<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-KSB

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934 for the fiscal year ended December 31, 2002.
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934 for the transition period from __________ to
     __________.

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


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


                 Delaware                                 98-0208402
                 --------                                 ----------
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)



        1140 McDermott Drive, Suite 200, West Chester, Pennsylvania 19380
        -----------------------------------------------------------------
               (Address of principal executive office) (Zip Code)


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

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

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

Check whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirement for the past 90
days.   Yes [X]    No [ ]

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

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

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

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


<PAGE>

<TABLE>
<CAPTION>

                              TABLE OF CONTENTS


<S>                                                                          <C>

PART I


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


PART II


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


PART III


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


SIGNATURES                                                                   15
EXHIBITS                                                                     17


</TABLE>
                                       1

<PAGE>
                                    PART I

Item 1.  DESCRIPTION OF BUSINESS

General
-------

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

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

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

Business
--------

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

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

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


                                       2
<PAGE>

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

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

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

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

The Company is pursuing patent applications regarding original system designs
and software modules. Trademarks, registration applications and product names
are also being pursued for the Company.
The Company conducts its principal engineering activities, including
electrical design, computer board layouts and software development at the
Company's headquarters and uses outside manufacturers for the mass-production
of its cameras. Casework and lenses are outsourced, while technology
improvements are conducted internally.  Specialty items and unique upgrades
are also developed and manufactured in-house.  The Company believes it can
transition to the mass market after stabilizing the current opportunities in
the vertical market sector and distilling the setup complexities for the
average consumer.

The Company continues to assemble a domestic and international network of
distributors and resellers currently representing 11 countries.  Development
efforts for leading U.S. government agencies include the Department of
Defense, the Federal Bureau of Investigation, and the Department of the
Interior.  Overseas, the Company works steadily with Toshiba Japan, Sanyo
Japan, and COBRA electronics, Germany, among others.

Government Regulation
---------------------

International, national and local standards set by governmental regulatory
authorities set the regulations by which communications are transmitted within
and across respective territories. The Company's fixed and mobile digital
video cameras and communication systems are subject to such regulation in
addition to national, state and local taxation. The Company is required to
Federal Communications Commission approval, specifically for Class A, B and
Part 15 for the telephone related applications of its hardware products. The
Company's German manufacturer is in the process of obtaining these approvals.
The Company has successfully operated within present governmental regulations
in various jurisdictions and is confident that any changes in governmental
regulations can be met in relation to its core technology.


                                       3
<PAGE>

Competition
-----------

Competition within the international market for fixed and mobile commercial
video cameras and other equipment communication systems is intense. While
there is no dominant technological or business leader, there are many
companies with greater financial resources and more established distribution
channels than the Company. However, the Company is bringing to market a highly
competitive video camera system that meets the requirements of both the
commercial wired and wireless end-users. Most importantly, offering a fully
functional, compact wireless system opens new market opportunities for mobile
and wearable deployment. The Company's products are distinguished by
next-generation innovations that are more sophisticated, flexible and cost
effective than competitive products currently in the market place.

Employees
---------

The Company is a development stage company and currently has no employees. Our
executive officer devotes as much time to the affairs of the Company as he
deems appropriate. Management of the Company uses consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any
full-time employees.  The Company currently engages eight (8) individuals as
consultants. The need for full time employees and their availability will be
addressed once management believes the Company's business plan to be fully
funded.

Reports to Security Holders
---------------------------

The Company is not required to deliver an annual report to security holders
and will not voluntarily deliver a copy of the annual report to the security
holders. Should the Company choose to create an annual report, it will contain
audited financial statements. The Company files all of its required
information with the Commission.

The public may read and copy any materials that are filed by the Company with
the Commission at the Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The statements and forms filed by the Company with the
Commission have been filed electronically and are available for viewing or
copy on the Commission maintained Internet site that contains reports, proxy,
and information statements, and other information regarding issuers that file
electronically with the Commission. The Internet address for this site can be
found at www.sec.gov.

ITEM 2.  DESCRIPTION OF PROPERTY

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

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

ITEM 3.  LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceeding.


                                       4
<PAGE>

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

No matter was submitted to a vote of the security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2002.


