UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
                                   (Mark One)
       [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
     and Exchange Act of 1934 for the fiscal year ended December 31, 2002 [
      ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      and Exchange Act of 1934 for the transition period from __________ to
          __________

                  Commission File Number: 1-15165
                                          -------

                                  COMCAM, INC.
               (Formerly Bullet Environmental Technologies, Inc.)
               --------------------------------------------------
           (Name of Small Business Issuer As Specified In Its Charter)

      Delaware                                 98-0208402
   (State or Other Jurisdiction of             (IRS Employer Identification No.)
  Incorporation or Organization)

             1140 McDermott Drive, West Chester, Pennsylvania 19380
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (610) 436-8029
                (Issuer's Telephone Number, Including Area Code)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

      Title of Each Class             Name of Exchange On Which Registered
 Common Stock ($0.0001 par value)                      None

 Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter period that the issuer was required to file such reports),  and
(2) has been subject to such filing requirement for the past 90 days.

 YES __T__            NO _____
                                 -----

          Check if there is no disclosure of delinquent filers in response to
          Item 405 of Regulation S-B contained in this form, and that no
          disclosure will be contained, to the best of registrant's knowledge,
          in definitive proxy or information statements incorporated by
          reference in Part III of this Form 10-KSB or any amendment to this
          Form 10-KSB. [ ]

          Registrant's revenues for its most recent fiscal year were $161,801.

          The aggregate market value of the registrant's common stock (the only
          class of voting stock), held by non-affiliates was approximately $
          1,394,544 based on the average closing bid and ask price for the
          common stock on April 11, 2003.

          As of April 11, 2003 there were 8,819,402 shares outstanding of the
registrant's common stock.





<PAGE>



                                TABLE OF CONTENTS





<TABLE>
<CAPTION>
<S><C>

PART I
  Item 1.          Description of Business                                                                     2
  Item 2.          Description of Property                                                                     4
  Item 3.          Legal Proceedings                                                                           4
  Item 4.          Submission of Matters to a Vote of Security Holders                                         5



PART II
  Item 5.          Market for Common Equity and Related Stockholder Matters                                    5
  Item 6.          Management's Discussion and Analysis                                                        6
  Item 7.          Financial Statements                                                                        8
  Item 8.          Changes in and Disagreements with Accountants on Accounting and                             9
                   Financial Disclosure



PART III
  Item 9.          Directors, Executive Officers, Promoters and Control Persons;                               9
                   Compliance With Section 16(a) of the Exchange Act.
  Item 10.         Executive Compensation                                                                     11
  Item 11.         Security Ownership of Certain Beneficial Owners and Management                             12
  Item 12.         Certain Relationships and Related Transactions                                             13
  Item 13.         Exhibits and Reports on Form 8-K                                                           14
  Item 14.         Disclosures and Procedures                                                                 14


SIGNATURES                                                                                                    15

                                  EXHIBITS 17


                                                       1



<PAGE>



                                                      PART I



Item 1.  DESCRIPTION OF BUSINESS



General



As used herein, the term "Company" refers to ComCam, Inc., a Delaware
corporation and its subsidiaries and predecessors, unless the context indicates
otherwise.



The Company was originally incorporated under the laws of the State of Delaware
on December 18, 1997 under the name of "Innovin Development Corporation". On
March 5, 1998, in anticipation of going into the mining business, the Company
amended its Certificate of Incorporation to change its name to, "Anglo-Sierra
Resources Corp". On March 15, 1999, in order to reflect our plan to market
certain waste treatment technology under the trade name "Bullet", the Company
amended its Certificate of Incorporation to change its name to, "Bullet
Environmental Technologies, Inc." The Company's name was changed to ComCam, Inc.
on June 3, 2002 to reflect the acquisition of ComCam International, Inc. as a
majority owned subsidiary ("ComCam").



On May 30, 2002, the Company acquired ComCam, a Delaware corporation that had
developed a proprietary technology for video and other information compression
over low bandwidth wireless and traditional networks. Pursuant to the terms of a
stock exchange agreement, the Company issued to the shareholders of ComCam
2,285,969 shares of the Company's restricted common stock on a pro rata basis,
granted 551,250 purchase warrants with an exercise price of $1.50 to certain
shareholders of ComCam that held share purchase warrants in ComCam and reserved
2,250,000 shares of the Company's restricted common stock for future issuance to
the original shareholders of ComCam pro rata, on the basis of three shares of
the Company's common stock for each $1.00 of earnings from operations for each
fiscal year, over a period of three years, in exchange for all the issued and
outstanding shares and share purchase warrants of ComCam. The 551,250 share
purchase warrants expired unexercised on December 31, 2002.


Business

The Company is a leading developer and new market enabler of addressable digital
video and telemetric network devices. The Company has created a unique product
platform that is programmable and reconfigurable as a variety of devices. The
Company gains revenue from product sales; licensing its core proprietary
hardware and software technologies to OEMs, VARs, and third party developers;
and continually market testing subscription based services for pricing models
and acceptance. These products have been deployed world wide to illustrate this
point.

The Company develops and provides 1) intelligent camera devices as finished
goods, modules, or under license; 2) software and software toolkits as finished
goods, bundles, or under license, and 3) back-end storage, redirection, and
portal viewing technology as part of its products and services.

The Company's sophisticated system and innovative video compression technology
are built directly into the camera, providing high quality video with low
bandwith requirements. The Company's IDNC-10 "client-server-in-a-camera" series
offers a "smart feature set" and capabilities such as motion detection and
biometric analysis, including facial and thumbprint recognition not found in any
camera currently on the market. The Company's compressed video images and other
data can be stored at the camera or transmitted immediately over any network,
fixed or wireless, to devices using any format, including cell phones, personal
digital devices, personal computers, laptops and servers.

                                        2



<PAGE>



The compressed video images and other data can be stored at the camera or
transmitted immediately over any network, fixed or wireless, to devices using
any data format, including cell phones, personal digital devices, personal
computers, laptops and servers. The Company's design flexibility enables use
across licensed and unlicensed radio standards, thus permitting deployment of
Company products to nearly 100 countries including the U.S., Japan and the
European community. In addition to video applications, the Company's products
can be integrated with motion detection devices and biometric products,
including facial and thumbprint recognition. The Company's
"client-server-in-a-camera's", superior technology, is more cost effective than
any other similar device on the market today and can be purchased for under
$1,000 per unit in many cases.

The  international  commercial  market for fixed and mobile video  cameras - in
particular,  digital  cameras - is complex,  fragmented,  and  growing  rapidly.
According  to recent  studies  by J.P.  Freeman  Co. and Frost &  Sullivan,  the
commercial  camera market for security,  surveillance and other functions can be
estimated at over $3 billion by 2004 in the U.S. alone.

