UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~for~~For the fiscal year ended: December 31, ~~2009~~2010

or¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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

for the transition period from to .

Commission file number: 001-15165

~~COMCAM~~MONKEY ROCK GROUP, INC. ~~(Exact name of registrant as specified in its charter)~~

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

(Exact name of registrant as specified in its charter)

P.O. Box 1030

Delaware		98-0208402
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Sturgis, SD 57785

291 S. Main Street J.
Yuma, Arizona 85364		85364
(Address of principal executive offices)		(Zip Code)

(~~Address of principal executive offices~~928) ~~(Zip Code)~~304-8817

(~~877)~~Registrant’s ~~523-4070~~telephone number, including area code)

Securities registered under Section 12(~~Issuer’s~~b) ~~telephone~~of ~~number,~~the ~~including~~Exchange ~~area~~Act: ~~code)~~None

Securities registered under Section 12(bg) of the Exchange Act: ~~none~~Common Stock, par value $0.0001 per share

~~Securities~~Indicate ~~registered~~by ~~under~~check ~~Section~~mark ~~12(g)~~if of the ~~Exchange~~registrant ~~Act:~~is ~~common~~a ~~stock~~well-known seasoned issuer, ~~$0.0001~~as ~~par~~defined ~~value~~in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or Section 15(d) of the ~~Securities~~ Act. Yes ¨ No þ x

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 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. Yes þ ¨ No ¨ x

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant:~~of ~~(1)~~delinquent ~~filed~~filers ~~all~~pursuant ~~reports~~to ~~required~~Item 405 toof beRegulation ~~filed~~S-K byis ~~Section~~not 13contained orherein, ~~15(d)~~and ofwill ~~the~~not ~~Exchange~~be ~~Act~~contained, ~~during~~to the ~~past~~best 12of ~~months~~registrant’s ~~(or~~knowledge, ~~for~~in ~~such~~definitive ~~shorter~~proxy ~~period~~or ~~that~~information ~~the~~statements ~~registrant~~incorporated ~~was~~by ~~required~~reference toin ~~file~~Part III ~~such~~of ~~reports),~~this ~~and~~Form ~~(2)~~10-K ~~has~~or ~~been~~any ~~subject~~amendment to ~~such~~this ~~filing~~Form ~~requirements for the past 90 days: Yes~~ 10-K. ¨ ~~No þ~~

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. toSee bethe ~~submitted~~definition ~~and posted pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer” ~~chapter)~~and ~~during~~“smaller ~~the~~reporting ~~preceding~~company” 12in ~~months~~Rule 12b-2 ~~(or~~of ~~for such shorter period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~Yes~~ ~~¨ No~~(Check ¨one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~if disclosure of delinquent filers in response to Item 405 of Regulation S~~Non-Kaccelerated isfiler ~~not~~¨ ~~contained~~Accelerated ~~herein,~~filer ~~and~~¨ ~~will~~Smaller ~~not~~reporting becompany contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes þ No ¨x

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company (as defined byin Rule 12b-2 of the Exchange Act:). Yes ¨ No x

~~Large~~The ~~Accelerated~~aggregate ~~Filer~~market ¨value ~~Accelerated~~of ~~Filer~~registrant’s ¨voting ~~Non~~and non-~~Accelerated~~voting ~~Filer~~common ¨equity ~~Smaller~~held ~~reporting~~by ~~company~~non-affiliates þ(as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on January 3, 2012, was $.75. As of January 3, 2012, the issuer has one class of common equity, and the number of shares outstanding of such common equity was 153,205,920.

~~Indicate~~DOCUMENTS byINCORPORATED ~~check~~BY ~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ No ¨~~REFERENCE

~~Issuers revenues for its most recent fiscal year was $-0-~~None

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

~~COMCAM~~Statements contained in this Annual Report on Form 10-K which are not historical facts are forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, ~~INC~~as amended. A forward-looking statement may contain words such as “anticipate that,” “believes,” “continue to,” “estimates,” “expects to,” “hopes,” “intends,” “plans,” “to be,” “will be,” “will continue to be,” or similar words. These forward-looking statements include the statements in this Report regarding: our expected financial position and operating results; our business strategy; future developments in our markets and the markets in which we expect to compete; our future ability to fund our operations; our development of new products and relationships; our ability to increase our customer base; the impact of entering new markets; our future cost of revenue, gross margins and net losses; our future restructuring, research and development, sales and marketing, general and administrative, and depreciation and amortization expenses; our future interest expenses; the value of our goodwill and other intangible assets; our future capital expenditures and capital requirements; our financing plans; the outcome of any contingencies and the anticipated impact of changes in applicable accounting rules.

~~FOR~~The ~~THE~~accuracy ~~FISCAL~~of ~~YEAR~~these ~~ENDED~~forward-looking statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. We do not undertake any obligation to update this forward-looking information, except as required under applicable law.

~~DECEMBER~~TABLE ~~31,~~OF ~~2009~~CONTENTS

INDEX TO REPORT ON FORM 10-K

		PAGE
PART I
Item 1.	Business	3
Item1A.	N/A
Item1B.	Unresolved Staff Comments	7
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	(Removed and Reserved)	8

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item7A.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item9A.	Controls and Procedures	15
Item9B.	Other Information	16

PART III
Item10.	Directors, Executive Officers and Corporate Governance	17
Item11.	Executive Compensation	19
Item12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item13.	Certain Relationships and Related Transactions and Director Independence	20

PART IV
Item14.	Principal Accountant Fees and Services	21
Item15.	Exhibits, Financial Statement Schedules	21

SIGNATURES		21

PART I		Page
ITEM 1.	BUSINESS		1
ITEM 1A.	RISK FACTORS		6
ITEM 1B.	UNRESOLVED STAFF COMMENTS		8
ITEM 2.	PROPERTY		9
ITEM 3.	LEGAL PROCEEDINGS		9
ITEM 4.	(REMOVED AND RESERVED)		9
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		10
ITEM 6.	SELECTED FINANCIAL DATA		11
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		15
ITEM 9A (T).	CONTROLS AND PROCEDURES		15
ITEM 9B.	OTHER INFORMATION		16
PART III			17
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		17
ITEM 11.	EXECUTIVE COMPENSATION		18
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		20
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		20
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		21

PART I

~~ITEM~~Item 1. ~~BUSINESS~~ Business.

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

Corporate History

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

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

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

~~The~~On ~~Company’s~~September ~~principal~~8, ~~place~~2011 ofwe ~~business~~acquired is100% ~~located~~of atthe ~~P.O~~common ~~Box~~and ~~1030,~~preferred ~~Sturgis,~~shares SDof ~~57785.~~Nissi Mining

~~Our~~Group, ~~registered~~Inc., ~~statutory~~a ~~office~~Hawaiian iscorporation ~~located~~whose atoperations ~~the~~are ~~Company~~headquarters ~~Corporation,~~in ~~400-2711 Centerville Road, Wilmington, Delaware, 19808~~Arizona.

~~Change~~The Company’s principal place of ~~Control~~business is located at 291 S. Main Street J., Yuma, Arizona 85364.

OnOur ~~January 6,~~registered ~~2010~~statutory ~~(the~~office ~~“Closing~~is ~~Date”),~~located ~~John~~at ~~Dent (“Dent”) acquired~~ the ~~majority~~State ofStreet ~~the~~Corporate ~~issued~~LLC. ~~and~~838 ~~outstanding~~Walker ~~common~~Road ~~stock~~Suite ~~of ComCam~~22-1, ~~Inc.~~Dover, a Delaware ~~corporation (the “Company”), in accordance with a stock purchase agreement (the “Stock Purchase Agreement”) by and among Dent, Don Gilbreath (the “Principal”) and the Company~~19904. On the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Dent purchased from the Company 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Acquired Shares”) for a total purchase price of Two Hundred Thousand dollars ($200,000). The Acquired Shares represents approximately 55.56% of the Company’s issued and outstanding common stock upon closing of the Stock Purchase Agreement.

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

(1) Monkey Rock Group

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

OnAt ~~February~~the 26Closing, ~~2010,~~Dent wewas ~~entered~~appointed ~~into~~as ~~a Share Exchange Agreement (~~the ~~“Share~~Company’s ~~Exchange~~President, ~~Agreement”)~~Chief ~~with~~Executive ~~Monkey Rock USA~~Officer, ~~LLC,~~and aDirector ~~South Dakota limited liability company (“Monkey Rock”)~~ and ~~the~~immediately ~~unitholders~~thereafter ofDon ~~Monkey~~Gilbreath ~~Rock. The~~resigned ~~closing~~as of the ~~transaction~~Company’s ~~took~~President ~~place~~and onChief ~~February~~Executive ~~26,~~Officer. ~~2010~~Mr. ~~Pursuant~~Gilbreath toalso ~~the~~resigned ~~Share~~as ~~Exchange~~a ~~Agreement,~~member ~~the unitholders~~ of ~~Monkey~~the ~~Rock~~Company’s ~~exchanged~~Board ~~1000 membership units~~ of ~~Monkey~~Directors ~~Rock, representing 100% of the issued~~ and ~~outstanding~~as ~~membership units of Monkey Rock, for 654,650,000 newly issued shares of~~ the Company’s ~~common~~Chief ~~stock,~~Financial ~~par~~Officer ~~value~~as ~~$0.0001 per share, representing approximately 88%~~ of the ~~Company’s~~11th ~~issued~~day ~~and~~following ~~outstanding~~the ~~common~~filing ~~stock.~~of ~~Concurrently, Mr. Matthew Dent was appointed as~~ a ~~member~~Form 14f-1 ofwith the ~~Company’s~~Securities ~~board~~& ofExchange ~~directors~~Commission ~~and Mr~~(“SEC”). ~~Chris Edwards was appointed Chief Operating Officer.~~

The Company

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

Selection of a Business

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

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

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

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

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

Acquisition of Business

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

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

~~While~~On ~~the~~February ~~actual~~26, ~~terms~~2010, ~~of a transaction to which~~ the Company ~~may~~entered beinto a ~~party~~Share ~~cannot~~Exchange beAgreement ~~predicted,~~(the it“Share ~~may~~Exchange beAgreement”) ~~expected~~with ~~that~~Monkey ~~the~~Rock ~~parties~~USA, toLLC, a ~~business~~South ~~transaction~~Dakota ~~will~~limited ~~find~~liability itcompany ~~desirable~~(“Monkey toRock”) ~~avoid~~and the ~~creation~~unitholders of aMonkey ~~taxable~~Rock. The ~~event~~closing ~~and~~of ~~thereby~~the ~~structure~~transaction ~~the~~took ~~acquisition~~place inon aFebruary so26, ~~called~~2010. ~~“tax-free”~~Pursuant ~~reorganization~~to ~~under~~the ~~Section~~Share ~~368(a)(1)~~Exchange ofAgreement, the ~~Internal~~unitholders ~~Revenue Code~~ of ~~1986,~~Monkey asRock ~~amended~~exchanged ~~(the~~1000 ~~“Code”).~~membership Inunits ~~order~~of toMonkey ~~obtain~~Rock, ~~tax-free~~representing ~~treatment~~100% ~~under~~of the ~~Code,~~issued itand ~~may~~outstanding bemembership ~~necessary~~units ~~for the owners~~ of ~~the~~Monkey ~~acquired~~Rock, ~~business~~for to654,650,000 ~~own~~newly ~~80%~~issued orshares ~~more~~ of the ~~voting~~Company’s common stock, ofpar ~~the~~value ~~surviving entity~~$0.0001 Inper ~~such event~~share, ~~our~~representing ~~shareholders would retain less than 20~~approximately 88% of the Company’s then issued and outstanding ~~shares~~common ofstock. ~~the~~Concurrently, ~~surviving~~Mr. ~~entity,~~Matthew ~~which~~Dent ~~could~~was ~~result~~appointed inas ~~significant~~a ~~dilution~~member inof the ~~equity~~Company’s board of ~~such shareholders~~directors.

~~Our~~(2) ~~due~~Nissi ~~diligence~~Group ~~process~~Incorporated. ~~will~~Pursuant ~~require~~to ~~that~~a ~~management~~Share ~~meet~~Purchase ~~personally~~Agreement ~~with~~dated ~~the~~as ~~personnel~~of ~~involved~~June in23, ~~any~~2011 ~~given~~(the ~~transaction~~"Agreement"), ~~visit~~Monkey Rock Group, Inc., a Delaware corporation (the "Registrant") and ~~inspect~~Nissi ~~material~~Group ~~facilities~~Incorporated, ~~obtain~~a ~~independent~~Hawaiian ~~analysis~~corporation or("Nissi ~~verification~~Group"), Nissi Group became a wholly owned subsidiary of ~~the~~Monkey ~~information~~Rock. ~~provided~~The Agreement, ~~check~~as ~~references~~amended, ~~for~~is ~~management~~attached ~~and~~as ~~key~~Exhibit ~~persons,~~10.3 ~~and~~hereto. ~~take~~The ~~other~~Agreement ~~reasonable~~was ~~investigative~~adopted ~~measures,~~by tothe unanimous consent of the ~~extent~~Board of ~~our~~Directors ~~limited~~and ~~financial~~by ~~resources~~written approval of a majority of the issued and ~~management~~outstanding ~~expertise~~shares of the Registrant and by the board of directors of Nissi Group.

