UNITED
STATES SECURITIES AND
EXCHANGE COMMISSION Washington,
 D.C. 20549  FORM 10-K  (Mark One) þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2010. oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___to.  Commission file number:000-51763  COMCAM INTERNATIONAL, INC. (Exact name of
registrant as specified in its charter)   Delaware
  (State or other jurisdiction
  of
  incorporation or
  organization)
 23-2976562
  (I.R.S. Employer
  Identification
  No.)
  1140 McDermott Drive, West Chester, Pennsylvania 19380 (Address of
principal executive offices)    (Zip Code)  Registrant’s
telephone number, including area code:(610) 436-8089  Securities registered under
Section 12(b) of the Act: none. Securities registered under
Section 12(g) of the 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 Act. YesoNoþ Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesoNoþ Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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.YesþNoo Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). YesoNoþ Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§ 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.o Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 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 Act). YesoNoþ The aggregate market value of
the registrant's common stock, $0.0001 par value (the only class of voting
stock), held by non-affiliates (12,152,986 shares) was approximately $5,772,668
based on the average closing bid and asked prices ($0.475) for the common stock
on April 14, 2011. At April 15, 2011 the number of shares outstanding of
the registrant's common stock, $0.0001 par value (the only class of voting
stock), was 16,178,312.


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TABLE OF CONTENTSPART IItem1.
 Business
 3Item
  1A.
 Risk
  Factors
 13Item
  1B.
 Unresolved
  Staff Comments
 18Item
  2.
 Properties
 18Item
  3.
 Legal
  Proceedings
 18Item
  4.
 (Removed
  and Reserved)
 18PART IIItem
  5.
 Market
  for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
  Purchases of Equity Securities
 18Item
  6.
 Selected
  Financial Data
 21Item 7.
 Management's Discussion and
  Analysis of Financial Condition and Results of  Operations
 22Item
  7A.
 Quantitative
  and Qualitative Disclosures about Market Risk
 30Item
  8.
 Financial
  Statements and Supplementary Data
 30Item 9.
 Changes in and
  Disagreements with Accountants on Accounting and Financial Disclosure
 31Item
  9A.
 Controls
  and Procedures
 31Item
  9B.
 Other
  Information
 33PART IIIItem
  10.
 Directors,
  Executive Officers, and Corporate Governance
 33Item
  11.
 Executive
  Compensation
 35Item 12.
 Security Ownership of
  Certain Beneficial Owners and Management and Related Stockholder Matters
 36Item
  13.
 Certain
  Relationships and Related Transactions, and Director Independence
 37Item
  14.
 Principal
  Accountant Fees and Services
 38PART IVItem
  15.
 Exhibits,
  Financial Statement Schedules
 39Signatures
 40


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PART I  ITEM 1.          BUSINESS  As used herein the
terms “Company,” “we,” “our,” and “us” refer to ComCam International, Inc., its
wholly owned subsidiary, and its predecessors, unless context indicates
otherwise. All references herein to “Pinnacle” refer to Pinnacle Integrated
Systems, Inc.(d/b/a P2 ABC
Controls), the Company’s wholly owned subsidiary and predecessor.  Corporate History  The
Company was incorporated as “Embedded Technology Group Inc.” on September 18, 1998, in the State of Delaware. Our name was changed to “ComCam
International, Inc.” on February 19, 1999. On June 3, 2002, the Company was acquired by ComCam, Inc. We operated as a wholly-owned subsidiary of ComCam, Inc.,
until December 28, 2007, when 100% of our shares were distributed as a dividend
to ComCam, Inc.’s shareholders. The board of directors of ComCam, Inc., decided
to “spin-off” the Company in order to separately focus the attention of the
financial community on our business, with the intention of improving our access
to financing.  On December 30, 2009, the Company acquired all of the outstanding shares of Pinnacle Integrated Systems,
Inc. (“Pinnacle”) from Robert Betty and Feng Brown pursuant to the terms and
conditions of a share purchase agreement. The Company acquired Pinnacle in
exchange for 300,000 shares of the Company’s common stock that were issued to
Ms. Brown as well as a promissory note in the amount of $1,000,000. On February 21, 2011, the Company, Mr. Betty, and Ms. Brown settled all amounts outstanding
under the promissory note. Mr. Betty is a director and shareholder of the
Company.  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.  The Company’s registered agent is
Delaware Registry Ltd., 3511 Silverside Road, Suite 105, Wilmington, Delaware, 19810.  The Company  Summary  The Company has two operating
divisions. One focuses on product development, manufacturing and national and
international sales and the other focuses on the integration of command and
control systems for correctional facilities across the United States.  Our product division has
developed a video fusion platform that adds next generation, real-time
interactive command-and-control capabilities to legacy security systems for
greater performance at lower cost. The platform seamlessly integrates a suite
of analytics, including third-party security solutions – access control,
biometrics, radio frequency identification (RFID), chemical detection and
seismic detection – to improve real-time decision-making for critical events over
any wireless network  The Company’s products have
been deployed with the Department of Defense, Immigration & Customs
Enforcement, and many other law enforcement and intelligence agencies in
addition to businesses across a wide range of industries. On our own, or
working with prime government contractors like DRS, Motorola, and Siemens, our
products are deployed in such diverse locales as the John F. Kennedy
InternationalAirport, isolated sections of the
Texas-Mexico border, and remote mountain passes in Afghanistan.


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As a systems integrator we
take the role of the prime contractor or play a key support role to leading
government integrators. Our focus to date has been on installing and
integrating security systems in juvenile to super-maximum security correctional
facilities. We enable our clients to reach further operational excellence by
providing a complete range of security integration services.  In the past three years we
have completed more than 15 security integration projects, with the largest topping
$4.2M. We have the skill set and the resources to successfully complete
projects in the $10M-$15M range.  The relationship between our two
divisions is clear: our product division provides solutions that help
government agencies locate and capture criminals while our integration division
builds command centers for correctional institutions that keep criminals
imprisoned.  Products and Services Overview  Hardware  A traditional commercial
digital video system incorporates three components: (i) the camera or video-
capture device, (ii) the player or video-display device, and (iii) the server,
storage medium, or data- management device. The Company integrates these three
components into one complete system: the ComCam 10 series.  The Company’s computing
platform uses technologies for video capture, compression, analysis, and
transmission which work in all wired and wireless networks, including the
internet. The computing platform operates in digital format with a very
sophisticated video compression technology that achieves a 300 to 500 percent
improvement over the leading conventional compression solution, JPEG, and is
more dynamic than MPEG. This system also manages the broadband video signal in
real-time before transmitting it quickly to a variety of devices, such as
laptops, cell phones, and PDA’s.  Our system offers:  ·A flexible and adaptable computing
platform for all wireless surveillance and access control systems; ·A proprietary micro computer and
operating system which seamlessly connects video and sensing devices over any
wireless network; ·Wavelet compression which
minimizes bandwidth use; ·The ability to integrate/expand
legacy analog systems with next-gen IP surveillance/security applications; ·The ability to add any camera to a
network and control it from any location; ·The ability to support other
manufacturers’ devices, like alarm modules and sensors; ·Total system integration,
including encryption, compression, sensors, analysis, miniaturization,
low-power consumption, transmission and storage; and ·Minimal power consumption,
enabling the use of solar panels as a power source for full functionality in
remote locations such as weather stations and border crossings.


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In
addition, the Company offers the following hardware items:  ·Asset Tracking System developed by
the Company and used by US Immigration and Customs Enforcement in New York,
including Integrated IP, sensor array, and network barcode devices; ·Video MicroServers which adapt
legacy closed circuit television (CCTV) and Mil-Spec imaging products and
sensors to enable IP command and control capability; ·High-end IP cameras, including the
CF-130, a 1.3 mega pixel camera that delivers crisp, uncompressed, digital
video over long distances previously unattainable by conventional camera
systems, with both night and day capability; and ·Original equipment manufacture
(OEM) board sets.  The Company’s hardware
products are developed in-house and we utilize third party board assembly
houses for tested module delivery.  These modules are assembled in our
headquarters into various configurations we offer. The Company has produced
hardware in this way in Germany, Korea, and the USA over the years.  Software  The Company offers software
products including the “Camera Control Centers,” or the C3 and Pocket C3 that
work in concert with the Company’s computing platform. The C3 brings control
room video and storage to laptops. The Pocket C3 extends our proven network
security applications and surveillance software to the PDA and smart-phone
market sectors.  The C3 and Pocket C3 decode
and decompress images for viewing or archiving and can also be used to send
back user commands to control remote devices such as panning/tilting/zooming
camera domes and locking/unlocking doors.  Our software offers:  ·Embedded operating systems; ·An extensive software suite and
toolkits for command-and-control, pocket mobile display, storage/data
management; ·Plug-ins for Web browsers; ·Support in seven languages; ·Custom applications; and ·Specialized video analytics for
biometrics, sensors, access control, and motion detection/tracking.  Our software tracking
algorithms include:  ·Advanced long-distance video
tracking techniques; ·Contrast and correlation algorithms
which designate and track airplanes, vehicles, people and boats in up to 17
foot waves; ·Ability to zoom and follow the
object of interest precisely; ·Radar tracking to estimate
bearing, range, course and speed extrapolated at 30Hz and displayed to the user
as well as up to 99 radar IDs managed simultaneously; ·Hottest Spot Tracking; and ·Video Motion Detection (VMD).


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Security
Systems Integration  The Company’s integration
division is focused on installing and integrating security systems in juvenile to
super-maximum security correctional facilities. This division provides
professional design engineering, project management, installation and
maintenance services. We offer single and turnkey system design, full
installation service, after-sales service, modular ongoing training, and a
24/7/365 help desk with field support technicians.  Service contracts can be
tailored to meet a variety of facilities’ operating styles and budgets. The
benefits of these service contracts include:  ·Periodic system checks by a
certified Pinnacle technician to ensure continued long-term system operation
and care; ·An elimination of
"surprise" costs: all contracts are offered at a fixed rate for
non-consumable parts and/or service which helps the client keep control of the
total cost of ownership; ·Reduced downtime with immediate
response on parts and service; and ·Discounts on consumables, parts,
and accessory items.  Customers  The Company remains focused
on numerous domestic and international sales opportunities with governments and
organizations, including the following which have purchased our products in the
past several years.  Local governmental
Agencies  The Company has teamed up
with Susquehanna Computer Innovations (SCI) to outfit a Pennsylvania regional
taskforce with a mobile Incident Management Unit (IMU) command center for
police enforcement, international event emergency services, and the management
of mass casualty incidents. For this project we supplied our IP networking
technology, cameras, and software (C3, PocketC3 and Video Locker) for video
recording, analysis, mobile viewing, and management.  United States Agencies  Products sold to U.S. agencies have been used for testing purposes, including the following:  ·The U.S. Department of Homeland
Security’s ICE (Immigration and Customs Enforcement) used our technical skills,
including the development of a Detainee Tracking System, to upgrade key
infrastructure technology for ICE’s General Services Administration (GSA)
facility located in lower Manhattan of New York City (we are a contender for a
multi-facility deployment after an extended test period); ·Federal Bureau of Investigation,
through Photech, Inc., purchased four camera systems for undisclosed
surveillance monitoring; and ·National Oceanic and Atmospheric
Administration (Department of Commerce) and the Fish and Wildlife Service
(Department of the Interior) have each purchased one camera system.  United States
Corporations  Units sold to private US companies have been used for both research purposes and for implementation, including
the following:
  6


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·DRS/Night Vision Systems purchased
five microserver systems for the U.S. Border Patrol with real-time video
surveillance running on a cellular/satellite network using DRS-NVS thermal
imaging cameras, ·Henry Brothers utilized our
services for installation at JFK Airport and purchased three microserver
systems; ·IBM required loss-prevention at
its corporate facility in Raleigh, North Carolina for which we sold three
microserver systems.  Correctional Facilities  Our customer list since 2008
includes the following juvenile and super-maximum security correctional facilities:  ·Federal Correctional Institution Berlin – Berlin, New Hampshire ·Mercer Juvenile Detention Center – Mercer, New Jersey ·State Correctional Institution
Muncy – Muncy, Pennsylvania ·State Correctional Institution
Mercer – Mercer, Pennsylvania ·Federal Correctional Institution
Seagoville – Seagoville, Texas ·Keesler Air Force Base – Kessler, Mississippi ·Chester County Prison – West Chester, Pennsylvania ·Carroll County Detention Center – Westminster , Maryland ·Juvenile and Domestic Relations
Courthouse – Charlottesville, Virginia ·Hall County Jail – Omaha, Nebraska ·Philadelphia Industrial Correctional Center – Philadelphia, Pennsylvania ·US Immigration and Customs
Enforcement – Manhattan, New York  Business Partners  To reach our customers the
Company builds partnerships with a variety of manufacturers, systems
integrators, and other companies.  One of these partnerships is
with Symbol Technologies, Inc., now owned by Motorola (“Symbol”), a leader in
mobile computing, radio frequency identification (RFID), and scanning
technology. The Company is a member of Symbol’s PartnerSelect program as an
authorized reseller. Further, our Pocket C3 software has been tested on all of Symbol’s
mobile computers and received their Symbol PLUS validation for use on all
Symbol devices. In their validation report, our software was deemed “very
straightforward and simple to set up... [and] worked right out of the gate on
all devices under test.” We are designing our products with Symbol’s mobile
computers in mind for a simple, comprehensive, mobile security system.  Recently, our technology was
incorporated in a Technology Service Corporation (TSC) bid for a Texas border security initiative. The Texas border security bid was formally submitted by
DRS Technologies, Inc./Night Vision Equipment Company. Also, our technology was
incorporated into a TSC bid for the US Navy, under the Naval Facilities
Engineering Command (NAVFAC) Anti-terrorism Force Protection (ATFP) Ashore
Program (“Ashore”). The Ashore bid was formally submitted by EG&G (a
defense contractor and subsidiary of URS Corporation). Finally, Siemens Maintenance
Services, LLC, has included the Company in design bids for wireless
configurations to commercial airports, municipal transportation departments,
and other venues.