The Company is exploiting three revenue streams: 1) sale of its ComCam-10 Series
of cameras and servers through direct and indirect distribution; 2) licensing of
core technology to third parties; and 3) fees from providing full back-end
support and ongoing subscription services.

The Company's distribution strategy is based, in part, on a two-step
international reseller plan. This plan initially concentrates on the security
and monitoring market sectors, and specifically higher margin commercial and
government markets. The Company will then work with pre-qualified distributors,
value- added resellers, and system integrators who have a proven end-user
customer base. The Company believes it can transition to mass market after
stabilizing current vertical market opportunities.

The Company is pursuing patent applications regarding original system designs
and software modules. Trademarks, registration applications and product names
are also being pursued for the Company. The Company conducts its principal
engineering activities, including electrical design, computer board layouts and
software development at the Company's headquarters and uses outside
manufacturers for the mass-production of its cameras. Casework and lenses are
outsourced, while technology improvements are conducted internally. Specialty
items and unique upgrades are also developed and manufactured in- house. The
Company believes it can transition to the mass market after stabilizing the
current opportunities in the vertical market sector and distilling the setup
complexities for the average consumer. The Company continues to assemble a
domestic and international network of distributors and resellers currently
representing 11 countries. Development efforts for leading U.S. government
agencies include the Department of Defense, the Federal Bureau of Investigation,
and the Department of the Interior. Overseas, the Company works steadily with
Toshiba Japan, Sanyo Japan, and COBRA electronics, Germany, among others.
Government Regulation
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. The Company is required to Federal
Communications Commission approval, specifically for Class A, B and Part 15 for
the telephone related applications of its hardware products. The Company's
German manufacturer is in the process of obtaining these approvals. The Company
has successfully operated within present governmental regulations in various
jurisdictions and is confident that any changes in governmental regulations can
be met in relation to its core technology. Competition Competition within the
international market for fixed and mobile commercial video cameras and other
equipment communication systems is intense. While there is no dominant
technological or business leader, there are many companies with greater
financial resources and more established distribution channels than the Company.
However, the Company is bringing to market a highly competitive video camera
system that

                                        3



<PAGE>



meets the requirements of both the commercial wired and wireless end-users. Most
importantly, offering a fully functional, compact wireless system opens new
market opportunities for mobile and wearable deployment. The Company's products
are distinguished by next-generation innovations that are more sophisticated,
flexible and cost effective than competitive products currently in the market
place. Employees The Company is a development stage company and currently has no
employees. Our executive officer devotes as much time to the affairs of the
Company as he deems appropriate. Management of the Company uses consultants,
attorneys, and accountants as necessary, and does not anticipate a need to
engage any full- time employees. The Company currently engages eight (8)
individuals as consultants. The need for full time employees and their
availability will be addressed once management believes the Company's business
plan to be fully funded.
Reports to Security Holders
The Company is not required to deliver an annual report to security holders and
will not voluntarily deliver a copy of the annual report to the security
holders. Should the Company choose to create an annual report, it will contain
audited financial statements. The Company files all of its required information
with the Commission.
The public may read and copy any materials that are filed by the Company with
the Commission at the Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC- 0330. The
statements and forms filed by the Company with the Commission have been filed
electronically and are available for viewing or copy on the Commission
maintained Internet site that contains reports, proxy, and information
statements, and other information regarding issuers that file electronically
with the Commission. The Internet address for this site can be found at
www.sec.gov.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company leases 4,500 square feet of office space in West Chester,
Pennsylvania on a five year lease that commenced on February 17, 2000 at
$3,398.64 a month in 2001. The Company also leases office space in Vancouver,
British Columbia on a month-to-month basis at a monthly rental of $2,000

The Company believes that its current office space is generally suitable and
adequate to accommodate its current operations.

ITEM 3.  LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceeding.
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 fourth quarter ended December
31, 2002.


                                     PART II

ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

The Company's common stock is quoted on the Over the Counter Bulletin Board, a
service maintained by the National Association of Securities Dealer, Inc. under
the symbol, "CMCA.OB". Prior to July 24, 2002, the Company traded under the
symbol BLLE.OB. Trading in the common stock in the over-the-counter market has
been limited and sporadic and the quotations set forth below are not necessarily
indicative of actual market conditions. Further, these prices reflect
inter-dealer prices without retail mark-up, mark-down, or commission, and may
not necessarily reflect actual transactions. The high and low bid prices for the
common stock for each quarter of the years ended December 31,

                                        4



<PAGE>



2002 and 2001 are as follows:



YEAR           QUARTER ENDING                HIGH               LOW
2002           March 31, 2002                $1.06              $0.71
               June 30, 2002                 $1.01              $0.60
               September 30, 2002            $0.80              $0.21
               December 31, 2002             $0.80              $0.25
2001           March 31, 2001                $4.00              $2.00
               June 30, 2001                 $2.19              $1.65
               September 30, 2001            $0.85              $0.10
               December 31, 2001             $2.00              $0.13

Record Holders

As of April 11, 2002, there were approximately 65 shareholders of record holding
a total of 8,819,402 shares of common stock. The Company's board of directors
believes that the number of beneficial owners is substantially greater than the
number of record holders because a portion of our outstanding common stock is
held in broker "street names" for the benefit of individual investors.

The holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common
stock have no pre-emptive rights and no right to convert their common stock into
any other securities. There are no redemption or sinking fund provisions
applicable to the common stock.



Dividends

The Company has not declared any cash dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the board of directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its common stock other than those generally imposed
by applicable state law.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and results of
operations  should be read in  conjunction  with the  Financial  Statements  and
accompanying notes and the other financial  information  appearing  elsewhere in
this  registration  statement.  The  Company's  fiscal year end is December  31.
General

During the period from January 1, 2001 through December 31, 2002, the Company
has been engaged in the development, manufacture, and sale of the Company's
compression technology that enables the transmission of video and other data in
real time over low bandwidth wireless and traditional networks.

Results of Operations

Sales


                                        5



<PAGE>



Sales for the year ended December 31, 2002 decreased to $161,801 from $172,560
for the year ended December 31, 2001, a decrease of 6%. The decrease in revenues
is primarily attributable to the Company's inability to procure adequate
manufacturing capacity to produce new units for sale. The Company believes that
in the event manufacturing capacity is secured, the decrease in sales of its
products is not necessarily indicative of future sales results.

Losses

Net losses for the year ended December 31, 2002 increased to $1,697,154 from
$229,772 for the year ended December 31, 2001, an increase of 639%. The
significant increase in losses is directly attributable to a significant
increase in stock compensation expenses related to the issuance of common stock
for services and common stock option issuances to non-employees for services..
The Company expects to continue to incur losses through the year ended 2003.