(3) The ~~manner~~Agreement inprovided ~~which~~that weMonkey ~~participate~~Rock inissue ana ~~opportunity~~total ~~will~~of ~~depend~~90,000,000 onshares ~~the~~of ~~nature~~common ofstock to the ~~opportunity~~shareholders ~~and~~of ~~the~~Nissi ~~respective~~Group ~~needs~~in ~~and~~exchange ~~desires~~for all of the ~~Company~~issued and ~~other~~outstanding ~~parties.~~shares ~~Negotiations~~of ~~that~~the ~~involve~~Nissi. ~~mergers~~Following ~~or acquisitions will focus on~~ the ~~percentage~~Closing of the ~~Company~~Agreement, ~~that~~Monkey ~~the~~Rock, ~~target~~as ~~company~~the ~~shareholders~~successor ~~would~~reporting ~~acquire~~company, inhad ~~exchange~~a ~~for~~total ~~their~~of ~~shareholdings~~107,806,248 inshares ~~the~~issued ~~target~~and ~~company~~outstanding. ~~Depending~~Mr. ~~upon,~~Dextrer ~~among other things~~Aspacio, the ~~target~~President ~~company’s assets~~ and ~~liabilities,~~CEO ~~our~~of ~~shareholders~~Nissi ~~will~~was inelected ~~all~~to ~~likelihood hold a lesser percentage ownership interest in~~ the Company’s ~~following~~board ~~any~~of ~~merger or acquisition~~directors. ~~The~~Immediately ~~percentage~~thereafter, ~~ownership~~the ~~may~~Board beaccepted ~~subject~~the toresignation ~~significant~~of ~~reduction~~John inDent ~~the~~as ~~event~~President ~~the~~and ~~Company~~appointed ~~acquires~~Dexter aAspacio ~~target~~to ~~company~~that ~~with substantial assets~~position. ~~Any~~Immediately ~~merger~~thereafter, orMatthew ~~acquisition~~Dent ~~effected~~and byJohn ~~the~~Dent ~~Company~~tendered ~~can~~their beresignations ~~expected~~as to ~~have~~all aremaining ~~significant~~positions ~~dilutive~~held ~~effect~~with on the ~~percentage of shares held by our current shareholders~~Company.

~~Operation~~(4) Prior to the closing, the Company transfered all of ~~Business~~the ~~after~~current ~~Acquisition~~assets and liabilities of the South Dakota operations of the Company to Monkey Rock USA, LLC, a wholly-owned subsidiary of the Company (“Monkey Sub”). As provided in the Share Purchase Agreement, Monkey Sub will be managed by John Anthony Dent, the former CEO of the Issuer, until such time as it is sold to John and Matthew Dent, which sale shall take place as soon as practicable.

~~The~~(5) ~~Company’s~~In ~~operation~~addition, ~~following~~Monkey ~~its~~Rock ~~merger~~was orrequired ~~acquisition~~to ofcreate a ~~business~~class ~~will~~of beits ~~dependent~~Preferred onStock, ~~the~~known ~~nature~~as Series A consisting of ~~the~~5,000,000 ~~business~~authorized ~~and~~shares, ~~the~~each ~~interest~~having ~~acquired.~~voting Werights equal to 1000 votes for each share of Preferred held, and are ~~unable~~authorized to ~~determine~~vote atas ~~this~~common ~~time~~shareholders ~~whether~~on any manner before the ~~Company~~stockholders. ~~will~~They are to be inconvertible ~~control~~after ofsix ~~the~~(6) ~~business~~months oron ~~whether~~a ~~present~~10 ~~management~~to ~~will~~1 beratio. inPursuant ~~control~~to the Agreement, these 5,000,000 shares of the ~~Company~~Series ~~following~~A ~~the~~Preferred ~~acquisition.~~are Weto ~~may~~be ~~expect~~issued ~~that~~to ~~any~~Dexter ~~future~~Aspacio ~~business~~after ~~will~~the ~~present~~closing ~~various~~as ~~challenges~~part ~~that~~of ~~cannot~~his beexecutive ~~predicted~~compensation. atThe Company has not yet created or issued the ~~present~~Preferred ~~time~~Series A.

~~Competition~~In conjunction with the change of control related to the Nissi Group, the Company changed its focus from retail provider of food, beverage, entertainment and exhibitor services to the general public to the operation of the Los Flores Mine located in Yuma, AZ, which was being operated by Nissi prior to the closing.

WeThe ~~have~~Los ~~been~~Flores ~~involved~~Mine consists of 7 claims, registered with the Bureau of Land Management, and is located 15 miles northeast of the city of Yuma, Arizona. The claims are located in ~~intense~~the ~~competition~~following coordinates Township 7 South and Range 21 & 22 West. The company has filed a notice of operations with ~~other~~the ~~business~~Bureau ~~entities~~of Land Management to commence operations and has posted the required bonds and obtained approval of its notice filed to commence in accordance with 43 CFR 3809. The Company’s plans require the Company obtain asufficient ~~suitable~~funding ~~business~~to ~~opportunity~~purchase equipment prior to commencing mining operations on this site. Access to the property is via well-maintained asphalt and dirt roads from Arizona State Highway 95, ~~many~~northeast of ~~which~~the ~~competitors~~town ~~will~~of ~~have~~Yuma. aThe ~~considerable~~Los ~~edge~~Flores ~~over~~Mine usis owned by ~~virtue~~the Bureau of ~~their~~Land ~~stronger~~Management ~~financial~~(BLM). ~~resources~~Nissi has clear title to all mineral rights of the Los Flores Mine claims and ~~prior~~is ~~experience~~current with all annual filings, fees and remains in ~~business~~compliance and good standing with the Bureau of Land Management (BLM) with a cash bond and notice for exploration, processing, milling and recovery to begin production. There are no liens or encumbrances on the title or mineral rights to date.

~~Marketability~~The company currently has a proposal to acquire an additional 21 mine claims known as the Tuttle Mine. With the completion of the acquisition of the adjacent Tuttle Mine, we would add an additional 21 claims, bringing the project to a total of 28 placer mining claims or 560 acres. And has several other mining contracts, negotiations and acquisitions for which the company is currently seeking funding.

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

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

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

Governmental and Environmental Regulation

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

~~The~~In addition, the Company plans to be a local service provider of cost-effective mining solutions for the small and large mine owner’s by providing the most advanced technology, proprietary mining techniques, services and support in contract milling, processing and recovery of precious metals from lode ore and placer deposits. Management believes that itthis iscould ~~currently~~present a very lucrative opportunity in ~~compliance~~the current market, by saving mine owners millions in ~~all~~startup ~~material~~capital ~~respects~~and ~~with~~costs ~~all~~of ~~laws,~~constructing ~~rules~~and operating on-site mills. The company plans to service prominent as well as emerging mining projects, ~~regulations~~developments and ~~requirements~~organizations ~~that~~in ~~affect~~the ~~its~~mining ~~business~~industry. ~~Further~~To date, wethe ~~believe~~company ~~that~~has ~~compliance~~focused ~~with~~primarily ~~such~~on ~~applicable~~the ~~laws~~research, ~~rules~~design, ~~regulations~~development, and ~~requirements~~mining ~~does~~production ~~not~~of ~~impose~~the afollowing ~~material~~metals: ~~impediment~~gold, onplatinum, ~~our~~silver ~~ability~~and tocopper ~~conduct~~utilizing ~~business~~varies testing methods and locating state of the art equipment for maximum efficiency.

~~Employees~~Competition

~~The~~Management ~~Company~~has isbeen aunable ~~development~~to ~~stage~~find any direct competition that would impact the company’s planned mining at the Los Flores mine and ~~currently~~its ~~has~~proposed ~~few~~contract ~~employees~~milling operations. ~~John~~ ~~Dent,~~Theoretically ~~our~~the ~~executive~~company ~~officer~~could ~~and~~face ~~sole~~competition ~~director,~~from ~~and~~other ~~Chris~~sellers ~~Edwards,~~of ~~Chief~~gold ~~Operating~~that ~~Officer,~~is ~~manage~~processed from the ~~Company.~~mine, ~~The~~however, the Company ~~looks~~does tonot ~~John~~anticipate ~~Dent~~any ~~and~~effect ~~Chris~~on ~~Edwards~~its ~~for~~operations ~~his~~in ~~entrepreneurial~~that ~~skills~~regard, ~~and~~as ~~talents~~unprecedented U.S. ~~Management~~trade ~~uses~~deficits, ~~consultants~~record energy prices, ~~attorneys~~the ~~and~~devaluation ~~accountants~~of asthe ~~necessary~~U.S. dollar, and ~~does~~growing ~~not~~anticipation ~~plan~~of inflationary pressures have contributed to ~~engage~~a ~~any~~new ~~full-time~~public ~~employees~~interest in ~~the~~gold ~~near~~and ~~future~~other precious metals.

~~Recent~~Our ~~Developments~~Facilities

~~Concurrent~~After ~~with~~ the ~~Share~~closing ~~Exchange~~of ~~Agreement,~~ the ~~business~~Nissi ofShare ~~Comcam~~Exchange ~~Inc.~~and ~~changed~~change ~~and~~of management, the Company ~~began~~has ~~operating~~elected asto ~~the~~maintain ~~Monkey~~its ~~Rock~~corporate ~~Group~~headquarters ~~headquartered~~at inNissi’s ~~Sturgis~~headquarters, ~~SD,~~located ~~specializing~~at in291 ~~leisure~~S. ~~related~~Main ~~businesses~~Street, ~~and~~Suite ~~real estate interests~~J. ~~The~~, ~~Monkey Rock Group~~Yuma, ~~Inc~~AZ 85364. isThe anCompany ~~early~~also ~~stage~~has ~~company~~its ~~focused~~mining onoperations ~~developing~~located ~~our~~at ~~interests initially in~~ the ~~United~~Los ~~States~~Flores inMine ~~the~~which ~~short-term~~is ~~(next~~located ~~12–18~~15 ~~months)~~miles ~~primarily~~northeast inof the ~~motorcycle~~city ~~industry~~of byYuma, ~~positioning retail assets in anchor rally markets~~Arizona.

~~Our~~Dependence ~~core~~on ~~asset~~Major is the Monkey Rock USA™ brand that currently operates a retail food, beverage, entertainment and exhibitor services concept in Sturgis, SD. We believe the Monkey Rock USA™ model and concept is unique in the respect that it is modern and environmentally sophisticated compared to other operators in its sector. We believe Monkey Rock USA™ is the first company in years to enter the market in a substantial way (large footprint and marketing presence) while raising the collective standard of excellence. While operating as a privately held company, in August 2009, we successfully completed our inaugural event at the 2009 Sturgis Motorcycle Rally.Customers

WeThe ~~believe~~Company ~~through~~does ~~selected~~not ~~acquisitions~~currently wedepend ~~can~~on ~~add~~any ~~significant~~major ~~value to the business and provide excellent growth opportunities~~customers.

WeGeneral ~~will~~Development ~~deliver the Monkey Rock USATM brand and concept through a variety~~ of ~~different mediums.~~ Company’s ~~operations collect consumer data for marketing purposes in order to expand customer loyalty. These strategies consist of the following:~~Business

·Concurrent ~~THE~~with ~~ROAD~~the ~~SHOW~~Share –Exchange ~~The~~Agreement with Monkey Rock ~~USA~~Group, ~~road~~Inc., ~~show~~the isbusiness aof ~~mobile~~Comcam ~~concept~~Inc. ~~that~~changed ~~will~~and ~~travel~~the ~~nationally~~Company tobegan ~~market~~operating as the ~~brand~~Monkey ~~and~~Rock ~~concept;~~Group, ~~delivering~~Inc., ~~Monkey~~headquartered ~~Rock~~in toSturgis, ~~people’s~~SD, ~~door~~specializing ~~steps.~~in ~~The~~leisure ~~road~~related ~~show~~businesses ~~will~~and ~~vary~~real inestate ~~configuration~~interests. Monkey ~~from~~Rock aUSA, ~~completely~~LLC ~~custom~~was ~~mobile~~incorporated ~~branded~~in 70the ~~foot~~State ~~tractor/trailer~~of ~~rig~~South ~~that~~Dakota ~~will~~on ~~house~~April a30, 2009. Monkey Rock USA ~~store~~, ~~game~~LLC ~~stations~~(hereinafter, ~~lounge~~“Monkey ~~and~~Rock”) ~~accompanying~~was formed as a retail leisure~~/entertainment~~ ~~space~~based company that was initially designed to ~~also~~operate ~~include~~within ~~our~~the ~~branded~~greater 10North American motorcycle rally industry and expanding into gaming,~~000+~~ ~~sq.~~hotels ftand resorts. ~~tent~~Operating ~~with~~as ~~full~~an ~~scale~~event company that caters to those attending as consumers and leisure seekers, Monkey Rock ~~USATM~~was ~~food,~~founded ~~beverage~~as a result of an obvious and notable gap in this short cycle events industry where, nationwide, large volumes of consumers attend these commercial entertainment ~~concept~~based ~~offering~~events.

~~· RETAIL OPERATIONS –~~ The ~~Monkey Rock USA fixed/bricks and mortar locations, to include Sturgis, SD and all future acquisitions. ‘Retail operations~~Company’s ~~will~~core ~~comprise~~asset ~~everything~~was ~~from an event based position to properties that~~ the ~~Company~~Monkey ~~will~~Rock ~~develop~~USA™ ~~into~~brand ~~scaled models comparable to Universal Studios City Walk located in Orlando, Florida~~ that ~~operate~~operated ~~year-round~~a ~~and~~retail ~~are complete with e-zones consisting of bars~~food, ~~restaurants~~beverage, ~~nightclubs,~~and ~~live~~ entertainment ~~offerings, retail stores, vendor space~~ and exhibitor services orconcept ~~any~~in ~~combination thereof~~Sturgis, ~~as appropriate~~SD. Pursuant Weto ~~are currently in negotiations for one of~~ the ~~largest~~Share ofExchange ~~these~~Agreement ~~type~~with ~~properties~~Nissi, inMonkey ~~the~~Rock ~~United~~USA ~~States.~~and ~~Each~~their ~~retail~~business ~~site~~operations will ~~operate~~be asspun aoff ~~separate~~to ~~legal~~the ~~entity~~Subsidiary, ~~owned by~~ Monkey Rock Group, ~~Inc~~LLC. ~~and will pay rent or equal consideration to a Monkey Rock Group REIT that will hold all the real estate assets.~~

·Concurrent ~~WEB~~with ~~SITES – Aside from~~ the ~~traditional~~Share ~~purposes~~Exchange ofAgreement awith ~~web~~Nissi ~~site~~Group ~~as an information portal~~Incorporated, the ~~Company~~business ~~will~~of ~~use~~Monkey ~~its~~Rock ~~web~~Group ~~sites~~changed asand ~~retail~~the ~~stores~~Company ~~where~~focused ~~it will sell~~ its ~~perpetually~~operations ~~evolving~~on ~~lines of branded merchandise, as well as for~~ the ~~development~~Utah ofmining ~~the most comprehensive sector specific social networking portals~~enterprise, ~~online~~previously ~~classifieds~~run ~~and~~by ~~branded~~Nissi ~~game play stations~~Group.

