UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





þ     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





for the fiscal year ended December 31, 2009





or





 ̈      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





for the transition period from  to .





Commission file number: 001-15165




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




Delaware

98-0208402(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)





P.O. Box 1030


Sturgis, SD 57785


(Address of principal executive offices) (Zip Code)





(877) 523-4070


(Issuer’s telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act: none.





Securities registered under Section 12(g) of the Exchange Act: common stock, $0.0001 par value.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈  No þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes þ  No  ̈





Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:      Yes  ̈  No þ





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ̈  No  ̈





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.               Yes þ  No  ̈





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





Large Accelerated Filer    ̈
Accelerated Filer                          ̈Non-Accelerated Filer      ̈
Smaller reporting company        þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ  No  ̈





Issuers revenues for its most recent fiscal year was $-0-





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on April 29, 2010, based on a closing price of $0.021, was approximately $1,274,618.81.   As of May 3, 2010, the registrant had 744,648,634 shares of its common stock, par value $0.0001 per share, outstanding.











COMCAM, INC.


FOR THE FISCAL YEAR ENDED


DECEMBER 31, 2009





INDEX TO REPORT ON FORM 10-K





PART I

PageITEM 1.
BUSINESS


1ITEM 1A.
RISK FACTORS


6ITEM 1B.
UNRESOLVED STAFF COMMENTS


8ITEM 2.
PROPERTY


9ITEM 3.
LEGAL PROCEEDINGS


9ITEM 4.
(REMOVED AND RESERVED)


9PART IIITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


10ITEM 6.
SELECTED FINANCIAL DATA


11ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


11ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


15ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


15ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


15ITEM 9A (T).
CONTROLS AND PROCEDURES


15ITEM 9B.
OTHER INFORMATION


16PART III


17ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


17ITEM 11.
EXECUTIVE COMPENSATION


18ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


19ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


20ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES


20PART IVITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES


21







PART I





ITEM 1.     BUSINESS





As used herein the terms “Company,” “we,” “our,” and “us” refer to ComCam, Inc., and its predecessor, unless context indicates otherwise. The term “ComCam International” refers to ComCam International, Inc., our former subsidiary until December 28, 2007.





Corporate History





The Company was incorporated as “Innovin Development Corporation” on December 18, 1997, in the state of Delaware. On March 5, 1998, we changed our name to “Anglo-Sierra Resources Corp.” and on March 15, 1999, to “Bullet Environmental Technologies, Inc.” to reflect a focus on divergent business operations. We changed our name to “ComCam, Inc.” on June 3, 2002, as the result of our acquisition of ComCam International.





On January 10, 2005, the Company elected to be regulated as a Business Development Company (“BDC”) as outlined in the Investment Company Act of 1940 by filing a Form NT-54A with the Securities and Exchange Commission (“Commission”). On December 28, 2006, the holders of a majority of the outstanding shares of our common stock entitled to vote executed a written consent that approved the withdrawal of our BDC election. On March 9, 2007, we filed a notice of our withdrawal on Form NT-54C with the Commission.





We operated ComCam International as a wholly owned subsidiary from June 3, 2002, until December 28, 2007, when we completed a 100% dividend of ComCam International’s shares to our shareholders on a pro rata basis of one share of ComCam International’s common stock for every twenty shares of our common stock held as of the dividend record date. Our board of directors decided to “spin-off” ComCam International in order to separately focus the attention of the financial community on ComCam International’s business, with the intention of improving its access to financing while enabling the Company to seek out other technology based business opportunities in the development stage.





The Company’s principal place of business is located at P.O Box 1030, Sturgis, SD 57785.





Our registered statutory office is located at the Company Corporation, 400-2711 Centerville Road, Wilmington, Delaware, 19808.





Change of Control





On January 6, 2010 (the “Closing Date”), John Dent (“Dent”) acquired the majority of the issued and outstanding common stock of ComCam, Inc., a Delaware corporation (the “Company”), in accordance with a stock purchase agreement (the “Stock Purchase Agreement”) by and among Dent, Don Gilbreath (the “Principal”) and the Company. On the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Dent purchased from the Company 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Acquired Shares”) for a total purchase price of Two Hundred Thousand dollars ($200,000). The Acquired Shares represents approximately 55.56% of the Company’s issued and outstanding common stock upon closing of the Stock Purchase Agreement.





As of the Closing Date, Dent was appointed as the Company's President, Chief Executive Officer, and Director. Don Gilbreath then resigned as the Company's President and Chief Executive Officer on the Closing Date. Mr. Gilbreath also resigned as a member of the Company’s Board of Directors and as the Company’s Chief Financial Officer as of the 11th day following the filing of a Form 14f-1 with the Securities & Exchange Commission (“SEC”).




1




Share Exchange Agreement





On February 26, 2010, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Monkey Rock USA, LLC, a South Dakota limited liability company (“Monkey Rock”) and the unitholders of Monkey Rock.  The closing of the transaction took place on February 26, 2010. Pursuant to the Share Exchange Agreement, the unitholders of Monkey Rock exchanged 1000 membership units of Monkey Rock, representing 100% of the issued and outstanding membership units of Monkey Rock, for 654,650,000 newly issued shares of the Company’s common stock, par value $0.0001 per share, representing approximately 88% of the Company’s issued and outstanding common stock. Concurrently, Mr. Matthew Dent was appointed as a member of the Company’s board of directors and Mr. Chris Edwards was appointed Chief Operating Officer.





2




The Company





The Company’s plan of operation was to actively pursue development stage technology assets and emerging businesses with which to merge or acquire. We intend to function as a business incubator for development stage technology assets and emerging businesses that management believes are well positioned for future growth. We hope to fund the process of driving emerging technologies towards commercial applications through debt or equity offerings tied to our common stock.





Selection of a Business





Management has adopted a conservative policy of seeking opportunities that it considers to be of exceptional quality. Therefore, we may have to wait some time before consummating a suitable transaction. Management recognizes that the higher the standards it imposes upon us, the greater may be its competitive disadvantage when vying with other acquiring interests or entities.





Although our focus may be on convergent internet protocol technologies in the security, medical, transportation, and entertainment sectors, we do not intend to restrict considerations to internet related applications, rather we intend to consider business opportunities in any business or industry segment that involves proprietary assets tied to technological advances. Due to our lack of financial resources, the scope and number of suitable business ventures is limited. We are therefore most likely to participate in a single business venture. Accordingly, the Company will not initially be able to diversify and will be limited to one merger or acquisition. The lack of diversification will prevent us from offsetting losses from one business opportunity against profits from another.





The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. Further, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be partially dependent upon the management of any given business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of required changes.





Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the target’s products or services, or the failure to realize profits.





The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. Management anticipates that any opportunity in which we participate will present certain risks. Many of these risks cannot be adequately identified prior to selection of a specific opportunity. Our shareholders must therefore depend on the ability of management to identify and evaluate such risks. Further, in the case of some of the opportunities available to us, it may be anticipated that some of such opportunities are yet to develop as going concerns or that some of such opportunities are in the development stage in that same have not generated significant revenues from principal business activities prior to our participation.