Expenses

Selling, general and administrative expenses for the year ended December 31,
2002, increased to $454,574 from $243,049 for the year ended December 31, 2001,
an increase of 87%. The increase in selling general and administrative expenses
can be attributed to expenses related to the Company' acquisition of ComCam
International, Inc. including but not limited to an increase in consulting fees,
legal fees, maintaining a second office and accounting fees. The Company expects
to decrease selling, general and administrative expenses for the year ended
2003.

Research and development expenses for the year ended December 31, 2002 increased
to $394,609 from $160,094 for the year ended December 31, 2001, an increase of
59%. The increase in research and development expenses can be attributed to
ongoing research to improve the Company's products. The Company expects further
increases in research and development expenses as funds become available. Stock
compensation expenses for the year ended December 31, 2002 increased to
$1,009,831 from $0 in the year ended December 31, 2001. The significant stock
compensation expense is the direct result of limited capital availability
throughout 2002 and the resultant use of stock based compensation to maintain or
expand the Company's operations. The Company expects to reduce reliance on stock
based compensation as funds become available.

Depreciation and amortization expenses for the years ended December 31, 2002 and
December 31, 2001 were $5,618 and $11,704 respectively.

Income Tax Expense (Benefit)

The Company has an income tax benefit resulting from net operating losses to
offset operating profit.

Impact of Inflation

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

Liquidity and Capital Resources

Historically, the Company has expended significant resources on research and
development which includes regulatory compliance expenses. The trend is likely
to continue into the near future as the Company seeks to improve upon its
products and ensure regulatory compliance in the United States, Europe and Asia
for its products. The Company does not anticipate any significant sales until
such time as it obtains sufficient funding to obtain adequate manufacturing
capacity and therefore the Company expects the trend towards using cash in
operating activities to continue through 2003.

Cash flow used in operations was $533,944 for the year ended December 31, 2002,
as compared to cash flow used in operations of $227,502 for the year ended
December 31, 2001. Negative cash flows from operating activities for the year
ended December 31, 2002 are primarily attributable to losses incurred

                                        6



<PAGE>



from operations.

Cash flow generated from financing activities was $535,640 for the year ended
December 31, 2002 and $100,400 for the year ended December 31, 2001. The
financing activities included private equity placements, loans and the exercise
of stock options.

The Company has funded its cash needs from inception through December 31, 2002
through revenues and a series of debt and equity transactions, including several
private placements. The bulk of these transactions have taken place outside the
United States. Since there is currently only a limited revenue stream, the
Company expects that it will require new debt or equity transactions to satisfy
cash needs over the next twelve months.

Capital Expenditures

The Company made no significant capital expenditures on property or equipment
for the year ended December 31, 2002 or 2001.

During 2003 the Company expects to contract the manufacture of certain
components of its products and therefore does not expect to recognize
significant capital expenditures over the next twelve months.

Going Concern

The Company's auditors have expressed an opinion as to the Company's ability to
continue as a going concern as a result of an accumulated deficit of $3,516,633
as of December 31, 2002. The Company's 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) obtaining funding
from private placement sources; (ii) obtaining additional funding from the sale
of the Company's securities; (iii) obtaining loans from shareholders as
necessary, and (iv) 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.

ITEM 7.       FINANCIAL STATEMENTS

The Company's financial statements for the fiscal year ended December 31, 2002
are attached hereto as pages F-1 through F-16.


                                        7



<PAGE>



                                  COMCAM, INC.
               (Formerly Bullet Environmental Technologies, Inc.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001































<PAGE>



                                  COMCAM, INC.
               (Formerly Bullet Environmental Technologies, Inc.)
                          (A Development Stage Company)

                                      INDEX



                                                                                    Page

Independent Auditors' Report                                                         F-2

Consolidated Balance Sheet                                                           F-3

Consolidated Statements of Operations                                                F-4

Consolidated Statements of Stockholders' (Deficit) Equity                            F-5

Consolidated Statements of Cash Flows                                                F-6

Notes to Consolidated Financial Statements                                           F-7






























                                                   F-1


<PAGE>



                                       INDEPENDENT AUDITORS' REPORT

                                         To the Stockholders' and
Board of Directors of
ComCam, Inc.

We have audited the accompanying consolidated balance sheet of ComCam, Inc.
(formerly Bullet Environmental Technologies, Inc.) (a development stage
company), as of December 31, 2002 and the related consolidated statements of
operations, stockholders' (deficit) equity, and cash flows for the years ended
December 31, 2002 and 2001and the cumulative amounts since inception. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ComCam, Inc. (a development
stage company), as of December 31, 2002 and the results of its operations and
its cash flows for the years ended December 31, 2002 and 2001 and the cumulative
amounts since inception, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's revenue generating activities are not in
place and the Company has incurred a loss. These conditions raise substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters also are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


JONES SIMKINS LLP
Logan, Utah
April 3, 2003




<PAGE>




                                  COMCAM, INC.
               (Formerly Bullet Environmental Technologies, Inc.)
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                    December 31, 2002

                         ASSETS

Current assets:
  Cash                                                           $               5,445
  Accounts receivable, net                                                      13,456

        Total current assets                                                    18,901

Property and equipment, net                                                      6,248
Other assets                                                                     7,438

        Total assets                                             $              32,587
                                                                                   ---

                                                                                   ---
LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                                                   ---

                                                                                   ---
Current liabilities:
                                                                                   ---
  Accounts payable                                               $             731,787
                                                                                   ---
  Accrued expenses                                                              11,384
                                                                                   ---
  Notes payable                                                                276,022
                                                                                   ---

                                                                                   ---
        Total current liabilities                                            1,019,193
                                                                                   ---

                                                                                   ---
Commitments and contingencies                                                        -
                                                                                   ---

                                                                                   ---
Stockholders' deficit:
                                                                                   ---
  Preferred stock, $.0001 par value; 5,000,000 shares
                                                                                   ---
    authorized, no shares issued and outstanding                                     -
                                                                                   ---
  Common stock, $.0001 par value; 30,000,000
                                                                                   ---
    shares authorized, 8,575,402 shares
                                                                                   ---
    issued and outstanding                                                         858
                                                                                   ---
  Additional paid-in capital                                                 2,527,501
                                                                                   ---
  Accumulated other comprehensive income                                         1,668
                                                                                   ---
  Deficit accumulated during the development stage                         (3,516,633)



        Total stockholders' deficit                                          (986,606)

        Total liabilities and stockholders' deficit              $              32,587



                     The accompanying notes are an integral
                      part of these consolidated financial
                                   statements.