·The ~~DIGITAL PRODUCTS – Through existing public social networking sites (Facebook~~Business, ~~MySpace,~~its ~~etc.),~~Management ~~the~~Team ~~Company will develop games~~ and applications available to the game playing and application download population (branded apps, ringtones, wallpaper, etc.). Mobile versions of many of these digital technologies will be available to consumers also, all of which are relatively inexpensive to develop and are part of our cash flow model.Ownership

~~Reports~~For tothe ~~Security~~period ~~Holders~~covered by this Report, the Company was operated by Monkey Rock’s founder and Chief Executive Officer, John Dent, who launched the Monkey Rock Brand, and successfully started several companies from scratch spanning a variety of different industries over several decades including real estate development and construction, healthcare, motorcycle breaking/parting, motorcycle racing and freight transport.

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

~~ITEM~~Products ~~1A. RISK~~and ~~FACTORS.~~Services

~~The~~Prior ~~Company’s~~to ~~securities~~the Nissi closing, and ~~future~~during ~~operations~~the ~~are~~period ~~subject~~covered toby this Report, Monkey Rock was a ~~number~~retail provider of ~~risks~~food, beverage, entertainment and exhibitor services to the general public. ~~Below~~Monkey weRock ~~have~~provided ~~identified~~a unique blend of general and ~~discussed~~VIP ~~the~~food ~~material~~and ~~risks~~beverage ~~that~~services wein ~~are~~an ~~likely~~upscale tocommercial ~~face.~~leisure ~~Should~~environment ~~any~~by employing an eclectic blend of ~~the~~different ~~following~~entertainment ~~risks~~varieties. ~~occur,~~Monkey ~~they~~Rock’s ~~will~~entertainment ~~adversely~~platform ~~affect~~was ~~our~~comprised ~~future~~largely ~~operations,~~of ~~business~~skilled, ~~financial~~attractive ~~condition~~ and~~/or~~ ~~operating~~talented ~~results~~female entertainers as well as ~~the~~live ~~trading~~music ~~price~~ and~~/or~~ ~~the~~modern ~~value~~circus type acts as part of ~~our~~its ~~securities~~entertainment offering.

~~Risks~~Revenue ~~Related~~Streams to– ~~the~~Current ~~Company’s~~and ~~Business~~Future

~~THE~~During ~~COMPANY~~the period covered by this report, and through the Nissi closing, the Company generated its core income through the sale of food and beverage products, vendor/exhibitor space and branded merchandise sales. Nissi’Ss ~~ABILITY~~operations TOare ~~CONTINUE~~still ASin Athe ~~GOING~~development ~~CONCERN~~stage ISand INthe ~~QUESTION~~mine is not projected to generate any revenue for 3-6 (three to six) months, while funds are raised and equipment is purchased, such that mining operations can begin.

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

~~THE~~Mined ~~COMPANY~~on ~~HAS~~every Acontinent ~~HISTORY~~except OFAntarctica, ~~LOSSES~~gold ~~AND~~is ~~MAY~~used ~~INCUR~~for ~~LOSSES~~a ~~FOR~~wide ~~THE~~variety ~~FORESEEABLE~~of ~~FUTURE~~applications ranging from jewelry and the arts to dentistry, electronics, and diverse industrial applications. In 2001 U.S. gold mine production was valued at approximately $2.9 billion. Of that, jewelry and other art-related pursuits accounted for 89 percent of U.S. gold consumption, dental use for 7 percent, and electronics for 4 percent, according to statistics from the U.S. Geological Survey. As a precious metal, gold is traditionally used as a backing for paper currency systems and as a hedge against inflation.

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

~~OUR~~The ~~LIMITED~~Company ~~FINANCIAL~~does ~~RESOURCES~~not ~~CAST~~note ~~SEVERE~~any ~~DOUBT~~competitive ONadvantages ~~OUR~~over ~~ABILITY~~other TOmines, ~~PURSUE~~but ~~OUR~~does ~~BUSINESS~~not ~~PLAN~~believe OFthat ~~INCUBATING~~impacts ~~NEW~~its ~~TECHNOLOGY~~business ~~DRIVEN~~or ~~BUSINESS~~operations ~~OPPORTUNITIES~~in any way.

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

~~NEED~~Limited ~~FOR~~Operating ~~ADDITIONAL~~History. ~~EMPLOYEES~~Nissi Mining has been in development stage for a number of years, with its time spent acquiring the Los Flores claims and obtaining the approval for notice of operation necessary to commence its proposed milling and operations. Nissi Mining has no operating history upon which an investor may rely. Potential investors should be aware of the difficulties the Company is likely to encounter in view of the fact that it has not yet commenced operations, including, but not limited to, competition and unanticipated costs and expenses. There can be no assurance that the Company will successfully implement its mining operations or other business plans.

~~Our~~We ~~Company’s~~Need ~~future~~Additional ~~success~~Capital ~~also~~To ~~depends~~Fund ~~upon~~Our ~~its~~Planned ~~continuing ability to attract and retain highly qualified personnel~~Operations. ~~Expansion~~The ~~of our~~ Company’s ~~business~~does ~~and~~not ~~the~~have ~~management~~cash ~~and~~reserves ~~operation~~necessary ~~will~~to ~~require~~meet ~~additional~~its ~~managers~~operational ~~and~~requirements ~~employees with industry experience,~~ and ~~the success of the Company~~ will be ~~highly~~ dependent onupon the ~~Company’s~~sale ~~ability~~of toits ~~attract~~common stock and ~~retain~~or ~~skilled~~other ~~management~~financing ~~personnel~~to ~~and~~commence ~~other employees~~operations. ~~Competition~~We ~~for~~expect ~~such~~to ~~personnel~~fund isour ~~intense.~~general ~~There~~operations ~~can~~and bemarketing noactivities ~~assurance~~for ~~that~~the wenext ~~will~~twelve bemonths ~~able~~with tofunding ~~attract~~provided or ~~retain~~arranged ~~highly qualified personnel. Competition~~ for ~~skilled~~us ~~personnel~~by in our ~~industry~~officers isor ~~significant~~affiliates. ~~This~~However, ~~competition~~unexpected ~~may~~expenses ~~make~~or itincreases ~~more~~in ~~difficult~~costs ~~and~~may ~~expensive~~arise. toThere ~~attract,~~is ~~hire~~no ~~and~~assurance ~~retain~~we ~~qualified~~can ~~managers~~raise ~~and~~the ~~employees.~~capital ~~Our~~we ~~Company’s~~needed. ~~inability~~If toadditional ~~attract~~funds ~~skilled~~are ~~management~~required ~~personnel~~we ~~and~~may ~~other~~be ~~employees~~required asto ~~needed~~sell ~~could~~our ~~have~~securities aor ~~material~~seek ~~adverse~~debt ~~effect on the Company’s business~~financing, ~~operating~~but ~~results~~there ~~and~~can ~~financial~~be ~~condition.~~no ~~Our~~assurance ~~Company’s~~that ~~arrangement~~such ~~with~~financing ~~its~~will ~~current~~be ~~employees is~~ at ~~will,~~terms ~~meaning~~satisfactory ~~its~~to ~~employees~~us. ~~may~~The ~~voluntarily~~Company ~~terminate~~currently ~~their~~has ~~employment~~no atcommitment ~~any~~for ~~time~~financing.

IFAbility ~~THE~~To ~~COMPANY~~Purchase ISEquipment ~~UNABLE~~And TOHire ~~OBTAIN~~Needed ~~ADDITIONAL~~Labor ~~CAPITAL~~May TONegatively ~~OPERATE~~Impact ~~OUR~~Our ~~BUSINESS~~Margins. The business in which we operate relies upon our ability to purchase heavy machinery and hire needed labor, WEand ~~MAY~~relies ~~NOT~~on BEthe ~~ABLE~~ability TOto ~~EFFECTIVELY~~obtain ~~CONTINUE~~the ~~OPERATIONS~~funds to acquire the proper equipment and negotiate cost savings on these major purchases. If we are unable to obtain the necessary funding to purchase the equipment and hire the employees we need, our financial condition and business prospects will suffer.

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

~~Risks~~Price ~~Related~~of Gold. Gold is a commodity whose price fluctuates greatly from time to time, thus affecting the Company’s ~~Stock~~ability to accurately project income.

~~THE~~Un-mined ~~COMPANY~~Claims. ~~WILL~~The ~~NEED~~Company TOis ~~RAISE~~relying ~~ADDITIONAL~~on ~~CAPITAL~~the TOGEO ~~FUND~~Report ~~OPERATIONS~~completed ~~WHICH~~by ~~COULD~~Mr. ~~ADVERSELY~~Craig ~~AFFECT~~L. ~~OUR~~Parkinson ~~SHAREHOLDERS~~of West Coast Environmental & Engineering in preparing its business plan and financial projections, however, to date the Company has not begun mining operations and has only the valuation report independently completed by Mr. Craig L. Parkinson a licensed geologist which indicates of the value of the claims. There is no guarantee that the Company will be able to obtain the values indicated by the Geologist’s Report.

~~The~~State ~~Company~~of ~~will need to raise additional capital~~Technology. ~~However,~~Production weand ~~have~~processing notechnology ~~commitment~~is ~~from~~subject ~~any~~to ~~source~~significant ofchange. ~~financing~~There tocan ~~provide~~be usno ~~with~~assurance ~~this~~that ~~necessary~~innovations ~~additional~~in ~~capital.~~the ~~Should~~industry, weincluding, ~~secure~~but anot ~~commitment~~limited to, ~~provide~~the usdevelopment ~~with~~of ~~capital~~new ~~such~~technologies, ~~commitment~~will ~~may~~not ~~obligate~~render ~~us to issue additional shares of~~ the Company’s ~~common~~proposed ~~stock~~methods or ~~warrants~~equipment orless ~~other~~efficient ~~rights~~and/or tohave ~~acquire~~a ~~common~~material ~~stock~~adverse ~~which~~effect ~~will~~upon ~~result~~the inbusiness ~~dilution~~of tothe ~~existing shareholders~~Company. ~~Nonetheless, if we are unable to obtain additional capital, then we will need to restrict or even cease operations, which action would adversely affect our shareholders.~~

WEEnvironmental ~~INCUR~~Concerns ~~SIGNIFICANT~~And ~~EXPENSES~~Regulations ASMay AImpact ~~RESULT~~Our OFBusiness. ~~BEING~~Mining ~~REGISTERED~~operations ~~WITH~~are ~~THE~~subject ~~COMMISSION~~to various laws, ~~WHICH~~regulations ~~EXPENSES~~and ~~NEGATIVELY~~judicial ~~IMPACT~~and ~~OUR~~administrative ~~FINANCIAL~~orders ~~PERFORMANCE~~concerning protection of the environment and human health. Our mining operations may also be impacted by environmental laws and regulations that are to date unknown. We cannot assure you that environmental regulations may not be adopted that impact our procedures or potentially increase liability to limit environmental damages. If such regulations are adopted, they would also apply to others in our industry, but we cannot determine whether we will be readily able to comply with new but unanticipated regulations of the U.S. Environmental Protection Agency, Bureau of Land Management and by similar state and federal agencies. In the event that claims are asserted against us for environmental damages, whether or not we are found to be liable, we could be materially adversely affected because of the costs associated with defending against any environmental claims.

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

~~OUR~~Nissi ~~INTERNAL~~operates ~~CONTROLS~~a ~~OVER~~website ~~FINANCIAL~~and ~~REPORTING~~domain ~~MAY~~at ~~NOT~~http://www.nissimining.com BEand ~~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~~http://www.nissiminingco.com

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

~~THE~~Nissi ~~COMPANY~~Mining Company’Ss ~~STOCK~~Objectives ~~PRICE~~is ISto ~~VOLATILE~~evolve into a sizable independent producer of gold and other precious metals. It is our plan to further this objective by 1) Entering into contract negotiations for the acquisition of the adjacent Tuttle Mine, including all needed infrastructure; 2) continuing to pursue several other mining acquisition possibilities as they present themselves; 3) locate and lease a facility, acquire all needed milling, processing and recovery equipment, construct a milling, processing, and recovery plant which will process ores produced from our mines and also offer contract milling, processing and recovery of precious metals to service a (5) year service agreement with another operator; 4) begin mining the existing mineable resources of the Los Flores Mine.

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

·The Company is a development stage company and currently has one (1) employee. Dexter Aspacio, our executive officer and Chairman, currently manages the Company’s. ~~perceived~~The ~~prospects;~~Company looks to Mr. Aspacio for his entrepreneurial expertise in the mining industry. Management uses consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future.

·Item ~~negative~~1B. Unresolved ~~variances~~Staff ~~in our operating results, and achievement of key business targets;~~Comments.

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

· sales or purchases of large blocks of our stock;

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

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

· announcements of legal claims against us;

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

· developments in the financial markets; and

· general economic, political or stock market conditions.

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

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

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

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

Item 2. Properties.

During the period covered by this report, Monkey Rock, through its then subsidiary Monkey Rock USA, LLC leased office and entertainment space in Sturgis, SD, the location of the world’s largest motorcycle rally. This lease was not assumed by the parent company after the Nissi acquisition.