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Marketing and Sales Opportunities  The Company’s product marketing
and sales team operates from both Pennsylvania and Texas targeting the
following market segments:  ·Military: “hot spot” in-field
deployment as well as battlefield collaboration; ·Department of Homeland Security:
targeting airport perimeter security, border security, access control (federal
Transportation Worker Identification Credential (TWIC) program), port security,
and video asset tracking; ·Commercial markets: video asset
tracking uses and operational support for remote franchise management  Our product marketing and
sales advantage is due to the flexibility of our technological platforms which
lend themselves to rapid integration with many third-party technologies
including access control, biometric, radio frequency identification (RFID),
chemical detection, and seismic detection. The Company’s suite of software
products and tools can extend the performance and functionality of many
products, especially in the area of remote control with video. We believe that
the current CCTV (closed circuit television), access control, biometrics and
digital communications markets have been consolidating over the past several
years and that our technology may well be the glue that will integrate these
markets.  Our security integration business targets the
marketing opportunities from its applications such as retrospective and reverse
engineering, project rescue and recovery, IT services, complete programmable logic controller (PLC) system design integrated into real-time touch
screen technology, door and building control, video over IP and digital
storage, parking control, smart card, systems,
applications and products (SAP) integration,
energy management, enterprise time and attendance, CCTV, perimeter intrusion
detection, inmate locator and man-down systems. We believe that the market for
these services is strong and growing.  Competition  Competition within the
domestic and international markets for video surveillance systems is intense.
In general, competitors include many companies from key sectors of the video
networking and security market, including: hardware (e.g., camera and digital
video recorder), software (e.g., analysis, access control), networking, and
specialized solutions (e.g., data integration, data management).  However, our
principal competitors offer increasingly more sophisticated products, including
Internet Protocol capabilities.  Our competition falls into
the following broad categories:  ·Leading security camera companies:
Axis Communications, Pelco, Pixord, Mobotix AG and others that supply a diverse
product line of cameras, digital video recorders and other products; ·Integrated conglomerates:
Siemens/Bosch, Philips, Sony, GE, JVC, Sanyo and others that provide a full
line of cameras and related accessories; and ·“Boutique” camera and other
security-industry equipment companies:  LiveWare, ObjectVideo, DvTel, ioImage,
IPIX and many others that offer specialized products.


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While
there is no dominant technological or business leader, there are many companies
with greater financial resources and more established distribution channels
than the Company. However, our products are distinguished by next-generation
innovations that are both sophisticated and cost effective. We believe that the
Company has few direct competitors based on what we consider to be our
competitive advantages, as follows:  ·Only wireless real-time
command-and-control system to address critical events in remote locations,
overcoming poor network conditions (Mexican border, Afghanistan): oHigh-quality video at low
bandwidth; and oLow-powered high performance. ·Interoperability with flexible and
adaptable networking platform: oCamera agnostic – software changes
personality/functionality of any brand; oEasy integration of third-party
analytics (biometrics, facial recognition) to legacy systems; and oWorks over all wireless networks. ·Rapid deployment, low cost, and
expert service.  Competition for security integration
services within the domestic and international markets is intense. We pursue an
average of 15 project bids per month. While we compete against scores of companies,
our three primary competitors on the projects we bid are Norment Security Group, ComTech Security, Inc., and
Stanley Convergent Security Solutions.  Norment is a large systems contractor with offices in California,   Arizona, Maryland, Alabama, and North Carolina. Like us, they focus both on
new detention services and products as well as complete retrofit services and
electronic security systems integration.  ComTech has offices in Chicago and Milwaukee and is a
leader throughout the Midwest, servicing Illinois, Wisconsin, and Indiana. ComTech has begun looking outside of the Midwest and provides sales and technical
assistance to a variety of different industries including financial,
educational, institutional, and retail.  Stanley Convergent Security Solutions provides electronic security services and
products in North America, Europe, South Africa, Asia, and Australia. It has more than150 offices serving
over 500,000 customers as one of the largest global electronic security
services and product providers.  We believe that our ability
to compete against these firms is centered upon the following six core areas of
expertise:  ·Design/Build 20 + years of Design/Build construction
      experience
  In-house engineering staff
  Local and national architectural teaming
  Full design and construction services for any
      size project ·Engineering/Consulting Team of in-house engineers and security
      consultants
  In-house CAD operators
  Submittal and as-built drawing packages
  Baseline system testing
  Commissioning of all systems


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·Construction
Management & Project Management Onsite or In-house project management available
  Development of project schedule and budget
  Risk Planning
  Corrective action implementing ·Installation In-house teams of certified systems installers
  Local and National network of licensed
      electrical contractors ·Service and
Preventative Maintenance 24/7/365 emergency service
  Monthly and Quarterly Maintenance Services
  Maintenance Programs to fit any budget ·Sales Bidding and Estimating Services
  In-house staff of certified Sales Engineers  Marketability  The video surveillance
systems and security integration services industries are large and fragmented
with no dominant leaders. Providers are comprised of thousands of
manufacturing, distribution, and installation/service companies engaged in the
task of safeguarding public and/or private facilities, personnel, and assets.
The threat of terrorism, higher crime rates, and computer vulnerability have
all had an effect on creating a growing demand for security related products.
Among the services and products available are access control and identification
programs, alarm systems, biometrics, surveillance equipment, computer security,
home automation, integrated systems, intrusion alarms with monitoring, and GPS
mobile securities.  Over the last 20 years, video
monitoring and surveillance applications have been served by analog technology,
which requires heavy maintenance, does not offer remote accessibility, and is
notoriously difficult to integrate with other information technology systems.
In addition, searching for a sequence on videotape has traditionally taken
hours of playback and searching.  Despite these drawbacks, analog technology
was popular within the security markets. Until recently, video in security
applications was primarily used to provide raw data. However, new technology
enables more precise information, making it possible to communicate, make
decisions, and activate an immediate response to any perceived threat. Advances
in communication technologies now make it easier to convert video into valuable
real-time or time-lapsed information. Digital cameras today can be plugged into
a standard computer network and offer greater performance and reliability than
analog cameras. Large video archives can now be easily stored. Importantly,
digital video archives can be indexed and specific video clips located quickly
and easily.  New product introductions or enhancements, declining market prices
for component parts and products, and competing or overlapping systems and
technologies characterize the dynamic nature of the security surveillance
industry today. The potential for the burgeoning digital video market as well
as securities integration market is evident as the industries make the
transition from analog to digital technology.  Patents, Trademarks, Licenses, Franchises,
Concessions, Royalty Agreements and Labor Contracts  All of the Company’s software
is copyrighted, developed in-house, and licensed to customers in connection
with sales of its hardware.  In addition, some software is additionally
protected under two company owned patents:


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·No. US 6,975,220 B1, “Internet
Based Security, Fire, and Emergency Identification and Communication System,”
and ·No. US 7,302,481 B1, “Methods and
Apparatus Providing Remote Monitoring of Security and Video Systems.”  Additionally, “ComCam” and “P2ABC
Controls” are trademarked.  We are under no licenses,
franchises, concessions, or royalty agreements associated with our products.
The Company is not subject to any labor contracts.  Governmental Regulation  The following information
generally summarizes governmental approval and regulations that pertain to the
Company’s operations.  The Company is subject to
local, state, and national taxation. Our fixed and mobile digital video cameras
and communication systems must conform to local, national, and international
governmental authorities that set the regulations by which communications are
transmitted within and across respective territories.  The FCC  Certain components within our
products are required to meet Federal Communications Commission (“FCC”)
approval, specifically for Classes A & B Digital Devices relating to Part
15, which is a common testing standard for products similar to our own. FCC
Part 15 basically covers the regulations under which a device emits radio
frequency energy by radiation, and the technical specifications, administrative
requirements, and other conditions relating to the marketing of FCC Part 15
devices. Approvals as required in relation to Part 15 are obtained
independently by suppliers of these components.  The FCC’s definition of a
Class A Digital Device is one which is marketed for use in a commercial,
industrial, or business environment. Our ComCam series 10 camera and other
hardware are Class A Digital Devices. However, since we sell our hardware
products to system integrators, dealers, and other third-party resellers who
integrate our products into their own FCC approved video solutions, we are not
required to obtain FCC approvals. Rather, each reseller secures its FCC and/or
other approvals.  The FCC’s definition of a
Class B Digital Device is one which is marketed for use in a residential
environment. Our cameras and micro-servers are not currently sold directly into
the consumer market nor to our knowledge are they being deployed by third-party
distributors and/or resellers in a residential environment within the United States.  Although we do not currently
need to seek approval for our devices due to the particulars of our current
sales and customer utilization, we do plan to produce a new generation of
cameras and accompanying micro-servers derived from an enhancement of the
software currently associated with these products. Due to financial constraints
these new products are not yet in production and we are yet to determine a
production start date. We intend to initiate production of new products at such
time as sufficient financing is available and will seek FCC approval at the
appropriate time. FCC approval will require that we provide the FCC with
examples of this new generation of products. The new products will then be
subjected to a series of standardized radiation tests. Sufficient test results
will label our products with FCC approval.


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Environmental
Laws  The Company is not currently
affected by compliance with any environmental laws. However, lead danger has
historically been an issue in high-tech industries.  RoHS, short for Restriction
of Hazardous Substances, also known as Lead-Free, is a European Union directive
from 2002 which restricts the use of six hazardous materials found in
electronic products. All electronic products sold in the EU market must pass
RoHS compliance. Further, the need to comply with RoHS type directives is
evolving globally. Japanese manufacturers have been reducing lead levels since
2000 and California has already passed legislation to fall in line with the EU
RoHS timescales. To satisfy lead related requirements as they expand in our
customers’ states and countries, we may need to substitute different components
into our hardware. These replacement components will need to contain less of
the hazardous materials which are finding their way into the world’s landfills.  Climate Change
Legislation and Greenhouse Gas Regulation  Many studies over the past
couple decades have indicated that emissions of certain gases contribute to
warming of the Earth’s atmosphere. In response to these studies, many nations
have agreed to limit emissions of “greenhouse gases” or “GHGs” pursuant to the
United Nations Framework Convention on Climate Change, and the “Kyoto
Protocol.” Although the United States is not participating in the Kyoto
Protocol, several states have adopted legislation and regulations to reduce
emissions of greenhouse gases. Additionally, the United States Supreme Court
has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its discretion
under the Clean Air Act by refusing to regulate carbon dioxide emissions from
mobile sources. As a result of the Supreme Court decision the EPA issued a finding
that serves as the foundation under the Clean Air Act to issue other rules that
would result in federal greenhouse gas regulations and emissions limits under
the Clean Air Act, even without Congressional action. Finally, acts of
Congress, particularly those such as the “American Clean Energy and Security
Act of 2009” approved by the United States House of Representatives, as well as
the decisions of lower courts, large numbers of states, and foreign governments
could widely affect climate change regulation. Greenhouse gas legislation could
have a material adverse effect on our business, financial condition, and
results of operations.  Research and Development  We are involved on an ongoing
basis in research and development activities related to improving the capacity
and performance of our products. During the years ended December 31, 2010 and 2009, the Company spent $9,042 and $584, respectively, on research and
development activities. We expect to increase research and development
expenditures in future periods.  Employees  The Company has 14 full-time
employees. We also use consultants, sub-contractors, legal, accounting, and
auditing firms, as required, that assist us in the operation of our business.


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Reports to Security Holders The
Company’s annual report contains audited financial statements. We are not
required to deliver an annual report to security holders and will not
automatically deliver a copy of the annual report to our security holders
unless a request is made for such delivery. We file all of our required reports
and other information with the Securities and Exchange Commission (the
“Commission”). The public may read and copy any materials that are filed by the
Company with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The statements and forms filed by us with the Commission have
also been filed electronically and are available for viewing or copy on the
Commission maintained Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. The Internet address for this site can be
found athttp://www.sec.gov.  ITEM
1A.       RISK FACTORS  The
Company’s operations and securities are subject to a number of risks. Below we
have identified and discussed the material risks that we are likely to face.
Should any of the following risks occur, they will adversely affect our
business, financial condition, and/or results of operations as well as the
future trading price and/or the value of our securities.  Risks Related to the
Company’s Business  THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN IS IN QUESTION  The Company’s auditors included an explanatory statement in their
report on our consolidated financial statements for the years ended December 31, 2010 and 2009, stating that there are certain factors which raise substantial
doubt about the Company’s ability to continue as a going concern. These factors
includenegative working capital, a stockholders’ deficit, and losses
incurred since inception.  THE COMPANY HAS A HISTORY OF LOSSES AND MAY INCUR LOSSES FOR THE FORESEEABLE FUTURE  The Company had an accumulated deficit of $7,638,342 as of December 31, 2010. We believe that we may achieve profitability in the next twelve months but we can provide no assurances that we will ever achieve profitability or in the event that we do achieve profitability that we will be able to sustain that profitability over time.  IF THE COMPANY DOES NOT GENERATE SUFFICIENT CASH FLOW FROM OPERATIONS AND IS UNABLE TO OBTAIN ADDITIONAL CAPITAL TO OPERATE ITS BUSINESS, WE MAY NOT BE ABLE TO EFFECTIVELY CONTINUE OPERATIONS  As of December 31, 2010, the Company had a working capital deficit of $253,492. We expect to generate sufficient cash flow from operations approximating that required to sustain operations in 2011. However, we can make no such assurances. Until the point at which cash flow from operations match expenditures 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 additional working capital. Should we be unable to secure additional capital to cover any short fall in cash flow, such condition would cause us to reduce expenditures, which could have a material adverse effect on our business.