<PAGE>




                                                       COMCAM, INC.
                                    (Formerly Bullet Environmental Technologies, Inc.)
                                               (A Development Stage Company)
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                          Years Ended December 31, 2002 and 2001

                                                                                                                 Cumulative
                                                                                2002         2001                   Amounts
                                                                   -----------------   ----------------   -----------------

Revenues, net                                                   $         161,801               172,560             347,102

General and administrative expenses                                          454,574            243,049           1,063,636
Research and development expenses                                            394,609            160,094           1,656,762
Stock compensation expense                                                 1,009,831                  -           1,146,872
                                                                   -----------------   ----------------   -----------------

      Loss from operations                                               (1,697,213)          (230,583)         (3,520,168)

Interest income                                                                   59                811               3,535
                                                                   -----------------   ----------------   -----------------

      Loss before provision for income taxes                             (1,697,154)          (229,772)         (3,516,633)

Provision for income taxes                                                         -                  -                   -
                                                                   -----------------   ----------------   -----------------

        Net loss                                                $     (1,697,154)             (229,772)         (3,516,633)
                                                                   =================   ================   =================


Net loss per common share - basic and diluted                   $   (.31)                         (.10)
                                                                   =================   ================


Weighted average common and common
     equivalent shares - basic and diluted                                 5,511,000          2,275,000
                                                                   =================   ================


                              The accompanying notes are an integral part
                              of these consolidated financial statements.





<PAGE>




                                  COMCAM, INC.
                                  ------------
               (Formerly Bullet Environmental Technologies, Inc.)
                          (A Development Stage Company)
                           CONSOLIDATED STATEMENTS OF
                         STOCKHOLDERS' (DEFICIT) EQUITY
                        Period from January 1, 1999 (Date
                       of Inception) to December 31, 2002

                                                                                                                  Deficit
                                                                                                     Accumulated  Accumulated  Total
                                                                                    Additional        Other  During theStockholders'
                                Preferred Stock     Common                       Paid-in     Comprehensi      Development  (Deficit)
                                                     Stock                                       ve
                              Shares       Amou     Shares       Amount          Capital       Income            Stage        Equity
                                             nt
Balance at January 1, 1999
 (date of inception)                  $                     $            $                $        $                 $
                                   -          -          -            -                -        -                 -                -

Issuance of common stock for
cash                               -          -  1,783,430          180          784,816                          -          784,996

Net loss
                                   -          -          -            -                -                  (787,169)        (787,169)

Balance at December 31, 1999
                                   -          -  1,783,430          180          784,816        -         (787,169)          (2,173)

Issuance of common stock for:
  Cash
                                   -          -    424,782           42          734,045                          -          734,087
  Services
                                   -          -     54,284            5          137,036                          -          137,041

Net loss
                                   -          -          -            -                -                  (802,538)        (802,538)

Balance at December 31, 2000
                                   -          -  2,262,496          227        1,655,897        -       (1,589,707)           66,417

Issuance of common stock for                                                                                      -
cash                               -          -     23,468            2           25,438                                      25,440

Net loss
                                   -          -          -            -                -                  (229,772)        (229,772)

Balance at December 31, 2001
                                   -          -  2,285,964          229        1,681,335        -       (1,819,479)        (137,915)





<PAGE>





Comprehensive loss:
  Net loss
                                    -          -         -            -                -        -       (1,697,154)      (1,697,154)
Other comprehensive income -
  cumulative foreign currency
  translation adjustment
                                    -          -         -            -                -    1,668                 -            1,668

      Total comprehensive loss
                                    -          -         -            -                -        -                 -      (1,695,486)

Acquisition of Bullet
Environmental
Technologies, Inc.(see note 1)
                                    -          - 4,071,938          407        (523,193)        -                 -        (522,786)

Issuance of common stock for:
  Cash
                                    -          -   550,000           55          274,945        -                 -          275,000
  Services
                                    -          - 1,500,000          150          899,850        -                 -          900,000
   Accounts payable
                                    -          -   100,000           10           50,990        -                 -           51,000
  Exercise of stock options
                                    -          -    67,500            7           33,743        -                 -           33,750

Issuance of stock options for
services                            -          -         -            -          109,831        -                 -          109,831

Balance at December 31, 2002
                                    -  $   -     8,575,402  $   858      $  2,527,501     $ 1,668      $(3,516,633)    $   (986,606)


                                                         The accompanying notes
                                                         are an integral part of
                                                         these consolidated
                                                         financial statements.






<PAGE>




                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       Years Ended December 31, 2002 and 2001

                                                                                                           Cumulative
                                                                            2002             2001             Amounts
                                                                ----------------    -------------    ----------------
Cash flows from operating activities:
  Net loss                                                     $  (1,697,154)           (229,772)         (3,516,633)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation                                                          5,618           11,704              35,209
     Stock compensation expense                                        1,009,831                -           1,146,872
    (Increase) decrease in:
       Accounts receivable                                                15,429         (19,674)            (13,456)
       Other assets                                                            -                -             (7,438)
     Increase (decrease) in:
       Accounts payable                                                  136,265            3,950             234,133
       Accrued expenses                                                  (3,933)            6,290              11,384
                                                                ----------------    -------------    ----------------

          Net cash used in operating activities                        (533,944)        (227,502)         (2,109,929)
                                                                ----------------    -------------    ----------------

Cash flows from investing activities:
  Purchases of property and equipment                                          -            (314)            (41,457)
                                                                ----------------    -------------    ----------------

          Net cash used in investing activities                                -            (314)            (41,457)
                                                                ----------------    -------------    ----------------

Cash flows from financing activities:
  Issuance of common stock                                               308,750           25,440           1,853,273
  Proceeds from  reverse acquisition                                      36,338                -              36,338
  Proceeds from notes payable                                            190,552           75,000             265,552
                                                                ----------------    -------------    ----------------

          Net cash provided by financing activities                      535,640          100,440           2,155,163
                                                                ----------------    -------------    ----------------

Change in cumulative foreign currency
  translation adjustment                                                   1,668                -               1,668
                                                                ----------------    -------------    ----------------

          Net increase (decrease) in cash                                  3,364        (127,376)               5,445

Cash, beginning of period                                                  2,081          129,457                   -
                                                                ----------------    -------------    ----------------

Cash, end of period                                            $         5,445              2,081               5,445
                                                                ================    =============    ================


                                                                ================    =============    ================
                           The accompanying notes are an integral part
                                                                ================    =============
                           of these consolidated financial statements.
                                                                ================    =============





<PAGE>


                                  COMCAM, INC.
                (Formerly Bullet Environmental Technology, Inc.)
                ------------------------------------------------
                          (A Development Stage Company)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




      Note 1 - Organization and Summary of Significant Accounting Policies

Organization

On May 30, 2002,  ComCam,  Inc.  (formerly Bullet  Environmental  Technologies,
Inc.) (ComCam)  purchased  Comcam  International,  Inc.  (Comcam  International)
(collectively  the  Company).  The terms of the  agreement  provided that Comcam
International  is a wholly-owned  subsidiary of ComCam,  and the stockholders of
Comcam International received 2,285,969 shares of ComCam common stock.