Effective as of June 23, 2011, the Company maintains its headquarters at 291 S. Main St, suite J, Yuma, AZ 85364, which is leased by Nissi Group Inc. d/b/a Nissi Mining Co., and for which the Company pays $978.00 per month. The Company has a written lease for a term of (2) two years with renewal options.

Item 3. Legal Proceedings.

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

Item 4. (Removed and Reserved).

ITEM 2. PROPERTIES.

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

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. (REMOVED AND RESERVED).

PART II

~~ITEM~~Item 5. ~~MARKET~~ Market ~~FOR~~for ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS,~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities.

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

Year	Quarter Ending	High	Low
2009	December 31	$0.015	$0.0012
	September 30	$0.02	$0.001
	June 30	$0.02	$0.002
	March 31	$0.005	$0.002
2008	December 31	$0.020	$0.0001
	September 30	$0.013	$0.001
	June 30	$0.018	$0.002
	March 31	$0.020	$0.001

The following table sets forth the range of the high and low bid quotations of the Common Stock for the past year in the over-the-counter market, as reported by the OTC Bulletin Board and in the Pink Sheets. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~Capital~~Calendar ~~Stock~~Quarter Ended:

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.

	High		Low
2010
March 31	$	12.32	$	0.51
June 30	$	3.85	$	0.02
September 30	$	1.99	$	0.01
December 31	$	1.5	$	0.11

~~Common~~As ~~Stock~~of December 31, 2010, the Company had 86 stockholders of record.

As of May 3, 2010, there were 77 shareholders of record holding a total of 744,648,634 shares of fully paid and non-assessable common stock of the 750,000,000 shares of common stock, par value $0.0001, authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

2011
March 31	$	1.06	$	1.06
June 30	$	.12	$	.12
September 30	$	.50	$	.50
December 31	$	.08	$	.08

~~Preferred~~As ~~Stock~~of January 3, 2012, the Company had 56 stockholders of record.

AsRecent ofIssuances ~~May~~Involving 3,Unregistered ~~2010, there were zero shareholders of record of the 20,000,000 shares of preferred stock, par value $0.0001, authorized.~~Securities

~~Warrants~~During 2010, we issued 100,000 shares of common stock in a debt conversion under Rule 144.

AsDuring ofJune ~~May 3,~~ 2010, ~~the~~we ~~Company~~issued ~~had~~6,890,314 noshares ~~outstanding~~of ~~warrants~~common tostock ~~purchase~~in ~~shares~~exchange offor ~~our~~services ~~common stock~~rendered.

~~Stock~~In ~~Options~~December 2010, we issued 100,000 shares of common stock for cash at a purchase price of $0.21 per share pursuant to Regulation rule 144

AsIn ~~of May 3~~March, ~~2010~~2011, ~~the~~we ~~Company~~issued ~~had~~925,000 noof ~~outstanding~~common stock ~~options~~ to ~~purchase~~certain ~~shares~~consultants ofin ~~our~~exchange ~~common~~for ~~stock~~services rendered.

10In June, 2011, we issued 40,100,000 of common stock to consultants for services rendered.

~~Convertible~~In ~~Debenture~~August, 2011, we issued 850,000 shares of common stock in a debt conversion under Rule 144.

~~During~~In ~~the year ended December 31~~September, ~~2007~~2011, awe ~~convertible~~issued ~~debenture~~90, ~~as amended~~000,000 ~~was~~shares ~~assumed~~in byexchange ~~ComCam~~for ~~International~~all onof ~~separation from us though~~ the ~~Company~~common ~~remained a guarantor of that obligation. The debenture, which fell in default on February 14, 2009, currently accrues interest at 12% per annum,~~ and ispreferred ~~due~~stock ~~on demand, or convertible, at the holder’s option, into shares~~ of ~~either ComCam International’s or~~ the ~~Company’s~~Nissi ~~common stock. As of February 26~~Group, ~~2010, the convertible debenture had been cancelled~~Inc.

~~Dividends~~In December, 2011, we issued 5,000,000 share of common stock to a consultant for services rendered.

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the near future. The payment of cash dividends is within the discretion of the board of directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company's ability to pay cash dividends on its common stock other than those generally imposed by applicable state law.9

~~Transfer~~Item ~~Agent~~6. Selected ~~and~~Financial ~~Registrar~~Data.

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

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

~~ITEM~~Item 7. ~~MANAGEMENT~~ Management’Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATIONS~~Operations.

~~Forward~~This ~~Looking~~annual ~~Statements~~report on Form 10-K and ~~Factors~~other ~~That~~reports ~~May~~filed ~~Affect~~by ~~Future~~Monkey ~~Results~~Rock Group, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and ~~Financial~~Exchange ~~Condition~~Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in elsewhere in this report, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

~~The~~Although ~~statements contained in~~ the ~~section~~Company ~~titled~~believes ~~“Results~~that ofthe ~~Operations”~~expectations ~~and~~reflected ~~“Description~~in ~~of Business,” with~~ the ~~exception of historical facts, are~~ forward -looking statements. Aare ~~safe-harbor~~reasonable, ~~provision may not be applicable to~~ the ~~forward~~Company ~~looking~~cannot ~~statements~~guarantee ~~made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our~~ future results, levels of ~~operations~~activity, performance, ~~and~~or achievements. ~~These~~Except ~~statements~~as ~~are~~required ~~subject~~by toapplicable ~~risks~~law, ~~and~~including ~~uncertainties~~the ~~and~~securities ~~are~~laws ~~based~~of ~~upon~~the ~~assumptions~~United ~~and~~States, ~~beliefs~~the ~~that~~Company ~~may~~does ~~or may~~ not ~~materialize.~~intend ~~These~~to ~~statements~~update ~~include,~~any ~~but~~of ~~are~~the ~~not~~forward-looking ~~limited~~statements to, conform these statements ~~concerning:~~to actual results.

●Our financial statements are prepared in accordance with accounting principles generally accepted in the ~~sufficiency~~United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of ~~existing~~assets ~~capital~~and ~~resources;~~liabilities ●as of the ~~acquisition~~date of athe ~~revenue~~financial ~~producing~~statements ~~business;~~as ●well ~~our~~as ~~ability~~the toreported ~~raise~~amounts ~~additional~~of ~~capital~~revenues and expenses during the periods presented. Our financial statements would be affected to ~~fund~~the ~~cash~~extent ~~requirements~~there ~~for~~are ~~future~~material ~~operations;~~differences between these estimates and ●actual ~~general~~results. ~~economic~~In ~~conditions~~many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

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

~~Management's~~Our ~~Discussion~~goal is to raise sufficient capital financing to allow for the acquisition of the necessary mining equipment and ~~Analysis~~to hire and/or contract for the necessary logistics, lease a facility to assemble a milling, processing and recovery plant to begin mining the Los Flores mine. Furthermore, we hope to acquire the Tuttle mining site in the coming year.

~~The~~All ~~Company’s~~of ~~plan~~the ofabove ~~operation~~activities ~~for~~will ~~the~~be ~~coming~~supported ~~year~~by isour management team. In addition, we need to ~~actively~~significantly ~~pursue~~expand ~~development~~our ~~stage~~management ~~technology~~team ~~assets~~as ~~and~~well ~~emerging~~as ~~businesses~~add ~~with~~additional ~~which~~employees in order to ~~merge~~fully orexecute ~~acquire~~our business plan. We ~~have~~are ~~not~~actively ~~yet~~working ~~entered~~on ~~into~~this ~~any other agreements~~process, ~~nor~~as dowell weas ~~have~~attempting ~~any~~to ~~commitments~~raise orsufficient ~~understandings~~capital to ~~enter~~support ~~into~~current oroperations ~~become~~and ~~engaged~~to infund ~~any~~our ~~business~~mining ~~transactions~~efforts. To date, asall of the ~~date~~funding for Company’s operations has been provided through the sale of ~~this~~the ~~filing~~Company’s common stock and through advances from related parties. There can be no assurance that these sources will continue providing funding for the Company.

11Our plan of action over the next twelve months is to focus on fund raising efforts, to enable the company to acquire the necessary equipment to begin mining operations at Los Flores mining site, to enter into a formal purchase contract to acquire the Tuttle Mine as well as enter into mining contract negotiations and acquisitions to begin processing for other mining interests.

The Company’s plan of operation will require a minimum of $50,000 in funding over the next twelve months, which funding is not currently available. Should we acquire or merge with a business opportunity our funding requirements will change.10

Recent Developments

As of as of January 1, 2012 the company has no current mining operations.

Results of Operations

~~During~~Year ~~the~~Ended ~~year ended~~ December 31, ~~2009,~~2010 ~~the~~Compared ~~Company’s~~to ~~operations~~the ~~consisted~~Year ofEnded ~~satisfying~~December ~~continuous~~31, ~~public disclosure requirements and seeking to identify prospective business opportunities.~~2009

~~The~~Revenues ~~Company~~and ~~has~~gross ~~been~~profit ~~funded~~for ~~since~~the ~~inception~~year ~~from~~ended ~~equity~~December ~~placements~~31, 2010 were $650,278 and ~~revenue~~$506,596, ~~from~~compared ~~discontinued~~to ~~operations~~$386.294 ~~All~~and ~~capital~~$90,686 ~~raised~~for orthe year ended December 31, 2009. The Company began generating revenues in the third quarter of 2009 due to its participation in the Sturgis Motorcycle Rally. The Company’s increase in revenue ~~realized~~and gross profit during the year ended December 31, 2010 as compared to ~~date~~the year ended December 31, 2009 was ~~allocated~~primarily attributable to ~~cost~~further branding and awareness of ~~sales,~~the ~~general~~Company and ~~administrative~~Rock ~~costs,~~N’ ~~interest~~Rev ~~expense~~event. For both the year ended December 31, 2010 and ~~research~~2009, substantially all of the Company’s revenues were earned from the sale of beverages during the August Sturgis, South Dakota bike rally. Remaining revenues were generated from short term vendor sales on site during the Sturgis event and ~~development~~from ~~costs~~the sale of merchandise bearing the Monkey Rock logo.

~~Net~~General ~~Loss~~and administrative expenses for the year ended December 31, 2010 amounted to $877,748, as compared to $518,497 for the year ended December 31, 2009. The increase is primarily attributable to an increase in stock based compensation of $4,065,243. We incurred substantial expenses during the event at Sturgis. These include short term staffing, COGS, security and increased administrative costs.

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

Capital Expenditures

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

Income Tax Expense (Benefit)

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

Impact of Inflation

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

Liquidity and Capital Resources

The Company ~~is in the development stage and, since inception,~~ has experienced significant changes in liquidity, capital resources, and stockholders’ deficit. Our principal sources of liquidity consists of cash and cash equivalents. We plan to fund our mining operations through financing activities consisting primarily of private placements of debt and equity securities with existing shareholders and outside investors. Our principal use of funds will be for the acquisition of equipment and acquiring the Tuttle mining rights, if possible.

~~The~~As ~~Company~~reflected ~~had~~in ~~current~~the ~~and~~accompanying ~~total~~audited ~~assets~~financial ~~of $51~~statements,~~004~~ asthe ofCompany ~~December~~had ~~31,~~a ~~2009,~~net ~~that~~loss ~~consists solely~~ of ~~cash;~~$5,113,330 and ~~total~~net ~~liabilities~~cash used in operations of $~~112~~303,~~559~~206, ~~consisting~~respectively, offor ~~accounts~~the ~~payable~~year ofended ~~$43~~December 31,~~872,~~ 2010. The Company also has a ~~related~~working ~~party~~capital ~~payable~~deficit of $181,~~687~~444,816 and astockholders’ ~~deposit~~deficit of $505,~~000.~~564,125 ~~Deficit~~for ~~accumulated during~~ the ~~development~~year ~~stage was~~ended ~~$7,436,052 at~~ December 31, ~~2009~~2010.

Net cash used in operating activities for the ~~twelve~~year ~~month period~~ ended December 31, ~~2009~~2010, ~~increased~~was to $20303,~~097~~206 compared to net cash used in operating activities of $7389,~~086~~627 for the ~~twelve~~period ~~month~~from ~~period~~Inception ~~ended~~to December 31, ~~2008~~2009. This ~~increase~~decrease isin ~~attributable~~cash toused ~~an increase~~ in ~~the company’s~~ operating ~~loss~~activities ~~from~~is ~~$30,046~~primarily inattributable ~~2008,~~to ~~compared~~extremely tohigh aninitial ~~operating~~costs ~~loss~~developing ofthe ~~$41,009~~Monkey inRock ~~2009~~brand.

12Net cash used in investing activities for the year ended December 31, 2010 was $0, compared to $ $424,379 for the period of Inception to December 31, 2009 which was comprised of staging, seating and equipment and the liquor, all of which was fully impaired as of December 31, 2010.

Cash flow provided ~~from~~by financing activities was $4289,~~268,894~~196 for the ~~period~~year ~~from~~ended ~~January 1, 1999 to~~ December 31, ~~2009~~2010. Cash flow provided by financing activities for the ~~twelve~~period ~~month~~from ~~period~~Inception ~~ended~~to December 31, 2009, was $68828,~~687~~016. This ~~compared~~decrease is partially attributable to $0repayments ~~for~~of ~~the~~notes ~~twelve~~to ~~month~~related ~~period~~parties during the year ended December 131, ~~2008. This~~2010, ~~increase~~in isthe ~~attributable~~amount toof $357,244 as well as a ~~related~~decrease ~~party~~in ~~loan~~the amounts of ~~$18,687~~borrowings ~~and~~from arelated ~~deposit~~parties of $50501,~~000~~874 ~~received~~and onthe repayment of a ~~share~~separate ~~purchase~~note ofpayable ~~Company~~in ~~stock~~the amount of $50,100.

