**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM 10-K**

*(Mark One)*

þ     Annual report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended        **December 31, 200****8**.

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

Commission file number: **00****1-15165**

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

(Exact name of registrant as specified in its charter)

| **Delaware**

(State or other jurisdiction of

incorporation or organization) | **98-0208402**

(I.R.S. Employer

Identification No.) |
|-------------------------------------------------------------------------------|-------------------------------------------------------|

**1140 McDermott Drive,****Suite 200,****West Chester, Pennsylvania 19380**

(Address of principal executive offices) (Zip Code)

**(610) 436-8089**

(Issuer’stelephone number, including area code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Actof 1933: Yes o No        þ.Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act:Yes o No þ.

Indicate by check markwhether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to        file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þNoo.

Indicate by check mark ifdisclosure of delinquent filers in response to Item 405 of Regulation S-K isnot containedherein,and will not be contained, to        the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-Kor any amendment to this Form 10-Ko.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting companyas defined byRule 12b-2 of the Exchange Act: smaller reporting companyþ.

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

The aggregate market value of the registrant's common stock, $0.0001 par value, held by non-affiliates(27,255,429shares)was approximately $163,533based on the average closing bid and asked prices ($0.006)for the common stock on March 27, 2009.

At March27, 2009the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was 39,990,134.

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**TABLE OF CONTENTS**

**           **Page**    
**PART I.**
     Item       1.        Business  3  Item       1A.      Risk Factors  6  Item       1B.      Unresolved Staff Comments  10  Item       2.        Properties  10  Item       3.        Legal Proceedings  10  Item       4.        Submission of Matters to a Vote of Security Holders  10 
**PART II.**
     Item       5.        Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities  10  Item       6.        Selected Financial Data  12  
Item       7.        Management's Discussion and Analysis of Financial Condition and Results of Operations
  12  Item       7A.     Quantitative and Qualitative Disclosures about Market Risk  17  Item       8.        Financial Statements and Supplementary Data  17  Item       9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  18  Item       9A.     Controls and Procedures (Item 9A (T))  18  Item       9B.     Other Information  19 
**PART III.**
     Item     10.      Directors, Executive Officers and Corporate Governance  19  Item     11.      Executive Compensation  22  Item     12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  23  Item     13.      Certain Relationships and Related Transactions, and Director Independence  23  Item     14.      Principal Accountant Fees and Services  24 
**PART IV.**
     Item     15.      Exhibits and Financial Statement Schedules  25                         Signatures  26    **

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**PART I**

**ITEM 1.     ****BUSINESS**

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

**Corporate History**

The Company wasincorporated as “Innovin Development Corporation” on December 18, 1997, in the State of Delaware. On March 5, 1998 we changed our name to “Anglo-Sierra Resources Corp.” and on March        15, 1999 to “Bullet Environmental Technologies, Inc.” to reflect a focus on divergent business operations. We changed our name to “ComCam, Inc.” on June 3, 2002 as the result of our acquisition of ComCam International.                  On January 10, 2005, the Companyelected to be regulated as a Business Development Company (“BDC”) as outlined in the Investment Company Act of 1940 by filing a Form NT-54A with the Securities and Exchange Commission (“Commission”). On December 28, 2006, the holders of a majority of the outstanding shares of ourcommon stock        entitled to vote executed a written consent that approved the withdrawal of our BDC election. On March 9, 2007, we filed a notice of our withdrawal on Form NT-54C with the Commission.

We operated ComCam International as a wholly owned subsidiary from June 3, 2002 until December 28, 2007 when we completed a100% dividend of ComCam International’s shares to our shareholderson a pro rata basis of one share of ComCam International’scommon stock for every twenty shares of our common stock held as of the dividend record date. Ourboard of directors decided to “spin-off” ComCam Internationalin order to separately focus the attention of the financial community on ComCam International’sbusiness, with the intention of improving itsaccess to financingwhile enabling the Company to seek out other        technology based business opportunities in the development stage. 

The Company’s principal place of business is located at 1140 McDermott Drive, Suite 200, West Chester, Pennsylvania, 19380, and our telephone number is (610) 436-8089. 

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

**The Company**

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

***Selection of a Business***

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

 

 

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

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

Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the        target’s products or services, or the failure to realize profits.                  The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. Management anticipates that any opportunity in which we participate will present certain risks. Many of these risks cannot be adequately identified prior to selection of a specific opportunity. Our shareholders must therefore depend on the ability of management to identify and evaluate such risks. Further, in the case of some of the opportunities available to us, it may be        anticipated that some of such opportunities are yet to develop as going concerns or that some of such opportunities are in the development stage in that same have not generated significant revenues from principal business activities prior to our participation. 

***Acquisition of Business***

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

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

 

 

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

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

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

***Operation of Business a******fter Acquisition***

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

**Competition**

We will be involved in intense competition with other business entitiesto obtaina suitable business opportunity, many of which competitors will have a considerableedge over us by virtue of their stronger financial resources and prior experience in business.

**Marketability**

 

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

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

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

 

 

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**Governmental and Environmental Regulation          **

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

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

**Research and Development**

During the years ended December 31, 2008 and 2007, the Company spent $0 and $6,052, respectively, on research and development activities. We cannot anticipate the amount of spending onresearch and development, if any,in the future;such level will depend upon the nature of the businesses we incubate.

**Employees**

The Company is a development stage company and currently has no employees. Don Gilbreath, oursole executive officer and one of our directors, manages the Company. The Company looks to Don Gilbreath for his entrepreneurial skills and talents.        Management uses consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future.

**Reports to Security Holders**

The Company’s annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and        other information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by the Company with the Commission at the Commission’s Public Reference Room at 100 FStreet, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the        Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at        *http://www.sec.gov*.

**ITEM 1A.     RISK FACTORS**

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

 

 

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**Risks Related t****o****the Company****’s Business**

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

The Company’s auditors included anexplanatory statement in their report on ourfinancial statements for the years ended December 31, 2008and 2007stating that there are certain factors which raise substantial doubt about the Company’s ability to continue as a going concern. These factors include a lack ofrevenuegenerating activities in placeand losses since inception.         

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

The Company had an accumulated deficit of $7,395,043as of December 31, 2008. We will continue to incur operating losses as we maintain our search forsuitable businesses to incubate and satisfy our ongoing disclosure requirements with the Commission. Such continuing losses could result in a decrease in share value.

*OUR**limited financial resources cast severe doubt on**our**ability to pursue our business plan of incubating new technology driven business opportunities.*

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

*We are dependent upon a key person, who would be difficult to replace.*

Our continued operationswill be largely dependent upon the efforts of Don Gilbreath, our sole officer and one of our directors. We do not maintain key-person insurance on Mr. Gilbreath. Our future success also will        depend in large part upon the Company’s future ability to identify, attract and retain other highly qualified managerial, technical and sales and marketing personnel. Competition for these individuals is intense. The loss of the services of Mr. Gilbreath, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel could make it more difficult for us to maintain our operations and meet key objectives such as incubation of        new business opportunities.

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

As of December 31, 2008, the Company had a working capital deficit of $20,546. We have no revenue generation activities in place. As such, we will have to obtain additional working capital from debt or equity placements to effectively continue our operations. However, we have no        commitment for the provision of working capital. Should we be unable to secure additional capital, such condition would cause us to reduce expenditures which could have a material adverse effect on our business. 