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THE COMPANY MAY NOT BE SUCCESSFUL IN INTEGRATING THE
BUSINESS OPERATIONS OF PINNACLE INTO OUR BUSINESS OPERATIONS, STIFLING GROWTH
AND DISRUPTING OUR BUSINESS.  The
Company’s recent acquisition of Pinnacle involves the integration of companies
that have previously operated independently.  Successful integration will
depend on our ability to consolidate operations and procedures and to integrate
Pinnacle’s management team with our own. If we are unable to do so, we may
not realize the anticipated potential benefits of the acquisition, our business
development could be stifled, and results of operations may suffer. 
Difficulties could include the loss of key employees, the disruption of Pinnacle’s
ongoing businesses, and possible inconsistencies in standards, controls,
procedures and policies.  THE
COMPANY MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS  We have historically had difficulty producing new products due to
cash flow shortages. Our future success depends in a significant part on the
ability to evolve our hardware and software to develop new products. Should
adequate funds to produce new products not become available, the Company’s
ability to respond to competitive pressures would be significantly limited.  THE
VIDEO MONITORING SURVEILLANCE INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE
AND THE COMPANY'S PRODUCTS COULD BECOME OBSOLETE AT ANY TIME  Evolving
technology, updated industry standards, and frequent new product and service
introductions characterize the video surveillance systems and security
integration services markets; our products could become obsolete at any time.
Competitors could develop products similar to or better than our own, finish
development of new technologies in advance of the Company’s research and
development, or be more successful at marketing new products, any of which
factors may hurt our prospects for success.  THE
MARKET ACCEPTANCE OF THE COMPANY’S PRODUCTS IS CRITICAL TO THE COMPANY’S GROWTH  The
Company generates revenue from the design and sale of video surveillance
systems and security integration services; therefore, market acceptance of our
products is critical. If our customers do not accept or purchase our products,
then our revenue, cash flow, and/or operating results will be negatively
impacted.  THE
COMPANY COMPETES WITH LARGER AND BETTER-FINANCED CORPORATIONS  Competition
within the international market for video surveillance systems and security
integration services is intense. While the Company’s products are distinguished
by next-generation innovations that are more sophisticated, flexible, and cost
effective than many competitive products currently in the market place, a
number of entities offer video surveillance systems, and new competitors may
enter the market in the future. Some of our existing and potential competitors
have longer operating histories, greater name recognition, larger customer
bases, and significantly greater financial, technical and marketing resources
than we do, including well known multi-national corporations.


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THE COMPANY IS LARGELY DEPENDENT UPON FEW CUSTOMERSWe have in the past, and may in the future lose our customers or a substantial
portion of our business with one or more major customers. If we do not sell
products to our existing customers in the quantities anticipated, or if our
customers reduce or terminate their relationships with us, market perception of
our products and technology, growth prospects, and financial condition and
results of operations could be harmed. Any termination of our relationship with
our largest customers or any other
customers could materially reduce our
revenue.  THE
COMPANY DEPENDS UPON LIMITED SOURCE SUPPLIERS  The
Company utilizes third party electronic assemblers for its board sets which the
Company final assembles in its West Chester, Pennsylvania facility. Many
components are purchased from such source suppliers as Freescale Semiconductor
and Analog Devices, Inc. We anticipate that the Company will continue to depend
upon one or few manufacturers, as well as a limited number of source suppliers,
which dependence, reduces the level of control we have and exposes us to
significant risks such as inadequate capacity, late delivery, substandard
quality, and higher prices, all of which could adversely affect the Company’s
business.  THE
COMPANY’S SUCCESS DEPENDS ON THE COMPANY’S ABILITY TO ATTRACT AND RETAIN KEY
PERSONNEL  The
Company’s future success will depend substantially on the continued service and
performance of Don Gilbreath, Robert Betty, and other key personnel. We have
relatively few senior personnel, and so the loss of Don Gilbreath, Robert Betty,
or any other key employees could have a material adverse effect on the
Company’s business prospects, financial condition, and results of operations.
Our future success also depends on the Company’s ability to identify, attract,
hire, train, retain, and motivate technical, managerial, and sales personnel.
Competition for such personnel is intense, and we cannot assure that we will
succeed in attracting and retaining such personnel. Our failure to attract and
retain the necessary technical, managerial, and sales personnel could have a
material adverse effect on our business prospects, financial condition, and
results of operations.  MISAPPROPRIATION
OF PROPRIETARY RIGHTS OR CLAIMS OF INFRINGEMENT OR LEGAL ACTIONS RELATED TO
INTELLECTUAL PROPERTY COULD ADVERSELY IMPACT THE COMPANY'S FINANCIAL CONDITION  The
Company's success depends significantly on protecting proprietary technology.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy or otherwise obtain and use our technology or
products. Monitoring unauthorized use of the Company's technology is difficult,
and we cannot be certain that the steps we have taken will prevent
misappropriation of our technology, particularly in foreign countries where the
laws may not protect our proprietary rights as fully as in the United States.  In
addition, from time to time, third parties may assert patent, copyright,
trademark, and other intellectual property rights claims against us with
respect to existing or future products or technology. If there is a successful
claim of infringement and the Company fails or is unable to develop
non-infringing technology or license the infringed or similar technology on a
timely basis, the Company's business and results of operations could be
seriously harmed.


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THE COMPANY’S BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATIONS  International, national, and
local standards set by governmental regulatory authorities set the regulations
by which communications are transmitted within and across respective
territories. The Company's fixed and mobile digital video cameras and
communication systems are subject to such regulation in addition to national,
state, and local taxation. Our products may be required to meet Federal
Communications Commission approval, specifically for Classes A & B of Part
15 for the telephone related applications of our hardware products. Further,
climate change legislation and greenhouse gas regulation is becoming
increasingly ubiquitous. Although the Company successfully operates within
current governmental regulations it is possible that regulatory changes could
negatively impact our operations and cause us to diminish or cease operations.  THE COMPANY’S PRODUCTS ARE
SUBJECT TO ENVIRONMENTAL LAWS  New hazardous materials
restrictions have been and are being sought in numerous jurisdictions
worldwide. As these restrictions take effect, the Company may need to change
the components it uses in certain key products. These components may be
difficult to procure or more expensive than the components we currently use. As
such, current and future environmental regulations could negatively impact our
operations.  Risks Related to the
Company’s Stock  THE
COMPANY MAY NEED TO RAISE ADDITIONAL CAPITAL TO FUND OPERATIONS WHICH COULD
ADVERSELY AFFECT OUR SHAREHOLDERS  The
Company may need to raise additional capital to fund operations until such time
as our revenues match our expenditures. We expect that revenue will match
expenditures by late 2011 or early 2012. Until the point at which cash flow
from operations can match expenditures, we may have to realize additional
capital for operations. Capital realized would be used for research and
development expenses, marketing costs, and general and administrative expenses.
We have no commitment from any sources of financing to provide us with any
needed capital requirements. Any equity financing will obligate us to issue
additional shares of the Company’s common stock which will result in dilution
to existing shareholders.  We
incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which
expenses will continue to 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, has substantially increased our expenses and made some activities more
time-consuming and costly than previously, which expenses continue to
negatively impact our financial performance.  THE COMPANY’S STOCK PRICE
IS VOLATILE  The
market price for our common stock is subject to significant volatility and
trading volumes are low. Factors affecting the Company’s market price could
include:  ·the Company’s perceived prospects; ·negative variances in our
operating results, and achievement of key business targets; ·limited trading volume in shares
of the Company’s common stock in the public market; ·sales or purchases of large blocks
of our stock;


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·changes in, or the Company’s
failure to meet, earnings estimates; ·changes in securities analysts’
buy/sell recommendations; ·differences between our reported
results and those expected by investors and securities analysts; ·announcements of new contracts by
the Company or our competitors; ·announcements of legal claims
against us; ·market reaction to any
acquisitions, joint ventures or strategic investments announced by us or our
competitors; ·developments in the financial
markets; ·general economic, political or
stock market conditions.  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 common stock is currently deemed to be “penny stock”,
which makes it more difficult for investors to sell their shares.  The Company’s
common stock is and will be subject to the “penny stock” rules adopted under
section 15(g) of the Exchange Act. The penny stock rules apply to companies
whose common stock is not listed on the NASDAQ Stock Market or other national
securities exchange and trades at less than $5.00 per share or that have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
operating for three or more years). These rules require, among other things,
that brokers who trade penny stock to persons other than “established
customers” complete certain documentation, make suitability inquiries of
investors and provide investors with certain information concerning trading in
the security, including a risk disclosure document and quote information under
certain circumstances. Many brokers have decided not to trade penny stocks
because of the requirements of the penny stock rules and, as a result, the
number of broker-dealers willing to act as market makers in such securities is
limited. If the Company remains subject to the penny stock rules for any
significant period, it could have an adverse effect on the market, if any, for
the Company’s securities. If the Company’s securities are subject to the penny
stock rules, investors will find it more difficult to dispose of the Company’s
securities.  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 shareholders 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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ITEM
1B.        UNRESOLVED STAFF COMMENTS  Not applicable.  ITEM 2.          PROPERTIES  The Company leases office
space with short and long-term leases in Pennsylvania. Rental expense related
to leases for the years ended December 31, 2010 and 2009 was approximately
$129,000 and $123,000, respectively. We believe that the space leased is
generally suitable and adequate to accommodate current operations.  ITEM 3.          LEGAL
PROCEEDINGS  None.  ITEM 4.          (REMOVED
AND RESERVED)  Removed and reserved.  PART II  ITEM 5.          MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES  The Company’s common stock is
quoted on the Over the Counter Bulletin Board, a service maintained by the
Financial Industry Regulatory Authority, under the symbol “CMCJ”. Trading in
the common stock over-the-counter market has been limited and sporadic and the
quotations set forth below are not necessarily indicative of actual market
conditions. These prices reflect inter-dealer prices without retail mark-up,
mark-down, or commission, and may not necessarily reflect actual transactions.
The high and low bid prices for the common stock for each quarter of the
periods ended December 31, 2010 and 2009 are as follows:  Trading MarketYear
 Quarter Ending
 High
 Low2010
 December 31
 $0.63
 $0.27September 30
 $0.90
 $0.25June 30
 $1.21
 $0.51March 31
 $0.95
 $0.202009
 December 31
 $0.60
 $0.30September 30
 $0.91
 $0.15June 30
 $2.00
 $0.02March 31
 $0.05
 $0.02
   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.


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Common
Stock  As of April 14, 2011, there
were 124 shareholders of record holding a total of 15,182,147 shares 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 April 14, 2011, there were no shareholders of record of the 2,000,000 shares
of preferred stock, par value $0.0001, authorized.  Warrants  As
of April 14, 2011, the Company had the following warrants outstanding: ·100,000 warrants to purchase
shares of the Company’s common stockat a price of $0.50 per share until February 25, 2016. ·100,000 warrants to
purchaseshares of the Company’s common stockat a price of $0.60 per share until April 1, 2016. ·120,000 warrants to
purchaseshares of the Company’s common stockat a price of $0.75 per share until April 1, 2016.  Stock Options  As of April 14, 2011, the
Company had 885,000 outstanding stock options registered pursuant to the
Company’s 2010 Benefit Plan of ComCam International, Inc. to purchase shares of
the Company’s common stock at $0.50 until March 31, 2013.  Convertible Debt  As of April 14, 2011, the
Company had a convertible note dated April 1, 2011, valued at $50,000 with an
interest rate of 1% per month, compounded monthly, due on October 1, 2012, convertible
into the Company’s common stock at $0.45 per share  Dividends  The Company has not declared
any cash dividends since inception and does not anticipate paying any dividends
in the near future. The payment of 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 dividends on its common stock
other than those generally imposed by applicable state law.  Transfer Agent and Registrar  Our transfer agent is Interwest Transfer, 1981 East, Murray-Holladay Road, Holladay, Utah, 84117-5164, and their telephone number is (801)
272-9294.


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Purchases of Equity Securities made by the Issuer and Affiliated Purchasers  On March 22, 2011, the Company authorized the issuance of 352,000 shares of the Companys common stock to Don Gilbreath pursuant to a debt settlement agreement whereby the parties agreed to convert the debt obligation due to Don Gilbreath for 2010 salary in the amount of $88,000, or at $0.25 a share, in reliance on Section 4(2) of the Securities Act of 1933, as amended (the Securities Act).  The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offferee is financially sophisticated.  On February 21, 2011, the Company authorized the issuance of 800,000 shares of the Companys common stock to Robert Betty pursuant to an agreement in satisfaction of a note payable valued at $0.50 per share, in reliance on Section 4(2) of the Securities Act.  The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offferee is financially sophisticated.  Recent Sales of Unregistered Securities  On April 1, 2011, the Company authorized the grant of 220,000 warrants to Bayberry Capital, Inc. for the purchase of 100,000 shares of common stock at $0.60 per share for a period of five years and 120,000 shares of common stock at $0.75 for a period of five years, pursuant to the terms and conditions of a promissory note for $50,000, in reliance on Section 4(2) of the Securities Act.  The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offferee is financially sophisticated.  On February 25, 2011, the Company authorized the grant of 100,000 warrants toBartek Investments -1, Ltd.,for the purchase of shares of common stock at $0.50 per share for a period of five years, pursuant to the terms and conditions of a promissory note for $400,000, in reliance on Section 4(2) of the Securities Act.  The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offferee is financially sophisticated.  On January 18, 2011, the Company authorized the issuance of 65,000 shares of common stock to Flaherty Financial News, Inc., in exchange for services valued at $16,250 or $0.25 per share, in reliance on Section 4(2) of the Securities Act. Between January 2, 2011 and April 15, 2011, the Company authorized the issuance of 1,277,000 shares of common stock to various individuals in exchange for $319,250 in cash or $0.25 per share.  
 