WeAs ~~expect~~of toDecember ~~continue~~31, to2010, ~~use~~we had cash ~~flow~~and ~~provided~~cash byequivalents ~~financing~~of ~~activities~~approximately $0. The Company’s current cash on hand, proceeds of loans from our Chief Executive Officer subsequent to ~~maintain~~the period ended December 31, 2010, and revenues from the 2010 Sturgis Rally were not sufficient to meet the Company’s 2011 working capital requirements and the Company’s current ~~operations~~cash ~~with~~on ~~private~~hand ~~equity~~and ~~placements~~projected orrevenues ~~additional~~are ~~shareholder~~not ~~loans~~sufficient to meet the Company’s stated needs for the 2012 calendar year.

Our current cash balance of $51,004 may not be insufficient to conduct our plan of operation over the next twelve months. We have no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that funding is available. We do not have lines of credit or other bank financing arrangements. Our shareholders are the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain funding will have a material adverse affect on its ability to acquire or develop business opportunities or maintain operations. We do not expect to pay cash dividends in the foreseeable future.11

Off Balance Sheet Arrangements

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

Going Concern

~~The~~As ~~Company’s auditors have expressed an opinion as to our ability to continue as~~ a ~~going concern as a~~ result of our net loss from operations, net cash used in operations, deficit accumulated ~~during the development stage~~ as of December 31, ~~2009~~2010, ~~and~~our ~~since~~ability ~~we were inactive prior~~ to ~~our~~continue ~~merger~~as ~~with~~a ~~Monkey~~going ~~Rock~~concern ~~Group,~~is ~~Inc.~~ in ~~February~~substantial ~~2010~~doubt. Our ability to continue as a going concern is subject to the ability of the Company to ~~obtain~~generate aprofits ~~profit~~from operations and/or obtaining the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; and (iii) obtaining loans from shareholders as necessary. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern, and to pursue an acquisition strategy through the methods discussed above, there can be no assurances that such methods will prove successful.

Working Capital Needed for next 12 months

We anticipate we will require approximately $5,500,000 to fulfill our general corporate expenses for the 2012 fiscal year. These costs are based on management’s budgeted needs for mining acquisitions, operations and equipment needed for said calendar year. We plan to address these costs by raising capital through the sale of the company’s securities or entering into other financing arrangements.

Recent Accounting Pronouncements

In ~~April 2009~~January 2010, the Financial Accounting Standards Board ("FASB") issued updated guidance ~~now~~to ~~codified~~amend asthe ~~FASB~~disclosure ~~ASC~~requirements ~~Topic~~related ~~820,~~to ~~“Fair~~recurring ~~Value~~and ~~Measurements~~nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and ~~Disclosures~~liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases,” ~~which~~sales, ~~amends~~issuances ~~previous~~and ~~guidance~~settlements on a gross basis. In addition to ~~require~~these ~~disclosures~~new ~~about~~disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of ~~financial~~assets ~~instruments~~and inliabilities ~~interim~~rather asthan ~~well~~each asmajor ~~annual~~category ~~financial~~of ~~statements~~assets inand liabilities. This update also clarifies the ~~current~~requirement ~~economic~~for ~~environment~~entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This ~~pronouncement~~update ~~was~~will become effective for ~~periods~~the ~~ending~~Company ~~after~~with ~~June~~the interim and annual reporting period beginning January 151, ~~2009.~~2010, ~~The~~except ~~adoption~~for the requirement to provide the Level 3 activity of ~~this~~purchases, ~~pronouncement~~sales, ~~did~~issuances, ~~not~~and ~~have~~settlements on a ~~material~~gross ~~impact~~basis, onwhich will become effective for the Company’s ~~business,~~with ~~financial~~the ~~condition~~interim orand ~~results~~annual ofreporting ~~operations;~~period ~~however~~beginning January 1, ~~these~~2011. ~~provisions~~The ofCompany ~~FASB~~will ~~ASC~~not ~~Topic~~be ~~820~~required ~~resulted~~to inprovide ~~additional~~the amended disclosures ~~with~~for ~~respect~~any toprevious ~~the~~periods ~~fair~~presented ~~value~~for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company’'s consolidated financial ~~instruments~~statements.

In ~~May~~January ~~2009~~2010, the ~~FASB~~Financial Accounting Standards Board (FASB) issued ~~guidance~~Accounting ~~now~~Standards ~~codified~~Update asNo. 2010-06, ~~FASB~~“Improving ~~ASC~~Disclosures ~~Topic~~about ~~855,~~Fair Value Measurements (“~~Subsequent~~ASU ~~Events~~2010-06”). ASU 2010-06 amends ASC 820, “Fair Value Measurements” ~~which~~("ASC ~~establishes~~820") ~~general~~to ~~standards~~require a number of ~~accounting~~additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfers in or out of Level 3, and ~~disclosures~~information in the reconciliation of recurring Level 3 measurements about purchases, ~~events~~sales, ~~that~~issuances ~~occur~~and ~~after~~settlements on a gross basis. The ASU also clarifies the ~~balance~~requirement ~~sheet~~for ~~date~~entities ~~but~~to ~~before~~disclose ~~financial~~information ~~statements~~about ~~are~~both ~~issued~~the orvaluation ~~are~~techniques ~~available~~and toinputs beused ~~issued~~in estimating Level 2 and Level 3 fair value measurements. ~~This~~The ~~pronouncement~~amended guidance was effective for ~~interim~~financial ~~or fiscal~~ periods ~~ending~~beginning after ~~June~~December 15, 2009., ~~The~~except ~~adoption~~the ofrequirement ~~this~~to ~~pronouncement~~disclose ~~did~~Level ~~not~~3 ~~have~~transactions ~~a material impact~~ on ~~the~~a ~~Company’s~~gross ~~business~~basis, ~~results~~which ofbecomes ~~operations~~effective orfor financial ~~position;~~periods ~~however~~beginning after December 15, ~~the~~2010. ASU ~~provisions~~2010-06 ofdid ~~FASB~~not ~~ASC~~have ~~Topic~~a ~~855~~significant ~~resulted~~effect inon ~~additional~~the ~~disclosures~~Company’s ~~with~~consolidated ~~respect~~financial toposition ~~subsequent~~or ~~events~~results of operations.

Critical Accounting Policies and Estimates

Use of Estimates

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

Such estimates for the year ended December 31, 2010 and 2009, and assumptions affect, among others, the following:

estimated useful lives for property and equipment; and

potential obsolescence and impairment of inventory, property and equipment and liquor license.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Intangible Assets

Revenue Recognition

The Company followed the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligation for the following:

food and beverage products;

vender booth space;

sponsorships; and

t-shirts.

The Company reported revenue net of sales and use taxes collected from customers and are remitted to governmental taxing authorities.

Share Based Payments

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

In June 2009, the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative nonOff-~~governmental~~Balance ~~U.S.~~Sheet GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.Arrangements

InWe ~~January~~do ~~2010,~~not ~~the~~have Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any ~~transfers~~off-balance insheet ~~or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases~~arrangements, ~~sales~~financings, ~~issuances~~or ~~and~~other ~~settlements~~relationships onwith aunconsolidated ~~gross~~entities ~~basis.~~or Inother ~~addition to these new disclosure requirements~~persons, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also ~~clarifies~~known ~~the~~as ~~requirement~~“special ~~for~~purpose entities ~~to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements~~. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's financial statements.”

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 8. Financial Statements and Supplementary Data.

Our financial statements are contained the end of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

The reports of PSH on the Company's financial statements as of and for the years ended December 31, 2008 and December 31, 2007, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended December 31, 2008 and December 31, 2007 and the subsequent period through April 26, 2010, there were no (i) disagreements with PSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PSH's satisfaction, would have caused PSH to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) "reportable events" as defined in Item

304(a)(1)(v) of Regulation S-K.

(a) Dismissal of independent registered public accounting firm

On April 28, 2010, the Company's board of directors dismissed Pritchett Siler & Hardy, P.C., Salt Lake City, Utah ("PSH") as the Company's independent registered public accounting firm.

(b) Engagement of independent registered public accounting firm

On April 28, 2010, the Company's board of directors engaged Berman & Company, P.A. Certified Public Accountants, Boca Raton Florida ("Berman"), as the Company's new independent registered public accounting firm.

The reports of Berman on the Company's financial statements as of and for the years ended December 31, 2009 and December 31, 2010, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended December 31, 2009 and December 31, 2010 and the subsequent period through May 20, 2011, there were no (i) disagreements with Berman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Berman's satisfaction, would have caused Berman to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

On May 20, 2011, the Company's board of directors dismissed Berman & Company, P.A. Certified Public Accountants, Boca Raton Florida ("Berman"), as the Company's independent registered public accounting firm.

On May 20, 2011, the Company's board of directors engaged Sadler, Gibb & Associates, P.A. Certified Public Accountants, Farmington, UT ("Sadler"), as the Company's new independent registered public accounting firm.

~~ITEM~~Item 7A9A. ~~QUANTITATIVE~~ Controls ~~AND~~and ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Procedures.

~~Not~~Evaluation ~~applicable~~of Disclosure Controls and Procedures.

~~ITEM~~Management 8is responsible for establishing and maintaining adequate controls over financial reporting. ~~FINANCIAL~~ ~~STATEMENTS~~The ~~AND~~Company’s ~~SUPPLEMENTARY~~disclosure ~~DATA~~controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Our~~Because ~~audited~~of its inherent limitations, internal control over financial ~~statements~~reporting ~~for~~may ~~the~~not ~~years~~prevent ~~ended~~or ~~December~~detect 31misstatements. Therefore, ~~2009~~even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and ~~2008~~may find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are ~~attached~~in ~~hereto~~a asposition ~~F-1~~to ~~through~~override ~~F-18~~any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

~~ITEM~~Pursuant 9to rules adopted by the SEC as directed by Section 302 of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules13a-15(e)) as of December 31, 2010. ~~CHANGES~~ In INmaking ~~AND~~this ~~DISAGREEMENTS~~assessment, ~~WITH~~our ~~ACCOUNTANTS~~Chief ONExecutive ~~ACCOUNTING~~Officer ~~AND~~and ~~FINANCIAL~~Chief ~~DISCLOSURE~~Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

~~None~~Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, were not effective at a reasonable assurance level. Management’s assessment identified the following material weaknesses:

~~ITEM~~· 9AAs of December 31, 2010, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (T“GAAP”)~~. CONTROLS~~ ~~AND~~in ~~PROCEDURES~~the US and the financial reporting requirements of the Securities and Exchange Commission.

~~Evaluation~~· As of ~~Disclosure~~December ~~Controls~~31, 2010, there were insufficient written policies and ~~Procedures~~procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

In· ~~connection~~As ~~with the preparation~~ of ~~this~~December ~~annual~~31, ~~report~~2010, anthere ~~evaluation~~ was ~~carried~~a ~~out~~lack ~~by the Company’s management, with the participation~~ of ~~the~~segregation ~~chief executive officer and the chief financial officer,~~ of ~~the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31~~duties, ~~2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed~~ in ~~reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and~~ that ~~such~~we ~~information~~only ishad ~~accumulated~~one ~~and~~person ~~communicated~~performing toall ~~management,~~accounting-related ~~including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures~~duties.

~~Based~~Notwithstanding ~~on that evaluation,~~ the ~~Company’s~~existence ~~management~~of ~~concluded,~~these asmaterial ofweaknesses ~~the~~in ~~end~~our ofinternal ~~the~~control ~~period~~over ~~covered~~financial byreporting, ~~this~~our ~~report,~~management believes that the financial ~~Company’s~~statements ~~disclosure~~included ~~controls~~in ~~and~~its ~~procedures~~reports ~~were~~fairly ~~effective~~present in ~~recording,~~all ~~processing,~~material ~~summarizing,~~respects ~~and~~the ~~reporting~~Company’s ~~information~~financial ~~required~~condition, toresults beof ~~disclosed,~~operations ~~within~~and ~~the~~cash ~~time~~flows for the periods ~~specified~~presented. We incontinue to evaluate the ~~Commission’s~~effectiveness ~~rules~~of ~~and~~internal ~~forms,~~controls and ~~such~~procedures ~~information~~on ~~was~~an ~~accumulated~~on-going ~~and~~basis. We ~~communicated~~plan to ~~management,~~further ~~including~~address ~~the~~these ~~chief~~issues ~~executive~~once ~~officer~~we ~~and~~commence ~~the~~operations ~~chief~~and ~~financial~~are ~~officer,~~able to ~~allow~~hire ~~timely~~additional ~~decisions~~personnel ~~regarding~~in ~~required~~financial ~~disclosures~~reporting.

~~Management’s~~Changes ~~Report~~in on Internal Control over Financial Reporting.

~~The~~There ~~management~~were ofno ~~the~~changes ~~Company~~in isour ~~responsible for establishing and maintaining adequate~~ internal control over financial reporting., ~~The~~as ~~Company’s~~defined ~~internal~~in ~~control~~Rules ~~over~~13a-15(f) ~~financial~~and ~~reporting~~15d-15(f) ~~is a process,~~ under the ~~supervision~~Exchange ~~of the chief executive officer and the chief financial officer~~Act, ~~designed~~during toour ~~provide~~most ~~reasonable~~recently ~~assurance~~completed ~~regarding~~fiscal ~~the~~quarter ~~reliability~~that ofhave ~~financial~~materially ~~reporting~~affected, ~~and~~or ~~the~~are ~~preparation~~reasonably oflikely ~~the~~to ~~Company’s~~materially ~~financial~~affect, ~~statements~~our ~~for~~internal ~~external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal~~ control over financial reporting ~~includes those policies and procedures that:~~.

●Item ~~Pertain~~9B. Other 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 statementsInformation.

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

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

Changes in Internal Controls over Financial Reporting

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

ITEM 9B. THER INFORMATION

None.

PART III

~~ITEM~~Item 10. ~~DIRECTORS~~ Directors, ~~EXECUTIVE~~Executive ~~OFFICERS,~~Offices ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance.