 

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*OUR CHIEF EXECUTIVE OFFICER MAY NOT BE ABLE TO OFFER HIS UNDIVIDED ATTENTION TO THE COMPANY         *

Don Gilbreath serves as our sole executive officer and as the soleexecutive officer of ComCamInternational, Inc.Mr. Gilbreath’s dual responsibilities cause him to divide his time between two corporations with disparate interests. Currently, Mr. Gilbreath devotes significant time to the marketing of ComCam International’sproducts and services. As such, he maynot be ableincrease hiseffortinseeking out new business opportunities in the technology sector.

***Risks Related to the Company’s Stock***

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

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

*We**incur significant expenses as a result of being**REGISTERED WITH THE        COMMISSION**, which**EXPENSES**negatively impact our financial performance.*

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

***Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.***

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

 

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*THE COMPANY’S STOCK PRICE**IS**VOLATILE*

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

|  | ·      | the Company’s perceived prospects; |
|--|----------------------------------------|------------------------------------------|

|  | ·      | negative variances in our operating results, and achievement of key business targets; |
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|  | ·      | limited trading volume in shares of the Company’s common stock in the public market; |
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|  | ·      | sales or purchases of large blocks of our stock; |
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|  | ·      | changes in, or the Company’s failure to meet, earnings estimates; |
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|  | ·      | changes in securities analysts’ buy/sell recommendations; |
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|  | ·      | differences between our reported results and those expected by investors and securities analysts; |
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|  | ·      | announcements of legal claims against us; |
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|  | ·      | market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors; |
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|  | ·      | developments in the financial markets; and |
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|  | ·      | general economic, political or stock market conditions. |
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In addition, our stock price may fluctuate in ways unrelated or disproportionate to our operating performance. The general economic, political and stock market conditions that may affect the market price of the Company’s common stock are beyond our control. The market price of the Company’s common stock        at any particular time may not remain the market price in the future. In the past, securities class action litigation has been instituted against companies following periods of volatility in the market price of their securities. Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources. 

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

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

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

 

 

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

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
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|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
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|  | ·      | "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
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|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
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|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
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**ITEM 1B.     UNRESOLVED STAFF COMMENTS**

Not applicable.

**ITEM 2.     ****PROPERT****IES**

The Company shares4,500square feet of office space in West Chester, Pennsylvaniawith ComCam Internationalwho leases the        space. We pay no rentfor our usage. Our costswere approximately$50,000 forthe yearended December 31, 2007when the Company was responsible for the lease.

**ITEM 3.     LEGAL PROCEEDINGS**

The Companyis currently not a party to any legal proceedings.         

**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, 2008.

**PART II**

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

The Company's common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the Financial Industry Regulatory Authorityunder the symbol,        “CMCA”. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following table sets forth for the periods indicated the high and low bid prices for the common stock as reported each quarterly        period within the last two fiscal years.                           

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| ***Year*** | ***Quarter Ending*** | ***High*** | ***Low*** |
|------------|----------------------|------------|-----------|
| 2008       | December 31          | $0.020     | $0.0001   |
|       | September 30         | $0.013     | $0.001    |
|       | June 30              | $0.018     | $0.002    |
|       | March 31             | $0.020     | $0.001    |
| 2007       | December 31          | $0.004     | $0.001    |
|       | September 30         | $0.006     | $0.002    |
|       | June 30              | $0.005     | $0.002    |
|       | March 31             | $0.004     | $0.002    |

**Capital Stock**

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

***Common Stock***

As of March 27, 2009there were 39shareholders of record holding a totalof39,990,134shares of fully paid and non-assessable common stock of the 100,000,000 shares of common stock, par value $0.0001, authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of        record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common        stock.

***Preferred Stock***

As of March 27, 2009there were no shareholders of record of the 20,000,000 shares of preferredstock, par value        $0.0001, authorized.

***Warrants***

As of March 27, 2009the Companyhad no outstanding warrantsto purchase shares of our common stock.

***Stock Options***

As of March 27, 2009the Companyhad no outstanding stock options to purchase shares of our common stock.

***Convertible Debenture***

During the year ended December 31, 2007, a convertible debenture, as amended, was assumed by ComCam International on separation from usthough the Companyremained a guarantor of that obligation. The debenture, which fell in defaulton February 14,        2009,currently accrues interest at 12% per annum, and is due on demand, orconvertible, at the holder’s option,into shares of either ComCam International’sor the        Company’s common stock.

 

 

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***D******ividends***

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

**Transfer Agent and Registrar**

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

 

**Purchases of Equity Securities made by the Issuer and Affiliated Purchasers**

None.         

**Recent Sales of Unregistered Securities**

None.

**ITEM 6.     SELECTED FINANCIAL DATA**

Not required.

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

This *Management’s Discussion and Analysi**s of Financial Condition and**Results of        Operations*and other parts of this current reportcontain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking        statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31. 

**Discussion and Analysis**

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

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

 

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**Results of Operations**

 

During the year ended December 31, 2008, the Company’s operations consisted of satisfying continuouspublic disclosure requirements and seeking to identify prospective business opportunities.

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

 

***Net Loss***

For the period from January 1, 1999(date of commencement of operations), to December 31, 2008, the Company recorded an operating loss of $7,395,043. Net losses for the twelvemonth period ended December 31, 2008 were $30,046 as compared to $414,728for the twelve months ended December 31, 2007. The decrease in the Company’s net losses over the comparative twelve month periods can be attributed to the loss from the discontinuation of operations in connection with our “spin-off” of ComCam International as of        December 31, 2007. Net losses in the current twelve month period can be attributed to general and administrative costs that includeaccounting costs, consulting fees in addition to expenses attendant to the preparation and filing of disclosure documentation.          

We did not generateany revenue during this period and expect to continue to incur losses over the next twelve months.

***Capital Expenditures***

The Company expended no amounts on capital expenditures during the year ended December 31, 2008.

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

The Company has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that will offset any future operating profit.

***Impact of Inflation***

The Company believes that inflation has had a negligible effect on operations over the past three years. 

***Liquidity and Capital Resources***

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

The Company had current and total assets of $4,534 as of December 31, 2008, that consisting of cash in the amount of $2,414 and a related party receivable of $2,120 as compared to current and total liabilities of $25,080 consisting of accounts payable. Net stockholders' deficitin the Company was $20,546 at December 31, 2008. 

Cash flow used in operating activities was $4,138,176 for the period from January 1, 1999 to December 31, 2008. Cash flow used in operating activities for the twelve month period ended December 31, 2008 decreased to $7,086 from $229,635 for the twelve month period ended December 31, 2007. Cash flow used in operating activities        during 2007, in connection with discontinued operations, resulted in a decrease incash flow used in operating activities in 2008.

 

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We expect to continue to use cash flow in operating activities over the next twelve months.

Cash flow used in investing activities was $59,617 for the period from January 1, 1999to December 31, 2008.Cash flow used in investing activities for the        twelve month periods ended December 31, 2008 and December 1, 2007 was $0.

We cannot anticipate the use of cash flow in investing activities until the Company reaches an agreement to develop or acquire a business opportunity.

Cash flow provided from financing activities was $4,200,207 for the period from January 1, 1999to December 31, 2008. Cash flow provided by financing activities for the twelve month period ended December 31, 2008 decreased to $0 from $223,929 for the twelve month        period ended December 1, 2007.Cash flow provided from financing activities in 2007 is attributed to discontinued financing activities connected to the Company’s “spin-off” of ComCam International.         