Acquisition of Business





Implementation of a structure for any particular business acquisition may involve a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. The Company may also purchase stock or assets of an existing business. On the completion of a transaction, it is possible that present management and shareholders of the Company would not remain in control of the Company. Further, our sole officer and director may, as part of the terms of any transaction, resign, to be replaced by new officers and directors without a vote of our shareholders.




3




We anticipate that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. However, in certain circumstances, as a negotiated element of any transaction, the Company may agree to register securities either at the time a transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.





While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to a business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.





Our due diligence process will require that management meet personally with the personnel involved in any given transaction, visit and inspect material facilities, obtain independent analysis or verification of the information provided, check references for management and key persons, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise.





The manner in which we participate in an opportunity will depend on the nature of the opportunity and the respective needs and desires of the Company and other parties. Negotiations that involve mergers or acquisitions will focus on the percentage of the Company that the target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by our current shareholders.





Operation of Business after Acquisition





The Company’s operation following its merger or acquisition of a business will be dependent on the nature of the business and the interest acquired. We are unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. We may expect that any future business will present various challenges that cannot be predicted at the present time.





Competition





We have been involved in intense competition with other business entities to obtain a suitable business opportunity, many of which competitors will have a considerable edge over us by virtue of their stronger financial resources and prior experience in business.





Marketability





As we currently are not involved in selling products or services, there can be no assurance that we will be successful in marketing any such products or services or whether a market will develop.





Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts





We currently have no patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts.





Governmental and Environmental Regulation





The Company cannot anticipate the government regulations, if any, to which we may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. Our selection of a business in which to acquire an interest will include an effort to ascertain, to the extent of the limited resources of the Company, the effects of any government regulation on the prospective business of the Company. However, in certain circumstances, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.




4




The Company believes that it is currently in compliance in all material respects with all laws, rules, regulations and requirements that affect its business. Further, we believe that compliance with such applicable laws, rules, regulations and requirements does not impose a material impediment on our ability to conduct business.





Employees





The Company is a development stage company and currently has few employees.  John Dent, our executive officer and sole director, and Chris Edwards, Chief Operating Officer, manage the Company. The Company looks to John Dent and Chris Edwards for his entrepreneurial skills and talents. Management uses consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future.





Recent Developments
 
 Concurrent with the Share Exchange Agreement, the business of Comcam Inc. changed and the Company began operating as the Monkey Rock Group headquartered in Sturgis, SD, specializing in leisure related businesses and real estate interests.  The Monkey Rock Group, Inc. is an early stage company focused on developing our interests initially in the United States in the short-term (next 12–18 months) primarily in the motorcycle industry by positioning retail assets in anchor rally markets.
 
 Our core asset is the Monkey Rock USATM brand that currently operates a retail food, beverage, entertainment and exhibitor services concept in Sturgis, SD. We believe the Monkey Rock USATM model and concept is unique in the respect that it is modern and environmentally sophisticated compared to other operators in its sector. We believe Monkey Rock USATM is the first company in years to enter the market in a substantial way (large footprint and marketing presence) while raising the collective standard of excellence. While operating as a privately held company, in August 2009, we successfully completed our inaugural event at the 2009 Sturgis Motorcycle Rally.
 
 We believe through selected acquisitions we can add significant value to the business and provide excellent growth opportunities.
 
 We will deliver the Monkey Rock USATM brand and concept through a variety of different mediums. Company operations collect consumer data for marketing purposes in order to expand customer loyalty. These strategies consist of the following:
 
 ·
THE ROAD SHOW – The Monkey Rock USA road show is a mobile concept that will travel nationally to market the brand and concept; delivering Monkey Rock to people’s door steps. The road show will vary in configuration from a completely custom mobile branded 70 foot tractor/trailer rig that will house a Monkey Rock USA store, game stations, lounge and accompanying leisure/entertainment space to also include our branded 10,000+ sq. ft. tent with full scale Monkey Rock USATM food, beverage and entertainment concept offering.
 
 ·
RETAIL OPERATIONS – The Monkey Rock USA fixed/bricks and mortar locations, to include Sturgis, SD and all future acquisitions. ‘Retail operations’ will comprise everything from an event based position to properties that the Company will develop into scaled models comparable to Universal Studios City Walk located in Orlando, Florida that operate year-round and are complete with e-zones consisting of bars, restaurants, nightclubs, live entertainment offerings, retail stores, vendor space and services or any combination thereof, as appropriate. We are currently in negotiations for one of the largest of these type properties in the United States.  Each retail site will operate as a separate legal entity owned by Monkey Rock Group, Inc. and will pay rent or equal consideration to a Monkey Rock Group REIT that will hold all the real estate assets.
 
 ·
WEB SITES – Aside from the traditional purposes of a web site as an information portal, the Company will use its web sites as retail stores where it will sell its perpetually evolving lines of branded merchandise, as well as for the development of the most comprehensive sector specific social networking portals, online classifieds and branded game play stations.
 
 ·
DIGITAL PRODUCTS – Through existing public social networking sites (Facebook, MySpace, etc.), the Company will develop games and applications available to the game playing and application download population (branded apps, ringtones, wallpaper, etc.). Mobile versions of many of these digital technologies will be available to consumers also, all of which are relatively inexpensive to develop and are part of our cash flow model.


Reports to Security Holders





The Company’s annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and other information with the Securities and Exchange Commission (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 100 F Street, N.E., 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 us with the Commission have also 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 http://www.sec.gov.




5




ITEM 1A.     RISK FACTORS.





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





Risks Related to the Company’s Business





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





The Company’s auditors included an explanatory statement in their report on our financial statements for the years ended December 31, 2009 and 2008 stating that there are certain factors which raise substantial doubt about the Company’s ability to continue as a going concern. These factors include a lack of revenue generating activities in place and losses since inception.





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





The Company had an accumulated deficit of $7,436,052 as of December 31, 2009. We will continue to incur operating losses as we maintain our search for suitable businesses to incubate and satisfy our ongoing disclosure requirements with the Commission. Such continuing losses could result in a decrease in share value.





OUR LIMITED FINANCIAL RESOURCES CAST SEVERE DOUBT ON OUR ABILITY TO PURSUE OUR BUSINESS PLAN OF INCUBATING NEW TECHNOLOGY DRIVEN BUSINESS OPPORTUNITIES





The Company’s future operation is dependent upon its ability to realize sufficient financing to incubate technology driven business opportunities through merger or acquisition. We cannot be certain that financing for our intended purpose will be forthcoming. Our inability to finance new business opportunities will prevent us from developing our business plan and may act as a deterrent in any future negotiations with merger or acquisition candidates. Should the Company be unable to realize financing and develop what might become a profitable business opportunity, it will, in all likelihood, be forced to cease operations.





NEED FOR ADDITIONAL EMPLOYEES.