The consolidated financial statements at December 31, 2002 and 2001 assumes the
acquisition of ComCam by Comcam International occurred January 1, 1999 (date of
inception). Because the shares issued in the acquisition of ComCam International
represent control of the total shares of ComCam's common stock issued and
outstanding immediately following the acquisition, ComCam International is
deemed for financial reporting purposes to have acquired ComCam in a reverse
acquisition. The business combination has been accounted for as a
recapitalization of ComCam giving effect to the acquisition of 100% of the
outstanding common shares of Comcam International. The surviving entity reflects
the assets and liabilities of ComCam and Comcam International at their
historical book value. The issued common stock is that of ComCam, the
accumulated deficit is that of Comcam International, and the statements of
operations is that of Comcam International for the year ended December 31, 2002
and 2001 and cumulative amounts plus that of ComCam from June 1, 2002 through
December 31, 2002.

Comcam International was organized under the laws of the State of Delaware on
September 19, 1998 and had no activity until January 1, 1999 (date of
inception). The Company's operations consist primarily of the research and
development of advanced compact video systems that utilize built-in digital
compression technology. Further, the Company is considered a development stage
company as defined in SFAS No. 7. Sources of financing for the development stage
activities have been primarily through equity and debt.


                            Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.




Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Maintenance and repairs are charged to expense as incurred. Costs of major
renewals or betterments are capitalized over the remaining useful lives of the
related assets. Depreciation is computed by using the straight-line method.
Equipment is depreciated over three to five years and furniture and fixtures are
depreciated over seven years. The cost of property disposed of and related
accumulated depreciation is removed from the accounts at the time of disposal,
and gain or loss is reflected in operations.


                                                      F-7


<PAGE>


                                  COMCAM, INC.
                (Formerly Bullet Environmental Technology, Inc.)
                ------------------------------------------------
                          (A Development Stage Company)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




                               Revenue Recognition

Revenue is recognized upon shipment of the product to the customer.

Shipping and Handling Costs

The Company classifies shipping and handling costs as research and development
expenses in the statement of operations. Shipping and handling costs were not
significant.

                                  Income Taxes

Deferred income taxes are provided in amounts sufficient to give effect to
temporary differences between financial and tax reporting, principally related
to net operating loss carryforwards.

                               Earnings Per Share

The computation of basic earnings per common share is based on the weighted
average number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period plus the common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period. Common stock equivalents are not included in the
diluted earnings per share calculation when their effect is antidilutive. Common
stock equivalents that could potentially dilute earnings per share are the
common stock options and warrants.

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of
credit risk consist primarily of trade receivables. In the normal course of
business, the Company provides credit terms to its customers. Accordingly, the
Company performs ongoing credit evaluations of its customers and maintains
allowances for possible losses which, when realized, have been within the range
of management's expectations.

The Company maintains its cash in bank deposit accounts, which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                       F-8


<PAGE>


                                  COMCAM, INC.
                (Formerly Bullet Environmental Technology, Inc.)
                ------------------------------------------------
                          (A Development Stage Company)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 and 2001






                      Note 2 - Principles of Consolidation

The consolidated financial statements include the accounts of ComCam, and its
subsidiary. All significant intercompany balances and transactions have been
eliminated.


Note 3 - Going Concern

As of December 31, 2002, the Company's revenue generating activities are not 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 funding 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 - Property and Equipment

Property and equipment consist of the following at December 31, 2002:

                                                 Equipment$17,347
         Furniture and fixtures                                                           24,110
                                                                                       ---------

                                                                                          41,457
         Less accumulated depreciation                                                   (35,209)
                                                                                          ------

                                                                              $            6,248
                                                                                         =======


                                              Note 5 - Notes Payable

Notes payable consist of the following at December 31, 2002:

         Note payable to Norman Wareham, the note bears
           interest at 6% and is due on demand                                $            5,022

         Convertible note payable to First Capital Investment Corporation, the
           note bears interest at 8% and is due on demand. The note is
           convertible into the Company's
           common stock at $.50 per share.                                                75,000

         Related party non-interest bearing note payable to ZMax,
           Capital, Inc. due on demand (See Note 7)                                       46,000

         Note payable to Global Megatrend, the note bears interest

                                                      F-9


<PAGE>


                                                   COMCAM, INC.
                                 (Formerly Bullet Environmental Technology, Inc.)
                                 ------------------------------------------------
                                          (A Development Stage Company)
                                    CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                                            December 31, 2002 and 2001




           at 7.5% and is due on demand                                                  150,000
                                                                                         -------

                   Total                                                      $          276,022
                                                                                         =======







Note 6 - Operating Leases

The Company leases its office building under a non-cancelable operating lease.
Rental expense related to this operating lease for the years ended December 31,
2002 and 2001 and cumulative amounts since inception was approximately $46,000,
$42,000 and $152,000, respectively.

Future minimum rental payments under the non-cancelable operating lease as of
December 31, 2002 are approximately as follows:

                     Year ending
                   December 31,                                                 Amount

                         2003                                          $        47,000
                         2004                                                   47,000
                         2005                                                   12,000
                                                                              --------

                                                                       $       106,000


Note 7 - Income Taxes

The difference between income taxes at statutory rates and the amount presented
in the financial statements is a result of the following:

                                   Years Ended
                                                        December 31,                     Cumulative
                                                ----------------------------
                                                 2002                  2001                 Amounts
                                                 ----                  ----                 -------

Income tax benefit at statutory rate       $         (576,000)  $     (93,000)       $   (1,315,000)
Change in valuation allowance                         576,000          93,000             1,315,000
                                                      -------          ------             ---------

                                           $                -   $       -            $          -
                                                   =============  ===========         ===============




                                                      F-10


<PAGE>


                                                   COMCAM, INC.
                                 (Formerly Bullet Environmental Technology, Inc.)
                                 ------------------------------------------------
                                          (A Development Stage Company)
                                    CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                                            December 31, 2002 and 2001




Note 7 - Income Taxes (continued)
---------------------

Deferred tax assets are as follows at December 31, 2002:

Net operating loss carryforwards                                                $    1,315,000
Valuation allowance                                                                 (1,315,000)
                                                                                    -----------

                                                                                $          -
                                                                                   =============

The Company has net operating loss carryforwards of approximately $3,400,000,
which begin to expire in the year 2019. The amount of net operating loss
carryforwards that can be used in any one year will 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 carryforwards can be utilized.


Note 8 - Related Party Transactions

The Company provides services and product to a company owned by a director and
major shareholder of the Company. Revenue related to these services for the
years ended December 31, 2002 and 2001 and cumulative amounts since inception
were approximately $22,000, $65,000 and $100,000, respectively.