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

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months. We willhave toseek at least $50,000 in debt or equity financing over the        next twelve months to fund our continued operations. The Company has no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that funding is available. The Company’s shareholders arethe most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has        no agreement formal or otherwise. The Company’s inability to obtain funding willhave a material adverseaffect on its ability to acquire or develop business opportunities or maintain operations.

The Company does not expect to pay cash dividends in the foreseeable future.

The Companyhad no lines of credit or other bank financing arrangements.          The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors, except an employment agreement with its chief executive officer. 

The Company has no current plans for the purchase or sale of any plant or equipment. The Company currently has no employees and has no plans to hire any employees in the near future.

***Off Balance Sheet Arrangements***

As of December 31, 2008, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that arematerial to stockholders.

 

 

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***Going Concern***         The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $7,395,043as of December 31, 2008. Our ability to continue as a going concern is subject to the ability of the Company to obtain a profit and/or obtaining the necessary funding from outside sources. Management’s plan to address the        Company’s abilityto continue as a going concernincludes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; and (iii) obtaining loans from shareholders as necessary. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed        above, there can be no assurances that such methods will prove successful.         

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

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

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

|  | ·      | the acquisition of a revenue producing business; |
|--|----------------------------------------|--------------------------------------------------|

  ·      our ability to raise additional capital to fund cash requirements for future operations;and

  ·      general economic conditions.

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

***Recent Accounting Pronouncements***

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, *Accounting for Defensive Intangible Assets*(“EITF 08-7”). EITF 08-7 applies to all acquired        intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. The Company does not expect        the adoption of EITF 08-7 to have a material impact on itsfinancial statements. 

 

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The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee        insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in        its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.          

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, *Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)*(“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments        should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective        basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our financial position and results of operations.         

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles        (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact SFAS No. 162 will have on its financial position and results of operations.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3,*Determination of the Useful Life of Intangible Assets.*FSP 142-3 amends the factors        that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). FSP 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other GAAP. FSP 142-3 is effective as        of January 1, 2009. The Company does not expect the adoption of FSP 142-3 to have a material impact on itsfinancial statements. 

In March 2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Instruments and Hedging Activities*(“SFAS 161”). SFAS 161 is intended to help investors better        understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS 161 is effective as of January 1, 2009. The Company does not expect the adoption of SFAS 161 to have a material impact on itsfinancial statements. 

 

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***Stock-Based Compensation***

** **

Wehaveadopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment        transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates        the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma        disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are        ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based        compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price ofouremployee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the        consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

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

Not required.

**ITEM 8.     F****INANCIAL STATEMENTS****AND SUPPLEMENTARY DATA**

Ouraudited financial statements for the yearsended December 31, 2008and 2007are attached hereto as F-1 through F-17. 

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**COMCAM, INC.        (A Development Stage Company)        INDEX TO FINANCIAL STATEMENTS        December 31, 200****8****and 200****7**

                                                                                                      ***Page***

     Report of Independent Registered Public Accounting Firm     F-2     

     Balance        Sheets                                                                           F-3

     Statements of        Operations                                                      F-4              Statements of Stockholders’ Equity (Deficit)                          F-5              Statements of Cash Flows                                                     F-8         

     Notes to Financial Statements                                                       F-9

     **                    **

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

**ComCam, Inc.**

West Chester, Pennsylvania

We have audited the accompanying balance sheets of ComCam, Inc. [*a development stage company*] as of December 31, 2008 and 2007 and the related statements of operations, stockholders'        equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception on January 1, 1999 through December 31, 2008. ComCam, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.         

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor        were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence        supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ComCam, Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and for the period from inception        on January 1, 1999 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.                 The accompanying financial statements have been prepared assuming ComCam, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, ComCam, Inc. has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not        include any adjustments that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.         

**PRITCHETT, SILER & HARDY, P.C.**         Salt Lake City, Utah

March 30, 2009

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| COMCAM, INC.                                         |
|------------------------------------------------------|
| (A Development Stage Company)                        |
| BALANCE SHEETS                                       |
| December 31, 2008 and 2007                           |
|                                                 |   |   |   |   |
|                                                 |   |   |   |   |
|                                                 |   |   |   |   |
| ASSETS                                               |   | 2008 |   | 2007 |
|                                                 |   |   |   |   |
| Current assets:                                      |   |   |   |   |
| Cash and cash equivalents                            | $ | 2,414 |   | 9,500 |
| Related party receivable                             |   | 2,120 |   | - |
|                                                 |   |   |   |   |
| Total assets                                         | $ | 4,534 |   | 9,500 |
|                                                 |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |   |   |   |   |
|                                                 |   |   |   |   |
| Current liabilities:                                 |   |   |   |   |
| Accounts payable                                     | $ | 25,080 |   | - |
|                                                 |   |   |   |   |
| Total current liabilities                            |   | 25,080 |   | - |
|                                                 |   |   |   |   |
| Commitments and contingencies                        |   |   |   |   |
|                                                 |   |   |   |   |
| Stockholders' equity (deficit):                      |   |   |   |   |
| Preferred stock, $.0001 par value; 20,000,000 shares |   |   |   |   |
| authorized, no shares issued and outstanding         |   | - |   | - |
| Common stock, $.0001 par value; 750,000,000 shares   |   |   |   |   |
| authorized, 39,990,134 shares issued and outstanding |   | 3,999 |   | 3,999 |
| Additional paid-in capital                           |   | 7,370,498 |   | 7,370,498 |
| Deficit accumulated during the development stage     |   | (7,395,043) |   | (7,364,997) |
|                                                 |   |   |   |   |
| Total stockholders' equity (deficit)                 |   | (20,546) |   | 9,500 |
|                                                 |   |   |   |   |
| Total liabilities and stockholders' equity (deficit) | $ | 4,534 |   | 9,500 |

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

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| COMCAM, INC.                                     |
|--------------------------------------------------|
| (A Development Stage Company)                    |
| STATEMENTS OF OPERATIONS                         |
| Years Ended December 31, 2008 and 2007           |
|                                             |   |   |   |   |   |   |
|                                             |   |   |   |   |   |   |
|                                             |   |   |   |   |   | Cumulative |
|                                             |   | 2008 |   | 2007 |   | Amounts |
|                                             |   |   |   |   |   |   |
| Revenues, net                                    | $ | - |   | - |   | - |
|                                             |   |   |   |   |   |   |
| General and administrative costs                 |   | 30,046 |   | - |   | 30,046 |
|                                             |   |   |   |   |   |   |
| Loss from continuing operations                  |   | (30,046) |   | - |   | (30,046) |
|                                             |   |   |   |   |   |   |
| Loss from discontinued operations, net of income |   |   |   |   |   |   |
| tax of $0 for each period                        |   | - |   | (414,728) |   | (7,364,997) |
|                                             |   |   |   |   |   |   |
| Net loss                                         | $ | (30,046) |   | (414,728) |   | (7,395,043) |
|                                             |   |   |   |   |   |   |
|                                             |   |   |   |   |   |   |
| Loss per common share from continuing            |   |   |   |   |   |   |
| operations - basic and diluted                   | $ | - |   | - |   |   |
|                                             |   |   |   |   |   |   |
| Loss per common share from discontinued          |   |   |   |   |   |   |
| operations - basic and diluted                   |   | - |   | (0.01) |   |   |
|                                             |   |   |   |   |   |   |
|                                             | $ | - |   | (0.01) |   |   |
|                                             |   |   |   |   |   |   |
| Weighted average common and common               |   |   |   |   |   |   |
| equivalent shares - basic and diluted            |   | 39,990,134 |   | 37,245,000 |   |   |

