**UNITED STATES**

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

*(Mark One)*

þ     Quarterly report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **March 31,        2009**.

o     Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

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

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

(Exact name of registrantas 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 the registrant: (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: Yes        oNo þ.

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 filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

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

At January 26, 2010the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was6,922,640.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008   4   Unaudited Statements of Operations for the three month periods ended March 31, 2009 and March 31, 2008   5   Unaudited Statements of Cash Flows for the three month periods ended March 31, 2009 and March 31, 2008  6   Notes to Unaudited Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  12  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  20  **ITEM 4T.  Controls and Procedures**  20                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  21  **ITEM 1A.  Risk Factors**  21  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  26  **ITEM 3.     Defaults upon Senior Securities**  26  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  26  **ITEM 5.     Other Information**  26  **ITEM 6.     Exhibits**  26  **Signatures**  27 **Index to Exhibits**  28 **
**            2        **

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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                                        |
|                                                  |
|                                                  |   | March 31, |   | December 31, |
|                                                  |   | 2009 |   | 2008 |
| ASSETS                                                |   | (Unaudited) |   | (Audited) |
|                                                  |   |   |   |   |
| Current assets:                                       |   |   |   |   |
| Cash and cash equivalents                             | $ | 6,812 |   | 1,024 |
| Related party receivable                              |   | 8,470 |   | - |
|                                                  |   |   |   |   |
| Total current assets                                  |   | 15,282 |   | 1,024 |
|                                                  |   |   |   |   |
| Property and equipment, net                           |   | 111,829 |   | 115,000 |
| Other assets                                          |   | 2,106 |   | 2,106 |
|                                                  |   |   |   |   |
| Total assets                                          | $ | 129,217 |   | 118,130 |
|                                                  |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' DEFICIT                 |   |   |   |   |
|                                                  |   |   |   |   |
| Current liabilities:                                  |   |   |   |   |
| Accounts payable                                      | $ | 362,211 |   | 348,710 |
| Accrued expenses                                      |   | 327,101 |   | 277,234 |
| Related party payables                                |   | - |   | 2,120 |
| Notes payable                                         |   | 791,568 |   | 791,568 |
|                                                  |   |   |   |   |
| Total current liabilities                             |   | 1,480,880 |   | 1,419,632 |
|                                                  |   |   |   |   |
| 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, 3,848,354 and 3,608,354 shares issued and |   |   |   |   |
| outstanding, respectively                             |   | 385 |   | 361 |
| Additional paid-in capital                            |   | 4,564,816 |   | 4,547,840 |
| Accumulated deficit                                   |   | (5,916,864) |   | (5,849,703) |
|                                                  |   |   |   |   |
| Total stockholders' deficit                           |   | (1,351,663) |   | (1,301,502) |
|                                                  |   |   |   |   |
| Total liabilities and stockholders' deficit           | $ | 129,217 |   | 118,130 |

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 March 31, 2009 and 2008          |
|                                                |   |   |   |   |
|                                                |   | 2009 |   | 2008 |
|                                                |   |   |   |   |
| Revenues, net                                       | $ | 6,710 |   | 3,134 |
| Cost of revenues                                    |   | - |   | 1,381 |
|                                                |   |   |   |   |
| Gross profit                                        |   | 6,710 |   | 1,753 |
|                                                |   |   |   |   |
| Operating expenses:                                 |   |   |   |   |
| General and administrative expenses                 |   | 52,161 |   | 139,618 |
| Research and development expenses                   |   | - |   | 4,598 |
|                                                |   |   |   |   |
|                                                |   | 52,161 |   | 144,216 |
|                                                |   |   |   |   |
| Loss from operations                                |   | (45,451) |   | (142,463) |
|                                                |   |   |   |   |
| Other income (expense):                             |   |   |   |   |
| Interest income                                     |   | - |   | 194 |
| Interest expense                                    |   | (21,710) |   | (30,015) |
| Gain on embedded derivative liability               |   | - |   | 16,405 |
|                                                |   |   |   |   |
|                                                |   | (21,710) |   | (13,416) |
|                                                |   |   |   |   |
| Loss before provision for income taxes              |   | (67,161) |   | (155,879) |
|                                                |   |   |   |   |
| Provision for income taxes                          |   | - |   | - |
|                                                |   |   |   |   |
| Net loss                                            | $ | (67,161) |   | (155,879) |
|                                                |   |   |   |   |
| Net loss per common share - basic and diluted       | $ | (0.02) |   | (0.05) |
|                                                |   |   |   |   |
| Weighted average common and commonequivalent shares |   | 3,696,354 |   | 3,408,354 |