Our Company’s future success also depends upon its continuing ability to attract and retain highly qualified personnel. Expansion of our Company’s business and the management and operation will require additional managers and employees with industry experience, and the success of the Company will be highly dependent on the Company’s ability to attract and retain skilled management personnel and other employees. Competition for such personnel is intense. There can be no assurance that we will be able to attract or retain highly qualified personnel. Competition for skilled personnel in our industry is significant. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees. Our Company’s inability to attract skilled management personnel and other employees as needed could have a material adverse effect on the Company’s business, operating results and financial condition. Our Company’s arrangement with its current employees is at will, meaning its employees may voluntarily terminate their employment at any time.





IF THE COMPANY IS UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE OUR BUSINESS, WE MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS





As of December 31, 2009, the Company had a working capital deficit of $61,555. We have no revenue generation activities in place. As such, we will have to obtain additional working capital from debt or equity placements to effectively continue our operations. However, we have no commitment for the provision of working capital. Should we be unable to secure additional capital, such condition would cause us to reduce expenditures which could have a material adverse effect on our business.










6




Risks Related to the Company’s Stock





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





The Company will need to raise additional capital. However, we have no commitment from any source of financing to provide us with this necessary additional capital. Should we secure a commitment to provide us with capital such commitment may obligate us to issue additional shares of the Company’s common stock or warrants or other rights to acquire common stock which will result in dilution to existing shareholders. Nonetheless, if we are unable to obtain additional capital, then we will need to restrict or even cease operations, which action would adversely affect our shareholders.





WE INCUR SIGNIFICANT EXPENSES AS A RESULT OF BEING REGISTERED WITH THE COMMISSION, WHICH EXPENSES NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE





We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.





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





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





THE COMPANY’S STOCK PRICE IS VOLATILE





The market price is subject to significant volatility and trading volumes could be low. Factors affecting the Company’s market price include:





·
the Company’s perceived prospects;





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





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





·
sales or purchases of large blocks of our stock;





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





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





·
announcements of legal claims against us;





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





·
developments in the financial markets; and





·
general economic, political or stock market conditions.




7


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





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





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


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





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




●
control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;●
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;●
“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;●
excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and●
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.




ITEM 1B.     UNRESOLVED STAFF COMMENTS.





Not applicable.




8




ITEM 2.     PROPERTIES.





During the year ended December 31, 2009, the Company shared 4,500 square feet of office space in West Chester, Pennsylvania with ComCam International who leases the space. We paid no rent for our usage. Our costs were approximately $50,000 for the year ended December 31, 2007, when the Company was responsible for the lease.





ITEM 3.     LEGAL PROCEEDINGS.





We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.





ITEM 4.     (REMOVED AND RESERVED).





9





PART II





ITEM 5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES





The Company's common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the Financial Industry Regulatory Authority under the symbol, “CMCA.” 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 following table sets forth for the periods indicated the high and low bid prices for the common stock as reported each quarterly period within the last two fiscal years.





Year
Quarter Ending
High
Low2009
December 31
$0.015
$0.0012September 30
$0.02
$0.001June 30
$0.02
$0.002March 31
$0.005
$0.0022008
December 31
$0.020
$0.0001September 30
$0.013
$0.001June 30
$0.018
$0.002March 31
$0.020
$0.001





Capital Stock





The following is a summary of the material terms of the Company’s capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.





Common Stock





As of May 3, 2010, there were 77 shareholders of record holding a total of 744,648,634 shares of fully paid and non-assessable common stock of the 750,000,000 shares of common stock, par value $0.0001, authorized. The 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 preemptive 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.





Preferred Stock





As of May 3, 2010, there were zero shareholders of record of the 20,000,000 shares of preferred stock, par value $0.0001, authorized.





Warrants





As of May 3, 2010, the Company had no outstanding warrants to purchase shares of our common stock.





Stock Options





As of May 3, 2010, the Company had no outstanding stock options to purchase shares of our common stock.




10




Convertible Debenture





During the year ended December 31, 2007, a convertible debenture, as amended, was assumed by ComCam International on separation from us though the Company remained a guarantor of that obligation. The debenture, which fell in default on February 14, 2009, currently accrues interest at 12% per annum, and is due on demand, or convertible, at the holder’s option, into shares of either ComCam International’s or the Company’s common stock. As of February 26, 2010, the convertible debenture had been cancelled.





Dividends





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





Transfer Agent and Registrar





Our transfer agent is Continental Stock Transfer & Trust Co., 17 Battery Place, New York, New York 10004; their telephone number is (212) 845-3200.





ITEM 6.     SELECTED FINANCIAL DATA





Not applicable.





ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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





The statements contained in the section titled “Results of Operations” and “Description of Business,” with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward looking statements made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:




●
the sufficiency of existing capital resources;●
the acquisition of a revenue producing business;●
our ability to raise additional capital to fund cash requirements for future operations; and●
general economic conditions.




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





Management's Discussion and Analysis





The Company’s plan of operation for the coming year is to actively pursue development stage technology assets and emerging businesses with which to merge or acquire. We have not yet entered into any other agreements, nor do we have any commitments or understandings to enter into or become engaged in any business transactions, as of the date of this filing.




11




The Company’s plan of operation will require a minimum of $50,000 in funding over the next twelve months, which funding is not currently available. Should we acquire or merge with a business opportunity our funding requirements will change.





Results of Operations





During the year ended December 31, 2009, the Company’s operations consisted of satisfying continuous public disclosure requirements and seeking to identify prospective business opportunities.





The Company has been funded since inception from equity placements and revenue from discontinued operations. All capital raised or revenue realized to date was allocated to cost of sales, general and administrative costs, interest expense, and research and development costs.





Net Loss





For the period from January 1, 1999 (date of commencement of operations), to December 31, 2009, the Company recorded an operating loss of $7,436,052.  Net loss for the twelve month period ended December 31, 2009 was $41,009 as compared to a net loss of $30,046 for the twelve months ended December 31, 2008. The increase in the Company’s net loss in 2009 compared to 2008 is attributable to an increase in general and administrative costs. We did not generate any revenue during the years ended December 31, 2009 and 2008 and expect to continue to incur losses over the next twelve months.





Capital Expenditures





The Company expended no amounts on capital expenditures during the year ended December 31, 2009.





Income Tax Expense (Benefit)





The Company has a prospective income tax benefit resulting from a net operating loss carry forward and start up costs that will offset any future operating profit. However, these net operating losses are subject to evaluation where they may not be available to offset future losses due to the change of control in 2010.





Impact of Inflation





The Company believes that inflation has had a negligible effect on operations since inception.





Liquidity and Capital Resources





The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.





The Company had current and total assets of $51,004 as of December 31, 2009, that consists solely of cash; and total liabilities of $112,559 consisting of accounts payable of $43,872, a related party payable of $18,687 and a deposit of $50,000. Deficit accumulated during the development stage was $7,436,052 at December 31, 2009.