~~Officers~~Directors and ~~Directors~~Executive Officers

The following table and text sets forth the ~~name~~names and ages of all our directors and executive officers and our key management personnel as of December 31, ~~age~~2010 and ~~position~~serving until September 8, 2011. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer ofand the ~~Company~~key asmanagement personnel during the past five years and an indication of ~~May~~directorships 3,held ~~2010:~~by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name	Age	~~Year Appointed/Elected~~Position	~~Positions Held~~
John Dent	5859	~~2010~~Chief Executive Officer, Director	~~Chief Executive Officer, Chairman~~
Chris Edwards	41	2010	Chief Operating Officer
Matt Dent	37	Director
Matthew Dent	36	2010	Director

~~Mr.~~ John Dent, age 59, Chief Executive Officer, ~~President~~Director ~~and~~(serving ~~Chairman~~until September 8, 2011).

~~John~~Mr. Dent, ~~age~~is 58Monkey Rock Group’s Founder, ~~was~~financier ~~previously~~and ~~Chairman~~current CEO since the Company’s inception in 2009. He has acted as CEO of ~~The~~Monkey ~~Truecare~~Rock Group Inc since January 2010. He is a proven and recognizable international entrepreneur who, prior to launching the Monkey Rock USATM brand, has successfully started and grown several profitable companies over a ~~business~~30 ~~which~~year ~~specialized~~career inspanning ~~group~~a ~~homes~~variety ~~for~~of ~~individuals~~different ~~with~~industries ~~learning~~including ~~disabilities~~real estate development and construction, healthcare, motorcycle sales and dismantling, motorcycle racing, and freight transport. Since 2004, Mr. Dent ~~founded~~has ~~The~~been ~~Truecare~~an ~~Group~~active investor in ~~1994~~the Jumeriah Private Island in Phuket, and ~~ran~~is also the ~~company~~owner ~~until~~of ~~selling~~The itMansions, a real estate development in ~~2004~~Costa Rica. From ~~Prior~~1994 to ~~his~~2004, ~~involvement~~he instarted ~~The~~and operated Truecare Group, a specialist residential healthcare, for people with learning disabilities and mental health issues. In 2004, he oversaw the sale of the company to a venture capitalist group. From 1984 to1999, Mr. Dent was athe ~~property~~proprietor ~~developer~~of inreal ~~the~~estate ~~United~~construction ~~Kingdom~~companies, and acquired a large real estate portfolio.

~~Mr.~~Matt ~~Chris~~Dent, ~~Edwards~~age 37, ~~Chief~~Director ~~Operating~~(serving ~~Officer~~until September 8, 2011).

~~Chris~~Matt ~~Edwards,~~Dent ~~age~~joined ~~41,~~the isMonkey ~~the~~Rock ~~Chief~~Group’s ~~Operating~~management ~~Officer.~~team Hein 2010 and has a ~~lengthy~~served ~~career~~as ina ~~the~~director ~~leisure~~since ~~industry~~that ~~with~~time. From an2006 ~~emphasis~~until on2010, ~~nightclubs~~Mr. ~~and~~Dent ~~food~~has ~~and~~worked ~~beverage~~with ~~operations.~~his Hefather, ~~has~~John ~~managed~~Dent, ~~some~~on ofvarious real estate projects, including the ~~largest~~Jumeriah ~~and~~Private ~~highest~~Island ~~grossing~~in ~~sector-specific~~Phuket ~~nightclub~~and ~~businesses~~The Mansions in ~~the~~Costa ~~world~~Rica. ~~His~~From ~~experience~~2006 ~~extends~~until ~~into~~2008, ~~leisure~~Mr. ~~space~~Dent ~~design~~operated ~~and~~several ~~construction~~Verano ~~and~~S.L. ~~has~~Mens ~~successfully~~designer ~~built~~clothes shops in Spain. From 2004 until 2006, Mr. Dent operated ~~and~~Hasbrouck ~~sold~~Property ~~his~~Developers, ~~own~~a ~~club~~real estate refurbishment company in ~~Spain~~the ~~prior~~United Kingdom. From 1994 to ~~joining~~2004, Mr. Dent towas ~~build~~operations ~~Monkey~~director ~~Rock~~at ~~USA~~Truecare Group, a specialist healthcare business, where he was responsible for overseeing the refurbishment of new homes for the business and all contractual matters for the residents.

MrThe following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of December 31, 2011. All ~~Matthew~~of ~~Dent~~our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, ~~Director~~or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

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

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

Term of Office

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

Family Relationships

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

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of September 8, 2011.

Name	Age	Position

Dexter Aspacio	36	Chief Executive Officer, Director

Mr. Dexter Aspacio, 36, Current President & CEO

Mr. Aspacio has been an entrepreneur for over 10 years, having been involved in many diverse industries.

Mr. Aspacio registered Nissi Group, Inc. in Arizona as a foreign corporation operating under the name Nissi Mining Co. To date, he has led the company’s efforts to acquire the Los Flores Claims and obtain an approved notice of operations in accordance with 43 CFR 3089. He has conducted and completed several testing and engineering reports as well as obtaining an independent geological and evaluation report. He received a Part 48 certificate of completion for miners training by the ASMI office. In conjunction with MSHA, he completed and met all requirements for the following certifications: Hazard Recognition, Statutory Rights of Miners, Self Rescue and Respiratory Devices, Transport and Communication Systems, Ground Control and Ventilation, Mandatory Health and Safety Standards, Authority and Responsibility of Supervisors & Miners Representatives, Health, Electrical Hazards, First Aid /BBP and CPR, Explosives, and Prevention of Accident.

Audit Committee Financial Expert

Our Board currently acts as our audit committee. We currently do not have a member who qualifies as an “audit committee financial expert,” as defined in Item 401(e) of Regulation S-K and is “independent,” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Our Board is in the process of searching for a suitable candidate for this position.

Employment Agreements

We do not have employment agreement with any of our executive officers and directors.

Family Relationships

During the period covered by this report, there was a family relationship among board members, in that John Dent, the Chief Executive Officer and Director, is the father of Matt Dent, a member of the Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, ~~during~~none ~~the~~of ~~past~~our ~~five~~directors ~~years,~~or ~~none~~executive ofofficers ~~the~~have ~~following~~been ~~occurred~~convicted ~~with~~in ~~respect~~a tocriminal aproceeding, ~~present~~excluding ortraffic ~~former~~violations ~~director,~~or ~~executive~~similar ~~officer~~misdemeanors, or ~~employee:~~has ~~(1)~~been ~~any~~a ~~bankruptcy~~party ~~petition~~to ~~filed~~any byjudicial or ~~against~~administrative ~~any~~proceeding ~~business~~during ofthe ~~which~~past ~~such~~ten ~~person~~years ~~was~~that resulted in a ~~general~~judgment, ~~partner~~decree or ~~executive~~final ~~officer~~order ~~either~~enjoining atthat ~~the~~person ~~time~~from offuture ~~the~~violations ~~bankruptcy~~of, or ~~within~~prohibiting ~~two~~activities ~~years~~subject ~~prior~~ to, ~~that~~federal ~~time;~~or ~~(2)~~state ~~any~~securities ~~conviction~~laws, inor a ~~criminal~~finding ~~proceeding~~of orany ~~being~~violation ~~subject~~of tofederal aor ~~pending~~state ~~criminal~~securities ~~proceeding~~laws, ~~(excluding~~except ~~traffic~~for ~~violations~~matters ~~and~~that ~~other~~were ~~minor~~dismissed ~~offences);~~without ~~(3)~~sanction ~~being~~or ~~subject~~settlement. toExcept ~~any~~as ~~order,~~set ~~judgment~~forth orin ~~decree,~~our ~~not~~discussion ~~subsequently~~below ~~reversed,~~in ~~suspended~~“Certain orRelationships ~~vacated,~~and ofRelated ~~any~~Transactions,” ~~court~~none of ~~competent~~our ~~jurisdiction~~directors, ~~permanently~~director ornominees ~~temporarily enjoining, barring, suspending~~ or ~~otherwise~~executive ~~limiting~~officers ~~his~~has orbeen ~~her~~involved ~~involvement~~ in any ~~type~~transactions ofwith ~~business,~~our ~~securities~~Company or ~~banking~~any ~~activities; and (4) being found by a court~~ of ~~competent~~our ~~jurisdiction~~directors, ~~(in~~executive ~~a civil action)~~officers, ~~the~~affiliates ~~Commission~~ or ~~the~~associates ~~Commodities~~which ~~Futures~~are ~~Trading~~required ~~Commission~~ to ~~have~~be ~~violated~~disclosed apursuant ~~federal~~to orthe ~~state~~rules ~~securities~~and orregulations ~~commodities~~of ~~law, and~~ the ~~judgment~~U.S. ~~has~~Securities ~~not~~and ~~been~~Exchange ~~reversed, suspended or vacated~~Commission.

~~Compliance~~Conflicts ~~with Section 16(A)~~ of ~~the Exchange Act~~Interest

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

Code of Ethics

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

Board of Directors Committees

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

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

Director’s Compensation

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

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

~~Tables~~From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

~~The~~Further, ~~following~~because ~~table~~we ~~provides~~intend ~~summary~~to ~~information~~transact ~~for~~business ~~the~~with ~~years~~some ~~ended~~of ~~2009,~~our ~~2008~~officers, directors and ~~2007~~affiliates, ~~concerning~~as ~~cash~~well ~~and~~as ~~non-cash~~with ~~compensation~~firms ~~paid~~in orwhich ~~accrued~~some byof ~~the~~our ~~Company~~officers, todirectors or onaffiliates ~~behalf~~have ofa ~~(i)~~material interest, potential conflicts may arise between the ~~chief~~respective ~~executive~~interests ~~officer~~of us and ~~(ii)~~these ~~any~~related ~~other~~persons ~~employee~~or entities. We believe that such transactions will be effected on terms at least as favorable to ~~receive~~us ~~compensation~~as those available from unrelated third parties.

Name and principal position		Year		Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)			Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)
Don Gilbreath Former Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director (1)		2009 2008 2007		$ $	0 0		—			—		—			—		—	—		$ $	0 0

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

Item 16(a) Beneficial Ownership Reporting Compliance.

Dexter Aspacio, Director failed to file a Form 3 upon his acquisition of 32,000,000 shares of common stock in connection with the Stock Purchase Agreement dated June 23, 2011. The Form 3 was filed on January 13 2012.

James O. and Christina J. Scott, failed to file a Form 3 upon their acquisition of 25,490,000 shares of common stock in connection with the Stock Purchase Agreement dated June 23, 2011. The Form 3 was filed on January 16, 2012

Item 11. Executive Compensation.

The following table provides summary information for the years ended 2010, 2009, and 2008 and concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Totals ($)

Dexter Aspacio	2010		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Chairman, CEO

Don Gilbreath	2008		0		0		0		0		0		0		0
Former Chief Executive Officer,	2009		0		0		0		0		0		0		0
Chief Financial Officer, Director (1)	2010		0		0		0		0		0		0		0

John Dent	2010		0		0		3,055,000		0		0		0		0
Chairman, Chief Executive Officer,
Chief Financial Officer (2)

Matt Dent	2010		15,000		0		973,250		0		0		0		15,000
Director (3)

Chris Edwards	2010		15,000		0		500,000		0		0		0		15,000
Former Chief Operating Officer (4)

(1)

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

We(2) ~~have~~John noDent ~~“Grants~~resigned offrom ~~Plan-Based~~his ~~Awards,”~~respective ~~“Outstanding~~offices ~~Equity~~and ~~Awards~~directorship atof ~~Fiscal~~the ~~Year-End~~Company,” ~~“Option~~effective ~~Exercises~~September ~~and Stock Vested~~8,” ~~“Pension Benefits,” “Nonqualified Deferred Compensation” or “Post Employment Payments” to report~~2011.

~~ITEM~~(3) ~~12. SECURITY~~Matt ~~OWNERSHIP~~Dent OFresigned ~~CERTAIN~~from ~~BENEFICIAL~~his ~~OWNERS~~respective ~~AND~~offices ~~MANAGEMENT~~and ~~AND~~directorship ~~RELATED~~of ~~STOCKHOLDER~~the ~~MATTERS~~Company, effective September 8, 2011.

~~The~~(4) ~~following~~Chris ~~table~~Edwards ~~sets~~resigned ~~forth~~from ~~certain~~his ~~information~~position ~~concerning~~as ~~the~~Chief ~~ownership~~Operating ofOfficer ~~the~~on ~~Company’s~~January ~~744,640,134 shares of common stock issued and outstanding as of May~~ 3, 2010, with respect to: (i) all officers and directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group2011.

Names of Managers and Beneficial Owners	Title of Class	Number of Shares	Percent of Class
John Dent, Chief Executive Officer, Chairman	Common	433,500,000	58%
Chris Edwards, Chief Operating Officer	Common	85,000,000	11%
Matthew Dent, Director	Common	165,452,500	22%
Paulina Edwards (1)	Common	20,697,500	2%
Officer and Directors as a Group	Common	683,952,500	91%

(1) Paulina Edwards is the wife of Chris Edwards

~~ITEM~~We ~~13. CERTAIN~~have ~~RELATIONSHIPS~~no ~~AND~~“Grants ~~RELATED~~of ~~TRANSACTIONS~~Plan-Based ~~AND~~Awards,” ~~DIRECTOR~~“Outstanding ~~INDEPENDENCE~~Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation” or “Post Employment Payments” to report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information concerning the ownership of the Company’s 153,205,920 shares of common stock issued and outstanding as of January 3, 2012, with respect to: (i) all officers and directors; (ii) each person known by us to be the beneficial owner of more than five percent (5%) of our common stock; and (iii) our directors and executive officers as a group.