The accompanying notes are an integral part of these financial statements

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| COMCAM INTERNATIONAL, INC.                                |
|-----------------------------------------------------------|
| UNAUDITED STATEMENTS OF CASH FLOWS                        |
| Three Months Ended March 31, 2009 and 2008                |
|                                                      |   |   |   |   |
|                                                      |   | 2009 |   | 2008 |
| Cash flows from operating activities:                     |   |   |   |   |
| Net loss                                                  | $ | (67,161) |   | (155,879) |
| Adjustments to reconcile net loss to net cash provided by |   |   |   |   |
| (used in) operating activities:                           |   |   |   |   |
| Depreciation and amortization                             |   | 3,171 |   | 3,134 |
| Accretion - debenture interest expense                    |   | - |   | 14,135 |
| Gain on embedded derivative                               |   | - |   | (16,405) |
| (Increase) decrease in:                                   |   |   |   |   |
| Accounts receivable                                       |   | - |   | 184,004 |
| Related party receivable                                  |   | (8,470) |   | - |
| Increase (decrease) in:                                   |   |   |   |   |
| Accounts payable                                          |   | 13,501 |   | (19,302) |
| Accrued expenses                                          |   | 49,867 |   | 43,050 |
| Related party payable                                     |   | (2,120) |   | - |
|                                                      |   |   |   |   |
| Net cash provided by (used in) operating activities       |   | (11,212) |   | 52,737 |
|                                                      |   |   |   |   |
| Cash flows from investing activities:                     |   | - |   | - |
|                                                      |   |   |   |   |
| Cash flows from financing activities:                     |   |   |   |   |
| Checks in excess of cash                                  |   | - |   | (38,931) |
| Issuance of common stock                                  |   | 17,000 |   | - |
|                                                      |   |   |   |   |
| Net cash provided by (used in) financing activities       |   | 17,000 |   | (38,931) |
|                                                      |   |   |   |   |
| Net increase in cash                                      |   | 5,788 |   | 13,806 |
|                                                      |   |   |   |   |
| Cash, beginning of period                                 |   | 1,024 |   | - |
|                                                      |   |   |   |   |
| Cash, end of period                                       | $ | 6,812 |   | 13,806 |

The accompanying notes are an integral part of these financial statements

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 COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

**Note 1 – Basis of Presentation**

The accompanying unaudited financial statements of Comcam International, Inc. (the “Company”) 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 for the year ended December 31, 2008filed with the Securities and Exchange Commission. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operations are not necessarily indicative of the results to be expected for the full year ended December 31, 2009.

Note 2 – Additional Footnotes Included By Reference

Except as indicated in the following Notes, 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, 2008 filed with the Securities and Exchange Commission. Therefore, those footnotes are included herein by        reference.

Note 3 – Going Concern          

As of March 31, 2009 the Company’s revenue generating activities are not in placeand 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 financing to expand marketing efforts and product development. There can be no assurance that such funds will be available to the Company nor that the marketing and product development efforts will be successful.                    

Note 4 – Related Party Receivable         The related party receivable consists of $8,470 from ComCam, Inc., a company thatat the period ended March 31, 2009hadsimilar management as the Company. The receivable is non-interest bearing, due on demand, and unsecured.                    