Net cash used in operating activities for the twelve month period ended December 31, 2009 increased to $20,097 compared to $7,086 for the twelve month period ended December 31, 2008. This increase is attributable to an increase in the company’s operating loss from $30,046 in 2008, compared to an operating loss of $41,009 in 2009.










12




Cash flow provided from financing activities was $4,268,894 for the period from January 1, 1999 to December 31, 2009. Cash flow provided by financing activities for the twelve month period ended December 31, 2009 was $68,687 compared to $0 for the twelve month period ended December 1, 2008.  This increase is attributable to a related party loan of $18,687 and a deposit of $50,000 received on a share purchase of Company stock.





We expect to continue to use cash flow provided by financing activities to maintain current operations with private equity placements or additional shareholder loans.





Our current cash balance of $51,004 may not be insufficient to conduct our plan of operation over the next twelve months. We have no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that funding is available. We do not have lines of credit or other bank financing arrangements. Our shareholders are the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain funding will have a material adverse affect on its ability to acquire or develop business opportunities or maintain operations. We do not expect to pay cash dividends in the foreseeable future.





Off Balance Sheet Arrangements





As of December 31, 2009, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.





Going Concern





The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of our net loss from operations, net cash used in operations, deficit accumulated during the development stage as of December 31, 2009, and since we were inactive prior to our merger with Monkey Rock Group, Inc. in February 2010. Our ability to continue as a going concern is subject to the ability of the Company to obtain a profit and/or obtaining the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; and (iii) obtaining loans from shareholders as necessary. 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.





Recent Accounting Pronouncements





In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”which amends previous guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements in the current economic environment. This pronouncement was effective for periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, financial condition or results of operations; however, these provisions of FASB ASC Topic 820 resulted in additional disclosures with respect to the fair value of the Company’s financial instruments.
 
 In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.


13




In June 2009, the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.
 
 In January 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's financial statements.


14







ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Our audited financial statements for the years ended December 31, 2009 and 2008 are attached hereto as F-1 through F-18.




ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.





ITEM 9A(T).     CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.





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





15




Management’s Report on Internal Control over Financial Reporting
 
 The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
 
 ●
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;●
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and●
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment did not identify any material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did not identify any material weaknesses, management considers its internal control over financial reporting to be effective.





This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.





Changes in Internal Controls over Financial Reporting





During the period ended December 31, 2009, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.





ITEM 9B.     THER INFORMATION





None.





16





PART III





ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Officers and Directors





The following table sets forth the name, age and position of each director and executive officer of the Company as of May 3, 2010:





Name

Age

Year Appointed/Elected

Positions HeldJohn Dent

58

2010

Chief Executive Officer, ChairmanChris Edwards

41

2010

Chief Operating OfficerMatthew Dent

36

2010

Director





Mr. John Dent, Chief Executive Officer, President and Chairman





John Dent, age 58, was previously Chairman of The Truecare Group, a business which specialized in group homes for individuals with learning disabilities. Mr. Dent founded The Truecare Group in 1994 and ran the company until selling it in 2004. Prior to his involvement in The Truecare Group, Mr. Dent was a property developer in the United Kingdom.





Mr. Chris Edwards, Chief Operating Officer





Chris Edwards, age 41, is the Chief Operating Officer. He has a lengthy career in the leisure industry with an emphasis on nightclubs and food and beverage operations. He has managed some of the largest and highest grossing sector-specific nightclub businesses in the world. His experience extends into leisure space design and construction and has successfully built, operated and sold his own club in Spain prior to joining Mr. Dent to build Monkey Rock USA.





Mr. Matthew Dent, Director





Matt Dent, age 36, is a motorcycle enthusiast, riding motocross competitively from his early youth through to age 20. Upon retiring from competitive racing, Mr. Dent worked with his Father from 1994- 2004 in the Truecare Group. Matt’s role was as Operational Director, overseeing all aspects of the business including the maintenance of the homes, the vehicle fleet, staffing and budgets. Truecare Group was sold in 2004 to a US venture capital group. Mr. Dent has since been working with his Father on their interests in Costa Rica and Asia.





No other persons are expected to make any significant contributions to the Company’s executive decisions who are not executive officers or directors of the Company.





Term of Office





Our directors are appointed for a one (1) year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our board of directors and hold office until removed by the board.





Family Relationships





Matthew Dent, director, is the son of John Dent, Chief Executive Officer




17




Involvement in Certain Legal Proceedings





To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





Compliance with Section 16(A) of the Exchange Act





Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in the year ended December 31, 2009.





Code of Ethics





The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this form 10-K. Further, our Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.





Board of Directors Committees





The Company’s board of directors established an audit committee on January 26, 2005. The primary responsibility of the audit committee is to oversee our financial reporting process on behalf of the board of directors and report the result of their activities to the board. Such responsibilities shall exclude but shall not be limited to, the selection, and if necessary the replacement of our independent auditors, review and discuss with such independent auditors and our internal audit department (i) the overall scope and plans for the audit, (ii) the adequacy and effectiveness of the accounting and financial controls, including our system to monitor and manage business risks, and legal and ethical programs, and (iii) the results of the annual audit, including the financial statements included in our annual report on Form 10-K. The committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible in order to best react to changing conditions and circumstances. We have filed, by reference, a copy of our Audit Committee Charter as Exhibit 99(i) to this Form 10-K.





The Company’s board of directors has not established a compensation committee.





Director’s Compensation





Directors are not reimbursed for out-of-pocket costs incurred in attending meetings and no director receives any compensation for services rendered as a director. We do not anticipate adopting a provision for compensating directors in the foreseeable future.





ITEM 11.     EXECUTIVE COMPENSATION





Compensation Discussion and Analysis





The objective of our compensation program is to provide compensation for services rendered by our executive officer. Salary is currently the only type of compensation that we offer in connection with our compensation program. We utilize this form of compensation because we feel that it is adequate to retain and motivate our executive officer. While we believe that our limited compensatory program at this time is appropriately suited for our current objectives, we do intend to return to a compensation program in the future that will include paid salaries, bonuses and benefits for our present and future executive officers, which compensation may include options and other compensatory elements.




18




Tables





The following table provides summary information for the years ended 2009, 2008, and 2007 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation.


Name and

principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)
All Other

Compensation

($)

Total ($)Don Gilbreath

Former Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director (1)

2009

2008

2007

$

$
0

0

—


—

—


—

—
—

$

$
0

0





(1) Don Gilbreath resigned from his respective offices and directorship of the Company, effective January 6, 2010.





We have no “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation” or “Post Employment Payments” to report.





ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth certain information concerning the ownership of the Company’s 744,640,134 shares of common stock issued and outstanding as of May 3, 2010, with respect to: (i) all officers and directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.