     
 20


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The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offferee is financially sophisticated.  On January 18, 2011, the Company authorized the issuance of 1,099,600 shares of common stock in exchange for $274,900 in cash or $0.25 per share,pursuant to exemption provided by Rule 506 of Regulation D of the Securities Act, to the following individuals and entities: Investor
     Shares
     ConsiderationRon E. Barker
     20,000
     $5,000Bahanna Group, LLC
     100,000
     $25,000Bahanna Group, LLC
     40,000
     $10,000Bahanna Group, LLC
     100,000
     $25,000Sean Collins
     20,000
     $5,000Tom R. Fishler
     100,000
     $25,000Thomas Hoggard
     30,000
     $7,500James M. Huntley Jr.
     100,000
     $25,000Tony Jones
     32,000
     $8,000Tony Jones
     48,000
     $12,000Tony Jones
     40,000
     $10,000Mark A. Scott
     20,000
     $5,000SDT Holdings, LLC
     100,000
     $25,000IRA FBO John R. Shand Jr. Pershing LLC as Custodian Roth Accountant
     56,000
     $14,000IRA FBO John R. Shand Jr. Pershing LLC as Custodian Roth Accountant
     44,000
     $11,000IRA FBO John R. Shand Jr. Pershing LLC as Custodian Roth Accountant
     39,600
     $9,900Gabor Sztamenits
     100,000
     $25,000Dan Traxler
     60,000
     $15,000Pamala R. Wood
     10,000
     $2,500Lou Wood
     40,000
     $10,000Totals
     1,099,600
     $274,900
  The Company complied with the requirements of Rule 506 of Regulation D of the Securities Act by: (i) foregoing any general solicitation or advertising to market the securities; (ii) selling only to accredited investors; (iii) having not violated antifraud prohibitions with the information provided to the investors; (iv) being available to answer questions by the investors;and (v) issuing restricted securities to the investors.  On December 31, 2010, the Company authorized the issuance of 383,094 shares of common stock to Global Convertible Megatrend Ltd. pursuant to an amendment to a convertible debenture in full satisfaction of that accrued interest of $95,773.41 from the original convertible debenture, valued at $0.25 a share,pursuant to exemption provided by Section 4(2) and Regulation S of the Securities Act of 1933.  The Company made this offering pursuant to Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) the offeree has access to the kind of information which registration would disclose; and (3) the offeree is financially sophisticated.


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Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing ( issuer safe harbor), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (resale safe harbor). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.  ITEM  6.         SELECTED FINANCIAL DATA  Not required.  ITEM  7.         MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  ThisManagements Discussion and Analysis of Financial Condition andResults of Operationsand other parts of this current report contain 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 entitledForward-Looking Statements and Factors That May Affect Future Results and Financial Conditionbelow. 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  Our financial condition and results of operations depend primarily on revenue generated from the sale of our products and specialized services in addition to our ability to realize additional debt or equity financing. We can provide no assurance that revenue going forward will provide sufficient cash flows to sustain our operations though revenue approximating that required to sustain operations is anticipated in fiscal year 2011. Further, although we have no commitments for financing we remain in the process of procuring additional equity financing as we seek to redress any shortfall in cash flows to sustain operations while seeking to expand our business.  Strategy  The Company will work to leverage our product division and our security integration division to provide turn-key solutions to the spectrum of applications sought after within the security industry. Further, the Company will focus on integrating the divisions to create a synergetic relationship that will not only enhance our security integration business but will bolster our product business to provide the momentum that it has long needed.  The Company intends to pursue numerous new domestic and international sales opportunities to generate increased revenue. We also plan to implement an aggressive marketing and sales campaign to reach a broader market for our products. While maintaining direct sales relations with many of our historic customers, we have also focused our sales efforts on serving as an original equipment manufacturer (OEM) for strategic resellers, to serve as a research and development partner, and to develop a network of dealers, resellers and system integrators with differing targeted market expertise.


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Product Division  The Company will leverage pilot installations on the US/Mexico border, the Port of Philadelphia, and with Immigration and Customs Enforcement to focus on closing new proposals and contracts with the Department of Homeland Security. The key to this line of business is a value added reseller (VAR) agreement signed with DRS in 2010 offering an off-the-shelf advanced thermal tracking solution to be bundled with our microserver and software algorithms which addresses a major US initiative to fight border drug trafficking.  We will also expand our entry into commercial markets taking advantage of four installations that utilize our cloud computing platform and allow franchise operators and large retail chains to improve remote operations management. This area allows us to build a recurring revenue stream.  Non-recurring engineering contracts utilizing our hardware and software design represent an opportunity to develop a recurring royalty model. We view this as an untapped profitable revenue stream.  The Company will develop a program to monetize of its patents related to the integration of live video and analytics through a web portal used to make real time command and control decisions.  Integration Division  The improvement in our balance sheet has eliminated the single largest barrier to growth and allows for performance bonds to be secured at a reasonable cost. With this barrier gone, this opens up the opportunity to pursue incremental integration business with correctional facilities that requires performance bonds.  In addition, we have expanded our highly profitable long-term maintenance agreement program to existing and future integration customers with a goal of establishing a recurring revenue stream from this business unit.  Mergers and Acquisitions  We will seek to make strategic acquisitions of companies and products that add synergistic distribution partners and broader application integration. We will target companies with intellectual properties in biometric algorithms, RFID sensors, and prison perimeter offerings.  Risks to our Strategy  The Companys business development strategy is prone to significant risks and uncertainties which can have an immediate impact on efforts to realize net cash flow and deter future prospects of revenue growth. We have a limited history of generating revenue which cannot be viewed as an indication of continued growth and a historical record of incurring losses. Should we be unable to consistently generate revenue and reduce or stabilize expenses on a consolidated basis to the point where we can realize net cash flow, such failure will have an immediate impact on our ability to continue our business operations.  Results of Operations  During the year ended December 31, 2010, we were engaged in (i) the ongoing development of ourInternet Protocolremote control platform cameras, micro servers, associated software, and unique end-to-end network solutions, (ii) providing turnkey system design and installation, maintenance contracts, and field support technicians through Pinnacle, (iii) servicing maintenance contracts, providing software development expertise and consulting on security surveillance systems, and (iv) satisfying continuous public disclosure requirements.


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We discuss below the results of operations for the Companys comparative years ended December 31, 2010 and December 31, 2009. Pinnacle was acquired on December 30, 2009. The Companys year ended December 31, 2010 results of operations include the results of operations for Pinnacle while the Companys year ended December 31, 2009 results of operations do not include the results of operations for Pinnacle prior to the acquisition. Accordingly, the comparative period discussions include reference to Pinnacles portion of the December 31, 2010 results of operations, which were a majority of the Companys operations during the period.  Revenue  Revenue for the year ended December 31 , 2010, increased to $3,551,500 from $24,086 for the year ended December 31 , 2009.  The increase in revenue over the comparable periods is primarily due to the consolidation of sales attributable to Pinnacle in the current period. During the year ended December 31, 2010, $3,450,906 of our revenue was derived from sales attributable to Pinnacle, and $100,594 from the rendition of contract work and consulting. The Company did not derive any revenue from the sale of itsInternet Protocolremote control platform cameras, micro servers, associated software, and unique end-to-end network solutions over the current period though we continue to market a limited range of these products.  We expect revenues to continue to increase over the next 12 months based on the amount of work Pinnacle currently has under contract and the steady increase in the number of bids Pinnacle generates in the pursuit of a growing number of projects and, subsequent to the end of the period, we now have the capacity to bond contract work for our product sales and services, a capacity which we have not had since inception.  Cost of revenue for the year ended December 31, 2010, was $2,640,879 compared to $24,046 for the year ended December 31, 2009. The increase in the cost of revenue in the current period can be primarily attributed to the inclusion of cost of revenues associated with the operations of Pinnacle. During the year ended December 31, 2010 $2,200,863 of our consolidated cost of revenue was derived from costs attributable to Pinnacle. We expect the cost of revenue to increase over the next 12 months in line with our expectation that revenues will increase as a result of Pinnacles operations and in connection with the manufacture of our products in correspondence with an anticipated increase in revenue  Gross profit for the year ended December 31, 2010, increased to $910,621 from $40 for the year ended December 31 , 2009. The increase in gross profit in the current period can be primarily attributed to the revenue generated through the operations of Pinnacle. During the year ended December 31, 2010 $1,150,116 in gross profit was attributable to Pinnacle. We expect that gross profit will increase over the next 12 months in line with our expectation that revenues will increase as a result of Pinnacles operations and the sale of our products  Expenses  Operating expenses for the year ended December 31, 2010, increased to $2,096,868 from $460,870 for the year ended December 31, 2009. The increase in operating expenses over the comparative periods is primarily attributable to an increase in general and administrative expenses to $2,087,826 from $460,286. The increase in operating expenses over the comparable periods is primarily attributable to the addition of the operations of Pinnacleand a $375,000 non-cash expense related to stock issuances the Company made in the 2nd quarter of 2010. During the year ended December 31, 2010, $1,054,059 in general and administrative expenses was derived from costs attributable to Pinnacle. Pinnacles general and administrative expenses are primarily attributable to wages for employees and to a lesser extent the overhead costs associated with Pinnacles 6,000 square foot facility, and to the amortization expense for intangible assets. We expect that our general and administrative expenses will increase over the next twelve months with anticipated business expansion.


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Depreciation and amortization expenses for the years ended December 31, 2010 and 2009 were $442,509 and $12,685, respectively. The increase in depreciation and amortization expenses over the comparable periods can be attributed to the addition of fixed assets owned by Pinnacle as well as the amortization of intangible assets related to the acquisition of Pinnacle. During the year ended December 31, 2010, $426,202 in depreciation and amortization expenses was attributable to Pinnacle.  Other Income (Expense)  Interest income for the year ended December 31, 2010, was $914 as compared to $1,720 for the year ended December 31 , 2009. The decrease in interest income over the comparable periods is primarily attributable to the repayment of a note receivable from a related party in the current period. We expect that interest income will continue to decrease in the near term as the Company uses current assets to maintain operations and meet debt obligations.  Interest expense for the year ended December 31, 2010, increased to $95,102 from $81,030 for the year ended December 31 , 2009. The increase in interest expense over the comparable periods can be attributed to the interest associated with the secured promissory note incurred in connection with the acquisition of Pinnacle offset by the conversion of certain accrued interest expense to common stock that resulted in a net increase over the prior period. The Company expects that interest expense will decrease in the near term as management strives to reduce debt pursuant to debt settlement or equity financing.  Losses  Losses for the year ended December 31, 2010, increased to $1,357,991 from $430,648 for the year ended December 31, 2009. The increase in losses over the comparative periods can be primarily attributed to the increase in general and administrative expenses in the period. During the year ended December 31, 2010, $72,533 of net income was attributable to Pinnacle. We expect net losses to transition to net income in 2011 as revenues continue to increase, operating costs decrease, and interest expense falls along with the reduction of outstanding debt.  Income Tax Expense (Benefit)  The Company has an income tax benefit resulting from net operating losses to offset any future operating profit. The net operating loss carry forwards at December 31, 2010, was approximately $6,195,000. These losses will begin to expire in the year 2019. The amount of net operating loss carry forwards that can be used in any one year can 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 carry forwards are utilized.  Impact of Inflation  The Company believes that inflation has had a negligible effect on its operations or those of Pinnacle over the past three years. We believe that we can offset inflationary increases in the cost of materials and labor by increasing revenue and improving operating efficiencies.  Capital Expenditures  The Company made no significant capital expenditures on property or equipment for the years ended December 31, 2010 or 2009.


