   | - |   | - |   | - |   | - |
|                                                 |   |   |   |   |   |   |   |   |
| Net loss                                             | $ | (82,849) |   | (117,782) |   | (357,663) |   | (278,240) |
|                                                 |   |   |   |   |   |   |   |   |
| Net loss per common share - basic and diluted        | $ | (0.02) |   | (0.06) |   | (0.10) |   | (0.14) |
|                                                 |   |   |   |   |   |   |   |   |
| Weighted average common and common equivalent shares |   | 3,408,354 |   | 2,010,000 |   | 3,408,354 |   | 2,010,000 |

The accompanying notes are an integral part of these financial statements

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| COMCAM INTERNATIONAL, INC.                    |
|-----------------------------------------------|
| UNAUDITED STATEMENTS OF CASH FLOWS            |
| Nine Months Ended September 30, 2008 and 2007 |
|                                          |   |   |   |   |
|                                          |   |   |   |   |
|                                          |   | 2008 |   | 2007 |
| Cash Flows from operating activities:         |   |   |   |   |
| Net loss                                      | $ | (357,663) |   | (278,240) |
| Adjustments to reconcile net loss to net cash |   |   |   |   |
| used in operating activities:                 |   |   |   |   |
| Depreciation and amortization                 |   | 9,451 |   | 2,527 |
| Accretion - debenture interest expense        |   | 14,135 |   | 28,270 |
| Gain on embedded derivative liability         |   | (16,405) |   | (4,496) |
| Provision for losses on accounts receivable   |   | - |   | 2,000 |
| (Increase) decrease in:                       |   |   |   |   |
| Accounts receivable                           |   | 180,915 |   | (1,162) |
| Inventories                                   |   | - |   | 5,075 |
| Other assets                                  |   | - |   | 2,000 |
| Increase (decrease) in:                       |   |   |   |   |
| Accounts payable                              |   | 33,451 |   | 28,789 |
| Accrued expenses                              |   | 132,620 |   | 88,472 |
| Related party payables                        |   | 879 |   | - |
|                                          |   |   |   |   |
| Net cash used in operating activities         |   | (2,617) |   | (126,765) |
|                                          |   |   |   |   |
| Cash flows from investing activities:         |   |   |   |   |
| Purchase of property and equipment            |   | (443) |   | - |
|                                          |   |   |   |   |
| Net cash used in investing activities         |   | (443) |   | - |
|                                          |   |   |   |   |
| Cash flows from financing activities:         |   |   |   |   |
| Checks in excess of cash                      |   | (38,931) |   | - |
| Increase in notes payable                     |   | 70,000 |   | 150,000 |
|                                          |   |   |   |   |
| Net cash provided by financing activities     |   | 31,069 |   | 150,000 |
|                                          |   |   |   |   |
| Net increase in cash                          |   | 28,009 |   | 23,235 |
|                                          |   |   |   |   |
| Cash, beginning of period                     |   | - |   | 5,697 |
|                                          |   |   |   |   |
| Cash, end of period                           | $ | 28,009 |   | 28,932 |

The accompanying notes are an integral part of these financial statements

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2008

**Note 1 – Basis of Presentation**

The accompanying unaudited financial statements have been prepared by management in accordance with the instructions in Form 10-Q and, therefore, do not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s Form 10-K. These statements do        include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim results of operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2008.         

**Note 2 – Additional Footnotes Included By Reference**

Except as indicated in the notes above, there have been no other material changes in the information disclosed in the notes to the financial statements included in the Company’s Form 10-K for the year ended December 31, 2007. Therefore, those footnotes are included herein by reference.         

Note 3 – Going Concern         

As of September 30, 2008, the Company has limited revenue generating activities in place and the Company has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.                 Management intends to seek additional equity and debt funding to expand marketing efforts and product development. There can be no assurance that such funds will be available to the Company or that the marketing and product development efforts will be successful.         

Note 4 – Notes Payable         

Notes payable consist of the following:     September 30,     December 31,

                                                                                                                              2008                 2007

Notes payable to Paul Higbee, bearing interestat 8%, due on

demand, secured by the intellectualproperty of the Company.             $     465,000            395,000

Unsecured note payable to Global Megatrend,bearing interest

at 7.5% and due on demand.The note may be converted to

common shares ofthe Company, at the option of the holder,

based on certain terms related to outstanding sharesand per

share prices. The Companyis in default of the agreement.                        176,568            176,568

Convertible debenture to HNI, LLC of $125,000, bearing

interest at 7%, due on February 14, 2009,net of embedded

derivative discount of $0 and$14,135 (see Note 5).                                   125,000                   110,865

Convertible unsecured note payable to Robert Emmet, bearing

interest at 6%, and due on demand.The note may be converted

into common shares ofthe Company at $0.35 per share and

contains aprovision which allows the Company to call for the

conversion at        anytime.                                                                                    25,000             25,000

                                                                                                             $     791,568           707,433

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2008

Note 5 – Convertible Debenture and Embedded Derivative to HNI, LLC         On February 14, 2008, the Company entered into an amendment agreement with HNI, LLC. The Debenture, as amended, accrues interest at 7% per annum, is due on February 14, 2009, and is convertible into 138,834 shares. As a result of the new conversion provisions set forth in the amendment agreement, the embedded derivative liability was removed.         