Names of Managers and Beneficial Owners

Title of Class

Number of Shares

Percent ofClassJohn Dent, Chief Executive Officer, Chairman

Common

433,500,000

58%Chris Edwards, Chief Operating Officer

Common

85,000,000

11%Matthew Dent, Director

Common

165,452,500

22%Paulina Edwards (1)

Common

20,697,500

2%Officer and Directors as a Group

Common

683,952,500

91%





(1) Paulina Edwards is the wife of Chris Edwards




19




ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction in the period covered by this report or in any presently proposed transaction which, in either case, has or will materially affect us.





Director Independence





The Company is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. However, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we consider Mr. White and Mr. Betty to be independent directors.





ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit Fees





Pritchett, Siler & Hardy (“Pritchett”) provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2008. The aggregate fees billed by Pritchett for the 2008 audit of our annual financial statements, and a review of our quarterly financial statements for 2008 was $11,903.





Pritchett provided audit services to the Company in connection with its quarterly reports for the fiscal quarters ended March 31, 2009, June 30, 2009, and September 30, 2009. The aggregate fees billed by Pritchett for the 2009 review of our quarterly financial statements was $8,465.





Berman & Co. (“Berman”) provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2009. The aggregate fees billed by Berman for the 2009 audit of our annual financial statements was $10,000.





Audit Related Fees





Pritchett billed to the Company no fees in 2009 or 2008 for professional services that are reasonably related to the audit or review of our financial statements that are not disclosed in “Audit Fees” above.





Tax Fees





Pritchett billed to the Company no fees in 2009 or 2008 for professional services rendered in connection with the preparation of our tax returns for the period. Berman did not bill any fees for 2009.





All Other Fees





Pritchett billed to the Company no fees in 2009 or 2008 for other professional services rendered or any other services not disclosed above. Berman did not bill any fees for 2009.





Audit Committee Pre-Approval





All services provided to the Company by Pritchett, as detailed above, were pre-approved by the Company’s audit committee.





20





PART IV





ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(a) Financial Statements





The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-18, and are included as part of this Form 10-K:





Financial Statements of The Company for the years ended December 31, 2009 and 2008:




Page(s)Report of Independent Registered Public Accounting Firm


F-2Balance Sheets – As of December 31, 2009 and 2008


F-4Statements of Operations –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-5Statements of Changes in Stockholders’ Deficit –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-6Statements of Cash Flows –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-7F-8 - F-18


(b) Exhibits





The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 23 of this Form 10-K, and are incorporated herein by this reference.





(c) Financial Statement Schedules





We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.


21





SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





COMCAM, INC.Dated:   May 4, 2010
By:
/s/ John DentJohn Dent, Chief Executive Officer








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/ John Dent

Chief Executive Officer, Chief Financial Officer and Director

May 4, 2010John Dent/s/ Matthew Dent

Director

May 4, 2010Matthew Dent






22




INDEX TO EXHIBITS




Exhibit

Description3(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 (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 10-KSB/A filed on August 8, 2002).3(i)(e)*

Amendment to the Certificate of Incorporation dated December 2, 2004 (incorporated by reference to the Form 10KSB/A filed on May 19, 2005).3(ii)*

Bylaws (incorporated by reference to the Form 10-SB filed on September 20, 1999).4*

Amended and Restated Certificate of Designation, the Number, Powers, Preferences, Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series A Preferred Stock of ComCam, Inc. (incorporated by reference to the Form 8-K dated December 5, 2005).10(i)*

Asset Purchase Agreement between ComCam, Inc. and HNI, LLC dated February 14, 2007 (incorporated by reference to the Form 8-K, filed with the Commission on February 15, 2007).10(ii)*

Joinder, Amendment and Consent Agreement between ComCam, Inc., ComCam International, Inc. and HNI, LLC dated September 28, 2007 (incorporated by reference to the Form 10-QSB filed November 14, 2007).10(iii)*

Amendment Agreement dated February 14, 2008 (incorporated by reference to the Form 10-KSB filed April 14, 2008).14*

Code of Ethics adopted March 1, 2004 (incorporated by reference to the Form 10-KSB filed April 14, 2004).31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).99(i)*

Audit Committee Charter adopted January 26, 2005 (incorporated by reference to the Form 10-KSB/A filed May 19, 2005).




*      Incorporated by reference to previous filings of the Company.





23







ComCam, Inc.


(A Development Stage Company)


Financial Statements


December 31, 2009 and 2008


CONTENTS
 
 Page(s)Report of Independent Registered Public Accounting Firm


F-2Balance Sheets – As of December 31, 2009 and 2008


F-4Statements of Operations –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-5Statements of Changes in Stockholders’ Deficit –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-6Statements of Cash Flows –For the years ended December 31, 2009 and 2008

and for the period from January 1, 1999 (inception)

to December 31, 2009


F-7Notes to Financial Statements


F-8 - F-18
 
 
 F-1
 
 
 
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of:
 ComCam, Inc.
 
 We have audited the accompanying balance sheet of ComCam, Inc. (a development stage company) as of December 31, 2009, and the related statements of operations, changes in stockholders’ deficit and cash flows for the period from January 1, 1999 (inception) to December 31, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of ComCam, Inc. as of December 31, 2008, and for the period from January 1, 1999 (inception) to December 31, 2008, were audited by other auditors; whose report dated March 30, 2009 expressed an unqualified opinion on those financial statements.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. 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 audit 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, 2009, and the results of its operations and its cash flows for the period from January 1, 1999 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has a net loss of $41,009 and net cash used in operations of $20,097 for the year ended December 31, 2009. The Company also has a working capital deficit and a stockholders’ deficit of $61,555 at December 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plan in regards to these matters is also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 Berman & Company, P.A.
 
 
 
 Boca Raton, Florida
 April 30, 2010
 
 551 NW 77th Street Suite 107 ● Boca Raton, FL 33487
Phone: (561) 864-4444 ● Fax: (561) 892-3715
www.bermancpas.com ● info@bermancpas.com
Registered with the PCAOB ● Member AICPA Center for Audit Quality
Member American Institute of Certified Public Accountants
Member Florida Institute of Certified Public Accountants
 
 
 F-2
 
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 Board of Directors
 ComCam, Inc.
 West Chester, Pennsylvania
 
 We have audited the accompanying balance sheet of ComCam, Inc. [a development stage company] as of December 31, 2008 and the related statements of operations, stockholders' deficit and cash flows for the year ended December 31, 2008 and for the period from inception on January 1, 1999 through December 31, 2008. ComCam, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides 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. as of December 31, 2008 and the results of its operations and its cash flows for the year ended December 31, 2008 and for the period from inception on January 1, 1999 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming ComCam, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, ComCam, Inc. has incurred losses since its inception and has not yet established profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
 
 
 
 
 Salt Lake City, Utah
 March 30, 2009
     F-3
 ComCam, Inc.(A Development Stage Company)Balance SheetsDecember 31, 2009 and 20082009


2008AssetsCurrent AssetsCash

$
51,004


$
2,414Related party receivable


-



2,120Total Current Assets


51,004



4,534Total Assets

$
51,004


$
4,534Liabilities and Stockholders' DeficitCurrent LiabilitiesAccounts payable

$
43,872


$
25,080Loan payable - related party


18,687



-Deposit


50,000



-Total Current Liabilities


112,559



25,080Stockholders' DeficitPreferred stock, $0.0001 par value; 20,000,000 shares authorized;none issued and outstanding