Names of Managers and Beneficial Owners	Title of Class	Number of Shares		Percent of Class
Dexter Aspaico, Chief Executive Officer, Chairman	Common		32,000,000		20.92	%
John Dent, former Chief Executive Officer, Chairman (1)	Common		8,155,000		7.56	%*
Matthew Dent, former Director (2)	Common		2,919,750		1.9	%
Global Equity Partners PLC (3)	Common		1,500,000		.01	%
James O. and Christina J. Scott	Common		25,490,000		16.67	%
Officer and Directors as a Group (3 persons)	Common		42,486,515		27.72	%
Jeroen Reidel	Common		7,800,000		5.1	%
Kathleen Glover	Common		12,650,000		8.27	%
Richard Craig	Common		10,000,000		6.53	%

(1)

John Dent resigned from his respective offices and directorship of the Company, effective September 8, 2011.

(2)

Matt Dent resigned from his respective offices and directorship of the Company, effective September 8, 2011.

(3)

Mr. Peter Smith is the President of Global Equity Partners PLC and maintains sole discretion as to the voting and investment decisions of Global Equity Partners PLC.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

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

Director Independence

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

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

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

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

Audit Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval

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

~~PART~~Item IV14. Principal Accountant Fees and Services.

~~ITEM~~Summary ~~15. EXHIBITS~~of ~~AND~~Principal ~~FINANCIAL~~Accountant ~~STATEMENT~~Fees ~~SCHEDULES~~for Professional Services Rendered

~~(a)~~The ~~Financial~~following ~~Statements~~table presents the aggregate fees for professional audit services and other services rendered by Berman, our independent registered public accountants in 2010 and 2009.

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

	Fiscal Year Ended			Fiscal Years Ended
	December 31, 2010			December 31, 2009
Audit and
Audit Related Fees	$	111,963		$	31,218
Tax Fees	$	0		$	0
All Other Fees	$	0	(2)	$	0	(1)

~~Financial~~Item ~~Statements of The Company for the years ended December 31~~15. Exhibits, ~~2009~~Financial ~~and~~Statement ~~2008:~~Schedules.

	Page(s)
Exhibit No.	Description of Exhibit
Report of Independent Registered Public Accounting Firm		F-2
2.1	Share Exchange Agreement, by and among Comcam, Inc., a Delaware corporation, Monkey Rock USA, LLC, a South Dakota limited liability company, and John Dent and Chris Edwards, the members of Monkey Rock USA, LLC, dated February 26, 2010 (as filed as Exhibit 2.1 on Form 8-K, dated March 3, 2010).
Balance Sheets – As of December 31, 2009 and 2008		F-4
10.1	Equity Credit Agreement, by and between Monkey Rock Group, Inc. and Southridge Partners II, LP, dated November 2, 2010 (as filed as Exhibit 10.1 on Form 8-K, dated November 8, 2010).
Statements of Operations –
10.2	Registration Rights Agreement, by and between Monkey Rock Group, Inc. and Southridge Partners II, LP, dated November 2, 2010 (as filed as Exhibit 10.2 on Form 8-K, dated November 8, 2010).
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-5
10.3	Share Purchase Agreement between the Registrant and Nissi Group, Inc. dated June 23, 2011
Statements of Changes in Stockholders’ Deficit –
10.4	Amendment to Agreement dated September 7, 2011
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-6
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Statements of Cash Flows –
31.2	Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-7
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		F-8 - F-18
32.2	Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~(b)~~*Filed ~~Exhibits~~herewith

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

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.

SIGNATURES

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

	COMCAM, INC.
	MONKEY ROCK GROUP, INC.
Dated: May 4, 2010	By:	/s/ John Dent
Dated: January 18, 2012	By:	/s/ Dexter Aspacio
		John Dent, Chief Executive Officer
		Dexter Aspacio
		Chief Executive Officer Chief Financial Officer

~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~21

Signature	Title	Date
/s/ John Dent	Chief Executive Officer, Chief Financial Officer and Director	May 4, 2010
John Dent
/s/ Matthew Dent	Director	May 4, 2010
Matthew Dent

Monkey Rock Group, Inc., and Subsidiary

22Consolidated Financial Statements

~~INDEX~~For TOthe ~~EXHIBITS~~period ended December 31, 2010 and 2009

Exhibit		Description
Report of Independent Registered Public Accounting Firm	2
3(i)(a)*		Certificate of Incorporation dated December 5, 1997 (incorporated by reference to the Form 10-SB filed on September 20, 1999).
Consolidated Balance Sheets	4
3(i)(b)*		Amendment to Certificate of Incorporation dated February 28, 1998 (incorporated by reference to the Form 10-SB filed on September 20, 1999).
Consolidated Statement of Operations	5
3(i)(c)*		Amendment to Certificate of Incorporation dated March 15, 1998 (incorporated by reference to the Form 10-SB filed on September 20, 1999).
Consolidated Statement of Stockholders’ Equity	6
3(i)(d)*		Amendment to Certificate of Incorporation dated June 3, 2002 (incorporated by reference to the Form 10-KSB/A filed on August 8, 2002).
Consolidated Statement of Cash Flows	7 - 8
3(i)(e)*		Amendment to the Certificate of Incorporation dated December 2, 2004 (incorporated by reference to the Form 10KSB/A filed on May 19, 2005).
Notes to the Consolidated Financial Statements	9 - 17
3(ii)*		Bylaws (incorporated by reference to the Form 10-SB filed on September 20, 1999).
4*		Amended and Restated Certificate of Designation, the Number, Powers, Preferences, Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series A Preferred Stock of ComCam, Inc. (incorporated by reference to the Form 8-K dated December 5, 2005).
10(i)*		Asset Purchase Agreement between ComCam, Inc. and HNI, LLC dated February 14, 2007 (incorporated by reference to the Form 8-K, filed with the Commission on February 15, 2007).
10(ii)*		Joinder, Amendment and Consent Agreement between ComCam, Inc., ComCam International, Inc. and HNI, LLC dated September 28, 2007 (incorporated by reference to the Form 10-QSB filed November 14, 2007).
10(iii)*		Amendment Agreement dated February 14, 2008 (incorporated by reference to the Form 10-KSB filed April 14, 2008).
14*		Code of Ethics adopted March 1, 2004 (incorporated by reference to the Form 10-KSB filed April 14, 2004).
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).
99(i)*		Audit Committee Charter adopted January 26, 2005 (incorporated by reference to the Form 10-KSB/A filed May 19, 2005).

* Incorporated by reference to previous filings of the Company.

ComCam, Inc.

(A Development Stage Company)

Financial Statements

December 31, 2009 and 2008

CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets – As of December 31, 2009 and 2008		F-4
Statements of Operations –
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-5
Statements of Changes in Stockholders’ Deficit –
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-6
Statements of Cash Flows –
For the years ended December 31, 2009 and 2008 and for the period from January 1, 1999 (inception) to December 31, 2009		F-7
Notes to Financial Statements		F-8 - F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of:

~~ComCam~~Monkey Rock USA, ~~Inc.~~LLC

We have audited the accompanying balance sheet of ~~ComCam,~~Monkey ~~Inc.~~Rock (aUSA, ~~development~~LLC ~~stage company)~~ as of ~~December~~November 3130, 2009, and the related statements of operations, changes in ~~stockholders~~members’ deficit and cash flows for the period from ~~January~~June 15, ~~1999~~2009 (inception) to ~~December~~November 3130, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of ComCam, Inc. as of December 31, 2008, and for the period from January 1, 1999 (inception) to December 31, 2008, were audited by other auditors; whose report dated March 30, 2009 expressed an unqualified opinion on those financial statements.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~ComCam,~~Monkey ~~Inc.~~Rock (aUSA, ~~development~~LLC ~~stage company)~~ as of ~~December~~November 3130, 2009, and the results of its operations and its cash flows for the period from ~~January~~June 15, ~~1999~~2009 (inception) to ~~December~~November 3130, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss of $41412,~~009~~148 and net cash used in operations of $20377,~~097~~823 for the ~~year~~period ~~ended~~from ~~December~~June 315, 2009. ~~The~~(inception) through November 30, 2009; the Company also has a working capital deficit of $877,967 and a ~~stockholders~~members’ deficit of $61411,~~555~~148 at ~~December~~November 3130, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Berman & Company, P.A.

Boca Raton, Florida

~~April~~February 3022, 2010

551 NW 77th Street Suite 107 ● Boca Raton, FL 33487 Phone: (561) 864-4444 ● Fax: (561) 892-3715 www.bermancpas.com ● info@bermancpas.com Registered with the PCAOB ● Member AICPA Center for Audit Quality Member American Institute of Certified Public Accountants Member Florida Institute of Certified Public Accountants2

~~F-2~~SADLER, GIBB & ASSOCIATES, L.L.C.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

~~ComCam~~Monkey Rock Group, Inc.

~~West~~We ~~Chester~~have audited the accompanying consolidated balance sheets of Monkey Rock Group, ~~Pennsylvania~~Inc., as of December 31, 2010 and 2009, and the related consolidated statement of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2010 and for the period from December 1, 2009 to December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion of the financial statement based on our audits. The related statement of operations, stockholders’ equity (deficit) and cash flows of Monkey Rock USA, LLC., for the period from June 5, 2009 (inception) to November 30, 2009, were audited by other auditors whose report dated February 22, 2010, expressed an unqualified opinion on those statements.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheet~~with the standards of ~~ComCam,~~the ~~Inc.~~Public [aCompany ~~development~~Accounting ~~stage~~Oversight ~~company]~~Board as(United ofStates). ~~December~~Those ~~31,~~standards ~~2008~~require that we plan and perform the ~~related~~audits ~~statements~~to obtain reasonable assurance about whether the financial statement is free of ~~operations~~material misstatement. The Company is not required to have, ~~stockholders'~~nor ~~deficit~~were ~~and~~we ~~cash~~engaged ~~flows~~to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for ~~the~~designing ~~year~~audit ~~ended~~procedures ~~December~~that 31are appropriate in the circumstances, ~~2008~~but ~~and~~not for the ~~period~~purpose ~~from~~of ~~inception~~expressing an opinion on ~~January~~the 1,effectiveness ~~1999~~of ~~through~~the ~~December~~Company’s ~~31,~~internal ~~2008~~control over financial reporting. ~~ComCam~~Accordingly, ~~Inc~~we express no such opinion.’s ~~management~~An isaudit ~~responsible~~also ~~for~~includes ~~these~~examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements., ~~Our~~assessing ~~responsibility~~the isaccounting toprinciples ~~express~~used anand ~~opinion~~significant onestimates ~~these~~made by management, as well as evaluating the overall financial ~~statements~~statement ~~based~~presentation. onWe believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audit~~opinion, ~~in accordance with~~ the ~~standards~~consolidated offinancial ~~the~~statements ~~Public~~referred ~~Company~~to ~~Accounting~~above ~~Oversight~~present ~~Board~~fairly, ~~(United~~in ~~States). Those~~all ~~standards~~material ~~require~~respects, ~~that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial ~~statements~~position ~~are free~~ of ~~material~~Monkey ~~misstatement. The~~Rock ~~Company is not required to have~~Group, ~~nor were we engaged to perform~~Inc., anas ~~audit~~ of ~~its~~December ~~internal~~31, ~~control~~2010 ~~over~~and ~~financial~~2009, ~~reporting. Our~~and ~~audit~~the ~~included~~related ~~consideration~~consolidated statement of ~~internal~~operations, ~~control~~stockholders’ ~~over~~equity ~~financial~~(deficit) ~~reporting~~and ascash aflows ~~basis~~ for ~~designing~~the ~~audit~~years ~~procedures~~ended ~~that~~December ~~are appropriate in the circumstances~~31, ~~but~~2010 ~~not~~and for the ~~purpose~~period offrom ~~expressing~~December ~~an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly~~1, we2009 ~~express~~to noDecember ~~such opinion. An audit includes examining~~31, ~~on a test basis~~2009, ~~evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion,~~consolidated ~~the~~ financial statements ~~referred~~have tobeen ~~above~~prepared ~~present~~assuming ~~fairly,~~that the Company will continue as a going concern. As discussed in ~~all~~Note ~~material~~3 ~~respects,~~to the consolidated financial ~~position of ComCam~~statement, ~~Inc.~~the asCompany ofhas ~~December~~not ~~31,~~yet ~~2008~~established ~~and~~an ~~the~~ongoing ~~results~~source of ~~its~~revenue ~~operations~~sufficient ~~and~~to cover its ~~cash~~operating ~~flows~~costs ~~for~~which ~~the~~raises ~~year~~substantial ~~ended~~doubt ~~December~~about ~~31,~~its ~~2008~~ability ~~and~~to ~~for~~continue ~~the~~as ~~period~~a ~~from~~going ~~inception~~concern. onManagement’s ~~January~~plans 1,concerning ~~1999~~these ~~through~~matters ~~December~~are ~~31,~~also ~~2008,~~described in ~~conformity~~Note ~~with~~3. ~~accounting~~The ~~principles~~consolidated ~~generally~~financial ~~accepted~~statements indo ~~the~~not ~~United~~include ~~States~~any adjustments that might result from the outcome of ~~America~~this uncertainty.