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Liquidity and Capital Resources  The Company had a working capital deficit of $253,492 as of December 31, 2010 and of $1,786,500 as of December 31, 2009.The Company hadcurrent assets of $1,480,374 and total assets of $2,108,952 as of December 31, 2010. Current assets consisted of cash totaling $517,493 and accounts receivable of $836,342, estimated earnings in excess of billings on uncompleted contracts of $114,827 and prepaid expenses of $11,712. Total assets include current assets as well as intangible assets of $447,389, property and equipment of $157,263 and other assets of $23,926. The Company had current liabilities of $1,733,866 and total liabilities of $2,551,434 as of December 31, 2010. Liabilities consisted of accounts payable of $381,153, accrued expenses of $123,140, excess billings on uncompleted contracts of $387,923, the current portion of long-term debt of $841,650, long-term debt of $641,568 and long-term accrued expenses of $176,000.  Liquidity and capital resources improved over the year ended December 31, 2010 due primarily to a reduction in current liabilities as a result of Pinnacles operations, and reductions in the current portions of long-term debt and related accrued interest.  Current assets held at the subsidiary level by Pinnacle of those consolidated with the Company at December 31, 2010 consisted of $494,242 in cash, $817,112 in accounts receivable, and $114,827 in estimated earnings in excess of billings on uncompleted contracts. Working capital held at the subsidiary level by Pinnacle at December 31, 2010 was $797,471. The Company has no immediate plans to repatriate cash from Pinnacle, but rather intends to meet its commitments thereto from the proceeds of additional debt or equity placements though no arrangement to do so is currently in place.  Cash flows used in operating activities were $314,113 for the year ended December 31, 2010, as compared to $222,730 for the year ended December 31, 2009. The comparably higher cash flows used in operating activities in the current period can be primarily attributed to net losses and the adjustment from the decrease in accounts payable. During the period ended December 31 , 2010, $428,580 in cash flows provided by operating activities was attributable to Pinnacle. We expect to continue to use cash flows in operating activities until such time as net losses transition to net income.  Cash flows used in investing activities were $62,560 for the year ended December 31, 2010, as compared to cash flows provided by investing activities of $123,822 for the year ended December 31 , 2009. Cash flows used in investing activities in the current period are from the purchase of property and equipment by Pinnacle offset by payments received from an unrelated party on a note receivable. During the period ended December 31, 2010, $94,827 in cash flows used in investing activities was attributable to Pinnacle. We expect to continue to use cash flows in investing activities as the Company looks forward to expand operations in future periods.  Cash flows provided by financing activities were $676,383 for the year ended December 31, 2010, as compared to $315,667 for the year ended December 31, 2009. Cash flows provided by financing activities for the current period are attributable to the issuance of common stock for cash in a private placement for $871,400 to unrelated persons offset by a payment of $158,350 on long-term debt to Mr. Robert Betty against a note payable in connection with the acquisition of Pinnacle and payments of $36,667 to a related party. During the period ended December 31, 2010, $94,827 in cash flows provided by financing activities was attributable to Pinnacle. We expect to continue to provide cash flows from financing activities as the Company seeks to reduce debt and expand operations through additional equity financings.


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The Company has a 2010 Benefit Plan registered under Form S-8 pursuant to which it can issue or option shares of its common stock to employees, directors, officers, consultants or advisors on the terms and conditions set forth therein. As of December 31, 2010, 2,000,000 shares remained available for issuance or grant under this plan. On March 31, 2011 the Company granted 885,000 stock options under the Benefit Plan to the following individuals:  Individuals
     OptionsDale (Reed) Adams
     50,000Ruairidh Campbell
     100,000Kevin Betty
     55,000Don Cavett
     100,000Nick Carman
     60,000Richard Delaney
     50,000Kelly Eitner
     10,000Andy Finkel
     50,000Amy Largent
     50,000Brad Largent
     50,000Christie Peters
     15,000Richard Reed
     50,000Carolyn Scheppner
     50,000Bernard Ritter
     5,000Jason Verdu
     5,000Michael Vidro
     60,000Greg Palammaci
     100,000Shawn Teigen
     25,000Total
     885,000
  The Company had certain long-term debt obligations as of December 31, 2010:  ·Note payable to Robert Betty in the amount of $1,000,000, bearing interest at 3%, secured by the common stock and assets of Pinnacle due in five monthly installments of $200,000, beginning on February 15, 2010. The note payable was in default as of December 31 , 2010 in the amount of $841,650 plus accrued interest of $9,961.On February 21, 2011, the Company satisfied the note payable with the execution of an accord and satisfaction agreement for a payment of $250,000 and 800,000 shares of the Companys common stock.  ·Unsecured note payable to Global Convertible Megatrend, Ltd. (Global Megatrend) in the amount of $176,568 bearing interest at 7.5% and due on December 2012. The note may be converted to common shares of the Company, at the option of the holder, based on certain terms related to outstanding shares and per share prices. Accrued interest at December 31 , 2010 was $0.  ·Secured note payable to Paul Higbee in the amount of $465,000 bearing interest at 8%, due on March 31, 2012. Accrued interest at December 31, 2010 was $28,027.


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The Company had an additional long-term debt obligation subsequent to the period ending December 31, 2010:  ·Secured promissory note payable to Bartek Investments -1, Ltd. in the amount of $400,000 bearing interest at 18%, with quarterly principal payments of $100,000 due on May 25, 2011, August 25, 2011, and November 25, 2011 with a final payment of $172,000 on February 25, 2012. The obligation is secured by the stock of the Companys wholly owned subsidiary, Pinnacle.  Our current assets are insufficient to meet our current obligations or to satisfy our cash needs over the next twelve months. The Company will need a minimum of $500,000 in debt or equity financing to increase research and development activities and meet expenses until such time as net revenues cover cash needs. We expect to be able to realize this financing objective in the near term. However, we have no commitments or arrangements for new financing though we are pursuing a number of prospective sources that include shareholder loans, the sale of equity, or the procurement of long term debt. Further, we face certain financial obstacles to attracting new financing due to our historical and current record of net losses and working capital deficits. Therefore, despite our efforts we can provide no assurance that we will be able to obtain the financing required to meet our stated objectives or even to continue as a going concern.  The Company has no lines of credit or other bank financing arrangements.  The Company has no commitments for material future capital expenditures.  The Company has no current plans for the purchase or sale of any plant or equipment.  The Company has no current plans to make any changes in the number of employees.  The Company does not expect to pay cash dividends in the foreseeable future.  Off-Balance Sheet Arrangements  As ofDecember 31, 2010,the Company has 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 is material to stockholders.  Going Concern  The Companys auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $7,638,342 as of December 31, 2010. Our ability to continue as a going concern is subject to the ability of the Company to transition to net income as anticipated in 2011 and obtaining additional funding from outside sources. Managements plan to address the Companys ability to continue as a going concern includes (i) increases in revenue; (ii) financing from private placement sources; and (iii) converting outstanding debt to equity. Although the Company believes that it will be able to remain a going concern, through the methods discussed above, there can be no assurances that such methods will prove successful.


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Critical Accounting Policies  In Note 1 to the audited financial statements for the years ended December 31, 2010 and 2009, included in our Form 10-K, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States. The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.  Revenue Recognition  The Company generates revenues from product sales, consulting, installation of security systems, and support and maintenance contracts. The Companys revenue recognition policy is as follows:  ·Development and Delivery of Security Systems - Profits on long-term contracts are recorded primarily using the percentage of completion method for individual contracts. Estimated percentage of completion is determined on the basis of total costs expended as a percentage of total estimated costs. As the Company's long-term contracts extend over one or more years, revisions in cost and profit estimates are reflected in the accounting period that the revisions become known. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. oContract costs include all direct materials, labor, and other costs. General and administrative costs are charged to expense as incurred. At the time a loss on a contract is expected, the entire amount of the estimated loss is recognized. oThe asset, "Costs and estimated earnings in excess of billings on uncompleted contracts," represents revenues earned in excess of amounts billed. The liability, "Billings in excess of costs and estimated earnings on uncompleted contracts," represents billings in excess of revenues earned. Support and Maintenance Revenue  Revenue from support and maintenance agreements is recognized ratably over the term of the agreement, which in most instances is one year.Service Revenue  Revenue from system upgrades is recognized as the services are performed. Revenue from training and development services is recognized as the services are performed.Product Sales Revenue  Revenue from product sales is recognized at the time the product is shipped and invoiced and collectibility is reasonably assured. The Company believes that revenue should be recognized at the time of shipment as title passes to the customer at the time of shipment.Consulting Revenue  Revenues from consulting services are recognized when a consulting agreement is executed that establishes the amount and scope of service to be provided, the consulting services have been performed, and the Company has no additional rescission, refund, or customer satisfaction requirements, and collectibility of the amount billed is reasonably assured.  Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition  The statements contained in the section titledManagements Discussion and Analysis of Financial Condition andResults of Operationsand elsewhere in this current report, with the exception of historical facts, are forward-looking statements. 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:


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·our anticipated financial performance; ·the sufficiency of existing capital resources; ·our ability to raise additional capital to fund cash requirements; ·uncertainties related to our business; ·increases in revenues; ·the volatility of the stock market and; ·general economic conditions.  We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitledRisk Factorsincluded 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. Stock-Based Compensation  We have adopted Accounting Standards Codification Topic (ASC) 718, 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.  We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. 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.  Recent Accounting Pronouncements  Please see Note 20 to our consolidated financial statements for recent accounting pronouncements.  ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not required.  ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  Our audited financial statements for the years ended December 31, 2010 and 2009 are attached hereto as F-1 through F-20.


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COMCAM INTERNATIONAL, INC. INDEX TO FINANCIAL STATEMENTS December 31, 2010 and 2009    Page  Report of Independent Registered Public Accounting Firm                                                 F-2  Consolidated Balance Sheets                                                                                                              F-3  Consolidated Statements of Operations                                                                  F-4  Consolidated Statements of Stockholders Deficit                                                  F-5  Consolidated Statements of Cash Flows                                                                 F-6  Notes to Consolidated Financial Statements                                                                               F-7


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Board of Directors ComCam International, Inc. and Subsidiary West Chester, Pennsylvania  We have audited the accompanying consolidated balance sheets of ComCam International, Inc. and Subsidiary as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the years in the two-year period ended December 31, 2010. ComCam International, Inc. and Subsidiary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 audits 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of ComCam International, Inc. and Subsidiary as of December 31, 2010 and 2009 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidated financial statements have been prepared assuming ComCam International, Inc. and Subsidiary will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, ComCam International, Inc. and Subsidiary has incurred substantial losses and has a working capital deficit.  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 consolidated 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 April 15, 2011


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COMCAM INTERNATIONAL, INC.CONSOLIDATED BALANCE SHEETSDecember 31, 2010 and 2009(As
  restated)ASSETS
 
 2010
 
 2009Current
  assets:Cash
 $
 517,493
 
 217,783Accounts
  receivable
 
 836,342
 
 1,190,927Costs
  and estimated earnings in excess ofbillings
  on uncompleted contracts
 
 114,827
 
 1,874Prepaid
  expenses
 
 11,712
 
 9,595Note
  receivable
 
 -
 
 36,667Total
  current assets
 
 1,480,374
 
 1,456,846Property
  and equipment, net
 
 157,263
 
 110,842Intangible
  assets, net
 
 447,389
 
 848,502Other
  assets
 
 23,926
 
 10,806Total
  assets
 $
 2,108,952
 
 2,426,996LIABILITIES
  AND STOCKHOLDERS' DEFICITCurrent
  liabilities:Accounts
  payable
 $
 381,153
 
 711,734Accrued
  expenses
 
 123,140
 
 259,439Billings in excess of costs and estimatedearnings
  on uncompleted contracts
 
 387,923
 
 468,938Related
  party payables
 
 -
 
 36,667Current
  portion of long-term debt
 
 841,650
 
 1,766,568Total
  current liabilities
 
 1,733,866
 
 3,243,346Accrued
  expenses
 
 176,000
 
 148,000Long-term
  debt
 
 641,568
 
 -Total
  liabilities
 
 2,551,434
 
 3,391,346Commitments
  and contingenciesStockholders'
  deficit:Preferred
  stock, $.0001 par value; 2,000,000shares authorized, no shares issued and outstanding
 
 -
 
 -Common
  stock, $.0001 par value; 100,000,000 sharesauthorized, 13,684,312 and 6,982,640 shares issued andoutstanding, respectively
 
 1,368
 
 698Additional
  paid-in capital
 
 7,194,492
 
 5,316,303Stock
  subscription receivable
 
 -
 
 (1,000)Accumulated
  deficit
 
 (7,638,342)
 
 (6,280,351)Total
  stockholders' deficit
 
 (442,482)
 
 (964,350)Total
  liabilities and stockholders' deficit
 $
 2,108,952
 
 2,426,996
   The
accompanying notes are an integral part of these financial statements.


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COMCAM INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONSYears Ended December 31, 2010 and 20092010
 
 2009Revenues, net
 $
 3,551,500
 
 24,086Cost of revenues
 
 2,640,879
 
 24,046Gross profit
 
 910,621
 
 40Operating expenses:General and administrative expenses
 
 2,087,826
 
 460,286Research and development expenses
 
 9,042
 
 5842,096,868
 
 460,870Loss from operations
 
 (1,186,247)
 
 (460,830)Other income (expense):Interest income
 
 914
 
 1,720Interest expense
 
 (95,102)
 
 (81,030)Other income
 
 -
 
 109,492Debt extinguishment loss
 
 (70,556)
 
 -(164,744)
 
 30,182Loss before provision for income taxes
 
 (1,350,991)
 
 (430,648)Provision for income taxes
 
 7,000
 
 -Net loss
 $
 (1,357,991)
 
 (430,648)Net loss per common share - basic and diluted
 $
 (0.13)
 
 (0.09)Weighted average common and commonequivalent shares
 
 10,718,753
 
 4,943,658
           The accompanying
notes are an integral part of these financial statements.