During the year ended December 31, 2002, the Company recognized approximately
$53,000 of consulting and rental expenses from companies affiliated with
directors of the Company. At December 31, 2002, the Company had accounts payable
and notes payable of approximately $108,000 and $52,000, respectively to these
companies.


Note 9 - Supplemental Cash Flow Information

No amounts were paid for interest or income taxes since inception.

On May 30, 2002, Comcam International entered into a reverse acquisition
agreement with ComCam, Inc. As a result of the reverse acquisition, Comcam
International assumed approximately $498,000 in accounts payable and $10,000 in
notes payable.




Note 10 - Preferred Stock

The Company's preferred stock may have such rights, preferences and designations
and may be issued in such series as determined by the Board of Directors. No
shares were issued and outstanding at December 31, 2002 and 2001.


                                      F-11


<PAGE>


                                  COMCAM, INC.
                (Formerly Bullet Environmental Technology, Inc.)
                ------------------------------------------------
                          (A Development Stage Company)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




Note 11 - Stock Options and Warrants

The Company has adopted a benefit plan (the Plan). Under the Plan, the Company
may issue shares of the Company's common stock or grant options or warrants to
acquire the Company's common stock from time to time to employees, directors,
officers, consultants or advisors of the Company on the terms and conditions set
forth in the Plan. In addition, at the discretion of the Board of Directors,
stock may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
but are not employees of the Company.

A schedule of the options and warrants outstanding is as follows:
                                                     Exercise
                                               Number of Price Per
                                              Options WarrantsShare

                           Outstanding at January 1, 2001 and 2002- 551,250 $3.00-6.00
                                               Granted400,000 - .50
           Exercised                                              (67,500)          -                 .50
           Expired                                                    -       (551,250)3.00-6.00
                                                                 ----------   ---------

                                 Outstanding at December 31, 2002 332,500 -$ .50
                                                                  ======= = =====











                       Note 12 - Stock Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123) gives entities the choice between adopting a fair value
method or continuing to use the intrinsic value method under Accounting
Principles Board (APB) Opinion No. 25 with footnote disclosures of the pro forma
effects if the fair value method had been adopted for options and warrants
granted to employees. The Company has opted for the latter approach. Had
compensation expense for the Company's stock options and warrants to employees
been determined based on the fair value at the grant date consistent with the
provisions of SFAS No. 123, there would be no effect on the Company's net losses
at December 31, 2002 and 2001. The options granted during 2002 were to
non-employees.

The fair value of each option granted during 2002 was estimated on the date of
grant using the Black- Scholes option pricing model with the following
assumptions:


                                      F-12


<PAGE>


                                                   COMCAM, INC.
                                 (Formerly Bullet Environmental Technology, Inc.)
                                 ------------------------------------------------
                                          (A Development Stage Company)
                                    CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                                            December 31, 2002 and 2001




         Expected dividend yield                                                 -
         Expected stock price volatility                                           104%
         Risk-free interest rate                                                     2%
         Expected life of options                                                1 year


The weighted average fair value of each option granted during 2002 was
approximately $.27.

The following table summarizes information about stock options outstanding at
December 31, 2002:


                                                                                     Exercisable
                                                                     -

                             Outstanding
                                                                      ----

    Exercise            Number           Weighted          Weighted             Number        Weighted Average
     Price            Outstanding         Average           Average           Exercisable        Exercise
                                         Remaining         Exercise                                Price
                                        Contractual          Price
                                           Life
                                          (Years)


      $ .50             332,500       .80                  $  .50           332,500              $  .50

================--- ===============-- ===============-- ===============-----===============---===============





Note 13 - Fair Value of Financial Instruments

The Company's financial instruments consist of cash, accounts receivable,
accounts payable and notes payable. The carrying amount of these items
approximates fair value because of their short-term nature and the notes payable
bear interest at the market interest rate.


Note 14 - Recent Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146). This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002. Management does not expect the adoption of SFAS 146 to have a
significant impact on the financial position or results of operations of the
Company.

In April 2002, the Financial Accounting Standards Board issued Statement of Financial

                                      F-13


<PAGE>


                                  COMCAM, INC.
                (Formerly Bullet Environmental Technology, Inc.)
                ------------------------------------------------
                          (A Development Stage Company)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           December 31, 2002 and 2001




Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). This
Statement changes the method for reporting gains on the extinguishment of debt
and eliminates an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. Management does not
expect the adoption of SFAS 145 to have a significant impact on the financial
position or results of operations of the Company.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). This Statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. The statement is effective for fiscal years beginning
after June 15, 2002. Management does not expect the adoption of SFAS 143 to have
a significant impact on the financial position or results of operations of the
Company.


Note 15 - Subsequent Events

On January 20, 2003, the Company entered into a loan agreement with Mercatus and
Partners Ltd. (Mercatus). Terms of the loan allows the Company to borrow
$2,000,000 for a term of 5 years with interest at 5.5%. The loan is secured by
common shares of the Company to be held by a trustee. The Company issued
15,873,016 shares of common stock to the trustee subsequent to signing the loan
agreement. As of the date of issuing these financial statements, Mercatus had
not provided any funding to the Company.

On March 4, 2003, the Company issued 244,000 shares of common stock in exchange
for a note payable, accrued interest and accounts payable of approximately
$122,000.

                                      F-14


                                     <PAGE>






ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

On August 8, 2002, ComCam, Inc. ("Company") terminated its relationship with
Davidson & Company ("Davidson"), the principal accountant previously engaged to
audit the Company's financial statements and retained Jones Simkins LLP
("Jones") as the principal accountants to replace Davidson. The Company's audit
committee and board of directors approved the change of accountants from
Davidson to Jones.

The audit reports of Davidson on the Company's financial statements for the two
most recent fiscal years ending February 28, 2002 and February 28, 2001 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles, except such
reports were modified to include an explanatory paragraph for a going concern
uncertainty.

In connection with the audits of the fiscal years ending February 28, 2001 and
February 28, 2002 including the subsequent interim periods through August 8,
2002, the date of termination, the Company had no disagreements with Davidson
with respect to accounting or auditing issues of the type discussed in Item
304(a)(iv) of Regulation S-B. Had there been any disagreements that were not
resolved to their satisfaction, such disagreements would have caused Davidson to
make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as
defined in Item 304(a)(1)(iv) of Regulation S-B).

During the fiscal years ending February 28, 2001 and February 28, 2002,
including the subsequent interim periods through August 8, 2002, the date of
Davidson's termination, and prior to the appointment of Jones, the Company (or
anyone on its behalf) did not consult with Jones regarding any of the accounting
or auditing concerns stated in Item 304(a)(2) of Regulation S-B. Since there
were no disagreements or reportable events (as defined in Item 304(a)(2) of
Regulation S-B), the Company did not consult Jones in respect to these matters
during the time periods detailed herein.