Details related to the convertible debenture are discussed below as they were when initiated.                 The Company analyzed the Debenture based on the provisions of EITF 00-19 and determined that the conversion option of the Debenture qualifies as an embedded derivative. Information related to the recognition of the embedded derivative is as follows:

*Embedded Derivative*

The fair value of the embedded derivative was determined to be $113,080 and was recorded as an embedded derivative liability. The embedded derivative is revalued at the end of each reporting period and any resulting gain or loss is recognized as a current period charge to the statement of operations. Upon issuance the fair value was calculated        using the Black-Scholes option pricing model with the following factors, assumptions and methodologies:

|  | ·      | The fair value of the Company’s common stock was calculated to be $0.017 per share. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------|

|  | ·      | A volatility of 149% was calculated by using the Company’s closing stock prices since May 2006. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------|

|  | ·      | The exercise price was $0.0119. This amount was determined based on 30% off the most recent closing bid price immediately preceding the issuance date. |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | The estimated life was determined to be 1 year, which is equal to the contractual life of the embedded derivative. |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------|

|  | ·      | The risk free interest rate was determined to be 5.06% based on the 1-year treasury rate. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------|

**Note 6 – Supplemental Cash Flow Information**

During the nine months ended September 30, 2008, the Company increased additional paid-in capital and decreased its embedded derivative by $53,571 due to the termination of the embedded derivative.

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2008

**Note 6 – Supplemental Cash FlowInformation(continued)**

During the nine months ended September 30, 2007, certain assets and liabilities were transferred to the Company from ComCam, Inc. as follows:         

Patent                                                                          $     100,000        Accumulated amortization on patent                                (4,776)        Trademark                                                                    15,000        Office equipment                                                           10,000        Accumulated depreciation on office equipment                (1,500)        Note payable                                                             (176,568)        Convertible debenture                                                (125,000)        Embedded derivative discount                                       70,675        Embedded derivative liability                                        (97,973)        Accrued interest                                                         (41,484)        Advances payable to ComCam, Inc.                         1,448,036

                                                                                     1,196,410        Capital contribution from ComCam, Inc.                  (1,196,410)         

                                                                                $          -     

Note 7– Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to        financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate        credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.         

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon        either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.”                 Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will adopt FSP APB 14-1 beginning in the        first quarter of 2009, and this standard must be applied on a retrospective basis. The Company is evaluating the impact the adoption of FSP APB 14-1 will have on its consolidated financial position and results of operations.

 

 

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Note 7– Recent Accounting Pronouncements(continued)

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental        entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Companydoesnot expect SFAS 162 to have a material impact on the preparation ofitsconsolidated financial statements.

Note 8–Subsequent Event

On October 23, 2008 the Company adopted the“2008 Benefit Plan of ComCam International, Inc.”Under the benefit plan, we may issue stock        or grant optionsto acquire up to 250,000 shares of our common stock. The board of directors, at its own discretion,may issue stock or grant options toour employees andother individualswho render services to us, including consultants or advisors, provided that the services rendered are not in connection with the offer or sale of securities in a capital-raising transaction.Further, no stock may be issuedor option granted under the benefit plan to consultants, advisors,        or other persons who directly or indirectly promote or maintain a market for our stock. The Company issued200,000 shares pursuant to the benefit plan subsequent tothecurrent nine month period. The benefit plan is registered on Form S-8 with the Securities and Exchange        Commission.

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**Item 2****.     ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF        OPERATIONS**

This*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of thisquarterly reportcontain        forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences        include but are not limited to those discussed in the subsection entitled*Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31.All informationpresented herein is based on thethreeandninemonthperiodsendedSeptember30, 2008.

**Company Business Profile**

The Companydevelops network video command-and-control products and provides aplatform for analysis, control and management in mobile and rapid deployment markets.We offersolutions and technical        services to U.S. government agencies, Fortune 500 companies, research facilities, original equipment manufacturers and systems integrators worldwide.