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COMCAM INTERNATIONAL INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICITYears Ended December 31, 2010 and 2009Additional
 
 Stock
 
 
 
 TotalPreferred Stock
 
 Common Stock
 
 Paid-in
 
 Subscription
 
 Accumulated
 
 Stockholders'Shares
 
 Amount
 
 Shares
 
 Amount
 
 Capital
 
 Receivable
 
 Deficit
 
 DeficitBalance at January 1, 2009
 
 -
 $
 -
 
 3,608,354
 $
 361
 $
 4,547,840
 $
 -
 $
 (5,849,703)
 $
 (1,301,502)Issuance of common stock for:Debt
 
 
 
 
 
 100,000
 
 10
 
 34,990
 
 -
 
 -
 
 35,000Services
 
 
 
 
 
 1,600,000
 
 160
 
 114,340
 
 -
 
 -
 
 114,500Cash and subscription
 
 
 
 
 
 1,374,286
 
 137
 
 279,863
 
 (1,000)
 
 -
 
 279,000Acquisition of subsidiary
 
 -
 
 -
 
 300,000
 
 30
 
 119,970
 
 -
 
 -
 
 120,000Capital contribution
 
 -
 
 -
 
 -
 
 -
 
 219,300
 
 -
 
 -
 
 219,300Net loss
 
 -
 
 -
 
 -
 
 -
 
 -
 
 -
 
 (430,648)
 
 (430,648)Balance at December 31, 2009
 
 -
 
 -
 
 6,982,640
 
 698
 
 5,316,303
 
 (1,000)
 
 (6,280,351)
 
 (964,350)Issuance of common stock for:Cash
 
 -
 
 -
 
 3,485,600
 
 349
 
 871,051
 
 -
 
 -
 
 871,400Debt
 
 -
 
 -
 
 1,247,024
 
 124
 
 484,835
 
 -
 
 -
 
 484,959Services
 
 -
 
 -
 
 1,530,000
 
 153
 
 389,847
 
 -
 
 -
 
 390,000Accounts payable
 
 -
 
 -
 
 500,000
 
 50
 
 133,450
 
 -
 
 -
 
 133,500Cancellation of stockSubscription
 
 -
 
 -
 
 (60,952)
 
 (6)
 
 (994)
 
 1,000
 
 -
 
 -Net loss
 
 -
 
 -
 
 -
 
 -
 
 -
 
 -
 
 (1,357,991)
 
 (1,357,991)Balance at December 31, 2010
 
 -
 $
 -
 
 13,684,312
 $
 1,368
 $
 7,194,492
 $
 -
 $
 (7,638,342)
 $
 (442,482)
      The accompanying
notes are an integral part of these financial statements.


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COMCAM INTERNATIONAL,
  INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended December 31, 2010 and 20092010
 
 2009Cash flows from operating activities:Net loss
 $
 (1,357,991)
 
 (430,648)Adjustments to reconcile net loss to netcash used in operating activities:Common stock issued for services
 
 390,000
 
 114,500Depreciation and amortization
 
 442,509
 
 12,685Loss on disposal of assets
 
 11,410
 
 -Loss on extinguishment of debt
 
 70,556
 
 -(Increase) decrease in:Accounts receivable
 
 354,585
 
 (128,179)Prepaid expenses
 
 (2,117)
 
 -Costs and estimated earnings in excess ofbillings on uncompleted contracts
 
 (112,953)
 
 -Other assets
 
 (13,120)
 
 -Increase (decrease) in:Accounts payable
 
 (183,357)
 
 22,213Accrued expenses
 
 167,380
 
 188,819Related party payables
 
 -
 
 (2,120)Billings in excess of
  costs and estimatedearnings on uncompleted contracts
 
 (81,015)
 
 -Net cash used in operating activities
 
 (314,113)
 
 (222,730)Cash flows from investing activities:Issuance of note receivable
 
 -
 
 (36,667)Cash received in acquisition of subsidiary
 
 -
 
 160,489Payments received on note receivable
 
 36,667
 
 -Purchase of property and equipment
 
 (99,227)
 
 -Net cash provided by (used in) investing activities
 
 (62,560)
 
 123,822Cash flows from financing activities:Payments on related party payable
 
 (36,667)
 
 36,667Payments on long-term debt
 
 (158,350)
 
 -Issuance of common stock
 
 871,400
 
 279,000Net cash provided by financing activities
 
 676,383
 
 315,667Net increase in cash
 
 299,710
 
 216,759Cash, beginning of period
 
 217,783
 
 1,024Cash, end of period
 $
 517,493
 
 217,783
  The accompanying
notes are an integral part of these financial statements.


---



Note 1 – Organization
and Summary of Significant Accounting Policies  Organization  The consolidated financial
statements consist of Comcam International, Inc. (“Comcam”) and its wholly
owned subsidiary Pinnacle Integrated Systems, Inc. (“Pinnacle”). Collectively,
these entities are referred to as “the Company”.  Comcam International, Inc.
was organized under the laws of the state of Delaware on September 19, 1998. The Company’s operations consist primarily of the research and development of
advanced compact video systems that utilize built-in digital compression
technology. Pinnacle is a security systems integrator focused on correctional
facilities across the United States, providing turnkey system design and
installation, maintenance contracts, and field support technicians.  Principles of
Consolidation  The consolidated financial
statements include the accounts of Comcam and Pinnacle.  All significant
intercompany balances and transactions have been eliminated.  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.  Accounts
Receivable  Accounts receivable are
amounts due on product sales and are unsecured. Accounts receivable are carried
at their estimated collectible amounts. Credit is generally extended on a
short-term basis; thus accounts receivable do not bear interest although a
finance charge may be applied to such receivables that are more than thirty
days past due. Accounts receivable are periodically evaluated for
collectability based on past credit history with clients. Provisions for losses
on accounts receivable are determined on the basis of loss experience, known
and inherent risk in the account balance, and current economic conditions.  Property and Equipment  Property,
improvements, and equipment are stated at cost less accumulated depreciation.
Maintenance and repairs are charged to expense as incurred. Costs of major
renewals or betterments are capitalized over the remaining useful lives of the
related assets. Depreciation is computed by using the straight-line method.
Equipment is depreciated over three to five years and furniture and fixtures
are depreciated over seven years. Leasehold improvements are depreciated over
the shorter of the estimated useful life or the remaining life of the lease.
The cost of property disposed of and related accumulated depreciation is
removed from the accounts at the time of disposal, and gain or loss is
reflected in operations.


---



Note 1 – Organization and
Summary of Significant Accounting Policies(continued)  Long-Lived Assets  The Company evaluates its
long-lived assets in accordance with Accounting Standards Codification (ASC)
360, “Accounting for the Impairment of Long-Lived
Assets.”  Long-lived assets held and used by the Company are reviewed
for impairment whenever events or changes in circumstances indicate that their
net book value may not be recoverable.  When such factors and circumstances
exist, the Company compares the projected undiscounted future cash flows
associated with the related asset or group of assets over their estimated
useful lives against their respective carrying amounts.  Impairment,
if any, is based on the excess of the carrying amount over the fair value of
those assets and is recorded in the period in which the determination was made.  Intangible Assets  The Company accounts for
their intangible assets in accordance with ASC 350, “Goodwill and Other
Intangible Assets”. ASC 350 establishes three classifications for intangible
assets including definite-life intangible assets, indefinite-life intangible
assets and goodwill and requires different accounting treatment and disclosures
for each classification.  In accordance with ASC 350, the Company periodically
reviews their definite-life intangible assets for impairment.  No impairment
was recorded during the years ended December 31, 2010 and 2009. Definite-life intangible assets are amortized using the straight-line method over their
estimated useful lives.  Revenue Recognition  The Company generates
revenues from product sales, consulting, installation of security systems, and
support and maintenance contracts. The Company’s revenue recognition policy is
as follows:  ·Development and
Delivery of Security Systems - Profits on long-term contracts are recorded
primarily using the percentage of completion method for individual contracts.
Estimated percentage of completion is determined on the basis of total costs
expended as a percentage of total estimated costs. As the Company's long-term
contracts extend over one or more years, revisions in cost and profit estimates
are reflected in the accounting period that the revisions become known. Because
of inherent uncertainties in estimating costs, it is at least reasonably
possible that the estimates used will change within the near term.  Contract
costs include all direct materials, labor, and other costs. General and
administrative costs are charged to expense as incurred. At the time a loss on
a contract is expected, the entire amount of the estimated loss is recognized.  The asset, "Costs and estimated earnings in
excess of billings on uncompleted contracts," represents revenues earned
in excess of amounts billed. The liability, "Billings in excess of costs
and estimated earnings on uncompleted contracts," represents billings in
excess of revenues earned.  Support and Maintenance Revenue – Revenue from
     support and maintenance agreements is recognized ratably over the term of
     the maintenance agreement, which in most instances is one year.
  F-3


---



Note 1 – Organization and Summary of Significant Accounting
Policies(continued)  Revenue Recognition (continued)  Service Revenue – Revenue from system upgrades is
     recognized as the services are performed. Revenue from training and
     development services is recognized as the services are performed.  Revenue from product sales is recognized at the
     time the product is shipped and invoiced and collectibility is reasonably
     assured. The Company believes that revenue should be recognized at the
     time of shipment as title passes to the customer at the time of shipment.  Revenues from consulting services are recognized
     when a consulting agreement is executed that establishes the amount and
     scope of service to be provided, the consulting services have been
     performed, and the Company has no additional rescission, refund, or
     customer satisfaction requirements, and collectibility of the amount
     billed is reasonably assured.  Income
Taxes  Deferred
income taxes arise from temporary differences resulting from income and expense
items reported for financial accounting and tax purposes in different periods.
Deferred taxes are classified as current or noncurrent, depending on the
classification of the assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or noncurrent depending on the periods in
which the temporary differences are expected to reverse.  If the Company has uncertain
tax positions, they are evaluated by management and a loss contingency is
recognized when it is probable that a liability has been incurred and the
amount of the loss can be reasonably estimated. The amount recognized is subject
to estimate and management judgment and the amount ultimately sustained for an
uncertain tax position could differ from the amount recognized. The Company
recognizes interest expense and penalties related to unrecognized tax benefits
with the provision for income taxes. The tax years previous to 2007 are closed
to examination by the Internal Revenue Service.  The
Company has recorded $148,000 and $148,000 of accrued tax liabilities in the
balance sheets as Accrued Expenses for unrecognized tax benefits as of December
31, 2010 and 2009, respectively.  Earnings (Loss) Per Share  The
computation of basic earnings (loss) per common share is based on the weighted
average number of shares outstanding during the year.  The
computation of diluted earnings (loss) per common share is based on the
weighted average number of shares outstanding during the year 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 year. Common stock equivalents are not included in
the diluted earnings per share calculation when their effect is antidilutive.


---



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.  Most of the Company’s accounts receivable, which are
unsecured, are with Pinnacle’s customers. Historically, the Company has not
experienced significant losses related to receivables from individual customers
or groups of customers in any particular industry or geographic area.  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, 2010, the Company has negative working capital, a stockholders’ deficit, and has incurred
losses since inception. These factors taken alone raise substantial doubt about
the Company’s ability to continue as a going concern. However, management is in
the process of procuring additional financing to expand marketing efforts and
product development which actions, if successful, will enable the Company to
continue as a going concern. Nevertheless, there can be no assurance that
sufficient financing will be available to the Company to successfully pursue
its marketing and product development efforts.   Note 3 – Accounts
Receivable  Accounts receivable consist
of the following:  2010
 
 2009Trade accounts receivable
 $
 809,354
 
 717,371Retainage receivable
 
 26,988
 
 473,556$
 836,342
 
 1,190,927


---



Note 4 – Contracts in
Process  Information with respect to
uncompleted contracts consists of the following:  2010
 
 2009Costs incurred on uncompleted contracts
 $
 5,987,099
 
 3,774,871Estimated earnings thereon
 
 1,680,304
 
 598,742Revenues earned
 
 7,667,403
 
 4,373,613Less billings applicable thereto
 
 (7,940,499)
 
 (4,840,677)$
 (273,096)
 
 (467,064)
   Included in the accompanying
balance sheets under the following captions:  2010
 
 2009Costs and estimated earnings in excess ofbillings on uncompleted contracts
 $
 114,827
 
 1,874Billings in excess of
  costs and estimatedearnings on uncompleted contracts
 
 (387,923)
 
 (468,938)$
 (273,096)
 
 (467,064)
   Note 5 – Property and
Equipment  Property and equipment
consist of the following:  2010
 
 2009Equipment
 $
 107,508
 
 102,782Vehicles
 
 128,684
 
 48,614Leasehold improvements
 
 36,432
 
 36,432Furniture and fixtures
 
 10,540
 
 10,175283,164
 
 198,003Less accumulated depreciation
 
 (125,901)
 
 (87,161)$
 157,263
 
 110,842


---



Note 6 – Intangible Assets  Intangible assets consist of
the following:  2010
 
 2009Intangible assets subject to amortizationCustomer list
 $
 548,000
 
 548,000Customer contracts
 
 207,801
 
 207,801Patent
 
 100,000
 
 100,000Trademark
 
 15,000
 
 15,000Less accumulated amortization
 
 (423,412)
 
 (22,299)$
 447,389
 
 848,502
   Future annual amortization
expense of amortizable intangibles for the next five years is expected to be
approximately as follows:  Year
 
 Amount2011
 $
 193,0002012
 
 193,0002013
 
 11,0002014
 
 11,0002015
 
 8,000
   Note 7 – Related Party
Transactions  In
August 2009, the Company borrowed $35,000 from a stockholder, and then lent
$35,000 to a vendor with the same terms as the amount borrowed from the
stockholder.  During 2010, the Company was paid this amount in full and in turn
paid this amount in full, including related accrued interest receivable and
payable.  On December 31, 2009, Don Gilbreath, a stockholder and president of the Company, forgave accrued wages of
$219,300 owed to him by the Company.  This was accounted for as an increase to
additional paid-in capital. As of December 31, 2010, Accrued Expenses in the balance sheet includes accrued wages of approximately $88,000 due to Mr.
Gilbreath (see Note 18).