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

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| COMCAM, INC.                                                         |
|----------------------------------------------------------------------|
| (A Development Stage Company)                                        |
| STATEMENTS OF STOCKHOLDERS' EQUITY(DEFICIT)                          |
| Period from January 1, 1999 (Date of Inception) to December 31, 2008 |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   | Accumulated |   |   | Accumulated |   | Total |
|                                                                 |   |   |   |   |   |   |   |   | Additional | Other | Deferred |   | During the |   | Stockholders' |
|                                                                 | Preferred Stock |   | Common Stock |   | Paid-in | Comprehensive | Stock |   | Development |   | (Deficit) |
|                                                                 | Shares |   | Amount |   | Shares |   | Amount |   | Capital | Income | Compensation |   | 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.                                                   | - |   | - |   | 4,071,938 |   | 407 |   | (523,193) |   | - |   | - |   | - |   | (522,786) |
| Issuance of common stock for:                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                                                 | - |   | - |   | 550,000 |   | 55 |   | 274,945 |   | - |   | - |   | - |   | 275,000 |
| Services                                                             | - |   | - |   | 1,500,000 |   | 150 |   | 899,850 |   | - |   | - |   | - |   | 900,000 |
| Accounts payable                                                     | - |   | - |   | 100,000 |   | 10 |   | 50,990 |   | - |   | - |   | - |   | 51,000 |
| Exercise of stock options                                            | - |   | - |   | 67,500 |   | 7 |   | 33,743 |   | - |   | - |   | - |   | 33,750 |
| Issuance of stock options for services                               | - |   | - |   | - |   | - |   | 109,831 |   | - |   | - |   | - |   | 109,831 |
| Balance at December 31, 2002                                         | - |   | - |   | 8,575,402 |   | 858 |   | 2,527,501 |   | 1,668 |   | - |   | (3,516,633) |   | (986,606) |

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

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| COMCAM, INC.                                                         |
|----------------------------------------------------------------------|
| (A Development Stage Company)                                        |
| STATEMENTS OF STOCKHOLDERS' EQUITY(DEFICIT)                          |
| Period from January 1, 1999 (Date of Inception) to December 31, 2008 |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   | Accumulated |   |   | Accumulated |   | Total |
|                                                                 |   |   |   |   |   |   |   |   | Additional | Other | Deferred |   | During the |   | Stockholders' |
|                                                                 | Preferred Stock |   | Common Stock |   | Paid-in | Comprehensive | Stock |   | Development |   | (Deficit) |
|                                                                 | Shares |   | Amount |   | Shares |   | Amount |   | Capital | Income | Compensation |   | Stage |   | Equity |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance forward, December 31, 2002                                   | - |   | - |   | 8,575,402 |   | 858 |   | 2,527,501 |   | 1,668 |   | - |   | (3,516,633) |   | (986,606) |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive loss:                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                             | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (649,912) |   | (649,912) |
| Other comprehensive income -                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| cumulative foreign currency                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| translation adjustment                                               | - |   | - |   | - |   | - |   | - |   | (3,344) |   | - |   | - |   | (3,344) |
| Total comprehensive loss                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | (653,256) |
| Issuance of common stock for:                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                                                 | - |   | - |   | 4,000 |   | - |   | 2,000 |   | - |   | - |   | - |   | 2,000 |
| Services                                                             | - |   | - |   | 1,000,000 |   | 100 |   | 89,900 |   | - |   | - |   | - |   | 90,000 |
| Accounts payable                                                     | - |   | - |   | 1,226,369 |   | 123 |   | 346,547 |   |   |   |   |   |   |   | 346,670 |
| Related party payable                                                | - |   | - |   | 92,000 |   | 9 |   | 45,991 |   |   |   |   |   |   |   | 46,000 |
| Note payable                                                         | - |   | - |   | 150,000 |   | 15 |   | 74,985 |   | - |   | - |   | - |   | 75,000 |
| Balance at December 31, 2003                                         | - |   | - |   | 11,047,771 |   | 1,105 |   | 3,086,924 |   | (1,676) |   | - |   | (4,166,545) |   | (1,080,192) |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive loss:                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                             | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (608,206) |   | (608,206) |
| Other comprehensive income -                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| cumulative foreign currency                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| translation adjustment                                               | - |   | - |   | - |   | - |   | - |   | 1,676 |   | - |   | - |   | 1,676 |
| Total comprehensive loss                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | (606,530) |
| Issuance of common stock for:                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                                                 | - |   | - |   | 2,500,000 |   | 250 |   | 132,350 |   | - |   | - |   | - |   | 132,600 |
| Exercise of stock options                                            | - |   | - |   | 2,347,500 |   | 234 |   | 200,553 |   | - |   | - |   | - |   | 200,787 |
| Services                                                             | - |   | - |   | 4,047,367 |   | 405 |   | 318,435 |   | - |   | - |   | - |   | 318,840 |
| Accounts payable                                                     | - |   | - |   | 4,025,169 |   | 403 |   | 297,809 |   | - |   | - |   | - |   | 298,212 |
| Deferred compensation                                                | - |   | - |   | 3,764,160 |   | 376 |   | 187,832 |   | - |   | (188,208) |   | - |   | - |
| Finders fee                                                          | - |   | - |   | 180,000 |   | 18 |   | (18) |   | - |   | - |   | - |   | - |
| Stock option compensation                                            | - |   | - |   | - |   | - |   | 167,626 |   | - |   | - |   | - |   | 167,626 |
| Balance at December 31, 2004                                         | - |   | - |   | 27,911,967 |   | 2,791 |   | 4,391,511 |   | - |   | (188,208) |   | (4,774,751) |   | (568,657) |