Products include propriety cameras and video converters programmable for analysis and behaviors. We specialize in software and systems utilizing our hardware platform for command and control applications from rapid deployment military use to residential and commercial security and access applications. Our services include systems design and        end-to-end management of these systems.         All of oursoftware is copyrighted, developed in-house, and licensed to customers in connection with sales of our hardware.  In addition, some software is additionallyprotected under two Company owned patents:

|  | ·      | No. US 6,975,220 B1, “Internet Based Security, Fire and Emergency Identification and Communication System;”and |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------|

|  | ·      | No. US 7,302,481 B1, “Methods and Apparatus Providing Remote Monitoring of Security and Video Systems.” |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

Our company name “COMCAM” isalsotrademarked.

*Partners & Customers     *

The Company has workedwith the U.S. Department of Defense, U.S. Navy (NAVSEA), U.S. Department of Interior, Federal Bureau of Investigation, NOAA (National Oceanic & Atmospheric Admin.), Fish and Wildlife Service, Port of NYC (JFK Airport), Port of Delaware Pilots Assoc., and numerous distributors (Scan        Source, integrators, and OEMs). Partners include Siemens, Motorola/Symbol Technologies, EG&G (a URS division), DRS/Night Vision Systems, and Technology Services Corp.         

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*Focus and Deployment*

We recently completed a 2007 Immigration and Customs Enforcement (ICE) contract to upgrade key infrastructure technology at the General Service Administration (GSA) facility located in lower Manhattan, New York; in Afghanistan wesupplied alow-powered video monitoring and        satellite uplinksfrom the Middle East to Virginiaand other sites; on the U.S./Mexico border, with DRS-NVS thermal imaging cameras, we provide real-time video surveillance running on a cellular and satellite network;for the Pilots Association we are integrated into radar and ships’ Automatic Identification Systems for port security and management; with the University of        South Florida’s Center for Ocean Technology we support their video remote operating vehicle for harbor surveillance;we are alsoworking with Target for “shrinkage” prevention and warehouse asset tracking.

*Strategic Positioning and Distribution*

Target early adopters, systems integrators, and defense prime contractors; partner with allied companies (e.g. digital storage, wireless networking) and maintain established distribution relationships with systems integrators in over 30 countries and current federal channels (DHS). Focus:Our intention is to work with two        major distributors and generate marketing pull through.

*Revenues*

Direct sales to systems integrators, strategic partners and defense companies; software and patent licensing; OEM sales and licensing; developing subscription/revenue sharing model for major partners.         

*Management*

Our management and technical team is solid and known in the computer industry and has worked together for over 20 years in previous ventures. Our team is now entering its 10thyear on this project.         

*Competitive Advantages and Expertise*

Defendable patents, copyrights & trademarks; experienced team; extensive software suite supporting seven languages; and plan for 2ndgeneration hardware to enhance and extend original capabilities.         

*Competitive Weaknesses*

Limited brand recognition; small following of early adopters in many market sectors; limited distribution reach and sales; undercapitalized for marketing and long-term growth.

**Discussion and Analysis**

Our financial condition and results of operations depend primarily on revenue generated from the sale of our products andspecialized services in addition toour ability to realize additional debt or equity financing.Due to our limited        revenue and historical record of losses we cannot rely on an increase in revenues in the near term to provide sufficient cash flowto sustain operations.Sincewe donot expect to generate sufficient cash flow from operations, we are currently seeking financing as a means to bridge the gap between operational losses and expenses.Ouroperations will require between $500,000and $1,000,000inoutsidefunding over the nexttwelvemonthsin addition to at least $1,000,000 to satisfy current        liabilities.However,we have no commitments for additional debt or equity financingat this time andcan provide no assurance thateffortsto finance our operationswill be successful.

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The Company’s business development strategy is prone to significant risks and uncertainties which can have an immediate impact on efforts to realize net cash flow and deter future prospects of revenue growth. Should we be unable to consistently generate revenue and reduce or stabilize expensesto the point where we can        realize net cash flow, such failure will have an immediate impact on our ability to continue our business operations.

**Results of Operations**

During theninemonthperiod endedSeptember30, 2008we wereengaged in the ongoing development and sale        of our*Internet Protocol*remote control platform cameras, micro servers, associated software, and unique end-to-end network solutions.

***Revenue***

Revenuefor thethree month periodendedSeptember30, 2008increasedto $11,158from $8,412for thethree monthperiod endedSeptember30, 2007, an increase of33%.Revenuefor theninemonth periodendedSeptember30, 2008 decreasedto $25,617from $44,138for theninemonthperiod endedSeptember30, 2007, a decrease of42%.Revenue in the current periods iscurrently limiteddue toourinability tobondcontracts.We expectrevenueto increaseover thenext twelve monthsas we pursueseveral different options to facilitate bonding of prospective contracts.Further,        we believethat our inclusion in theState of Pennsylvania’s“Business Development Mission”to Saudi Arabiamayspursales.