                                    PART II

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

The Company's common stock is quoted on the Over the Counter Bulletin Board, a
service maintained by the National Association of Securities Dealer, Inc.
under the symbol, "CMCA.OB". Prior to July 24, 2002, the Company traded under
the symbol BLLE.OB. Trading in the common stock in the over-the-counter market
has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions.  Further, these prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission,
and may not necessarily reflect actual transactions.  The high and low bid
prices for the common stock for each quarter of the years ended December 31,
2002 and 2001 are as follows:


            YEAR         QUARTER ENDING        HIGH         LOW
            ----         ----------------      ------       ------

            2002         March 31, 2002        $1.06        $0.71
                         June 30, 2002         $1.01        $0.60
                         September 30, 2002    $0.80        $0.21
                         December 31, 2002     $0.80        $0.25

            2001         March 31, 2001        $4.00        $2.00
                         June 30, 2001         $2.19        $1.65
                         September 30, 2001    $0.85        $0.10
                         December 31, 2001     $2.00        $0.13

Record Holders
--------------

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

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


                                       5
<PAGE>

Dividends
---------

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

Results of Operations
---------------------

Sales

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

Losses

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

Expenses

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

Research and development expenses for the year ended December 31, 2002
increased to $394,609 from $160,094 for the year ended December 31, 2001, an
increase of 59%. The increase in research and development expenses can be
attributed to ongoing research to improve the Company's products. The Company
expects further increases in research and development expenses as funds become
available.


                                       6
<PAGE>

Stock compensation expenses for the year ended December 31, 2002 increased to
$1,009,831 from $0 in the year ended December 31, 2001. The significant stock
compensation expense is the direct result of limited capital availability
throughout 2002 and the resultant use of stock based compensation to maintain
or expand the Company's operations. The Company expects to reduce reliance on
stock based compensation as funds become available.

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

Income Tax Expense (Benefit)
----------------------------

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

Impact of Inflation
-------------------

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

Liquidity and Capital Resources
-------------------------------

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

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

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

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

Capital Expenditures
--------------------

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

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


                                       7
<PAGE>

Going Concern
-------------

The Company's auditors have expressed an opinion as to the Company's ability
to continue as a going concern as a result of an accumulated deficit of
$3,516,633 as of December 31, 2002.  The Company's ability to continue as a
going concern is subject to the ability of the Company to obtain a profit and
/or obtaining the necessary funding from outside sources.  Management's plan
to address the Company's ability to continue as a going concern, includes (i)
obtaining funding from private placement sources; (ii) obtaining additional
funding from the sale of the Company's securities; (iii) obtaining loans from
shareholders as necessary, and (iv) converting outstanding debt to equity.
(Although management believes that it will be able to obtain the necessary
funding to allow the Company to remain a going concern through the methods
discussed above, there can be no assurances that such methods will prove
successful.

ITEM 7. FINANCIAL STATEMENTS

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






                                       8

<PAGE>

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

                       CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001




<PAGE>

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


                                    INDEX



                                                                      Page

Independent Auditors' Report                                           F-2

Consolidated Balance Sheet                                             F-3

Consolidated Statements of Operations                                  F-4

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

Consolidated Statements of Cash Flows                                  F-6

Notes to Consolidated Financial Statements                             F-7




                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                  COMCAM, INC.
              (Formerly Bullet Environmental Technologies, Inc.)
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEET
                               December 31, 2002


                     ASSETS
                     ------
<S>                                                     <C>
Current assets:
  Cash                                                  $     5,445
  Accounts receivable, net                                   13,456
                                                        -----------

        Total current assets                                 18,901


Property and equipment, net                                   6,248
Other assets                                                  7,438
                                                        -----------
         Total assets                                        32,587
                                                        -----------

LIABILITIES AND STOCKHOLDERS' DEFICIT

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

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

   Commitments and contingencies                                  -

   Stockholders' deficit:
      Preferred stock, $.0001 par value; 5,000,000 shares
      authorized, no shares issued and outstanding                -
      Common stock, $.0001 par value; 30,000,000
      shares authorized, 8,575,402 shares
      issued and outstanding                                    858
      Additional paid-in capital                          2,527,501

   Accumulated other comprehensive income                     1,668

   Deficit accumulated during the development stage      (3,516,633)

        Total stockholders' deficit                        (986,606)

        Total liabilities and stockholders' deficit      $   32,587



</TABLE>

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


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

                                                                            Cumulative
                                                   2002          2001         Amounts
                                                ----------    ----------    ----------
<S>                                           <C>             <C>           <C>