-



-Common stock, $0.0001 par value, 750,000,000 shares authorized;1,058,707 and 470,472 shares issued and outstanding


106



47Additional paid-in capital


7,374,391



7,374,450Deficit accumulated during the development stage


(7,436,052
)


(7,395,043
)Total Stockholders' Deficit


(61,555
)


(20,546
)Total Liabilities and Stockholders' Deficit

$
51,004


$
4,534
 See accompanying notes to financial statements
 F-4
 
 ComCam, Inc.
 (A Development Stage Company)
 Statements of Operations
 For the PeriodFor the Years Ended


from January 1, 1999December 31,


December 31,


(Inception) to2009


2008


December 31, 2009General and administrative expenses

$
41,009


$
30,046


$
71,055Loss from continuing operations


(41,009
)


(30,046
)


(71,055
)Loss from discontinued operations


-



-



(7,364,997
)Net loss

$
(41,009
)

$
(30,046
)

$
(7,436,052
)Net loss per common share - basic and diluted

$
(0.09
)

$
(0.06
)Weighted average number of common shares outstanding during the period - basic and diluted


470,472



470,472
 
 See accompanying notes to financial statements
 
 F-5
 
 ComCam, Inc.
 (A Development Stage Company)
 Statements of Changes in Stockholders' Deficit
 Period from January 1, 1999 (Inception) to December 31, 2009
 
 Deficit

accumulated

during the

development

stagePar Value = $0.0001


Par Value = $0.0001







Total

Stockholder'

DeficitPreferred Stock


Common Stock


AdditionalDescription

Shares


Amount


Shares


Amount


Paid in Capital-



-



-



-



-



-



-Issued common stock for cash at $0.0001 per share, 1/1//99


-


$
-



20,982


$
2


$
784,992


$
-


$
784,994Net loss for the period ended 12/31/99


-



-



-



-



-



(787,169
)


(787,169
)Balance 12/31/99


-



-



20,982



2



784,992



(787,169
)


(2,175
)Issued common stock for cash at $0.0001 per share


-



-



4,997



0



734,087



-



734,087Issued common stock for services at $0.0001 per share


-



-



639



0



137,041



-



137,041Net loss for the year ended 12/31/00


-



-



-



-



-



(802,538
)Balance 12/31/00


-



-



26,618



3



1,656,121



(1,589,707
)


66,416Issued common stock for cash at $0.0001 per share, 1/1


-



-



276



0



25,440



-



25,440Net loss for the year ended 12/31/01


-



-



-



-



-



(229,772
)Balance 12/31/01


-



-



26,894



3



1,681,561



(1,819,479
)


(137,915
)Other Comprehensive income-cumulative foreign currency translation adjustment


-



-



-



-



-



1,668



1,668Acquisition of Bullet Environmental Technologies, Inc.


-



-



47,905



5



(522,791
)


-



(522,786
)Issued common stock for cash at $0.0001 per share


-



-



6,471



1



274,999



-



275,000Issued common stock for services at $0.0001 per share


-



-



17,647



2



899,998



-



900,000Issued common stock for accounts payable at $0.0001 per share


-



-



1,176



0



51,000



-



51,000Issued common stock for exercise of stock options at $0.0001 per share


-



-



794



0



33,750



-



33,750Issuance of stock options for services


-



-



-



-



109,831



-



109,831Net loss for the year ended 12/31/02


-



-



-



-



-



(1,697,154
)


(1,697,154
)Balance 12/31/02


-



-



100,887



10



2,528,348



(3,514,965
)


(986,606
)Other Comprehensive income-cumulative foreign currency translation adjustment


-



-



-



-



-



(3,344
)


(3,344
)Issued common stock for cash at $0.0001 per share


-



-



47



0



2,000



-



2,000Issued common stock for services at $0.0001 per share


-



-



11,765



1



89,999



-



90,000Issued common stock for accounts payable at $0.0001 per share


-



-



14,428



1



346,668



-



346,670Issued common stock for related party payable at $0.0001 per share


-



-



1,082



0



46,000



-



46,000Issued common stock for notes payable at $0.0001 per share


-



-



1,765



0



75,000



-



75,000Net loss for the year ended 12/31/03


-



-



-



-



-



(649,912
)


(649,912
)Balance 12/31/03


-



-



129,974



13



3,088,016



(4,168,221
)


(1,080,192
)Other Comprehensive income-cumulative foreign currency translation adjustment


-



-



-



-



-



1,676



1,676Issued common stock for cash at $0.0001 per share


-



-



29,412



3



132,597



-



132,600Issued common stock for exercise of stock options at $0.0001 per share


-



-



27,618



3



200,785



-



200,788Issued common stock for services at $0.0001 per share


-



-



47,616



5



318,835



-



318,840Issued common stock for accounts payable at $0.0001 per share


-



-



47,355



5



298,207



(188,208
)


110,004Issued common stock for deferred compensation at $0.0001 per share


-



-



44,284



4



188,204



-



188,208Issued common stock for finders fee at $0.0001 per share


-



-



2,118



0



(0
)


-



-Stock option compensation


-



-



-



-



167,626







167,626Net loss for the year ended 12/31/04


-



-



-



-



-



(608,206
)


(608,206
)Balance 12/31/04


-



-



328,376



33



4,394,269



(4,962,959
)


(568,657
)Conversion of common stock to Series A preferred stock


4,100,000



410



(48,235
)


(5
)


(405
)


-



-Conversion of common stock options and warrants toSeries A preferred stock


231,500



23



-



-



13,867



-



13,890Issued preferred stock for services at $0.0001 per share


5,250,000



525



-



-



314,475



-



315,000Issued common stock for cash at $0.0001 per share


-



-



25,490



3



69,997



-



70,000Issued common stock for debt at $0.0001 per share


-



-



45,059



5



118,995



-



119,000Deferred compensation earned


-



-



-



-



-



188,208



188,208Issuance of common stock warrants


-



-



-



-



130,305



-



130,305Net loss for the year ended 12/31/05


-



-



-



-



-



(1,359,575
)


(1,359,575
)Balance 12/31/05


9,581,500



958



350,690



35



5,041,504



(6,134,326
)


(1,091,829
)Conversion of Series A preferred stock to common stock


(4,000,000
)


(400
)


47,059



5



395



-



-Issued common stock for cash at $0.0001 per share


-



-



7,059



1



16,749



-



16,750Net loss for the period ended 12/31/06


-



-



-



-



-



(815,944
)


(815,944
)Balance 12/31/06


5,581,500



558



404,807



40



5,058,649



(6,950,270
)


(1,891,022
)Conversion of Series A preferred stock to common stock as of 6/29/07


(5,581,500
)


(558
)