******

***Gross******Profit***

Grossprofitfor the three month period endedSeptember30, 2008increased to$8,992from$8,412for the threemonth period endedSeptember30, 2007, an increase of 7%.Gross lossfor theninemonth period endedSeptember30, 2008 was $39,543as compared to grossprofitof$39,007for theninemonth period endedSeptember30, 2007.The slight increase in gross profitover the comparablethree month periodsis attributable to the increase in revenues which was accompaniedby the realization of a minimalcost of revenuesof 19%.Thetransition togross lossover the comparablenine month periodsisattributable toa decrease in revenues andan increase in cost ofrevenueto 154%.We expect that gross profitswill increaseascost of revenues decrease relative        toincreasingnetrevenuesover the next twelve months.

***Expenses***

General and administrative expenses for thethree month periodendedSeptember30, 2008increased to $69,674from $61,230for thethree month periodendedSeptember30, 2007, an increase of14%.General and administrative expenses for theninemonth periodendedSeptember30, 2008 increased to $260,923from $191,220for theninemonth periodendedSeptember30, 2007, an increase        of36%.Theincreasesin general and administrative expenses over the comparative periodsareattributable toincreasesinconsulting and professional        fees.The Companyexpects that general and administrative expenses willdecrease slightlyover the next twelve months.

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Research and development expenses for thethree month periodendedSeptember30, 2008decreasedto        $4,454from $5,763for thethree month periodendedSeptember30, 2007, a decreaseof23%.Research and development expenses for theninemonth periodendedSeptember30, 2008 decreasedto $9,071from $10,725for theninemonth periodendedSeptember30, 2007, a decreaseof15%.Thedecreasesexpended uponresearch and developmentover the comparativeperiodsand the minimal amounts expended in all periods aredue to limited financial resources. The Company expects thatresearch and development expenseswill increase over the next twelve months subject to the availability of financial resources dedicated for these purposes.

Depreciation and amortization expenses for theninemonth periodsendedSeptember30, 2008and2007were $9,451and $2,527,respectively.

***Losses***

Net losses for the threemonth period endedSeptember30, 2008decreased to $82,849from $117,782for the threemonth period endedSeptember 30, 2007, a decrease of30%. Net losses for theninemonth period endedSeptember30, 2008 increased to $357,663from $278,240for        theninemonth period endedSeptember30, 2007, an increase of29%.Thedecreaseinnetlosses overthe comparativethree monthperiods isdue to theincrease in loss from operations that was mitigated by a decrease in interest expense.The increase innetlosses overthe comparative nine monthperiods is primarily due to the increase in lossesfrom operations that wasonlypartially mitigated by a decrease in interest expense.The Company expects to continue to incurnet lossesover the next twelve monthsthat will decreaseonlyas revenues increase.

 

******

***Income Tax Expense (Benefit)***

The Companyhas an income tax benefit resulting from net operating losses to offset any future operatingprofit. The net operating losscarry forwardsat December 31, 2007,consistedof approximately$5,140,000whichwillbegin to expire in the year 2019. The amount of net operating loss carry forwards that can be used in any one year can be limited by significant changes in the ownership of the Companyand        by the applicable tax laws which are in effect at the time such carry forwards are utilized.

 

******

***Impact of Inflation***

The Companybelieves that inflation has had a negligible effect on operations over the past three years. We believe that we can offset inflationary increases in the cost of materials and labor by increasing sales and improving operating efficiencies.         

***Capital Expenditures***

The Companymade no significant capital expenditures on property or equipment fortheninemonth periods endedSeptember30, 2008 or        2007.

 

****

***Liquidity and Capital Resources***

The Companyhad a working capital deficit of $1,263,270as ofSeptember30,        2008ascompared to a working capital deficit of $968,186as of December 31, 2007.OnSeptember30, 2008 the Company hadtotal current assets of $105,913which consisted of$28,009in cash,accounts receivableof $11,626and inventories of $66,278.The Company hadcurrent liabilities of $1,369,183whichincludednotes payable of $791,568,accounts payable of $350,311,andaccrued expenses of $226,425.

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Cash flowused inoperationsfor theninemonth periodendedSeptember30, 2008 was $2,617, as compared to $126,765for theninemonthsendedSeptember30, 2007.Thedecrease incash flowsprovided by operationsovertheninemonth periodscan be primarily attributedtothedecreasein accounts receivableand an increase in accrued expenses. The Companyexpects to continue tousecash flowinoperationsuntil it realizesnetprofits.

Cash flows used in investing activities was $443for theninemonth period        endedSeptember30, 2008as compared to $0for theninemonth        period endedSeptember30, 2007. The Company expects tousesmall amounts ofcash flow in investing activitiesin future periods.         