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

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| COMCAM, INC.                                                         |
|----------------------------------------------------------------------|
| (A Development Stage Company)                                        |
| STATEMENTS OF STOCKHOLDERS' EQUITY(DEFICIT)                          |
| Period from January 1, 1999 (Date of Inception) to December 31, 2008 |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   | Accumulated |   |   | Accumulated |   | Total |
|                                                                 |   |   |   |   |   |   |   |   | Additional | Other | Deferred |   | During the |   | Stockholders' |
|                                                                 | Preferred Stock |   | Common Stock |   | Paid-in | Comprehensive | Stock |   | Development |   | (Deficit) |
|                                                                 | Shares |   | Amount |   | Shares |   | Amount |   | Capital | Income | Compensation |   | Stage |   | Equity |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance forward, December 31, 2004                                   | - |   | - |   | 27,911,967 |   | 2,791 |   | 4,391,511 |   | - |   | (188,208) |   | (4,774,751) |   | (568,657) |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of common stock to                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Series A preferred stock                                             | 4,100,000 |   | 410 |   | (4,100,000) |   | (410) |   | - |   | - |   | - |   | - |   | - |
| Conversion of common stock                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| options and warrants to                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Series A preferred stock                                             | 231,500 |   | 23 |   | - |   | - |   | 13,867 |   | - |   | - |   | - |   | 13,890 |
| Issuances of Series A preferred stock                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| for services                                                         | 5,250,000 |   | 525 |   | - |   | - |   | 314,475 |   | - |   | - |   | - |   | 315,000 |
| Issuance of common stock for:                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                                                 | - |   | - |   | 2,166,667 |   | 217 |   | 69,783 |   | - |   | - |   | - |   | 70,000 |
| Debt                                                                 | - |   | - |   | 3,830,000 |   | 383 |   | 118,617 |   | - |   | - |   | - |   | 119,000 |
| Deferred compensation earned                                         | - |   | - |   | - |   | - |   | - |   | - |   | 188,208 |   | - |   | 188,208 |
| Issuance of common stock warrants                                    | - |   | - |   | - |   | - |   | 130,305 |   | - |   | - |   | - |   | 130,305 |
| Net loss (restated)                                                  | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (1,359,575) |   | (1,359,575) |
| Balance at December 31, 2005                                         | 9,581,500 |   | 958 |   | 29,808,634 |   | 2,981 |   | 5,038,558 |   | - |   | - |   | (6,134,326) |   | (1,091,829) |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of Series A preferred                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| stock to common stock                                                | (4,000,000) |   | (400) |   | 4,000,000 |   | 400 |   | - |   | - |   | - |   | - |   | - |
| Issuance of common stock for cash                                    | - |   | - |   | 600,000 |   | 60 |   | 16,690 |   | - |   | - |   | - |   | 16,750 |
| Net loss                                                             | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (815,943) |   | (815,943) |
| Balance at December 31, 2006                                         | 5,581,500 |   | 558 |   | 34,408,634 |   | 3,441 |   | 5,055,248 |   | - |   | - |   | (6,950,269) |   | (1,891,022) |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of Series A preferred stock                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| to common stock                                                      | (5,581,500) |   | (558) |   | 5,581,500 |   | 558 |   | - |   | - |   | - |   | - |   | - |
| Dividend of 100% of subsidiary                                       | - |   | - |   | - |   | - |   | 2,315,250 |   | - |   | - |   | - |   | 2,315,250 |
| Net loss                                                             | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (414,728) |   | (414,728) |
| Balance at December 31, 2007                                         | - |   | - |   | 39,990,134 |   | 3,999 |   | 7,370,498 |   | - |   | - |   | (7,364,997) |   | 9,500 |
|                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                             | - |   | - |   | - |   | - |   | - |   | - |   | - |   | (30,046) |   | (30,046) |
| Balance at December 31, 2008                                         | - | $ | - |   | 39,990,134 | $ | 3,999 | $ | 7,370,498 | $ | - | $ | - | $ | (7,395,043) | $ | (20,546) |

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

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| COMCAM, INC.                                           |
|--------------------------------------------------------|
| (A Development Stage Company)                          |
| STATEMENTS OF CASH FLOWS                               |
| Years Ended December 31, 2008 and 2007                 |
|                                                   |   |   |   |   |   |   |
|                                                   |   |   |   |   |
|                                                   |   |   |   | Cumulative |
|                                                   |   | 2008 |   | 2007 |   | Amounts |
| Cash flows from operating activities:                  |   |   |   |   |   |   |
| Net loss from continuing operations                    | $ | (30,046) |   | - |   | (30,046) |
| Adjustment to reconcile net loss to net cash           |   |   |   |   |   |   |
| used in continuing operating activities:               |   |   |   |   |   |   |
| Increase in related party receivable                   |   | (2,120) |   | - |   | (2,120) |
| Increase in accounts payable                           |   | 25,080 |   | - |   | 25,080 |
|                                                   |   |   |   |   |   |   |
| Net cash used in continuing operating activities       |   | (7,086) |   | - |   | (7,086) |
| Net cash used in discontinued operating activities     |   | - |   | (229,635) |   | (4,131,090) |
|                                                   |   |   |   |   |   |   |
| Net cash used in operating activities                  |   | (7,086) |   | (229,635) |   | (4,138,176) |
|                                                   |   |   |   |   |   |   |
| Cash flows from investing activities:                  |   |   |   |   |   |   |
| Net cash provided by continuing investing activities   |   | - |   | - |   | - |
| Net cash used in discontinued investing activities     |   | - |   | - |   | (59,617) |
|                                                   |   |   |   |   |   |   |
| Net cash used in investing activities                  |   | - |   | - |   | (59,617) |
|                                                   |   |   |   |   |   |   |
| Cash flows from financing activities:                  |   |   |   |   |   |   |
| Net cash provided by continuing financing activities   |   | - |   | - |   | - |
| Net cash provided by discontinued financing activities |   | - |   | 223,929 |   | 4,200,207 |
|                                                   |   |   |   |   |   |   |
| Net cash provided by financing activities              |   | - |   | 223,929 |   | 4,200,207 |
|                                                   |   |   |   |   |   |   |
| Net increase (decrease) in cash                        |   | (7,086) |   | (5,706) |   | 2,414 |
|                                                   |   |   |   |   |   |   |
| Cash, beginning of year                                |   | 9,500 |   | 15,206 |   | - |
|                                                   |   |   |   |   |   |   |
| Cash, end of year                                      | $ | 2,414 |   | 9,500 |   | 2,414 |

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

F-8

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

**Note 1 – Organization and Summary of Significant Accounting Policies**

Organization

 

ComCam, Inc. (the “Company”) was formed on January 1, 1999 (date of inception). 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.                 Effective December 28, 2007, the Company issued a dividend of 100% of the shares of its wholly owned subsidiary ComCam International, Inc.(“ComCam International”)to the Company’s shareholders on a pro-rata basis. Shareholders received one share of the subsidiary’s common stock for every twenty shares of the Company’s        common stock held.         

**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.

**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.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” This statement clarifies the accounting for uncertainty in income tax positions. The Company has        filed income tax returns in the U.S. federal jurisdiction and in certain states.                 The Company adopted the provisions of FIN 48 on January 1, 2007. The Company did not make any adjustment to opening retained earnings as a result of the implementation. The Company recognizes interest accrued related to unrecognized tax benefits along with penalties in operating expenses. During the year ended December 31, 2008 and 2007, the Company did not recognize any interest and penalties relating to income taxes. The Company did not have any accrual for the payment of interest and        penalties at December 31, 2008.         

**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. 

 

 

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

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

Concentration of Credit Risk

 

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 – Going Concern

 

As of December 31, 2008, the Company’s revenue generating activities are not in place, and the Company has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.                 Management intends to seek additional equity and debt financing to expand marketing efforts and product development. There can be no assurance that such funds will be available to the Company nor that the marketing and product development efforts will be successful.

Note 3 – Discontinued Operations

Effective December 28, 2007, the Company issued a dividend of 100% of the shares of its wholly owned subsidiary ComCam International to the Company’s shareholders on a pro-rata basis. Shareholders received one share of the subsidiary’s common stock for every twenty shares of the Company’s common stock        held.