Note 5 – Related Party Transactions         An employment agreement exists between the Company and Don Gilbreath, an executive and director of the Company.Pursuant to the agreement, during the three months ended March 31, 2009 and 2008 the Company recognized payroll expense of approximately $25,000.                   Accrued expenses on the balance sheets as of March 31, 2009 and 2008 include unpaid wages due to Mr. Gilbreath of approximately $125,000 and $25,000, respectively.

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

Note 6 – Common Stock          

In February 2009, the Company issued 240,000 shares of common stock in exchange for $17,000 in cash.

Note 7 – Subsequent EventsThe Company evaluated subsequent events from the balance sheet date through January 22, 2010.                   In December 2009, the Company acquired all of the outstanding shares of Pinnacle Integrated Systems, Inc.(d/b/a P2 ABC Controls, referred to herein as “P2”) pursuant to the terms and conditions of a Share Purchase Agreement in exchange for 300,000 shares of the Company’s common stock and a promissory note in the amount of $1,000,000 to be paid by June 15, 2010 in five equal payments of $200,000 that is secured by the shares of P2        and its business assets. The initial payment is due February 15, 2010.          

In October 2009 Park Valley Associates II, LP filed a Writ of Execution in the Court of Common Pleas of Delaware County, Pennsylvania, Case #08-016724 against the Company in order to garnish its bank accounts charging a balance due of $191,827 and costs of $9,591 in connection with the Company’s failure to pay rent. The Company is in        negotiations with counsel for Park Valley Associates II, LP to settle the outstanding amount due and has paid $25,000 to date.

In August 2009, the Company borrowed $35,000 from a stockholder, and then lent $35,000 to a vendor with the same terms as the amount borrowed from the stockholder. The terms, as amended, are for the $35,000 to be repaid by March 3, 2010 along with $5,000 interest. On December 3, 2009, the vendor paid $5,000 in interest directly to the Company's        stockholder, based on the original terms of the agreement.

In July 2009, the Company issued an Amended and Restated Debenture to HNI, LLC (“HNI”) in the principal amount of $151,185 that amended and restated a Secured Debenture with a maturity date of February 14, 2007, as amended on September 28, 2007 and February 14, 2008 in consideration for HNI’s sale and assignment of certain        assets to the Company. Pursuant to the terms of the Amended and Restated Debenture the Company was to commence monthly payments on September 1, 2009 of $13,081 until such time as the principal amount and accrued interest was satisfied in full. The Company has failed to make any payments pursuant to the Amended and Restated Debenture and the agreement is currently in default.         

In June 2009, the Company issued 100,000 shares of common stock in exchange for the $25,000 note payable and related accrued interest payable of approximately $10,000 owed to Robert Emmet as of that date.                  In addition to the common stock transactions described above, subsequent to March 31, 2009, the Company has issued 1,450,000 shares of common stock in exchange for services rendered of $104,000, 1,074,286 shares of common stock in exchange for cash of $248,000, and 150,000 shares of common stock in exchange for accounts payable of $10,500.

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

Note 8– Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update(ASU)2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the        decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or        annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU2010-02 to have a material effect on the financial position, results of operations,or cash flows of the Company.                  In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260 for interim and annual        periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations,or cash flows of the Company.                  In December 2009, the FASB issued ASU2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This ASUamends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)                  In December 2009, the FASB issued ASU2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This ASUamends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)                  In October 2009, the FASB issued ASU2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASUamends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.) 

In October 2009, the FASB issued ASU2009-14, Software (Topic 985): Certain Revenue Arrangements That IncludeSoftware Elements. This ASUchanged the accounting model for revenue arrangements that include both tangible products and software elementsfor revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations,or cash flows of the Company.          

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

Note 8– Recent Accounting Pronouncements(continued)

In October 2009, the FASB issued ASU2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more        circumstances that under existing US GAAP. This ASUhas eliminated that residual method of allocation for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations,or cash flows of the Company.                  In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASUprovides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early        application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.          