65,665



7



552



-



-Dividend of 100% of subsidiary


-



-



-



-



2,315,250



-



2,315,250Net loss for the period ended 12/31/07


-



-



-



-



-



(414,728
)


(414,728
)Balance 12/31/07


-



-



470,472



47



7,374,450



(7,364,997
)


9,500Net loss for the period ended 12/31/08


-



-



-



-



-



(30,046
)Balance 12/31/08


-



-



470,472



47



7,374,450



(7,395,043
)


(20,546
)Issued common stock for cash at $0.0001 per share


-



-



588,235



59



(59
)


-



-Net loss for the period ended 12/31/09


-



-



-



-



-



(41,009
)


(41,009
)Balance 12/31/09


-


$
-



1,058,707


$
106


$
7,374,391


$
(7,436,052
)

$
(61,555
)
 
 See accompanying notes to financial statements
 
 F-6
 
 ComCam, Inc. (A Development Stage Company) Statements of Cash Flows
 For the PeriodFor the Years Ended


from January 1, 1999December 31,


December 31,


(Inception) to2009


2008


December 31, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(41,009
)

$
(30,046
)

$
71,055Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Decrease (increase) in related party receivable


2,120



(2,120
)


-Increase in accounts payable


18,792



25,080



43,872Net Cash Used In Continuing Operating Activities


(20,097
)


(7,086
)


(27,183
)Net Cash Used in Discontinued Operating Activities


-



-



(4,131,090
)Net Cash Used in Operating Activities


(20,097
)


(7,086
)


(4,158,273
)CASH FLOWS FROM INVESTING ACTIVITIES:Net Cash Used in Discontinued Investing Activities


-



-



(59,617
)Net Cash Used in Investing Activities


-



-



(59,617
)CASH FLOWS FROM FINANCING ACTIVITIES:Deposit - share purchase


50,000



-



50,000Loan payable - related party


18,687



-



18,687Net Cash Provided by Continuing Financing Activities


68,687



-



68,687Net Cash Provided by Discontinued Financing Activities


-



-



4,200,207Net Cash Provided By Financing Activities


68,687



-



4,268,894Net Increase (decrease) in Cash


48,590



(7,086
)


51,004Cash - Beginning of Year/Period


2,414



9,500



-Cash - End of Year/Period

$
51,004



2,414


$
51,004SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid during the Year/Period for:Income taxes

$
-


$
-


$
-Interest

$
-


$
-


$
-
 
 See accompanying notes to financial statements
 
 F-7
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31, 2009and2008
 
 Note 1 Nature of Operations and Summary of Significant Accounting Policies
 
 Nature of Operations
 
 ComCam, Inc. (the “Company”), was incorporated in the State of Delaware on January 1, 1999. The Company’s office is located in West Chester, Pennsylvania.  See Note 3 for discussion of former entity, which was reported as a discontinued operation.
 
 The Company is in the development stage and never fully developed or implemented its business plan after recording discontinued operations in 2007 (See Note 3).  The Company’s planned to seek a strategic partner for a merger or acquisition.  Monkey Rock USA, LLC. (“MR”), a South Dakota Limited Liability Company, acquired the Company in a reverse recapitalization on February 26, 2010 (See Note 9).
 
 Risks and Uncertainties
 
 The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with U.S. 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.
 
 Such estimates for the year ended December 31, 2009 and 2008, and assumptions affect, among others, the following:
 
 ●
estimated valuation allowance for deferred tax assets, due to continuing losses
 
 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
 
 Cash and Cash Equivalents
 
 The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.  The Company had no cash equivalents at December 31, 2009 and 2008.
 
 F-8
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.  At December 31, 2009 and 2008, there were no balances that exceeded the federally insured limit.
 
 Share Based Payments
 
 Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
 
 Earnings per share
 
 In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
 
 Since the Company reflected a net loss in 2009 and 2008, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.
 
 On March 5, 2010, the Company executed a 1-for-85 reverse stock split, all share and per share amounts have been retroactively restated.
 
 Income Taxes
 
 The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
 
 F-9
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2009 and 2008, the Company did not record any liabilities for uncertain tax positions.
 
 Fair Value of Financial Instruments
 
 The carrying amounts of the Company’s short-term financial instruments, including accounts payable, loans payable – related party and deposit, approximate fair value due to the relatively short period to maturity for these instruments.
 
 Recent Accounting Pronouncements
 
 In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”which amends previous guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements in the current economic environment. This pronouncement was effective for periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, financial condition or results of operations; however, these provisions of FASB ASC Topic 820 resulted in additional disclosures with respect to the fair value of the Company’s financial instruments.
 
 In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.
 
 In June 2009, the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.
 
 F-10
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 In January 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's financial statements.
 
 Note 2 Going Concern
 
 As reflected in the accompanying financial statements, the Company has a net loss of $41,009 and net cash used in operations of $20,097 for the year ended December 31, 2009. The Company also has a working capital deficit and a stockholders’ deficit of $61,555 at December 31, 2009. The Company is in the development stage and has not yet generated any revenues.
 
 The Company anticipates that it will continue to generate significant losses from operations in the near future. The Company believes its current available cash, along with anticipated revenues, may be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.
 
 The ability of the Company to continue its operations was dependent on Management's plans, which included the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations were sufficient to fund working capital requirements.  The Company may have needed to incur additional liabilities with certain related parties to sustain the Company’s existence.  See Note 9 regarding change in control.
 
 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 F-11
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 Note 3 Discontinued Operations
 
 Effective December 28, 2007, the Company issued a dividend of 100% of the shares of its wholly owned subsidiary, ComCam International, Inc. (“ComCam International”), to the Company’s shareholders on a pro-rata basis. Shareholders received one share of the subsidiary’s common stock for every twenty shares of the Company’s common stock held.
 
 Summarized results of operations for ComCam International included as loss from discontinued operations, net of tax, in the accompanying statements of operations for the year ended December 31, 2007 and cumulative amounts, were as follows:
 
 
 Cumulative from Inception2007


AmountsRevenues, net

$
1,209,762


$
1,818,992Cost of revenues


1,019,564



1,271,313Gross profit


190,198



547,679Operating expenses:General and administrative


278,249



5,193,846Research and development


6,052



2,257,831Gain on cancellation of debt


(31,950
)


(234,077
)252,351



7,217,600Loss from operations


(62,153
)


(6,669,921
)Other income (expense):Interest income


883



14,211Interest expense


(396,562
)


(752,391
)Gain on embedded derivative liability


43,104



43,104(352,575
)


(695,076
)Net loss

$
(414,728
)

$
(7,364,997
)Net loss per common share - basic and diluted

$
(0.01
)Weighted average common shares - basic and diluted


37,245,000
 
 F-12
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 Summarized cash flow information for ComCam International included as net cash used in discontinued investing activities and net cash provided by discontinued financing activities, in the accompanying statements of cash flows for the year ended December 31, 2007 and cumulative amounts, were as follows:
 
 Cumulative from Inception2007


AmountsCash flows from investing activitiesPurchase of property and equipment

$
-


$
(59,617
)Net cash used in investing activities


-



(59,617
)Cash flows from financing activitiesIssuance of common stock


-



2,275,410Increase in notes payable


185,000



1,849,530Proceeds from spin-off of subsidiary


38,929



38,929Proceeds from reverse acquisition


-



36,338Net cash provided by financing activities

$
223,929


$
4,200,207
 
 Convertible Debenture and Embedded Derivative to HNI, LLC
 
 During the year ended December 31, 2007, a convertible debenture was transferred from the Company to ComCam International. Details related to the convertible debenture are discussed below as they were when initiated by the Company.
 
