TABLE OF CONTENTS



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|PART I.   |                                                                                                                                       |  |  |     
|          | Item       1.     Description of Business                                                                                             |  |  | 2    | 
|          | Item       2.     Description of Property                                                                                             |  |  | 14   | 
|          | Item       3.     Legal Proceedings                                                                                                   |  |  | 14   | 
|          | Item       4.     Submission of Matters to a Vote of Security Holders                                                                 |  |  | 14   | 
|PART II.  |                                                                                                                                       |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                                                            |  |  | 15   | 
|          | Item       6.     Managements's Discussion and Analysis                                                                               |  |  | 22   | 
|          | Item       7.     Financial Statements                                                                                                |  |  | 26   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                |  |  | 27   | 
|          | Item     8A.     Controls and Procedures                                                                                              |  |  | 27   | 
|          | Item     8B.     Other Information                                                                                                    |  |  | 27   | 
|PART III. |                                                                                                                                       |  |  |     
|          | Item       9.     Directors and Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act. |  |  | 27   | 
|          | Item     10.     Executive Compensation                                                                                               |  |  | 30   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                                                       |  |  | 30   | 
|          | Item     12.     Certain Relationships and Related Transactions                                                                       |  |  | 31   | 
|          | Item     13.     Exhibits                                                                                                             |  |  | 31   | 
|          | Item     14.     Principal Accountant Fees and Services                                                                               |  |  | 32   | 
|          | SIGNATURES                                                                                                                            |  |  | 33   | 
|          | EXHIBITS                                                                                                                              |  |  | 34   | 

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                                                                                                                                            
|----------- | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Certificate of Incorporation dated December 5, 1997 (incorporated by reference to the Form 10-SB filed on September 20, 1999).                                                                                                                                                                                                                                                         
|3(i)(b)     | *        | Amendment to Certificate of Incorporation dated February 28, 1998
                           (incorporated by reference to the Form 10-SB filed on September 20,
                           1999).                                                                                                                                                                                     
|3(i)(c)     | *        | Amendment to Certificate of Incorporation dated March 15, 1998
                           (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)     | Attached | Amendment to the Certificate of Incorporation dated December 2, 2004.                                                                                                                                                                                                                                                                                                                  
|3(ii)       | *        | Bylaws (incorporated by reference to the Form 10-SB filed on September
                           20, 1999).                                                                                                                                                                                                                                                                           
|4           | *        | Certificate of designation, number, powers, preferences and relative, participating optional, and other special rights and the
                           qualifications, limitations, restrictions, and other distinguishing characteristics of Series A Preferred
                           Stock of ComCam, Inc. (incorporated by reference to the Form 8-K dated January 13, 2005)
|10(i)       | *        | Stock exchange agreement between ComCam and ComCam International
                           Inc. dated May 8, 2002 (incorporated by reference to the Form 8-K filed
                           September 18, 2002).                                                                                                                                                                    
|10(ii)      | *        | Debt settlement agreement between ComCam and First Capital Invest Corp. dated March 4, 2003
                           (incorporated by reference to the Form 10-QSB filed August 14, 2003).                                                                                                                                                                                           
|10(iii)     | *        | Debt settlement agreement between ComCam and Shafiq Nazerali dated May 15, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                                                                                                                                                       
|10(iv)      | *        | Debt settlement agreement between ComCam and Shafiq Nazerali dated May 15, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                                                                                                                                                       
|10(v)       | *        | Debt settlement agreement between ComCam and Zmax Capital Corp. dated May 20, 2003(incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                                                                                                                                                     
|10(vi)      | *        | Debt settlement agreement between ComCam and Zmax Capital Corp. dated May 20, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                                                                                                                                                    
|14          | Attached | Code of Ethics adopted January 26, 2005                                                                                                                                                                                                                                                                                                                                                
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
       Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                          
|99(i)       | Attached | Audit Committee Charter adopted January 26, 2005.                                                                                                                                                                                                                                                                                                                                      
|99(ii)      | Attached | Investment Committee Charter adopted January 26, 2005.