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1, clarifythe accounting treatment and        disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effectivefor fiscal years that beginon or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope for share-lending        arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations,or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as        the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification carriesthe same level of authority and the GAAP hierarchy will be modified to        include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 has had no material effect on the Company’s financial condition or results of operation.         

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COMCAMINTERNATIONAL, INC.            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and require an enterprise to        perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 iseffective as of the beginning of the first fiscal year that begins after November 15, 2009, early        adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.          

In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This        statement removes the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the        FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. 

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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 this quarterly 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 information presented herein is based on the threemonthperiod ended March 31, 2009. 

**The Company**

***Summary         ***

The Company develops network video solutions and network fusion technologies forU.S. government agencies, Fortune 500 companies, research facilities, original equipment manufacturers and systems integrators worldwidethat utilize proprietary digital wireless        camera/management systems.We also offer technical services in support of our products.         

Our digital wireless camera/management systems managecomplex command-and-control applicationsthat areequipped with real timeinteractivecapabilitiesforrapid deployment inmilitaryor civilianinstancesto borders, ports, airports and detention facilities. We apply our next generation technologyto existing security systems by seamlesslyintegratinga suite of analytics, including third-party security solutions**,**access control, biometrics, radio frequency identification (RFID), chemical detection and seismic detection, to improve real-time decision-making for critical events over any wireless network.                  On its own or working with prime government contractors like DRS, Motorola, Siemens, and other strategic partners, the Company’s products are deployed in such diverse locales as JFK airport in New York City, isolated sections of the Texas-Mexico border, and remote mountain passes in Afghanistan.          

***Intellectual Property***

The Company’s intellectual capital includes patentsand a library of proprietary hardware and software implemented through the sale or licensing of: i) intelligent camera and micro-server devices, ii) a suite of software and software toolkits for command & control, mobile display, and storage/data management, and        iii) specialized "Intelligent Video Analysis" software applications using biometrics, sensors, motion detection/tracking, access control, and other functions. 

Our patents are referenced as 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.”

The Company’s video networking system is comprised of proprietary hardware (namely “COMCAM Series 10” cameras and micro-servers) and software (including the “C3” and “Pocket C3”), and other components that are programmable and can be reconfigured to integrate a wide variety of complementary applications.

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All of our products use flexible viewer/recorder software that runs on PCs, handheld personal digital assistants (“PDAs”), and cell phones. The operating platform is a hardware and software solution which can integrate old-style analog systems with next-generation IP surveillance/security applications.

***Development Objectives***

The target for our next-generation video products, solutions, and services is the growing global market for fixed and mobile security applications over a wide range of uses. In addition to the homeland security market, applications exist in telemedicine, transportation monitoring, process control and customized solutions in high-margin specialty and mass-market sectors within        corporate, government, and residential markets.

***Subsequent Event***

DuringDecember of 2009, the Company acquired Pinnacle Integrated Systems, Inc.(“Pinnacle”), asecurity systems integrator focused on correctional facilities across the United States that providesturnkey system design and installation, maintenance contracts, and field support technicians. 

**Discussion and Analysis**

Our financial condition and results of operations depend primarily on revenue generated from the sale of our products and by providing specialized services. In addition, our financial condition is tied to our ability to realize additional debt or equity financing in combination with stability in administrative expenses. There can be no assurance        that an increase in sales of our products or any other sources of revenue will provide sufficient cash flows in the near term to sustain our operations and we have no commitments for additional debt or equity financing. Since the Company does not expect to generate sufficient cash flow in the short term, we are currently seeking financing as a means to bridge the gap between operational losses and expenses. Ouroperations will require between        $500,000 and $1,000,000 in outside funding over the next twelvemonths. We can provide no assurance that our efforts will be successful.                 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. We have a limited history of generating revenue which cannot be viewed as an indication of continued growth and a historical record of incurring losses. Should we be unable to consistently generate revenue and reduce or stabilize expenses on a consolidated basis to 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 thethreemonth period ended March 31, 2009 we were engaged 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 the three month periodended March31, 2009increasedto $6,710from $3,134for the three        monthperiod ended March 31, 2008, an increase of 114%. Revenue in the current periodis currently limited due toourinability tobondcontractsor manufacture products due to funding constraints. We        expectrevenue to increase over the next twelve months if sufficientresources become available to facilitatethebondingof contractsand the manufacture of our proprietary products for market. 