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The Company's officers and directors as of April 11, 2003, who will serve until
our next annual meeting, or until their successors are elected or appointed and
qualified, is as follows:


       Name                     Age                         Year                       Positions Held
                                                     Elected/Appointed
   Don Gilbreath                 46                         2002                 President, Chief
                                                                                 Financial Officer
Ross Wilmot                      58                         1999                 Director

Robert Betty                     47                         2002                 Director, Secretary

Nadir Walji                      54                         2002                 Director




Don Gilbreath - Mr. Gilbreath has served as a director and as the Company's
president since June 3, 2002. He has 23 years' experience in product
development, engineering project management and specialized technical sales. He
has provided specialized R&D expertise to General Electric, Johnson Controls,
TCI, Standard & Poor's, and Commodore International. Designed and developed over
30 products including musical instruments, multimedia players, and Internet
access devices. Sold graphics systems including gaming terminals in Europe and
video editing systems in Asia. Extensive experience in directing international
engineering teams, vendor negotiations, licensing, patents, and offshore
manufacturing. Founder and president Gilbreath Systems Inc., an international
contract engineering and product development firm. Current product line includes
Windows-based video production test equipment and consumer universal remote
control. Designed and developed first generation Internet- access TV-based
set-top device. Market test pre-dated WebTV by two years. 1994 to 1997: CTO and
VP Engineering VIScorp. System architect for hardware, software, and ASIC for
set-top box and derivative products. Developed and managed extensive network of
engineering talent. Hired and managed all technical personnel worldwide; offices
in Pennsylvania, California, and Tokyo; contractors in UK, France, and Germany.
Vendor relations, patents, licensing, offshore manufacturing responsibilities.
General Engineering Contractor for OCTus. Designed smart-phone incorporating
voice\data\fax and "in context" data base management at a PC terminal. Retained
by Nolan Bushnell, OCTuS Chairman and Atari Computer founder, to manage and
deliver production device. 1987 to 1991: Director of Product and Market
Development for Commodore International Ltd. Chief Designer of CDTV, world's
first consumer multimedia player under $1000. Secured original funding, hired
and negotiated all sub-contractors in North America, Europe, and Japan. This was
a fifteen-month project from concept to production. Worked directly for Irving
Gould, Chairman. Spent 3 years working throughout Asia with top executives in
sales and engineering from Matsushita, (MKE, MEI), Mitsumi, Mitsumi, Ricoh,
Yamaha, Dai Nippon, and others. Created and developed OEM sales channels and
vertical markets for Commodore's complete line of microcomputers and
peripherals. European sales averaged $6M/yr. Selected as delegate from USA to
USSR for technology transfer of semiconductor and computer architecture.

Ross Wilmot - Mr. Wilmot has served as a director since January 1999 and as the
Company's president from March 2001 to June 3, 2002. Mr. Wilmot is a Chartered
Accountant. In addition, he serves in the following capacities of other
companies: director (from February 1999 to present) and vice-president of
finance (from January 1995 to February 1999) of Breckenridge Resources Ltd.;
director (from April 2000 to present), president (from April 2000 to October
2001) and vice-president of finance (January 1995 to present) of Briyante
Software Corp.; director (from July 1996 to April 1998 and July 2001 to present)
and vice-president of finance of CTF Technologies Inc. (from July 1996 to
present); director (from July 1998 to February 1999) and vice-president of
finance and chief financial officer (from July 1998 to September 2002) of Imagis
Technologies Inc.; director (from October 1997 to present) and chief financial
officer (October 1997 to May 2001) of Intacta Technologies Inc.; director (from
August 1995 to June 2001) and vice-president of finance (from August 1995 to
present) of Multivision Communications Corp.; director (from April 1997 to
present) and vice-president of finance (from January 1997 to present) of Neuer
Kapital Corp.; director and president of Orex Ventures Inc. (from May 2001 to
present); director (from May 1997 to present) and president (from May 2001 to
present) of Orko Gold Corp.; director (from April 1996 to September 2002),
secretary (from April 1996 to April 1999) and president (from April 1999 to
September 2002) of Paloma Ventures Inc.; director and president of Quantum Power
Corporation (March 2001 to present); director (from February 1997 to June 2001)
and vice-president of finance( from June 1996 to June 2001) of Radical
Elastomers Inc.; and director and president of Sudamet Ventures Inc. (from April
2001 to present).




Robert Betty - Mr. Beatty was appointed as a director of the Company on June 3,
2002. He has over 22 years' experience in the electronics industry and is the
founder (1994) and current president of Pinnacle Electronic Systems Inc., a
security systems integration firm located in West Chester, Pennsylvania. From
1990 to 1994 he held various management positions for Maris Equipment Inc.
rising to vice president of operations with responsibility for all P&L and a $63
million budget. He has used his security systems expertise as project and/or
operations manager for, among others, state prisons, a strategic oil reserve at
Big Hill Texas, and five air bases located in Saudi Arabia to support the F5
Aircraft. Betty is a member of several management associations and holds
numerous technical certificates.

Nadir Walji - Mr. Walji was appointed as a director on the Company on June 3,
2002. Mr. Walji is a business consultant who has experience in developing the
application of new technologies. He has partnered with ERA-GSM deploying
wireless mobile communication networks in Poland and currently serves as an
officer and director of certain public companies. Mr. Walji has for the past
five years acted as a director of strategic planning for ValorInvest Limited, a
Swiss based company that provides various financial and management services to
organizations and technology incubators. Mr Walji as serves as the secretary for
Brasiclica Mining Corp., a copper mining company (from March 2000 to present);
director of Sudamet Ventures Inc., an inactive company (from June 2000 to
present); director of Chilean Gold Ltd., an inactive company (from November 2000
to present); director of Orex Ventures Inc., an inactive company (from March
2001 to present).




                                     <PAGE>






Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the
Company is unaware of any persons or entities who during the fiscal year ended
December 31, 2002 were directors, officers, or beneficial owners of more than
ten percent of the common stock of the Company, and who failed to file, on a
timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

Except as set forth below, no compensation in excess of $100,000 was awarded to,
earned by, or paid to any executive officer of the Company during the years
2002, 2001, and 2000. The following table and the accompanying notes provide
summary information for each of the last three fiscal years concerning cash and
non-cash compensation paid or accrued by the Company's current and past chief
executive officer.