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

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

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

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

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


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

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

Net loss per common share - basic and diluted        (.31)         (.10)
                                                ----------    ----------
Weighted average common and common

     equivalent shares - basic and diluted

                                               5,511,000      2,275,000
                                                ----------    ----------

</TABLE>

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


F-4


<PAGE>
<TABLE>
<CAPTION>

<PAGE>

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


                  ----------   --------   -----------   -------------   ------------   ------------   -------------   ----------
<S>               <C>          <C>        <C>           <C>             <C>            <C>            <C>             <C>




                                                             Deficit
                                                             Accumulated

Accumulated

Total





Additional

Other

During the

Stockholders'


Preferred Stock

Common Stock

Paid-in

Comprehensive

Development

(Deficit)


Shares

Amount

Shares

Amount

Capital

Income

Stage

Equity
Balance at January 1, 1999






 (date of inception)

            -
$
          -

                      -
$
             -
$
                       -
$
                       -
$
                         -
$
                       -



Issuance of common stock for cash

            -

          -

          1,783,430

          180

              784,816



                         -

              784,996



Net loss

            -

          -

                      -

             -

                       -



              (787,169)

            (787,169)




Balance at December 31, 1999

            -

          -

          1,783,430

          180

              784,816

                       -

              (787,169)

                (2,173)



Issuance of common stock for:






  Cash

            -

          -

             424,782

            42

              734,045



                         -

              734,087
  Services

            -

          -

               54,284

              5

              137,036



                         -

              137,041

















Net loss

            -

          -

                      -

             -

                       -



              (802,538)

            (802,538)








Balance at December 31, 2000

            -

          -

          2,262,496

          227

           1,655,897

                       -

           (1,589,707)

                66,417

















Issuance of common stock for cash

            -

          -

               23,468

              2

                25,438



 -

                25,440

















Net loss

            -

          -

                      -

             -

                       -



              (229,772)

            (229,772)

















Balance at December 31, 2001

            -

          -

          2,285,964

          229

           1,681,335

                       -

           (1,819,479)

            (137,915)

















Comprehensive loss:
















  Net loss

            -

          -

                      -

             -

                       -

                       -

           (1,697,154)

         (1,697,154)
  Other comprehensive income -
















    cumulative foreign currency
















    translation adjustment

            -

          -

                      -

             -

                       -

                  1,668

                         -

                  1,668

















      Total comprehensive loss

            -

          -

                      -

             -

                       -

                       -

                         -

         (1,695,486)

















Acquisition of Bullet Environmental
















  Technologies, Inc. (see note 1)

            -

          -

          4,071,938

          407

            (523,193)

                       -

                         -

            (522,786)

















Issuance of common stock for:
















  Cash

            -

          -

             550,000

            55

              274,945

                       -

                         -

              275,000
  Services

            -

          -

          1,500,000

          150

              899,850

                       -

                         -

              900,000
   Accounts payable

            -

          -

             100,000

            10

                50,990

                       -

                         -

                51,000
  Exercise of stock options

            -

          -

               67,500

              7

                33,743

                       -

                         -

                33,750

















Issuance of stock options for services

            -

          -

                      -

             -

              109,831

                       -

                         -

              109,831

















Balance at December 31, 2002

            -
 $
          -

          8,575,402
 $
          858
 $
           2,527,501
 $
                  1,668
 $
           (3,516,633)
 $
            (986,606)


</TABLE>


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



F-5

<PAGE>
<TABLE>
<CAPTION>
                                  COMCAM, INC.
                (Formerly Bullet Environmental Technologies, Inc.)
                          (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years Ended December 31, 2002 and 2001


                                                                   Cumulative
                                                                     Amounts
                                               2002      2001

<S>                                                     <C>         <C>        <C>
Cash flows from operating activities:
 Net loss                                   (1,697,154) (229,772)  (3,516,633)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation        5,618 11,704   35,209
     Stock compensation expense  1,009,831  1,146,872
    (Increase) decrease in:
       Accounts receivable      15,429   (19,674)   (13,456)
       Other assets        -      -        (7,438)
     Increase (decrease) in:
      Accounts payable      136,265      3,950       234,133
      Accrued expenses     (3,933)  6,290     11,384
       Net cash used in operating activities   (533,944)  (227,502(2,109,929)
Cash flows from investing activities:
  Purchases of property and equipment           -      (314)     (41,457)