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Cost of revenue for the three month period ended March 31, 2009 decreased to $0from $1,381 for the three month period ended March31, 2008. We had no cost of revenue in the current three month period over the comparative period since revenues were derived from the provision of technical        services as compared to the sale of products in the prior three month period. The Company expects to realize costs associated with revenue in connection with the manufacture of its products.

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

Gross profitfor the three month period ended March 31, 2009increased to$6,710from$1,753for the three month period ended March 31, 2008,        an increase of 283%. The increase in gross profit over the comparable three month periods is attributableto the absence of costs associated with revenuesin the current three month period. We expect that gross profits will decrease in the near term as the Company returns to the sale of manufactured products.

***Expenses***

Operating expenses for the three month period ended March 31, 2009 decreased to $52,161from $144,216for the three month period ended March 31, 2008, a decrease of 64%. The changein operating expenses over the comparative periods is attributable        toa decrease ingeneral and administrative expensesfrom $139,618 to $52,161anda decrease inresearch and development expensesfrom $4,598 to $0. We expectthat operating expenses willincrease over the next twelve monthsas management seeks to expand business operations. 

Depreciation and amortization expenses for the three month periodsended March 31, 2009 and 2008 were $3,171 and $3,134, respectively.

***Other Expenses***         

Losses from other income and expenses for the three month period ended March 31, 2009 increased to $21,710 from $13,416 for the three month period ended March 31, 2008, an increase of 62%. Losses related to interest expense in the three month period ended March 31, 2008 were primarily offset by a gain of $16,405 that was realized as the result of an embedded        derivative liability. Therefore, despite the decrease in interest expenses over the three month period ended March 31, 2009 the absence of any mitigating income caused losses from other expenses to increase. The Company expects that losses from other expenseswill actually decreaseover the next twelve months as management strives to reduce debt.

***Net******Losses***

Net losses for the three month period ended March 31, 2009 decreased to $67,161from $155,879 for the three month period ended March 31, 2008, a decrease of 57%. The decrease in losses over the comparative periods is primarily due to the decrease in general and administrative expenses in the three month period ended March 31,        2009. We expectto continue to incur losses over the next twelve months.

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

The Company has an income tax benefit resulting from net operating losses to offset any future operating profit. The net operating loss carry forwards at March 31, 2009 was over $5,500,000 which will begin 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 Company and by the applicable tax laws which are in effect at the time such carry forwards are utilized.

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***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 for the threemonth periods ended March 31, 2009 or 2008.

****

***Liquidity and Capital Resources***

The Companyhad a working capital deficit of $1,465,598as of March 31, 2009.          The Company hadcurrent assets of$15,282and total assets of $129,217 as of March 31, 2009. Current assets consistedof cash on hand and a related party receivable. Total assets included property and equipment. The Company had total current liabilities of$1,480,880as of March 31, 2009. Current liabilitiesincludednotes payable, accounts payable and accrued expenses.

Cash flow used in operations was $11,212 for the three month periodended March31, 2009as compared to cash flow provided by operations of $52,737for the three month periodended March31, 2008. The transition from cash flow provided by operations in the prior three month period to cash flow used in operations in the current three month period can be primarily attributed to the decrease in accounts receivable in the current three month period over the comparable three month period. We expectto continue to use cash flow in operating activities over the        near term. 