Summarized results of operations for ComCam Internationalincluded as loss from discontinued operations, net of tax, in the accompanying statements of operations for the year ended December 31,        2007and cumulative amounts, were as follows:

 

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

 

Note 3 – Discontinued Operations(continued)

|                                               |   |       |   | Cumulative  |
|----------------------------------------------------|--------|------------|--------|-------------|
|                                               |   | 2007       |   | Amounts     |
|                                               |   |       |   |        |
| Revenues, net                                      | $      | 1,209,762  |   | 1,818,992   |
| Cost of revenues                                   |   | 1,019,564  |   | 1,271,313   |
|                                               |   |       |   |        |
| Gross profit (loss)                                |   | 190,198    |   | 547,679     |
|                                               |   |       |   |        |
| Operating expenses:                                |   |       |   |        |
| General and administrative expenses                |   | 278,249    |   | 5,193,846   |
| Research and development expenses                  |   | 6,052      |   | 2,257,831   |
| Gain on cancellation of debt                       |   | (31,950)   |   | (234,077)   |
|                                               |   |       |   |        |
|                                               |   | 252,351    |   | 7,217,600   |
|                                               |   |       |   |        |
| Loss from operations                               |   | (62,153)   |   | (6,669,921) |
|                                               |   |       |   |        |
| Other income (expense):                            |   |       |   |        |
| Interest income                                    |   | 883        |   | 14,211      |
| Interest expense                                   |   | (396,562)  |   | (752,391)   |
| Gain on embedded derivative liability              |   | 43,104     |   | 43,104      |
|                                               |   |       |   |        |
|                                               |   | (352,575)  |   | (695,076)   |
|                                               |   |       |   |        |
| Loss before provision for income taxes             |   | (414,728)  |   | (7,364,997) |
|                                               |   |       |   |        |
| Provision for income taxes                         |   | -          |   | -           |
|                                               |   |       |   |        |
| Net loss                                           | $      | (414,728)  |   | (7,364,997) |
|                                               |   |       |   |        |
| Net loss per common share - basic and diluted      | $      | (0.01)     |   |        |
|                                               |   |       |   |        |
| Weighted average common shares - basic and diluted |   | 37,245,000 |   |        |

Summarized cash flow information for ComCam International included as net cash used in discontinued investing activities and net cash provided by discontinued financing activities, in the accompanying statements of cash flows for the year ended December 31, 2007and cumulative amounts, were as follows:

 

 

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

Note 3 – Discontinued Operations(continued)

|                                      |   |    |   | Cumulative |
|-------------------------------------------|--------|---------|--------|------------|
|                                      |   | 2007    |   | Amounts    |
|                                      |   |    |   |       |
| Cash flows from investing activities      |   |    |   |       |
| Purchase of property and equipment        | $      | -       |   | (59,617)   |
|                                      |   |    |   |       |
| Net cash used in investing activities     |   | -       |   | (59,617)   |
|                                      |   |    |   |       |
| Cash flows from financing activities      |   |    |   |       |
| Issuance of common stock                  |   | -       |   | 2,275,410  |
| Increase in notes payable                 |   | 185,000 |   | 1,849,530  |
| Proceeds from spin-off of subsidiary      |   | 38,929  |   | 38,929     |
| Proceeds from reverse acquisition         |   | -       |   | 36,338     |
|                                      |   |    |   |       |
| Net cash provided by financing activities | $      | 223,929 |   | 4,200,207  |

Note 4 – Details of Discontinued Operations

 

*Convertible Debenture and Embedded Derivative to HNI, LLC*

During the year ended December 31, 2007, a convertible debenture was transferred from the Company to ComCam International. Details related to the convertible debenture are discussed below as they were when initiated by the Company.                 On February 14, 2007, the Company issued a Convertible Debenture (the Debenture) to HNI, LLC. The Debenture, as amended, accrues interest at 7% per annum and is convertible into a variable number of shares. The per share conversion rate is defined as 30% off the most recent closing bid price on the date that the Company receives notice of conversion.

The Company analyzed the Debenture based on the provisions of EITF 00-19 and determined that the conversion option of the Debenture qualifies as an embedded derivative. Information related to the recognition of the embedded derivative is as follows:

 

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

Note 4 – Details of Discontinued Operations(continued)

Embedded Derivative         The fair value of the embedded derivative on February 14, 2007 was determined to be $113,080 and was recorded as an embedded derivative liability. The embedded derivative is revalued at the end of each reporting period and any resulting gain or loss is recognized as a current period charge to the statement of operations. The fair value was calculated using the Black-Scholes option pricing model with the following factors,        assumptions and methodologies:         

|  | ·      | The fair value of the Company’s common stock was calculated to be $.017 per share on February 14, 2007. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------|

|  | ·      | A volatility of 149% was calculated by using the Company’s closing stock prices since May 2006. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------|

|  | ·      | The exercise price was $.0119. This amount was determined based on 30% off the most recent closing bid price immediately preceding February 14, 2007. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | The estimated life was determined to be 1 year, which is equal to the contractual life of the embedded derivative. |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------|

|  | ·      | The risk free interest rate was determined to be 5.06% based on the 1-year treasury rate. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------|

Since the transfer of the convertible debenture, the Company has recorded accretion expense related to the embedded derivative discount of $56,540.

Note 4 – Details of Discontinued Operations(continued)

*Income Taxes*

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

|                                 |   | 2007      |
|--------------------------------------|--------|-----------|
|                                 |   |      |
| Income tax benefit at statutory rate | $      | (144,000) |
| Change in valuation allowance        |   | 144,000   |
|                                 |   |      |
|                                 | $      | -         |

F-13

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

 

 

 

Note 4 – Details of Discontinued Operations(continued)

*Supplemental Cash Flow Information*

Actual amounts paid for interest and income taxes are as follows:         

|         |   | 2007   |
|--------------|--------|--------|
|         |   |   |
| Interest     | $      | -      |
| Income taxes | $      | -      |

On December 28, 2007, the Company distributed a dividend of 100% of the shares of its wholly owned subsidiary ComCam International to the Company’s shareholders on a pro rata basis that entitled a shareholder to receive one share of ComCam International’s common stock for every twenty shares of the Company’s        common stock held. Assets, liabilities, and equity included in the dividend areas follows:

| Accounts receivable           | $      | (192,541)   |
|-------------------------------|--------|-------------|
| Inventory                     |   | (66,278)    |
| Property and equipment, net   |   | (127,179)   |
| Other assets                  |   | (2,106)     |
| Accounts payable              |   | 316,860     |
| Accrued expenses              |   | 470,156     |
| Embedded derivative liability |   | 69,976      |
| Notes payable                 |   | 1,807,433   |
| Equity                        |   | (2,315,250) |
|                          |   |        |
|                          |   | (38,929)    |
| Cash transferred              |   | 38,929      |
|                          |   |        |
|                          | $      | -           |

During the year ended December 31, 2007, the Company:         

|  | ·      | Acquired $125,000 of property and equipment in exchange for a convertible debenture. |
|--|----------------------------------------|--------------------------------------------------------------------------------------|

|  | ·      | Recorded an embedded derivative liability of $113,080 and recorded a discount on the convertible debenture of $113,080. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Decreased the value of the embedded derivative liability and recognized a gain on the embedded derivative liability of $43,104. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Converted 5,581,500 shares of Series A preferred stock into 5,581,500 shares of common stock. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------|

F-14

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

 

         

Note 5 – Income Taxes         

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

|                                 |   |     |   | Cumulative  |
|--------------------------------------|--------|----------|--------|-------------|
|                                 |   | 2008     |   | Amounts     |
|                                 |   |     |   |        |
| Income tax benefit at statutory rate | $      | (10,000) |   | (1,342,000) |
| Change in valuation allowance        |   | 10,000   |   | 1,342,000   |
|                                 |   |     |   |        |
|                                 | $      | -        |   | -           |

Deferred tax assets are as follows:

|                             |   | 2008        |
|----------------------------------|--------|-------------|
|                             |   |        |
| Net operating loss carryforwards | $      | 1,342,000   |
| Valuation allowance              |   | (1,342,000) |
|                             |   |        |
|                             | $      | -           |

The Company has net operating loss carryforwards of approximately $3,521,000, 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 6 – Preferred Stock         The Company has authorized 20,000,000 shares of preferred stock with a par value of $.0001, and established one series of preferred shares designated as: Series A Preferred Stock, consisting of 10,000,000 shares.