      Net cash used in investing activities     -     (314)  (41,457)
Cash flows from financing activities:
  Issuance of common stock     308,750  25,440    1,853,273
  Proceeds from  reverse acquisition     36,338       -           36,338
  Proceeds from notes payable


      190,552

     75,000

       265,552








          Net cash provided by financing activities

      535,640

   100,440

    2,155,163








Change in cumulative foreign currency







  translation adjustment


         1,668

           -

          1,668








          Net increase (decrease) in cash


         3,364

  (127,376)

          5,445








Cash, beginning of period


         2,081

   129,457

               -








Cash, end of period

$
         5,445

       2,081

          5,445


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


</TABLE>





F-6
<PAGE>

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


Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------

Organization
-------------

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

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

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


Cash and Cash Equivalents
--------------------------

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


                                      F-7
<PAGE>

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


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

Property and Equipment
-----------------------

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

Revenue Recognition
--------------------

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

Shipping and Handling Costs
----------------------------

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

Income Taxes
-------------

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

Earnings Per Share
-------------------

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

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


                                      F-8
<PAGE>

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


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

Concentration of Credit Risk
-----------------------------

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

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

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

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


Note 2 - Principles of Consolidation
-------------------------------------

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


Note 3 - Going Concern
-----------------------

As of December 31, 2002, the Company's revenue generating activities are not
in place, and the Company has incurred losses since inception.  These factors
raise substantial doubt about the Company's ability to continue as a going
concern.


                                      F-9
<PAGE>

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


Note 3 - Going Concern (continued)
----------------------------------

Management intends to seek additional equity funding to expand marketing
efforts and product development.  There can be no assurance that such funds
will be available to the Company nor that the marketing and product
development efforts will be successful.


Note 4 - Property and Equipment
-------------------------------

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

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

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

                                                                $      6,248
                                                                     ========

Note 5 - Notes Payable
----------------------

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

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

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

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

     Note payable to Global Megatrend, the note bears interest
       at 7.5% and is due on demand                                 150,000
                                                                   ----------

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



                                      F-10
<PAGE>

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


Note 6 - Operating Leases
-------------------------

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

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

              Year ending
              December 31,                    Amount
              ------------                 ------------

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

                                           $   106,000
                                              =========


Note 7 - Income Taxes
---------------------

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

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

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

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



                                      F-11
<PAGE>

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


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

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


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


The Company has net operating loss carryforwards of approximately $3,400,000,
which begin to expire in the year 2019.  The amount of net operating loss
carryforwards that can be used in any one year will be limited by significant
changes in the ownership of the Company and by the applicable tax laws which
are in effect at the time such carryforwards can be utilized.


Note 8 - Related Party Transactions
-----------------------------------

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

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


Note 9 - Supplemental Cash Flow Information
-------------------------------------------

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

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



                                      F-12
<PAGE>

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


Note 10 - Preferred Stock
-------------------------

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


Note 11 - Stock Options and Warrants
------------------------------------

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

A schedule of the options and warrants outstanding is as follows:

                                                    Number of       Exercise
                                               ------------------   Price Per
                                               Options   Warrants     Share
                                               -------   --------   ---------

     Outstanding at January 1, 2001 and 2002      -      551,250   $3.00-6.00

        Granted                                400,000        -           .50
        Exercised                              (67,500)       -           .50
        Expired                                     -     (551,250)   3.00-6.00
                                               -------   ---------

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





                                      F-13
<PAGE>

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


Note 12 - Stock Based Compensation
----------------------------------

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

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

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


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

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

<TABLE>
<CAPTION>

                          Outstanding                                      Exercisable
---------------------------------------------------------------   -------------------------------

                                    Weighted
                                     Average
                                    Remaining        Weighted
                                   Contractual       Average                     Weighted Average
   Exercise         Number             Life          Exercise        Number          Exercise
    Price         Outstanding        (Years)          Price        Exercisable        Price
--------------   --------------   --------------   ------------   -------------  ----------------
<S>              <C>              <C>              <C>            <C>            <C>


    $ .50            332,500            .80           $  .50         332,500         $   .50
--------------   --------------   --------------   ------------   -------------  ----------------
</TABLE>


                                      F-14
<PAGE>

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


Note 13 - Fair Value of Financial Instruments
---------------------------------------------

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


Note 14 - Recent Accounting Pronouncements
------------------------------------------

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

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
(SFAS 145).  This Statement changes the method for reporting gains on the
extinguishment of debt and eliminates an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions.  This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. Management
does not expect the adoption of SFAS 145 to have a significant impact on the
financial position or results of operations of the Company.