                                     Annual Compensation                            Long Term Compensation

                                                                             Awards                       Payouts

                                                                         Restricted      Securities
Name and                                                   Other            Stock        Underlyin        LTIP         All Other
Principal Position     Year      Salary      Bonus    Annual Compensation Award(s)       g Options       payouts     Compensation
                                   ($)        ($)           ($)              ($)          SARs(#)          ($)            ($)
Don                      2002    41,000        -             -                -              -              -              -
Gilbreath,               2001    20,000        -             -                -              -              -              -
President,               2000    20,000        -             -                -              -              -              -
Chief Financial Officer and Director
Ross Wilmot,             2002    18,632        -             -                -              -              -              -
Former                   2001     5,932        -             -                -              -              -              -
President and            2000       -          -             -                -              -              -              -
Director
Compensation of Directors

The Company's directors are not currently compensated for their services as
directors of the Company. Directors currently are not reimbursed for
out-of-pocket costs incurred in attending meetings.

Board of Directors Committees

The board of directors has not yet established an audit committee or a
compensation committee. An audit committee typically reviews, acts on and
reports to the board of directors with respect to various auditing and
accounting matters, including the recommendations and performance of independent
auditors, the scope of the annual audits, fees to be paid to the independent
auditors, and internal accounting and financial control policies and procedures.
Certain stock exchanges currently require companies to adopt a formal written
charter that establishes an audit committee that specifies the scope of an audit
committee's responsibilities and the means by which it carries out those
responsibilities. In order to be listed on any of these exchanges, we will be
required to establish an audit committee.

The board of directors has not yet established a compensation committee.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

The following table sets forth certain information concerning the ownership of
the Company's common stock as of April 11, 2003 with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. As of April 11, 2003 there were 8,819,402
shares of common stock issued and outstanding.









  Title of Class           Name and Address                Nature of           Number of          % of Class
                                                           Ownership            Shares
      Common                Don Gilbreath                    Legal
                    chief executive officer, chief                              990,286              11.2%
                     financial officer, director
                                 1525
                           Tanglewood Drive
                            West Chester,
                          Pennsylvania 19380
      Common                 Robert Betty                    Legal              990,282              11.2%
                           912 Carrie Lane
                      West Chester, Pennsylvania
                                19383

      Common                 Ross Wilmot                     Legal                 0                  0%
                       1075 West Georgia Street
                     Vancouver, British Columbia
                            Canada V6E 3C9


      Common                 Nadir Walji                     Legal                 0                  0%
                       1075 West Georgia Street
                     Vancouver, British Columbia
                            Canada V6E 3C9


      Common          First Capital Invest Corp.             Legal              500,000              5.7%
                         Muhlebachstrasse 54
                            P.O. Box 2071
                            CH-8032 Zurich
                             Switzerland

      Common          Officer and Directors as a             Legal             1,980,568             22.4%
                                Group


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended December 31, 2002, the Company expensed $16,000 (2001: $nil) to
Cedarwoods Group, a company controlled by the Company's former president and a director, Mr. Ross
Wilmot, for management services provided; and $9,000 (2001: $nil) to International Portfolio
Management Inc., for administrative services provided, a company in which our former president was
also an officer; $20,000 (2001: $17,000) to Zmax Capital Corp., a company for which Mr. Wilmot
serves as a officer for office space provided;$8,000 (2001: $nil) to Zmax Capital Corp. a company for
which Mr. Wilmot serves as an officer for consulting services provided; and $22,000 (2001 $nil) sales
made to a company for which Mr. Robert Betty, one of the Company's directors, is the owner.

Included in accounts payable as of December 31, 2002 is $108,000 (2001: $nil) due to these related
parties.











ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 17 of this Form 10-KSB, which
is incorporated herein by reference.

(b)      Reports on Form 8-K. The Company filed no reports on Form 8-K during the last quarter of the
period covered by this report.

ITEM 14.          CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer ("Certifying Officer") and is responsible for
establishing and maintaining disclosure controls and procedures for the Company.
The Certifying Officer has concluded (based on his evaluation of these controls
and procedures as of a date within 90 days of the filing of this report) that
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are
effective. No significant changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date
         of
the evaluation, including any corrective actions with regard to slight deficiencies and material
weaknesses. Due to the Certifying Officer's dual role as chief executive officer and chief financial
         officer,
the Company has no segregation of duties related to internal controls.


                                                      F



                                                    SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized this 11th day of April, 2003.


                  COMCAM, INC.



                  /s/ Don Gilbreath
                  Don Gilbreath, President, Chief Financial Officer and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Signature                                   Title                                                Date

/s/ Don Gilbreath                           Director/President/Chief Financial Officer           April 11, 2003
-----------------

/s/ Ross Wilmot                                      Director/Secretary                                   April
---------------
11, 2003
Ross Wilmot

/s/ Robert Betty                            Director                                             April
----------------
11, 2003
Robert Betty

/s/ Nadir Walji                             Director                                             April 11, 2003
---------------
Nadir Walji







     CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF
      1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-
                                OXLEY ACT OF 2002

I, Don Gilbreath, president and chief financial officer of ComCam, Inc. certify that:

1. I have reviewed this annual report on Form 10-KSB of ComCam, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this annual report is being prepared; b) Evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and c) Presented in this annual report my conclusions about
the effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions): a) All significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses in
internal controls; and b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: April 11, 2003

/s/ Don Gilbreath
Don Gilbreath, president and chief financial officer






                                                  INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.               DESCRIPTION

3(i)(a)           *        Certificate of Incorporation dated December 5, 1997 (incorporated by reference
                           to the Form 10-SB filed on September 20, 1999.
3(i)(b)                    * Amendment to Certificate of Incorporation dated
                           February 28, 1998 (incorporated by reference to the
                           Form 10-SB filed on September 20, 1999).
3(i)(c)           *        Amendment to Certificate of Incorporation dated March 15, 1998

                                                      F-20


<PAGE>






                           (incorporated by reference to the Form 10-SB filed on September 20, 1999).
3(i)(d)                                         * Amendment to Certificate of
                                                Incorporation dated June 3, 2002
                                                (incorporated by reference to
                                                the Form 10KSB/A filed on August
                                                9, 2002).
3(ii)             *        Bylaws (incorporated by reference to the Form 10-SB filed on September 20,
                           1999).
10                *        Stock Exchange Agreement between the Company and ComCam International,
                           Inc. dated May 8, 2002 (incorporated by reference to the Form 8K filed on June
                           18, 2002).
99.1                 18    Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-
                           Oxley Act of 2002.









EXHIBIT 99.1

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

In connection with the annual report of the ComCam, Inc. ("Company") on Form
10-KSB for the period ending December 31, 2002 as filed with the Commission on
the date hereof, I, Don Gilbreath, president and chief financial officer of the
Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) This 10-KSB complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act;
and

(2) The financial information contained in this Form 10-KSB fairly presents, in
all material respects, the financial condition and result of operations of the
Company.

/s/ Don Gilbreath
Don Gilbreath, President and Chief Financial Officer

                                                      F-21


<PAGE>

2002 and 2001


</TABLE>






























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