The Series A Preferred Stock has the following rights and privileges:         

|  | ·      | The holders of the shares are not entitled to vote, however, they are entitled to elect a majority of the Board of Directors. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Upon the liquidation of the Company, the holders of the shares will rank subordinate to the holders of common shares. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------|

|  | ·      | The holders of the shares are entitled to dividends on parity with common stock shareholders. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------|

|  | ·      | The shares are convertible at the option of the holder at any time into common shares, at a conversion rate of one share of Series A Preferred Stock for one share of common stock. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

 

         

Note 7 – Supplemental Cash Flow Information

No amounts have been paid for interest or taxes during the years ended December 31, 2008 and 2007.         

Note 8 – Fair Value of Financial Instruments         

The Company’s financial instruments consist of cash, related party receivable, andaccounts 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 9 – Commitments and Contingencies

As disclosed in Note 4, during the year ended December 31, 2007, a convertible debenture (the Debenture) was transferred from the Company to ComCam International (formerly a wholly-owned subsidiary). A condition of the Debenture transfer was that the Company would continue to guarantee the Debenture until certain        conditions were met by ComCam International. These conditions have not yet been met and therefore, the Company continues to be a guarantor of the Debenture. The Debenture bears interest at 7%, is due on demand, and is convertible into 138,834 shares of either ComCam Internationalor the Company’s common stock. At December 31, 2008, the Debenture had an outstanding balance of $125,000.

Except for the debenture guarantee disclosed above, management believes that the Company is not liable for any existing liabilities of its former subsidiary, but the possibility exists that creditors and others seeking relief from the former subsidiary may also include the Company in claims and suits pursuant to        the parent-subsidiary relationship which previously existed between the Company and its former subsidiary. The Company is not currently named in nor is it aware of any such claims or suits against its former subsidiary. Management believes that the Company would be successful in defending against any such claims and believes that no material negative impact on the financial position of the Company would occur. Management further believes that with the passage of time, the likelihood of        any such claims being raised will become more remote.

Note 10 – Recent Accounting Pronouncements

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, *Accounting for Defensive Intangible Assets*(“EITF 08-7”).        EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1,        2009. The Company does not expect the adoption of EITF 08-7 to have a material impact on itsfinancial statements. 

 

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COMCAM, INC.

(A Development Stage Company)            NOTES TO FINANCIAL STATEMENTS            December 31, 2008 and 2007

 

Note 10 – Recent Accounting Pronouncements(continued)

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee        insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in        its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163.          

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, *Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)*(“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments        should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective        basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our financial position and results of operations.         

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles        (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The Company is currently assessing the impact SFAS No. 162 will have on its financial position and results of operations.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3,*Determination of the Useful Life of Intangible Assets.*FSP 142-3 amends the factors        that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). FSP 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other GAAP. FSP 142-3 is effective as        of January 1, 2009. The Company does not expect the adoption of FSP 142-3 to have a material impact on itsfinancial statements. 

In March 2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Instruments and Hedging Activities*(“SFAS 161”). SFAS 161 is intended to help investors better        understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS 161 is effective as of January 1, 2009. The Company does not expect the adoption of SFAS 161 to have a material impact on itsfinancial statements. 

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

None.

**ITEM 9****A.     CONTROLS AND PROCEDURES****(ITEM 9A****(T))**

**Evaluation of Disclosure Controls and Procedures**

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)        under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and        the chief financial officer, to allow timely decisions regarding required disclosures.                 Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief        financial officer, to allow timely decisions regarding required disclosures.         

**Management’s Report on Internal Control over Financial Reporting**

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance        regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:         

|  | ·      | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the        policies or procedures may deteriorate.         

 

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***Changes in Internal Controls over Financial Reporting***

During the period ended December 31, 2008, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

**9B.           OTHER INFORMATION**

None.

**PART III**

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

**Officers and Directors**

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

| ***Name***                                                                            | ***Age***                                                  | ***Year                    Elected/Appointed***                      | ***Positions Held***                                                                                                                   |
|---------------------------------------------------------------------------------------|------------------------------------------------------------|----------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|
| Don Gilbreath

Robert Betty                                         Albert White | 51                     52                     63 | 2002                     

2002                     

2004 | CEO, CFO, PAO and Director                                         Director                                         Director |

***Don Gilbreath***- Mr. Gilbreath has served as a chief executive officer, chief financial officer, principal accounting officer, and director of the Company since June 3, 2002. He will serve until the next annual meeting of the Company’s        shareholders or until his successor is elected.         

 

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Mr. Gilbreath has 25years of 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. He developed and launched or licensed over 30 products including musical instruments, multimedia players, and Internet access devices. Mr. Gilbreath has broad experience in directing international engineering teams, vendor negotiations, licensing, patents, offshore manufacturing and launching of innovative products to world markets. From 1987 to 1992 Mr. Gilbreath was Director of Product and Market Development for Commodore International Ltd. Among other responsibilities        he was Chief Designer of CDTV, the world’s first consumer multimedia player under $1,000. In addition, he created and developed OEM sales channels and vertical markets for Commodore’s complete line of microcomputers and peripherals. In 1990 Mr. Gilbreath was selected as delegate from the USA to the USSR for technology transfer of semiconductor and computer architecture. In 1993 he founded Gilbreath Systems Inc., an international contract engineering and product development        firm, and from 1994 to 1997 served as CTO and VP Engineering for VIScorp, a Chicago-based company that designed and developed set-top boxes (pre-WebTV). In 1997, Mr. Gilbreath founded ComCam International.

Mr. Gilbreath has served as a chief executive officer, chief financial officer, principal accounting officer, and director of ComCam Internationalsince September 18, 1998.

***Robert Betty***- Mr. Betty was appointed as a director of the Company on June 3, 2002. He will serve until the next annual meeting of the Company’s shareholders or until his successor is elected.

Mr. Betty has over 23years of experience in the electronics industry. 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 was the founder, in 1994, and is the current president of Pinnacle Electronic Systems Inc., a security systems integration firm located in West Chester, Pennsylvania. 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.

Mr. Betty has served as a director of ComCam International sinceFebruary 19, 1999.

***Albert White***– Mr. White was appointed as a director of the Company on December 6, 2004. He will serve until the next annual meeting of the Company’s shareholders or until his successor is elected.                 Mr. White graduated from Columbia University with a Master of Business Administration and from the University of Denver with a Bachelor of Science/Bachelor of Arts in Marketing. Mr. White has held senior management positions with technology based companies, as the vice-president of Network Solutions, a Virginia based developer of internet addressing systems from 1989 to 1994, and as the senior vice president of RMS Technology, a New Jersey-based telecommunications provider, from 1994 to        1996. Since 1996 Mr. White has acted as a business and financial consultant to chief executive officers throughout North America and has provided entrepreneurial advice to both national and international clients. These include acting as Senior Consultant for Safeguard Scientific, Inc., Wayne, Pennsylvania (1997-1999); Managing Director of Promark International, LLC, Silver Spring, Maryland. (1997-2001); Financial Advisor to the chairman and founder of Johnson Research and Development,        Atlanta, Georgia (2000-2001); and Chief Executive Officer of Excellatron Solid State, LLC, Atlanta, Georgia (2001- 2003). Mr. White currently provides business consultancy services in the areas of finance, marketing, acquisition/merger and real estate development in the Atlanta, Georgia and Washington,D.C. area.