Cash flowprovided byfinancing activities was $31,069for theninemonth period endedSeptember30, 2008, as compared to$150,000 for theninemonths endedSeptember30, 2007.Cash flow provided byfinancing activities in thecurrent periodcan be attributed toan increase in notes payable. The Companyexpects to generatecash flow from financing activities in future periods.

Subsequent to the current nine month period, the Company adopted the“2008 Benefit Plan of ComCam International, Inc.” on October 23, 2008. Under the benefit plan, we may issue stock or grant optionstoacquire up to 250,000 shares of our common stock. The board of directors, at its own discretion,may issue stock or grant options toour employees andother individualswho render services to us, including consultants or advisors, provided that the services rendered are not in connection with the offer or sale of securities in a capital-raising transaction.Further, no stock may be issuedor option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for our stock. The Company granted 200,000 shares pursuant to the benefit plan subsequent tothecurrent nine month period. The benefit plan is        registered on Form S-8 with the Securities and Exchange Commission.

        We do not have sufficient current assets oroperational cash flow to meetourcurrentobligationsor satisfy cash needs over the next twelve monthsso we are in the process of pursuingdebt or equity financing to maintain        operations.Sources forsuch prospective financingmayconsist of loans from shareholders, the sale of common stock or other equity instruments, or loans from other sources.Although we havefundedourcash needs from inception from revenue, sales of our equity,and a series of debt transactionswe canprovide no assurance thatwewill be able to obtain the required financing.

The Companyhad no lines of credit or other bank financing arrangements.         The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors, except an employment agreement with its chief executive officer.

The Companyhas no current plans for the purchase or sale of any plant or equipment.

The Company currently has no employees and has no plans to hire any employees in the near future.

Since earnings, if any, will be reinvested in operations, the Company does not expect to pay cash dividends in the foreseeable future.         

***Off-******Balance Sheet Arrangements***

As ofSeptember30, 2008, the Company hasno significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of        operations, liquidity, capital expenditures, or capital resources that ismaterial to stockholders.

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***Going Concern***

The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $5,323,531as of December 31, 2007which increased to $5,681,194as ofSeptember30, 2008. Our ability to continue as a going concern is subject to the ability of the Company to obtain a profit and/or obtaining the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concernincludes (i) increasingrevenues;(ii) obtaining funding from private placement sources; (iii) obtainingfunding from the sale of the Company’s securities; (iv) obtaining loans from shareholders as necessary, and (v) converting outstanding debt to equity. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances        that such methods will prove successful.

***Critical Accounting Policies***

In Note 1 to the audited financial statements for the years ended December 31, 2007 and 2006, included inourForm 10-K, the Company discusses those accounting policies that are considered to be significant        in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States. The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an        on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

***Revenue Recognition***

We generaterevenue through the sale ofourproducts to the private, commercial, industrial and governmental sectors of the security industry. Revenue from product sales is recognized at the time the product is shipped and invoiced and collectibility is        reasonably assured. The Companybelieves that revenue should be recognized at the time of shipment as title passes to the customer at the time of shipment.

***Forward Looking Statements and Factors That May Affect Future Results and Financial Condition***

The statements contained in the section titled*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report,with the        exception of historical facts, are forward looking statements. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

|  | ·      | our anticipated financial performance and business plan; |
|--|----------------------------------------|----------------------------------------------------------|

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

|  | ·      | our ability to raise additional capital to fund cash requirements for future operations; |
|--|----------------------------------------|------------------------------------------------------------------------------------------|

|  | ·      | uncertainties related to the Company’s future business prospects; |
|--|----------------------------------------|-------------------------------------------------------------------------|

|  | ·      | our ability to generate revenues from future operations; |
|--|----------------------------------------|----------------------------------------------------------|

|  | ·      | the volatility of the stock market and; |
|--|----------------------------------------|-----------------------------------------|

|  | ·      | general economic conditions. |
|--|----------------------------------------|------------------------------|

|  |       |  |
|--|--------------------------------|--|

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We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled*Risk Factors*included elsewhere        in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.

***Stock-Based Compensation***

Wehaveadopted SFAS No. 123 (revised 2004) (SFAS No.        123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (Commission) issued Staff Accounting Bulletin (SAB) No. 107, which        provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value        of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted        stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.

**Prior to the adoption of SFAS No.123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of        SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.**

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair        market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

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***Recent Accounting Pronouncements***

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to        financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate        credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.         

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon        either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.”                 Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will adopt FSP APB 14-1 beginning in the        first quarter of 2009, and this standard must be applied on a retrospective basis. The Company is evaluating the impact the adoption of FSP APB 14-1 will have on itsfinancial position and results of operations.         