---



COMCAM INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31,

 2010 and 2009
 Note 8 – Long-Term Debt  Long-term debt consists of
the following:  2010
 
 2009Note payable to Robert Betty, bearing interest at3%, secured by the common stock and assets ofPinnacle, and due in five monthly installments of$200,000, beginning February 2010.  See Note 18.
 $
 841,650
 
 1,000,000Notes payable to Paul Higbee, bearing interestat 8%, due March 2012, secured by the intellectualproperty of the Company.
 
 465,000
 
 465,000Unsecured note payable to Global Megatrend,bearing interest at 7.5% and due December 2012.The note may be converted to common shares ofthe Company, at the option of the holder, basedon certain terms related to outstanding sharesand per share prices.
 
 176,568
 
 176,568Convertible debenture to HNI, LLC of $125,000bearing interest at 12%, and due on demand.
 
 -
 
 125,0001,483,218
 
 1,766,568Less current portion
 
 (841,650)
 
 (1,766,568)$
 641,568
 
 -
   Future maturities of long-term debt are as follows:  Year
 
 Amount2011
 $
 841,6502012
 
 641,568$
 1,483,218


---



Note
9 – Convertible Debenture and Embedded Derivative to HNI, LLC  In July 2009, the Company issued an Amended and Restated Debenture to
HNI, LLC (“HNI”) in the principal amount of $151,185 that amended and restated
a Secured Debenture with a maturity date of February 14, 2007, as amended on September 28, 2007 and February 14, 2008 in consideration for HNI’s sale and
assignment of certain assets to the Company. Pursuant to the terms of the
Amended and Restated Debenture, the Company was to commence monthly payments on
 September 1, 2009 of $13,081 until such time as the principal amount and
accrued interest was satisfied in full. On June 30, 2010 the Company paid this debenture in full.  Details
related to the convertible debenture are discussed below as they were when
initiated.  The
Company analyzed the Debenture based on the provisions of ASC 815-15 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:  Embedded
Derivative  The
fair value upon inception of the embedded derivative 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.
Upon issuance 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. ·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 the issuance date. ·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.   Note 10 – Operating Leases  The Company leases buildings
under both short-term and long-term commitments. Rental expense related to
leases for the years ended December 31, 2010 and 2009 was approximately
$129,000 and $123,000, respectively.  Future minimum lease payments
are as follows:  Years endingDecember 31
 
 Amounts2011
 $
 33,0002012
 
 3,000$
 36,000
  F-9


---



COMCAM INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31,

 2010 and 2009
 Note 11 – Income Taxes  The provision for income taxes consists of the following: 2010
 
 2009Current taxes:Federal
 $
 -
 
 -State and local
 
 7,000
 
 -Change in valuation allowance
 
 -
 
 -$
 7,0000
 
 -
  The difference between income taxes at statutory rates and the amount
presented in the financial statements is a result of the following:  2010
 
 2009Income tax benefit at statutory rate
 $
 (420,000)
 
 (165,000)State income taxes
 
 7,000
 
 -Utilization of net operating loss carryforwards
 
 350,000
 
 -Change in valuation allowance
 
 70,000
 
 165,000$
 7,000
 
 -
   Deferred tax assets (liabilities)
are as follows:  2010
 
 2009Property and equipment
 $
 (23,000)
 
 -Intangible assets
 
 53,000
 
 -Inventory valuation
 
 24,000
 
 24,000Net operating loss carryforwards
 
 2,107,000
 
 2,067,000Valuation allowance
 
 (2,161,000)
 
 (2,091,000)$
 -
 
 -
  The Company has net operating loss carryforwards of approximately
$6,195,000, 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 12 – Stock Benefit
Plans  As of May 18, 2010 the Company terminated its previous stock benefit
plan established on May 3, 2007.  On May 28, 2010 the Company adopted a new stock benefit plan (the Plan) whereby it may issue common stock or grant common
stock options to employees or other individuals, including consultants or
advisors, who contribute to the Company’s success. A total of 2,000,000 shares
of common stock are subject to the Plan’s provisions. As of December 31, 2010, no stock has been optioned, issued, or granted under the Plan (see Note
18).   Note 13 – Supplemental
Cash Flow Information  During the year ended December 31, 2010, the Company:  ·Issued 1,747,024 shares of common
stock in exchange for $618,459 of long-term debt, accounts payable, and accrued
expenses. ·Issued 1,530,000 shares of common
stock for services rendered to the Company in the amount of $390,000. ·Recognized debt extinguishment
loss of $70,556 from the discharge of certain accounts payable and accrued
expenses. ·Cancelled the stock subscription
receivable of $1,000.  During the year ended December 31, 2009, the Company:  Issued a note payable and 300,000 shares of
     common stock in exchange for the following assets and liabilities of
     Pinnacle:  Cash
 $
 160,489Current assets
 
 1,064,622Property and equipment
 
 101,228Customer contracts
 
 207,801Customer list
 
 548,000Other assets
 
 18,295Current liabilities
 
 (832,435)Non-current liabilities
 
 (148,000)1,120,000Consideration:Comcam long-term debt issued
 
 (1,000,000)Comcam equity issued
 
 (120,000)$
 -
 Issued 1,600,000 shares of common stock for
     services rendered of $114,500.
 Issued 100,000 shares of common stock in exchange
     for a $25,000 note payable and related accrued interest payable of
     approximately $10,000 owed to Robert Emmet.
 Issued 50,000 shares of common stock in exchange
     for $11,500 in cash and a stock subscription receivable of $1,000.
 Recorded additional paid-in-capital and reduced
     accrued salary of $219,300 (see Note 7).


---



Note
13 – Supplemental Cash Flow Information(continued)  Actual amounts paid for
interest and income taxes are as follows:  2010
 
 2009Interest
 $
 23,316
 
 -Income taxes
 $
 -
 
 -
   Note 14 – Major Customers  Sales
to major customers which exceeded ten percent of total sales are approximately
as follows:  2010
 
 2009Company A
 $
 579,000
 
 -Company B
 $
 564,000
 
 -
   Note 15 – Preferred Stock  The Company’s preferred stock
may have such rights, preferences and designations and may be issued in such
series as determined by the Board of Directors. No shares were issued and
outstanding at December 31, 2010.   Note 16 – Fair Value of
Financial Instruments  None of the Company’s
financial instruments, which are current assets and liabilities that could be
readily traded, are held for trading purposes. The Company estimates that the
fair value of all financial instruments at December 31, 2010 does not differ materially from the aggregate carrying value of its financial instruments recorded
in the accompanying consolidated balance sheet.


---



Note
17 – Acquisition of Pinnacle  On December 30, 2009, Comcam acquired 100% of the issued and outstanding common stock of Pinnacle, a
company with products and services which complement its own.  Information related to the
acquisition is as follows:  Consideration paid:  Note payable
 $
 1,000,000Equity instruments(300,000 common shares of Comcam)
 
 120,000$
 1,120,000
  The fair value of the 300,000
common shares issued as part of the consideration was determined on the basis
of the closing market price of Comcam on the acquisition date.  Assets acquired and
liabilities assumed:  Cash
 $
 160,489Accounts receivable, net
 
 1,062,748Costs in excess of billings
 
 1,874Customer contracts
 
 207,801Customer list
 
 548,000Property and equipment, net
 
 101,228Other assets
 
 18,295Accounts payable
 
 (340,811)Accrued expenses
 
 (170,686)Billings in excess of
  costs
 
 (468,938)$
 1,120,000
  Revenues and earnings:  Information as though the
acquisition had occurred as of the beginning of the year (pro-forma) and actual
amounts from December 30, 2009 to December 31, 2009 are as follows:  Revenues
 
 Net income2009 pro-forma
 $
 6,398,033
 
 367,895Actual amounts
 $
 -
 
 -


---



Note 18 – Subsequent
Events  The Company has evaluated
subsequent events from the balance sheet date through the date the financial
statements were issued. Except for the matter described below; the Company is
not aware of any subsequent events which would require recognition or
disclosure in the financial statements.  In April 2011, the Company entered into a secured promissory note
wherein it borrowed $50,000 for a period of 18 months, including interest of
12% per annum. The lender was also granted two five-year warrants to purchase
up to 220,000 shares of common stock at $0.60 for 100,000 warrants and $0.75
for 120,000 warrants.  In March 2011, the Company granted 885,000 options to purchase shares
of its common stock at $0.50 for a period of three years to certain employees
and consultants pursuant to the Company’s 2010 Benefit Plan registered under
Form S-8.  In March 2011, the Company issued 352,000 shares of common stock to Don
Gilbreath in satisfaction of $88,000 owed for compensation accrued in 2010 (see
Note 7).  In February 2011, the Company entered into a secured promissory note
wherein it borrowed $400,000, to be repaid in three quarterly installments of
$100,000, and a fourth installment of $172,000, which include interest at 18%
per annum.  Payments commence on May 25, 2011, and the note is secured by the stock of Pinnacle. The lender was also granted a five-year warrant to
purchase up to 100,000 shares of common stock at $0.50 per share.  In February 2011, the Company entered into an agreement with Robert
Betty to pay him $250,000 and 800,000 shares of common stock of the Company in
satisfaction of a note payable owed to Mr. Betty in the amount of $841,650 and
approximately $14,000 in related accrued interest payable.  Subsequent to December 31,
2010, the Company issued 1,342,000 shares of common stock in exchange for cash
and services.   Note 19 – Correction of
Unrecognized Tax Benefit  The Company recorded an
unrecognized tax benefit as of December 31, 2009 as a correction. The following
table reflects this change: Previously
 
 
 
 Afterreported
 
 Correction
 
 correctionIntangible assets, net
 $
 700,502
 
 148,000
 
 848,502Accrued expenses
 $
 259,439
 
 148,000
 
 407,439Accumulated deficit
 $
 (6,280,351)
 
 -
 
 (6,280,351)Net loss
 $
 (430,648)
 
 -
 
 (430,648)
  As a result of this change,
the Company recorded approximately $49,000 in additional amortization expense
during 2010. The changes above did not affect income taxes for 2009 or 2010.


---



COMCAM INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31,

 2010 and 2009
 Note
20 – Recent Accounting Pronouncements  In October 2009, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements, or
“ASU 2009-13.” ASU 2009-13 establishes the accounting and reporting guidance
for arrangements that include multiple revenue-generating activities, and
provides amendments to the criteria for separating deliverables, and measuring
and allocating arrangement consideration to one or more units of accounting.
The amendments in ASU 2009-13 also establish a hierarchy for determining the
selling price of a deliverable. Enhanced disclosures are also required to
provide information about a vendor’s multiple-deliverable revenue arrangements,
including information about the nature and terms of the arrangement, significant
deliverables, and the vendor’s performance within arrangements. The amendments
also require providing information about the significant judgments made and
changes to those judgments and about how the application of the relative
selling-price method affects the timing or amount of revenue recognition. The
amendments in ASU 2009-13 are effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010, or January 1, 2011 for us. Early application is permitted. The
adoption of ASU 2009-13 will not have a material impact on our financial
position or results of operations.  In July 2010, FASB issued
ASU No. 2010-20 “Disclosures about the credit quality of financing receivables
and the allowance for credit losses”, which requires expanded disclosures about
the credit quality of an entity’s financing receivables and its allowance for
credit loss on a disaggregated basis. This ASU is effective for annual
reporting periods ending on or after December 15, 2011. The Company does not expect the adoption of this ASU will have a material impact on the Company’s
consolidated financial statements.  In April 2010, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of
Denominating the Exercise Price of a Share-Based Payment Award in the Currency
of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”).
ASU 2010-13 addresses the classification of a share-based payment award with an
exercise price denominated in the currency of a market in which the underlying
equity security trades. FASB Accounting Standards Codification (“ASC”) Topic
718 was amended to clarify that a share-based payment award with an exercise
price denominated in the currency of a market in which a substantial portion of
the entity’s equity securities trade shall not be considered to contain a
market, performance, or service condition. Therefore, such an award is not to
be classified as a liability if it otherwise qualifies for equity
classification. The amendments in ASU 2010-13 are effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the
adoption of this guidance will have a material impact on our financial position
and results of operations.  Other new pronouncements
issued but not effective until after January 1, 2011 are not expected to have a significant effect on our financial position or results of operations.


---



ITEM 9.          CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  None.  ITEM 9A.       CONTROLS
AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  In
connection with the preparation of this annual report, an evaluation was
carried out by the Company’s management, with the participation of the chief
executive officer and the chief financial officer, of the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)).
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 that
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.  Due to its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.


---



The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify material weaknesses, management considers its internal
control over financial reporting to be ineffective.  The matters
involving internal control over financial reporting that our management considered
to be material weaknesses were:  ·lack of an audit committee due toa lack
of a majority of outside directors, resulting in ineffective oversight in the
monitoring of required internal controls over financial reporting;  ·inadequate segregation of duties
consistent with control objectives since the responsibilities associated with
the offices of chief executive officer, chief financial officer and principal
accounting officer are assumed by one individual.  The
aforementioned material weaknesses were identified by our chief executive
officer in connection with the review of our financial statements as of December 31, 2010.  Management
believes that the material weaknesses set forth above did not have an effect on
our financial results. However, management believes that the lack of an audit
committee, the inadequate segregation of duties and the lack of a majority of
outside directors  results in ineffective oversight in the monitoring of
required internal controls over financial reporting, which weaknesses could
result in a material misstatement in our financial statements in future
periods.  This annual report does not
include an attestation report of our independent registered public accounting
firm regarding internal control over financial reporting.  We were not required
to have, nor have we, engaged our independent registered public accounting firm
to perform an audit of internal control over financial reporting pursuant to
the rules of the Commission that permit us to provide only management’s report
in this annual report.  Management’s
Remediation Initiatives  In an effort to
remediate the identified material weaknesses and enhance our internal controls
over financial reporting, the Company plans to initiate, the following
measures:  segregate
     the duties of chief executive officer and chief financial
     officer/principal accounting officer consistent with our control
     objectives; and
 appoint
     additional outside directors to our board in order to form an audit
     committee that will undertake oversight in monitoring of required internal
     controls over financial reporting such as reviewing estimates and
     assumptions made by management.  Changes in Internal
Controls over Financial Reporting  During the period ended
December 31, 2010, 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.