Mr. Whitehas served as a director of ComCam International since January 5, 2000.

 

 

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

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

***Family Relationships***         There are no family relationships between or among the directors or executive officers.

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

**Compliance with Section 16(A) of the Exchange Act**

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, weareaware of the following persons who, during the period ended December 31, 2008,failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.         

|  | ·      | Robert Betty failed to timely file a Form4 or 5despite being adirector. |
|--|----------------------------------------|-------------------------------------------------------------------------|

|  | ·      | Albert White failed to timely file a Form 3, 4 or 5 despite being a director. |
|--|----------------------------------------|-------------------------------------------------------------------------------|

|  | ·      | Don Gilbreath failed to timely file a Form 4 or 5 despitebeing a director, officerand 10% shareholder. |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------|

**Code of Ethics**

 

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

 

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**Board of Directors Committees**

 

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

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

**Director’s Compensation**

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

**ITEM****11****.     EXECUTIVE COMPENSATION**

**Compensation Discussion and Analysis**

 

The objective of ourcompensation program is to provide compensation for services rendered by ourexecutive officer. Salary is currently the        onlytype of compensation that we offerin connection with our compensation program. We utilize this form of compensation because we feel that it is adequate to retain and motivate our executive officer. While we believethat our        limited compensatory program at this time is appropriately suited for our current objectives, we do intend toreturn toa compensation programin the future that willinclude paid salaries, bonuses and benefits for our present and futureexecutive officers, which compensation may include options and other compensatory elements.         

Our chief executive officer, chief financial officer and principal accounting officer entered into an employment agreement with the Company on June 22, 2005 pursuant to which he was entitled to an initial salary of $60,000 per annum to manage us and our former subsidiary company, ComCam International. Since the        Company is in the development stage and has limited resources, Mr. Gilbreath agreed to waive any entitlement to his salary for the period from June 22, 2005 to December 31, 2008. The Company anticipates that executive compensation will be paid in future periods.

**Tables**

The following table provides summary information for the years ended2008, 2007,and 2006 concerning cash and non-cash compensation paid or accrued by        the Companyto or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000.

 

 

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| ***Summary Compensation Table***            |
|---------------------------------------------|
| Name and Principal Position                 | Year | Salary                    ($) | Bonus                    ($) | Stock Awards                    ($) | Option                    Awards                    ($) | Non-Equity Incentive Plan Compensation                    ($) | Change in Pension Value and Nonqualified Deferred Compensation                    ($) | All Other Compensation                    ($) | Total                    ($) |
| Don Gilbreath 

CEO, CFO, PAO, and director | 2008

2007

2006 | -

-

- | -                    -

- | -                    -

- | -                    -

- | -                    -

- | -                    -

- | -

-

- | -

-

- |

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

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

The following table sets forth certain information concerning the ownership of the Company’s 39,990,134shares of common stock issued and outstanding as        of March 27, 2009with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.

| ***Names and Addresses of Managers and Beneficial Owners***                                                                                                        | ***Title of Class*** | ***Number of Shares*** | ***Percent of                     Class*** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|------------------------|--------------------------------------------|
| Don Gilbreath

CEO, CFO, principle accounting officer and director                     1525 Tanglewood Drive                     West Chester, Pennsylvania, 19380 | Common               | 11,223,138             | 28.1%                                      |
| Robert Betty, director                    912 Carrie Lane                    West Chester, Pennsylvania, 19383                                                     | Common               | 1,320,067              | 3.3%                                       |
| Albert White, director                    420 Northwest Drive                     Silver Spring, Maryland 20901                                                    | Common               | 200,000                | 0.5%                                       |
| Global ePoint, Inc.                    339 S. Cheryl Lane                    City of Industry, CA 91789                                                            | Common               | 2,000,000              | 5.0%                                       |
| Officer and Directors as a Group                                                                                                                                   | Common               | 12,743,205             | 31.9%                                      |

*      Toresa Lou makes voting and investment decisions for Global ePoint, Inc.; Toresa Lou uses Global ePoint, Inc.’s address as her mailing address.

**ITEM 13****.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS****AND DIRECTOR INDEPENDENCE**

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

 

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***Director Independence*** 

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

**ITEM 14.****     ****PRINCIPAL ACCOUNTANT FEES AND SERVICES         **

***Audit Fees***

Pritchett, Siler & Hardy ("Pritchett") provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2008and 2007. The aggregate fees billed by Pritchettfor the 2008and 2007audit of our annual financial statements and a review of our quarterly financial statements was $11,903and $0,respectively. 

The aggregate fees billed by Jones Simkins, P.C.,during2007was$8,733 in connection withreviews of the Company’s quarterly financial statements for the fiscal year ended        December 31, 2007.          

***Audit Related Fees***

Pritchett billed to the Company no fees in 2008or 2007for professional services that are reasonably related to the audit or review of our financial statements that are not disclosed in “Audit Fees” above. 

***Tax Fees***

Pritchett billed to the Company no fees in 2008or 2007for professional services rendered in connection with the preparation of our tax returns for the period. 

Jones Simkins, P.C.,billed to the Company fees of approximately $734 during 2007 for professional services rendered in connection with the preparation of the Company’s tax returns.         

***All Other Fees***

Pritchettbilled to the Company no fees in 2008or 2007for other professional services rendered or any other services not disclosed above. 

***Audit Committee Pre-Approval***

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

 

 

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**PART IV**

**ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

***(a)******Financial Statements***

The following documents are filedunder “*Item 8. Financial Statements and Supplementary Data**,*”pages F-1 through F-17,and are included as part of this Form 10-K: 

     Financial Statements ofThe Companyfor the years ended December 31, 2008and        2007:

Reportof Independent Registered Public Accounting Firm**     **

Balance Sheets

Statements of OperationsStatementsof Stockholders’ Equity(Deficit)Statements of Cash Flows

Notes to Financial Statements     **               **         

***(b) Exhibits***

The exhibits required to be attached by Item 601 of Regulation S-Kare listed in the Index to Exhibits on page 27of this Form 10-K, and are incorporated        herein by this reference.

***(c)******Financial Statement Schedules***

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

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                            ***ComCam,        Inc.                                                                                                                                            Date***

/s/ Don        Gilbreath                                                                                                                                                          March 30, 2009

By: Don Gilbreath        Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.         

                                                                                                                                                                                    ***Date***

/s/ Don        Gilbreath                                                                                                                                                                                  March 30, 2009        Don Gilbreath, Chief Executive Officer, Chief Financial Officer,        Principal Accounting Officer and Director

/s/ Robert        Betty                                                                                                                                          March 30, 2009

Robert Betty

Director

/s/ Albert        White                                                                                                                                          March 30, 2009

Albert White

            Director

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**INDEX TO EXHIBITS**

***Exhibit     Description***

3(i)(a)*          Certificate of Incorporation dated December 5, 1997 (incorporated byreference to the Form 10-SB filed on September 20, 1999).

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

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

3(i)(d)*          Amendment to Certificate of Incorporation dated June 3, 2002 (incorporated by reference to the Form 10-KSB/A filed on August 8, 2002).

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

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

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

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

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

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

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

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

32          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 (attached).

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

           *      Incorporated by reference to previous filings of the Company.

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