Cash flowused in investing activities was $0for the three month periods ended March 31, 2009 and 2008.The Company expects to use cash flow in investing activities in future periods.         

Cash flow provided by financing activities was $17,000for the three month periodended March 31, 2009 as compared tocash flow used in financing activities of$38,931for the three month periodended March 31, 2008. Cash flow provided by financing activities forthe three month periodended March 31, 2009 isattributabletothe issuance of common stock for cash.We        expectto generate additional cash flow from financing activities in the near term.          

We do not have sufficient current assets oroperational cash flow to meet our current obligations or satisfy cash needs over the next twelve months so we are in the process of pursuing debt or equity financing to maintain operations.Sources for such prospective        financingmay consist of loans from shareholders, the sale of common stock or other equity instruments, or loans from other sources. Although we have funded ourcash needs from inception from revenue, sales of our equity, and a series of debt transactions we can provide no assurance that wewill be able to obtain the required financing. 

 

The Company hasno lines of credit or other bank financing arrangements.          The Company has no commitments for future capital expenditures that were material at March 31, 2009.          

The Company has entered an employment agreement with Don Gilbreath that provides for a five year term, effective June, 2005, that includes a monthly fee and the right to participate in the Company’s Benefit Plan.

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The Companyhasadopted the 2008 Benefit Plan of ComCam International, Inc. registered under Form S-8 pursuant to which it can issue or option up to 250,000 shares of its common stockto employees, directors, officers, consultants or        advisors on the terms and conditions set forth therein. As of March 31, 2009,200,000 shares had been issued to a consultant as payment for accounts payable related to consulting services.

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

The Companyhas no current plans to make any changes in the number of employees. 

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 of March 31, 2009the 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 is material to stockholders.

***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 $5,849,703 as of December 31, 2008that hadincreased to $5,916,864 as of March 31, 2009. 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 concern, includes (i) realization of increased revenues from the Company’s sales (ii) obtaining funding from private placement sources; (iii) obtaining additional funding 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, 2008 and 2007, included in our Form 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.

***           ***

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***Revenue Recognition***

We generaterevenue through the sale of our products 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. |
|--|----------------------------------------|------------------------------|

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 fromthose discussed or anticipatedincluding 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 toupdate 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***

**We have adopted Accounting Standards Codification Topic (“ASC”) 718, formerly SFAS No.123) (revised 2004) (SFAS No. 123R), Share-Based-Payment, which addresses the accounting for stock-based payment transactions in which an enterprisereceives employee services in exchange for (a) equity instruments of the enterpriseor (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.         **

We account for equity instruments issued in exchange for the receipt of goods or services from other than employeesin accordance with ASC 505. 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.

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***Recent Accounting Pronouncements***

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that        Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the        first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.                  In January 2010, the FASB issued ASU2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying        Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.                  In December 2009, the FASB issued ASU2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This ASUamends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below.)                  In December 2009, the FASB issued ASU2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This ASUamends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)                  In October 2009, the FASB issued ASU2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This ASUamends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below.) 

In October 2009, the FASB issued ASU 2009-14, Software (Topic 985): Certain Revenue Arrangements That IncludeSoftware Elements. This ASUchanged the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or        materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ASUhas eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

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In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASUprovides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its        equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.          

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1, clarifysthe accounting treatment and        disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effectivefor fiscal years that beginon or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or        after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as        the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification carriesthe same level of authority and the GAAP hierarchy will be modified to        include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 has had no material effect on the Company’s financial condition or results of operation.         

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and require an enterprise to        perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 iseffective as of the beginning of the first fiscal year that begins after November 15, 2009, early        adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.          

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In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This        statement removes the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the        FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. 

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

Not required.

**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 ineffective 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 theperiodendedMarch31, 2009that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

The Company was not party to any legal proceedings as of March 31, 2009.