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental        entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Companydoesnot expect SFAS 162 to have a material impact on the preparation ofitsfinancial statements.

**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

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**ITEM 4T.     CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

        In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information        required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.         

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s        rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

***Changes in Internal Control over Financial Reporting***

 

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during theperiodendedSeptember 30, 2008, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

None.

**ITEM 1****A****.****     RISK FACTORS         **

Ourfuture operating results are highly uncertain. Before deciding toinvest in us or to maintain or increase your investment, you should carefullyconsider the risks described below, in addition to the other informationcontained in this quarterlyreport. If any of these risks actually occur, ourbusiness, financial condition or results of operations could be seriouslyharmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

**Risks Related t****o****the Company****’s Business**

*THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN IS IN QUESTION*

The Company’s auditors included anexplanatory statement in paragraph 4 of their report on ourfinancial statements for the years ended December 31, 2007 and 2006, stating that there are certain factors which raise substantial doubt about the Company’s ability to continue as a going concern. These factors include limited revenue generating activities in place, and losses since        inception.

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*THE COMPANY HAS A HISTORY OF LOSSES AND MAY INCUR LOSSES FOR THE FORESEEABLE FUTURE*

The Company had an accumulated deficit of $5,323,531 as of December 31, 2007, which increased to $5,681,194atSeptember30, 2008. We do not expect to achieve profitability in the next twelve months and can provide no assurances that we will ever achieve profitability or in the event that we do achieve profitability that we will be able to sustain that profitability over time.

*IF THE COMPANY DOES NOT GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE ITS BUSINESS, WE MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS*

As ofSeptember30, 2008, the Company had a working capital deficit of $1,263,270. We do not expect to generate sufficient cash flow from operations        to cover our expenditures until the end of 2009. Until the point at which cash flow from operationscanmatch expenditures we will have to obtain additional working capital from debt or equity placements to effectively continue our operations. However, we have no commitment for the provision of additional working capital. Should we be unable to secure        additional capital to cover our short fall in cash flow, such condition would cause us to reduce expenditures which could have a material adverse effect on our business.

*THE COMPANY MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS*

We have historically had difficulty producing our products because of cash flow shortages. Though we have recently resumed the production of our products, our future success depends in a significant part on our ability to evolve our hardware and software and to develop and introduce new products and technologies in response to market demands. If        adequate funds are not available, the Company’s ability to develop or enhance products and services or otherwise respond to competitive pressures would be significantly limited.

*THE VIDEO MONITORING SURVEILLANCE INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND THE COMPANY'S PRODUCTS COULD BECOME OBSOLETE AT ANY TIME*

Evolving technology, updated industry standards, and frequent new product and service introductions characterize the video surveillance market; our products could become obsolete at any time. Competitors could develop products similar to or better than our own, finish development of new technologies in advance of the Company’s research and        development, or be more successful at marketing new products, any of which factors may hurt our prospects for success.

*THE MARKET ACCEPTANCE OF THE COMPANY’S PRODUCTS IS CRITICAL TO THE COMPANY’S GROWTH*

The Company generates revenue from the design and sale of video surveillance systems; therefore, market acceptance of our products is critical. If our customers do not accept or purchase our products, then our revenue, cash flow and/or operating results will be negatively impacted.         

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*THE COMPANY COMPETES WITH LARGER AND BETTER-FINANCED CORPORATIONS*

Competition within the international market for fixed and mobile commercial video cameras and other equipment communication systems is intense. While the Company’s products are distinguished by next-generation innovations that are more sophisticated, flexible and cost effective than many competitive products currently in the market place, a        number of entities offer video surveillance systems, and new competitors may enter the market in the future. Some of our existing and potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do, including well known multi-national corporations like Sony and JVC.

*THE COMPANY IS LARGELY DEPENDENT UPON**FEW**CUSTOME**RS*We have in the past, and may in the future, lose our customers or a substantial portion of our business with one or more major customers. If we do not sell products toour existing customersin the quantities anticipated, or if our customers reduce or terminate theirrelationshipswith us, market perception of our products and technology, growth prospects, and financial condition and results of operations could be harmed. Any termination of our relationship withour largest customersor any othercustomerscould materially reduce our revenue.

*THE COMPANY DEPENDS UPON ONE MANUFACTURER AND LIMITED SOURCE SUPPLIERS*

Pennsylvania-based Strategic Manufacturing Technologies, Inc. currentlyprocuresourcomponents and manufacturesour video surveillance systems. Our components are purchased for us from such source        suppliers as Motorola, Inc., and Analog Devices, Inc. We anticipate that the Company will continue to depend upon one or few manufacturers,as well as a limited number of source suppliers,which dependence,reduces the level of control we have and exposes us to significant risks such as inadequate capacity, late delivery, substandard quality and higher prices, all of which        could adversely affect the Company’s business. We currently have no agreement with Strategic Manufacturing Technologies, Inc. for the manufacture of our video surveillance systems.