 On February 14, 2007, the Company issued a Convertible Debenture (the Debenture) to HNI, LLC. The Debenture, as amended, accrues interest at 7% and was convertible into a variable number of shares. The per share conversion rate is defined as 30% off the most recent closing bid price on the date that the Company receives notice of conversion.
 
 The Company analyzed the Debenture based on the provisions of EITF 00-19 and determined that the conversion option of the Debenture qualifies as an embedded derivative. Information related to the recognition of the embedded derivative is as follows:
 
 F-13
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 Embedded Derivative
 
 The fair value of the embedded derivative on February 14, 2007 was determined to be $113,080 and was recorded as an embedded derivative liability. The embedded derivative is revalued at the end of each reporting period and any resulting gain or loss is recognized as a current period charge to the statement of operations. The fair value was calculated using the Black-Scholes option pricing model with the following factors, assumptions and methodologies:
 
 
The fair value of the Company’s common stock was calculated to be $0.017 per share on February 14, 2007.
A volatility of 149% was calculated by using the Company’s closing stock prices since May 2006.
 
 
The exercise price was $0.0119. This amount was determined based on 30% off the most recent closing bid price immediately preceding February 14, 2007.
 
 
The estimated life was determined to be 1 year, which is equal to the contractual life of the embedded derivative.
 
 
The risk free interest rate was determined to be 5.06% based on the 1-year treasury rate.
 Since the transfer of the convertible debenture, the Company has recorded accretion expense related to the embedded derivative discount of $56,540.
 
 Income Taxes
 
 The difference between income taxes at statutory rates and the amount presented in the financial statements is a result of the following:
 2007Income tax benefit at statutory rate

$
(144,000
)Change in valuation allowance


144,000$
-
 
 Supplemental Cash Flow Information
 
 Actual amounts paid for interest and income taxes are as follows:
 
 2007Interest

$
-Income taxes

$
-
 
 F-14
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 On December 28, 2007, the Company distributed a dividend of 100% of the shares of its wholly owned subsidiary ComCam International to the Company’s shareholders on a pro rata basis that entitled a shareholder to receive one share of ComCam International’s common stock for every twenty shares of the Company’s common stock held. Assets, liabilities, and equity included in the dividend are as follows:
 
 Accounts receivable

$
(192,541
)Inventory


(66,278
)Property and equipment, net


(127,179
)Other assets


(2,106
)Accounts payable


316,860Accrued expenses


470,156Embedded derivative liability


69,976Notes payable


1,807,433Equity


(2,315,250
)(38,929
)Cash transferred


38,929$
-
 
 During the year ended December 31, 2007, the Company:
 
 
Acquired $125,000 of property and equipment in exchange for a convertible debenture.
 
Recorded an embedded derivative liability of $113,080 and recorded a discount on the convertible debenture of $113,080.
 
 
Decreased the value of the embedded derivative liability and recognized a gain on the embedded derivative liability of $43,104.
 
 
Converted 5,581,500 shares of Series A preferred stock into 5,581,500 shares of common stock.
 
 Note 4 Loans Payable – Related Party
 
 During the period ended December 31, 2009, the Company received advances from an affiliated entity of $18,687. These advances were non-interest bearing, unsecured and due on demand.  These advances were repaid in January 2010 with the proceeds received in connection with the stock purchase agreement.
 
 Note 5 Deposit
 
 On December 9, 2009, the Company received a $50,000 deposit in connection with a stock purchase agreement effective January 6, 2010. The deposit was considered a payment towards the purchase of the Company (See Note 9).
 
 F-15
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 
 Note 6 Income Taxes
 
 The Company recognized deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards.  The Company will establish a valuation allowance to reflect the likelihood of realization of deferred tax assets.
 
 The Company has a net operating loss carryforward for tax purposes totaling of approximately $3,562,000 at December 31, 2009, expiring through 2029. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership, see Note 9 regarding change in control event).
 
 Temporary differences, which give rise to a net deferred tax asset at December 31, 2009 and 2008, are approximately as follows:
 
 2009


2008Gross deferred tax assets:Net operating loss carryforwards

$
(1,358,000
)

$
(1,342,000
)Total deferred tax assets


1,358,000



1,342,000Less: valuation allowance


(1,358,000
)


(1,342,000
)Net deferred tax asset recorded

$
-


$
-
 
 The valuation allowance at December 31, 2008 (inception) was approximately $1,342,000. The net change in valuation allowance during the period ended December 31, 2009, was an increase of approximately $16,000.
 
 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.  The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2009 and 2008, respectively.
 
 F-16
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 The actual tax benefit differs from the expected tax benefit for the period ended December 31, 2009 and 2008 (computed by applying a blended U.S. Federal and State Corporate tax rate of approximately 38% as  follows:
 
 2009


2008Expected tax expense (benefit)

$
(16,000
)

$
(10,000
)Change in valuation allowance


16,000



10,000Actual tax expense (benefit)

$
-


$
-
 
 Note 7 Fair Value
 
 The fair value of the Company's financial assets and liabilities reflects the Company's estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company's assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
 Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Level 3:

Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.
 
 The Company's investment strategy is focused on capital preservation. The Company intends to invest in instruments that meet credit quality standards.  The current expectation is to maintain cash and cash equivalents, once these resources are available.
 
 At December 31, 2009 and 2008, the Company has no instruments that require additional disclosure.
 
 F-17
 
 ComCam, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 December 31,2009and 2008
 
 Note 8 Contingencies
 
 From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.
 
 Note 9 Subsequent Events
 
 The Company performed a review of subsequent events between the balance sheet date of December 31, 2010 and April 30, 2010, the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure were the following:
 
 Stock Purchase Agreement and Reverse Recapitalization
 
 On December 31, 2009, the Company issued 588,235 shares of common stock to an individual, for a $50,000 deposit, in a transaction that was formally closed on January 6, 2010 to effect a change in control and subsequent reverse recapitalization with MR, a private operating company.  The remaining $150,000 of the $200,000 purchase price, net of a $15,000 finder’s fee, was received on January 8, 2010, which resulted in the completion of the sale of the Company to MR.
 
 On February 26, 2010, the Company entered into an Agreement with MR to issue the remaining 7,701,765 shares of its common stock, par value $0.0001 per share.  These 7,701,765 shares represented 87.91% of the then issued and outstanding stock of the Company.
 
 F-18