On October 29, 2009 Park Valley Associates II, LP filed a Writ of Execution in the Court of Common Pleas of Delaware County, Pennsylvania, Case #08-016724 against the Company in order to garnish its bank accounts charging a balance due of $191,827 and costs of $9,591 in connection with the Company’s failure to pay rent for the use of the premises. The        Company is in negotiations with counsel for Park Valley Associates II, LP. to settle the outstanding amount due and has paid $25,000 to date. 

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

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our business, financial condition, and/or results of operations as well as the future trading price and/or the        value of our securities.

**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, 2008 and 2007, 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.

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

The Company had an accumulated deficit of $5,849,703 as of December 31, 2008, which increased to $5,916,864at March 31, 2009. 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 of March 31, 2009the Company had a working capital deficit of $1,465,598. We do not expect to generate sufficient cash flow from operations to cover our expenditures until the end of 2010. Until the point at which cash flow from operations match 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. 

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*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. 

*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 to our 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.

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

Pennsylvania-based Strategic Manufacturing Technologies, Inc. currently procuresour components 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.

*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. 

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*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.

**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 expenditures at the end of 2010. Until the point at which cash flow from operations can match expenditures we mayhave 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 incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002,as discussed in the following risk factor, hassubstantially increased our expenses, including legal and accounting costs, and madesome activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the        point of having a material adverse effect on our results of operations and financial condition.

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

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

|  | ·      | the Company’s perceived prospects; |
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|  | ·      | negative variances in our operating results, and achievement of key business targets; |
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|  | ·      | limited trading volume in shares of the Company’s common stock in the public market; |
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|  | ·      | sales or purchases of large blocks of our stock; |
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|  | ·      | changes in, or the Company’s failure to meet, earnings estimates; |
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|  | ·      | changes in securities analysts’ buy/sell recommendations; |
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|  | ·      | differences between our reported results and those expected by investors and securities analysts; |
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|  | ·      | announcements of new contracts by the Company or our competitors; |
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|  | ·      | announcements of legal claims against us; |
|--|----------------------------------------|-------------------------------------------|

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

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

In addition, our stock 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. 

*THE COMPANY’S STOCK IS A PENNY STOCK AND, THEREFORE, THE COMPANY’S SHAREHOLDERS MAY FACE SIGNIFICANT RESTRICTIONS ON THEIR STOCK*

The Company’s stock differs from many stocks in that it is a "penny stock." The Commission defines a penny stock in Rule 3a51-1 of the Exchange Act as,generally speaking,those securities which are not listed on either NASDAQ or a national securities exchange and are        priced under $5, excluding securities of issuers that (a) have net tangible assets greater than $2 million if they have been in operation at least three years, (b) have net tangible assets greater than $5 million if in operation less than three years, or (c) average revenue of at least $6 million for the last three years. OTCBB securities are considered penny stocks unless they qualify for one of the exclusions.

The Commission has adopted a number of rules to regulate penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-9 under the Exchange Act. Since our securities constitute a "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may        further affect the ability of owners of shares to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer        spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. 

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Shareholders should be aware that, according to the Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:  

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*OUR INTERNAL CONTRO**LS OVER FINANCIAL REPORTING ARE NOT CONSIDERED EFFECTIVE**, WHICH**CONCLUSION MAY**RESULT IN A LOSS OF INVESTOR CONFIDENCE IN OUR FINANCIAL REPORTS AND IN        TURN 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. Since we are unable to assert that our internal controls are effective, our investors maylose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock 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         **

No matter was submitted to a vote of the security holders, through the solicitation of proxies or otherwise, during the quarter ended March31, 2009.

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed in the Index to Exhibits on page 28of 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                              January 26, 2010

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., the Companyand 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).

10 (iv)          Amended and Restated Debenture dated July 10, 2009 between the Company and HNI. 

10 (v) *          Share Purchase Agreement dated December30, 2009 (incorporated by reference to the Form 8-K filed with the Commission on December 31, 2009).

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 Officerpursuant 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 Officerand Chief Financial Officerpursuant 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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