If our suppliers were unable to provide parts in the volumes needed or at an acceptable price, our manufacturer and the Company would have to identify and qualify acceptable replacements from alternative sources of supply. If the Company was unable to obtain these components in a timely        fashion, it would likely not be able to meet demand. Any disruption of either component procurement or manufacturing delays could adversely affect the Company’s results of operations.

*OUR CHIEF EXECUTIVE OFFICER MAY NOT BE ABLE TO OFFER HIS UNDIVIDED ATTENTION TO THE COMPANY         *

Don Gilbreath serves as our chief executive officer andalsoas the chief executive officer of ComCam, Inc. Mr. Gilbreath’s dual responsibilities cause him to divide his time between two corporations with disparate interests. Currently, Mr. Gilbreath devotes        significant time to the marketing of our products and services. However, ComCam, Inc. may increase its effort to seek out unrelated business opportunities in the technology sector,which pursuit will reduce the amount of time Mr. Gilbreath currently spends on the development of our business.

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*THE COMPANY’S SUCCESS DEPENDS ON THE COMPANY’S ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL*

The Company’s future success will depend substantially on the continued services and performance of Don Gilbreath and other key personnel. We have relatively few senior personnel, and so the loss of the services of Don Gilbreathor any other key employees could have a material adverse effect on the        Company’s business prospects, financial condition and results of operations. Our future success also depends on the Company’s ability to identify, attract, hire, train, retain and motivate technical, managerial and sales personnel. Competition for such personnel is intense, and we cannot assure that we will succeed in attracting and retaining such personnel. Our failure to attract and retain the necessary technical, managerial and sales personnel could have a material        adverse effect on our business prospects, financial condition and results of operations.

*MISAPPROPRIATION OF PROPRIETARY RIGHTS OR CLAIMS OF INFRINGEMENT OR LEGAL ACTIONS RELATED TO INTELLECTUAL PROPERTY COULD ADVERSELY IMPACT THE COMPANY'S FINANCIAL CONDITION*

The Company's success depends significantly on protecting proprietary technology. Despite the Company's efforts to protect its proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology or products. Monitoring unauthorized use of the Company's technology is difficult, and we cannot be certain that the        steps we have taken will prevent misappropriation of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

In addition, from time to time, third parties may assert patent, copyright, trademark and other intellectual property rights claims against us with respect to existing or future products or technology. If there is a successful claim of infringement and the Company fails or is unable to develop non-infringing technology or license the infringed or        similar technology on a timely basis, the Company's business and results of operations could be seriously harmed.

*THE COMPANY’S BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS*

International, national and local standards set by governmental regulatory authorities set the regulations by which communications are transmitted within and across respective territories. The Company's fixed and mobile digital video cameras and communication systems are subject to such regulation in addition to national, state and local        taxation. Our products may be required to meet Federal Communications Commission approval, specifically for Classes A & B of Part 15 for the telephone related applications of our hardware products. Although the Company successfully operates within current governmental regulations it is possible that regulatory changes could negatively impact our operations and cause us to diminish or cease operations.

*THE COMPANY’S PRODUCTS ARE SUBJECT TO ENVIRONMENTAL LAWS*

New hazardous materials restrictions have been and are being sought in numerous jurisdictions worldwide. As these restrictions take effect, the Company may need to change the components it uses in certain key products. These components may be difficult to procure or more expensive than the components we currently use. As such, current and future        environmental regulations could negatively impact our operations.         

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**Risks Related to the Company’s Stock**

*THE COMPANY WILL NEED TO RAISE ADDITIONAL CAPITAL TO FUND OPERATIONS WHICH COULD ADVERSELY AFFECT OUR SHAREHOLDERS*

The Company will need to raise additional capital to fund operations until such time as our revenues match our expenditures. We expect that revenue will match expendituresat the end of 2009. Until the point at which cash flow from operationscanmatch expenditures we will have to realize up to $3,000,000in additional capital for operations. Capital realized would be used for research and development expenses, marketing costs and general and administrative expenses. However, we have no commitment from any source of financing to provide us with this necessary additional capital. Should we secure a commitment to provide us with capital such commitment may obligate        us to issue additional shares of the Company’s common stock or warrants or other rights to acquire common stock which will result in dilution to existing shareholders. Nonetheless, if we are unable to obtain additional capital, then we will need to restrict or even cease operations, which action would adversely affect our shareholders.