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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 HeldDon Gilbreath
  
  Robert Betty
 53
  
  54
 1998
  
  1999
 CEO, CFO, PAO and 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 September 18, 1998. He will serve until the next annual
meeting of the Company’s shareholders or until his successor is elected.  Mr. Gilbreath has 24 years 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 the Company.  Mr. Gilbreath’s experience in
product development, engineering project management and specialized technical
sales qualify him as a director and executive officer of the Company.  Robert Betty- Mr. Betty was appointed as a director of the
Company on February 19, 1999. He will serve until the next annual meeting of
the Company’s shareholders or until his successor is elected.


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Mr.
Bettyhas over 22 years 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 and
is the current president ofPinnacle Integrated Systems, Inc., a security systems integration firm located in West Chester , Pennsylvania that was acquired by the Company on December 30, 2009. 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. Mr. Betty is
a member of several management associations and holds numerous technical
certificates.  Mr. Betty’s experience in the
electronics industry within operations, management and budget control qualify
him as a director of the Company.  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 During the past ten years there
are no events that occurred related to an involvement in legal proceedings that
are material to an evaluation of the ability or integrity of any of the
Company’s directors, persons nominated to become directors or executive
officers. Compliance with Section 16(A) of the Exchange Act  Based solely upon a review of
Forms 3, 4 and 5 furnished to the Company, we are aware of no persons who,
during the period ended December 31, 2010, failed to file, on a timely basis,
reports required by Section 16(a) of the Securities Exchange Act of 1934.  Code of Ethics  The Company has adopted a Code of Ethics within the
meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of
1934. The Code of Ethics applies to directors and senior officers, such as the
principal executive officer, principal financial officer, controller, and
persons performing similar functions. The Company has incorporated a copy of
its Code of Ethics as Exhibit 14 to this Form 10-K. Further, our Code of Ethics
is available in print, at no charge, to any security holder who requests such
information by contacting us.


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Board
of Directors Committees  The board of directors has
not established an audit committee. An audit committee typically reviews, acts
on and reports to the board of directors with respect to various auditing and
accounting matters, including the recommendations and performance of
independent auditors, the scope of the annual audits, fees to be paid to the
independent auditors, and internal accounting and financial control policies
and procedures. Certain stock exchanges currently require companies to adopt a
formal written charter that establishes an audit committee that specifies the
scope of an audit committee’s responsibilities and the means by which it
carries out those responsibilities. In order to be listed on any of these
exchanges, the Company will be required to establish an audit committee. The
board of directors has not established a compensation committee.  Director
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. The
Company may adopt a provision for compensating directors in the future.  ITEM 11.        EXECUTIVE
COMPENSATION  Compensation Discussion and Analysis  The objective of
the Company’s compensation program is to incentivize our chief executive
officer for services rendered. The compensation program includes a salary and participation
in our benefit plan. We utilize these forms of compensation because we feel
that these compensatory elements are adequate to retain and motivate our executive
officer. The amounts we have deemed appropriate to compensate our executive
officer were determined in accordance with compensatory packages for other
development stage technology companies though we have no specific formula to
determine compensation. While we have deemed that our current compensatory
program is appropriately suited for accomplishing our current objectives, in
the future we may expand our compensation program to include additional
benefits as the Company realizes those objectives.  Executive
compensation for our executive officer was $100,000 for each of the annual
periods ended December 31, 2010 and 2009.Due to
financial constraints,$88,000 was accrued but
not paid for the period ended December 31, 2010 and $100,000 was accrued but not
paid for the period ended December 31, 2009. Our executive officer forgave the
amount due for the period ended December 31, 2009 on December 31, 2009.We expect that future executive compensation for our executive
officer will fluctuate based on the results of the Company’s operations moving
forward. Further, we expect that our executive officer will accept his salary for
the year ended December 31, 2011.  Tables  The following table provides summary information for
the years 2010 and 2009 concerning cash and non-cash compensation paid or
accrued bythe 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 TableName 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
 2010
  2009
 100,000
  100,000
 -
  -
 -
  -
 -
  -
 -
  -
 -
  -
 -
  -
 100,000*
  100,000**
  *      $88,000 was accrued but not paid to Mr. Gilbreath;
subsequent to the period the amount was settled for352,000 shares of
the Company’s common stock. **   Salary of $100,000 was accrued but not paid to Mr.
Gilbreath; Mr. Gilbreath forgave the amounts due to him on December 31, 2009.  The
Company entered into an employment agreement with Don Gilbreath, our sole
executive officer and one of our directors, on June 22, 2005, which entitled
him to a fixed salary, health benefits and participation in our benefit plan.
The Company as of the date of this report has not issued any shares of its
common stock or granted any options to purchase shares of its common stock to
Mr. Gilbreath pursuant to the Company’s benefit plan. While his employment
agreement expired on June 22, 2010, Mr. Gilbreath continues to accrue a salary
and benefits on the same terms.  The Company has no plans that provides for the payment
of retirement benefits, or benefits that will be paid primarily following
retirement.
  
The Company has no agreement that provides for payment to our executive officer
at, following, or in connection with the resignation, retirement or other
termination, or a change in control of Company or a change in our executive
officer's responsibilities following a change in control.  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 15,182,147 shares
of common stock issued and outstanding as of April 14, 2011, with 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.


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Names and Addresses of Managers and Beneficial
  Owners
 Title of Class
 Number of Shares
 Percent of
  ClassDon
  Gilbreath, CEO, CFO, principal accounting officer and
  director
  1525
    Tanglewood Drive
  West
    Chester, Pennsylvania, 19380
 Common
 1,563,157
 10.3%Robert
  Betty, director
  912
    Carrie Lane
  West
    Chester, Pennsylvania, 19383
 Common
 1,466,004**
 9.7%ACC Investors, LLC*
  1330 Avenue of the Americas
  36th Floor
  New York, New York 10019
 Common
 1,408,394
 9.3%Officer
  and Directors as a Group
 Common
 3,029,161
 20.00%
  *      Paul Higbee makes voting and investment
decisions for ACC Investors. Paul Higbee uses ACC Investors’ address as his
mailing address. **    Robert Betty is the husband of Feng Brown who is
the owner of 300,000 shares of the Company’s common stock.  ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE  Certain Relationships
and Related Transactions  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 since the
beginning of our last fiscal year or in any presently proposed transaction which,
in either case, has or will materially affect us except the following:  ·Mr. Gilbreath, our sole executive
officer and a director, was paid $12,000 and accrued an amount of $88,000 for
compensation during the period ended December 31, 2010. On March 22, 2011, the Company entered into a debt settlement agreement
with Don Gilbreath whereby the parties agreed to convert the debt obligation
due to Don Gilbreath in the amount of $88,000 into 352,000 shares of the Company’s
common stock valued at $0.25 a share.  ·Robert Betty, a director, sold
100% of Pinnacle to the Company on December 30, 2009 in exchange for 300,000
shares of the Company’s common stock that were issued to Mr. Betty’s spouse,
Feng Brown, and a promissory note in the amount of $1,000,000 to be paid to Mr.
Betty and Ms. Brown by June 15, 2010 in five equal payments of $200,000 that is
secured by the shares of Pinnacle and its business assets. The initial payment
was due on February 15, 2010 of which $100,000 had been paid as of the date of
this report. Subsequent to the period ended December 31, 2010, onFebruary 21, 2011, the parties executed an accord and
satisfaction agreement in connection with the satisfaction of the outstanding
terms of its acquisition of Pinnacle. The settlement satisfied in full the
Company’s remaining obligation of $855,208.37 due to Mr. Betty and Ms. Brown in
exchange for a payment of $250,000 and 800,000 shares of the Company’s common
stock.


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Director Independence The Company’s common stock is
quoted on the OTC Bulletin Board inter-dealer quotation system, which does not
have director independence requirements. However, for purposes of determining
director independence, we have applied the definitions set out in NASDAQ Rule
4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered
to be independent if he or she is also an executive officer or employee of the
corporation. Accordingly, we had one independent director as of December 31, 2010.  ITEM 14.        PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit Fees  Pritchett, Siler & Hardy ("Pritchett") is
providing audit services to the Company in connection with its annual report
and review of the Company’s quarterly financial statements for the fiscal years
ended December 31, 2010 and 2009. The aggregate fees billed by Pritchett for
the fiscal years ended December 31, 2010 and 2009 were $31,605 and $10,310,
respectively.  Audit Related Fees  Pritchett billed the Company no fees in 2010 or 2009
for professional services that were reasonably related to the audit or review
of the Company’s financial statements that are not disclosed in “Audit Fees”
above.  Tax Fees  Pritchett billed the Company no fees for professional
services rendered in connection with the preparation of the Company’s tax
returns.  All Other Fees  Pritchett billed the Company no fees in 2010 or 2009
for other professional services rendered or any other services not disclosed in
“Audit Fees” above.  Audit Committee Pre-Approval  The Company does not have an audit committee.
Therefore, all services provided to the Company by Pritchett, as detailed
above, were pre-approved by the Company’s board of directors. Pritchett performed
all work only with their permanent full time employees.


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PART IV  ITEM 15.        EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES  (a) Financial Statements  The following documents are filed under “Item 8.
Financial Statements and Supplementary Data,” pages F-1 through F-20, and
are included as part of this Form 10-K:  Financial
Statements of the Company for the years
ended December 31, 2010 and 2009:  Report
of Independent Registered Public Accounting Firm Consolidated
Balance Sheets Consolidated
Statements of Operations Consolidated
Statementsof Stockholders’ Deficit Consolidated
Statements of Cash Flows Notes
to Consolidated Financial Statements (b) Exhibits  The exhibits required to be attached by Item 601 of
Regulation S-K are listed in the Index to Exhibits on page 41 of this Form 10-K,
and are incorporated herein by this reference.  (c) Financial Statement Schedules  We are not filing any financial statement schedules as
part of this Form 10-K because such schedules are either not applicable or the
required information is included in the financial statements or notes thereto.


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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 International,
  Inc.
 Date/s/ Don
  Gilbreath
  By: Don
  Gilbreath
  Chief Executive Officer, Chief Financial Officer,
  Principal
  Accounting Officer and Director
 April 15, 2011
   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
  Don Gilbreath
  Chief Executive Officer, Chief Financial Officer,
  Principal
  Accounting Officer and Director
 April 15, 2011/s/
  Robert Betty
  Robert Betty
  Director
 April 15, 2011


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INDEX TO EXHIBITS  Exhibit             Description 3 (i)*                Amended
and Restated Certificate of Incorporation of the Company (incorporated by
reference to the Form 10-SB/A filed with the Commission on June 26, 2006). 3 (ii)*               Bylaws
of the Company (incorporated by reference to the Form 10-SB/A filed with the
Commission on June 26, 2006). 10 (i)*                    Employment Agreement between the
Company, ComCam, Inc. and Don Gilbreath dated June 22, 2005 (incorporated by
reference to the Form 10-SB/A filed with the Commission on June 26, 2006). 10 (ii)*                   Amendment and Assignment of Convertible
Debenture between the Company and Global Convertible Megatrend, LTD, datedJune 30, 2007 (incorporated by
reference to the Form 10-K/A filed with the Commission on January 14, 2011). 10 (iii)*            Joinder,
Amendment and Consent Agreement between ComCam, Inc., the Company and HNI, LLC
dated September 28, 2007 (incorporated by reference to the Form 10-QSB filed
with the Commission on November 14, 2007). 10 (iv)*             Amendment
Agreement dated February 14, 2008 (incorporated by reference to the Form 10-K
filed with the Commission on April 14, 2008). 10 (v)*             Amended
and Restated Debenture between the Company and HNI dated July 10, 2009 (incorporated by reference to the Form 10-Q filed with the Commission on January 27, 2010). 10 (vi)*            Share
Purchase Agreement between the Company, Pinnacle Integrated Systems, Inc.,
Robert Betty and Feng Brown dated December 30, 2009 (incorporated by reference
to the Form 8-K filed with the Commission on December 31, 2009). 10 (vii)*           Secured
Promissory Note from Paul Higbee dated March 31, 2010 (incorporated by reference to the Form 10-K/A filed with the Commission on January 14, 2011). 10 (viii)*          Debt
Settlement Agreement between the Company and Paul Higbee dated March 31, 2010 (incorporated by reference to the Form 10-K/A filed with the Commission on January 14, 2011). 14*                  Code of
Ethics adopted March 24, 2008 (incorporated by reference to the Form 10-K filed
with the Commission on April 14, 2008). 21*                  Subsidiaries
(incorporated by reference to the Form 10-K filed with the Commission on April 16, 2010). 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*                  Pinnacle
Integrated Systems, Inc. audited financial statements for the period ended December 30, 2009 and the years ended December 31, 2008 and 2007 (predecessor to ComCam
International, Inc.) (incorporated by reference to the Form 10-KA/2 filed with
the Commission on March 9, 2011). *          Incorporated by
reference to previous filings of the Company.


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