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



                                      F-15
<PAGE>

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



Note 15 - Subsequent Events
---------------------------

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

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







                                     F-16
<PAGE>

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

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

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

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

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


                                   PART III

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

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

     Name                 Age           Year              Positions Held
                                  Elected/Appointed
---------------------   -------   ------------------   ---------------------
Don Gilbreath             46             2002          President, Chief
                                                       Financial Officer

Ross Wilmot               58             1999          Director

Robert Betty              47             2002          Director, Secretary

Nadir Walji               54             2002          Director



                                       9
<PAGE>

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

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



                                       10
<PAGE>

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

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

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

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

ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation
----------------------

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

                                                         Long-Term Compensation
                         Annual Compensation        Awards                    Payouts
(a)         (b)     (c)      (d)      (e)           (f)         (g)           (h)      (i)
Name                                  Other         Restricted  Securities
and                 Annual   Annual   Annual        Stock       Underlying    LITP     All other
Principal   Fiscal  Salary   Bonus    Compensation  Awards      Options/SARs  Payouts  Compensation
Position    Year    ($)      ($)      ($)           ($)         (#)           ($)      ($)
----------  ------  -------  -------  ------------  ----------  ------------  -------  ------------
<S>         <C>     <C>      <C>      <C>           <C>         <C>           <C>      <C>

Don Gilbreath,
President, Chief Financial Officer and Director
             2002   41,000
             2001   20,000
             2000   20,000

Ross Wilmot,
Former President and Director
             2002   18,632
             2001    5,932
             2000
</TABLE>





                                       11
<PAGE>

Compensation of Directors

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

Board of Directors Committees

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

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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



                                       12

<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Title of Class  Name and Address                 Nature of Ownership  Number of Shares  % of Class
--------------  ------------------               -------------------  ----------------  -----------
<S>             <C>                              <C>                  <C>               <C>

                Don Gilbreath
                chief executive officer, chief
                financial officer, director
                1525 Tanglewood Drive
 Common         West Chester, Pennsylvania 19380        Legal             990,286          11.2%


                Robert Betty
                912 Carrie Lane
 Common         West Chester, Pennsylvania 19383        Legal             990,282          11.2%


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


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


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


                Officer and Directors as a Group        Legal           1,980,568          22.4%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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




                                       13
<PAGE>

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

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

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

ITEM 14.    CONTROLS AND PROCEDURES

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



                                       14
<PAGE>

SIGNATURES

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


COMCAM, INC.



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

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


Signature                  Title                              Date

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

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

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

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






                                       15
<PAGE>



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

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

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

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

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

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

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

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

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

Date: April 11, 2003

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




                                       16
<PAGE>




INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.  DESCRIPTION

3(i)(a)     *    Certificate of Incorporation dated December 5, 1997
                 (incorporated by reference to the Form 10-SB filed on
                 September 20, 1999.
3(i)(b)     *    Amendment to Certificate of Incorporation dated February 28,
                 1998 (incorporated by reference to the Form 10-SB filed on
                 September 20, 1999).
3(i)(c)     *    Amendment to Certificate of Incorporation dated March 15,
                 1998 (incorporated by reference to the Form 10-SB filed on
                 September 20, 1999).
3(i)(d)     *    Amendment to Certificate of Incorporation dated June 3, 2002
                 (incorporated by reference to the Form 10KSB/A filed on
                 August 9, 2002).
3(ii)       *    Bylaws (incorporated by reference to the Form 10-SB filed on
                 September 20, 1999).
10          *    Stock Exchange Agreement between the Company and ComCam
                 International, Inc. dated May 8, 2002 (incorporated by
                 reference to the Form 8K filed on June 18, 2002).
99.1       18    Certification Pursuant to 18 U.S.C. Section 1350, Section 906
                 of the Sarbanes-Oxley Act of 2002.







                                       17