*We**incur significant expenses as a result of being**REGISTERED WITH THE COMMISSION**, which**EXPENSES**negatively impact our financial performance.*

We incursignificant legal, accounting and other expenses as aresult ofbeing registered pursuant to the Exchange Act of 1934, as amended, that requires continuous disclosure with the Commission. In addition we incur significant expenses in connection        with compliance with theSarbanes-Oxley Act of 2002, as well asotherrelated rules implemented by the Commission. We expect that compliance with these laws, rules and regulations, may substantially increase our expenses, and make some activities more time-consuming and costly. As a result, there may besubstantial increasesin legal, accounting and certain other expenses in the future, which willnegatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

*TH**E COMPANY’S STOCK PRICE IS**VOLATILE*

Themarket pricefor our common stock issubject to significant volatility and trading volumes arelow.Factors affectingthe        Company’s market price couldinclude:         

|  | ·      | the Company’s perceived prospects; |
|--|----------------------------------------|------------------------------------------|

|  | ·      | negative variances in our operating results, and achievement of key business targets; |
|--|----------------------------------------|---------------------------------------------------------------------------------------|

|  | ·      | limited trading volume in shares of the Company’s common stock in the public market; |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | sales or purchases of large blocks of our stock; |
|--|----------------------------------------|--------------------------------------------------|

|  | ·      | changes in, or the Company’s failure to meet, earnings estimates; |
|--|----------------------------------------|-------------------------------------------------------------------------|

|  | ·      | changes in securities analysts’ buy/sell recommendations; |
|--|----------------------------------------|-----------------------------------------------------------------|

|  | ·      | differences between our reported results and those expected by investors and securities analysts; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------|

|  | ·      | announcements of new contracts by the Company or our competitors; |
|--|----------------------------------------|-------------------------------------------------------------------|

|  | ·      | announcements of legal claims against us; |
|--|----------------------------------------|-------------------------------------------|

|  | ·      | market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors; |
|--|----------------------------------------|------------------------------------------------------------------------------------------------------------------|

|  | ·      | developments in the financial markets; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | general economic, political or stock market conditions. |
|--|----------------------------------------|---------------------------------------------------------|

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In addition, ourstock price may fluctuate in ways unrelated or disproportionate to our operating performance. The general economic, political and stock market conditions that may affect the market price of the Company’s common stock are beyond our control. The market price of the Company’s common        stock at any particular time may not remain the market price in the future. In the past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.         

*OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING MAY NOT BE CONSIDERED EFFECTIVE IN THE FUTURE, WHICH COULD RESULT IN A LOSS OF INVESTOR CONFIDENCE IN OUR FINANCIAL REPORTS AND IN TU**RN HAVE**AN ADVERSE EFFECT ON OUR**STOCK PRICE.*

        Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material        weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause any futurestock price to decline.

**ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES****AND USE OF PROCEEDS**         

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.         

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

None.         

**ITEM 5.     OTHER INFORMATION         **

On September 8, 2008 the Company’s common stock obtained a quotation on the Over the Counter Bulletin Board under the stock symbol “CMCJ”.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed inthe Index to Exhibits on page26of this Form 10-Q, and are incorporated herein by this        reference.

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**SIGNATURES**

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

***ComCam******International******, Inc.***

/s/ Don Gilbreath                         November 13, 2008

Don Gilbreath                         

Chief Executive Officer, Chief Financial Officer,and Principal Accounting Officer

                    

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**EXHIBITS**

***Exhibit     Description***

| 3 (i)*   | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Form 10-SB/A filed with the Commission on June 26, 2006).                                                                              |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3 (ii)*  | Bylaws of the Company (incorporated by reference to the Form 10-SB/A filed with the Commission on June 26, 2006).                                                                                                                         |
| 10 (i)*  | Employment Agreement between the Company, ComCam, Inc. and Don Gilbreath dated June 22, 2005 (incorporated by reference to the Form 10-SB/A filed with the Commission on June 26, 2006).                                                  |
| 10 (ii)* | Joinder, Amendment and Consent Agreement between ComCam, Inc., ComCam International, Inc. and HNI, LLC dated September 28, 2007 (incorporated by reference to the Form 10-QSB filed with the Commission on November 14, 2007).            |
| 10(iii)* | Amendment Agreement dated February 14, 2008 (incorporated by reference to the Form 10-K filed with the Commission on April 14, 2008).                                                                                                     |
| 14*      | Code of Ethics adopted March 24, 2008 (incorporated by reference to the Form 10-K filed with the Commission on April 14, 2008).                                                                                                           |
| 31       | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached). |
| 32       | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).                                              |

      *      Incorporated by reference to previous filings of the Company.

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