~~The~~/s/ ~~accompanying~~Sadler, ~~financial~~Gibb ~~statements~~& ~~have~~Associates ~~been~~Salt ~~prepared~~Lake ~~assuming ComCam~~City, ~~Inc.~~UT ~~will~~January ~~continue as a going concern. As discussed in Note 2 to the financial statements~~18, ComCam, Inc. has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.2012

~~Salt Lake City, Utah~~3

~~March~~Monkey 30Rock Group, ~~2009~~Inc. and Subsidiary

~~F-3~~Consolidated Balance Sheets

ComCam, Inc.
	December 31,			December 31,
(A Development Stage Company)
	2010			2009
Balance Sheets
ASSETS
December 31, 2009 and 2008
CURRENT ASSETS
	2009			2008
Cash	$	-		$	14,010
Assets
Inventory		-			21,278
Current Assets
Prepaid fees and services		5,000			29,275
Cash	$	51,004		$	2,414
Total Current Assets		5,000			64,563
Related party receivable		-			2,120
Property and Equipment		-			99,960
Total Current Assets		51,004			4,534
Liquor License		-			365,000
Total Assets	$	51,004		$	4,534
Total Other Assets		-			464,960
Liabilities and Stockholders' Deficit
TOTAL ASSETS	$	5,000		$	529,523
Current Liabilities
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	43,872		$	25,080
CURRENT LIABILITIES
Loan payable - related party		18,687			-
Bank overdraft	$	6,815		$	-
Deposit		50,000			-
Accounts payable and accrued expenses		229,845			77,596
Total Current Liabilities		112,559			25,080
Unearned revenue		-			1,000
Stockholders' Deficit
Accrued interest payable		1,030			-
Preferred stock, $0.0001 par value; 20,000,000 shares authorized;
Accrued interest payable - related party		71,502			23,706
none issued and outstanding		-			-
Loans payable - related party		963,995			827,016
Common stock, $0.0001 par value, 750,000,000 shares authorized;
Loans payable - Asher		50,000			-
1,058,707 and 470,472 shares issued and outstanding		106			47
Loan payable - liquor license		50,000			50,000
Additional paid-in capital		7,374,391			7,374,450
Derivative liability		76,629			-
Deficit accumulated during the development stage		(7,436,052	)		(7,395,043	)
TOTAL LIABILITIES		1,449,816			979,318
Total Stockholders' Deficit		(61,555	)		(20,546	)
STOCKHOLDERS' DEFICIT
Total Liabilities and Stockholders' Deficit	$	51,004		$	4,534
Preferred stock, $0.0001 par value, 20,000,000 authorized; none issued and outstanding
Common stock, $0.0001 par value, 750,000,000 authorized; 16,330,920 and 7,700,000 issued and outstanding respectively		1,634			770
Additional paid-in capital		4,117,675			230
Accumulated deficit		(5,564,125	)		(450,795	)
Total Stockholders' Deficit		(1,444,816	)		(449,795	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,000		$	529,523

See accompanying notes to consolidated financial statements

F-4

~~ComCam~~Monkey Rock Group, Inc. and Subsidiary

(AConsolidated ~~Development~~Statements ~~Stage~~of ~~Company)~~Operations

Statements of Operations

				For the Period
				June 5, 2009
	Year Ended			(Inception) to
	December 31,			December 31,
	2010			2009

REVENUE	$	650,278		$	386,294

Cost of Revenue		143,682			295,608

Gross Profit		506,596			90,686

OPERATING EXPENSES

Compensation expense		4,065,243			-
Depreciation expense		-			1,858
Rent expense		193,395			15,417
General and administrative		877,748			518,497

Total Operating Expenses		5,136,386			535,772

NET LOSS FROM OPERATIONS		(4,629,790	)		(445,086	)

OTHER INCOME (EXPENSE)

Interest expense		(149,273	)		(5,709	)
Loss on disposal of assets		(156,754	)		-
Impairment loss		(350,000	)		-
Other income		4,500			-
Gain on derivative liability		22,388			-
Gain on conversion of debt		145,599			-
Total Other Income (Expense)		(483,540	)		(5,709	)

NET LOSS BEFORE TAXES		(5,113,330	)		(450,795	)

Provision for income taxes		-			-

NET LOSS	$	(5,113,330	)	$	(450,795	)

PER SHARE DATA:

Basic and diluted income (loss) per common share	$	(0.45	)	$	(0.06	)

Weighted average number of common shares outstanding		11,368,155			7,700,000

							For the Period
	For the Years Ended						from January 1, 1999
	December 31,			December 31,			(Inception) to
	2009			2008			December 31, 2009
General and administrative expenses	$	41,009		$	30,046		$	71,055
Loss from continuing operations		(41,009	)		(30,046	)		(71,055	)
Loss from discontinued operations		-			-			(7,364,997	)
Net loss	$	(41,009	)	$	(30,046	)	$	(7,436,052	)
Net loss per common share - basic and diluted	$	(0.09	)	$	(0.06	)
Weighted average number of common shares outstanding during the period - basic and diluted		470,472			470,472

See accompanying notes to consolidated financial statements

F-5

~~ComCam~~Monkey Rock Group, Inc. and Subsidiary

(AConsolidated ~~Development~~Statements ~~Stage~~of ~~Company)~~Stockholders' Deficit

Statements of Changes in Stockholders' Deficit

	Common Stock				Additional
	Par Value = $0.0001				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance - June 5, 2009 (inception)		7,700,000	$	770	$	230		$	-		$	1,000

Net Loss for the period ended December 31, 2009		-		-		-			(450,795	)		(450,795	)

Balance - December 31, 2009		7,700,000		770		230			(450,795	)		(449,795	)

Recapitalization		1,058,707		106		(1,021	)		-			(915	)

Stock for conversion of debt		100,000		11		4,391			-			4,402

Stock issued for services - June 25, 2010		7,372,213		737		4,093,085			-			4,093,822

Stock issued for cash - December 23, 2010		100,000		10		20,990			-			21,000

Net Loss for the period ended December 31, 2010		-		-		-			(5,113,330	)		(5,113,330	)

Balance - December 31, 2010		16,330,920		1,634		4,117,675			(5,564,125	)		(1,444,816	)

~~Period~~See ~~from~~accompanying ~~January~~notes ~~1, 1999 (Inception)~~ to ~~December~~consolidated ~~31,~~financial ~~2009~~statements

																Deficit accumulated during the development stage
	Par Value = $0.0001						Par Value = $0.0001												Total Stockholder' Deficit
	Preferred Stock						Common Stock						Additional
Description	Shares			Amount			Shares			Amount			Paid in Capital
		-			-			-			-			-			-			-
Issued common stock for cash at $0.0001 per share, 1/1//99		-		$	-			20,982		$	2		$	784,992		$	-		$	784,994
Net loss for the period ended 12/31/99		-			-			-			-			-			(787,169	)		(787,169	)
Balance 12/31/99		-			-			20,982			2			784,992			(787,169	)		(2,175	)
Issued common stock for cash at $0.0001 per share		-			-			4,997			0			734,087			-			734,087
Issued common stock for services at $0.0001 per share		-			-			639			0			137,041			-			137,041
Net loss for the year ended 12/31/00		-			-			-			-			-			(802,538	)
Balance 12/31/00		-			-			26,618			3			1,656,121			(1,589,707	)		66,416
Issued common stock for cash at $0.0001 per share, 1/1		-			-			276			0			25,440			-			25,440
Net loss for the year ended 12/31/01		-			-			-			-			-			(229,772	)
Balance 12/31/01		-			-			26,894			3			1,681,561			(1,819,479	)		(137,915	)
Other Comprehensive income-cumulative foreign currency translation adjustment		-			-			-			-			-			1,668			1,668
Acquisition of Bullet Environmental Technologies, Inc.		-			-			47,905			5			(522,791	)		-			(522,786	)
Issued common stock for cash at $0.0001 per share		-			-			6,471			1			274,999			-			275,000
Issued common stock for services at $0.0001 per share		-			-			17,647			2			899,998			-			900,000
Issued common stock for accounts payable at $0.0001 per share		-			-			1,176			0			51,000			-			51,000
Issued common stock for exercise of stock options at $0.0001 per share		-			-			794			0			33,750			-			33,750
Issuance of stock options for services		-			-			-			-			109,831			-			109,831
Net loss for the year ended 12/31/02		-			-			-			-			-			(1,697,154	)		(1,697,154	)
Balance 12/31/02		-			-			100,887			10			2,528,348			(3,514,965	)		(986,606	)
Other Comprehensive income-cumulative foreign currency translation adjustment		-			-			-			-			-			(3,344	)		(3,344	)
Issued common stock for cash at $0.0001 per share		-			-			47			0			2,000			-			2,000
Issued common stock for services at $0.0001 per share		-			-			11,765			1			89,999			-			90,000
Issued common stock for accounts payable at $0.0001 per share		-			-			14,428			1			346,668			-			346,670
Issued common stock for related party payable at $0.0001 per share		-			-			1,082			0			46,000			-			46,000
Issued common stock for notes payable at $0.0001 per share		-			-			1,765			0			75,000			-			75,000
Net loss for the year ended 12/31/03		-			-			-			-			-			(649,912	)		(649,912	)
Balance 12/31/03		-			-			129,974			13			3,088,016			(4,168,221	)		(1,080,192	)
Other Comprehensive income-cumulative foreign currency translation adjustment		-			-			-			-			-			1,676			1,676
Issued common stock for cash at $0.0001 per share		-			-			29,412			3			132,597			-			132,600
Issued common stock for exercise of stock options at $0.0001 per share		-			-			27,618			3			200,785			-			200,788
Issued common stock for services at $0.0001 per share		-			-			47,616			5			318,835			-			318,840
Issued common stock for accounts payable at $0.0001 per share		-			-			47,355			5			298,207			(188,208	)		110,004
Issued common stock for deferred compensation at $0.0001 per share		-			-			44,284			4			188,204			-			188,208
Issued common stock for finders fee at $0.0001 per share		-			-			2,118			0			(0	)		-			-
Stock option compensation		-			-			-			-			167,626						167,626
Net loss for the year ended 12/31/04		-			-			-			-			-			(608,206	)		(608,206	)
Balance 12/31/04		-			-			328,376			33			4,394,269			(4,962,959	)		(568,657	)
Conversion of common stock to Series A preferred stock		4,100,000			410			(48,235	)		(5	)		(405	)		-			-
Conversion of common stock options and warrants to
Series A preferred stock		231,500			23			-			-			13,867			-			13,890
Issued preferred stock for services at $0.0001 per share		5,250,000			525			-			-			314,475			-			315,000
Issued common stock for cash at $0.0001 per share		-			-			25,490			3			69,997			-			70,000
Issued common stock for debt at $0.0001 per share		-			-			45,059			5			118,995			-			119,000
Deferred compensation earned		-			-			-			-			-			188,208			188,208
Issuance of common stock warrants		-			-			-			-			130,305			-			130,305
Net loss for the year ended 12/31/05		-			-			-			-			-			(1,359,575	)		(1,359,575	)
Balance 12/31/05		9,581,500			958			350,690			35			5,041,504			(6,134,326	)		(1,091,829	)
Conversion of Series A preferred stock to common stock		(4,000,000	)		(400	)		47,059			5			395			-			-
Issued common stock for cash at $0.0001 per share		-			-			7,059			1			16,749			-			16,750
Net loss for the period ended 12/31/06		-			-			-			-			-			(815,944	)		(815,944	)
Balance 12/31/06		5,581,500			558			404,807			40			5,058,649			(6,950,270	)		(1,891,022	)
Conversion of Series A preferred stock to common stock as of 6/29/07		(5,581,500	)		(558	)		65,665			7			552			-			-
Dividend of 100% of subsidiary		-			-			-			-			2,315,250			-			2,315,250
Net loss for the period ended 12/31/07		-			-			-			-			-			(414,728	)		(414,728	)
Balance 12/31/07		-			-			470,472			47			7,374,450			(7,364,997	)		9,500
Net loss for the period ended 12/31/08		-			-			-			-			-			(30,046	)
Balance 12/31/08		-			-			470,472			47			7,374,450			(7,395,043	)		(20,546	)
Issued common stock for cash at $0.0001 per share		-			-			588,235			59			(59	)		-			-
Net loss for the period ended 12/31/09		-			-			-			-			-			(41,009	)		(41,009	)
Balance 12/31/09		-		$	-			1,058,707		$	106		$	7,374,391		$	(7,436,052	)	$	(61,555	)

~~F-6~~Monkey Rock Group, Inc. and Subsidiary

Consolidated Statements of Cash Flows

				For the Period			~~For the Period~~
	For the Years Ended						from January 1, 1999
				June 5, 2009
	December 31,			December 31,			(Inception) to
	Year Ended			(Inception) to
	2009			2008			December 31, 2009
	December 31,			December 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
	2010			2009
Net loss	$	(41,009	)	$	(30,046	)	$	71,055
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)		(5,113,330	)	$	(450,795	)
Changes in operating assets and liabilities:
Adjustments to reconcile net income (loss) to net cash from operating activities:
Decrease (increase) in related party receivable		2,120			(2,120	)		-
Depreciation and amortization					9,419
Increase in accounts payable		18,792			25,080			43,872
Expenses paid by related party on behalf of the Company		68,783			-
Net Cash Used In Continuing Operating Activities		(20,097	)		(7,086	)		(27,183	)
Shares issued for services		4,093,822			-
Net Cash Used in Discontinued Operating Activities		-			-			(4,131,090	)
Loss on disposal of assets		145,513			-
Net Cash Used in Operating Activities		(20,097	)		(7,086	)		(4,158,273	)
Impairment of liquor license		365,000			-
CASH FLOWS FROM INVESTING ACTIVITIES:
Gain on derivative liability		(22,388	)		-
Net Cash Used in Discontinued Investing Activities		-			-			(59,617	)
Gain on conversion of debt		(145,598	)		-
Net Cash Used in Investing Activities		-			-			(59,617	)
Changes in Operating Assets and Liabilities:
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		6,814			-
Deposit - share purchase		50,000			-			50,000
Inventory		-			(21,278	)
Loan payable - related party		18,687			-			18,687
Prepaid fees and service		-			(29,275	)
Net Cash Provided by Continuing Financing Activities		68,687			-			68,687
Accounts payable		151,335			77,596
Net Cash Provided by Discontinued Financing Activities		-			-			4,200,207
Unearned revenue		(1,000	)		1,000
Net Cash Provided By Financing Activities		68,687			-			4,268,894
Accrued interest payable		5,030			1,679
Net Increase (decrease) in Cash		48,590			(7,086	)		51,004
Accrued interest payable - related party		43,796			22,027
Cash - Beginning of Year/Period		2,414			9,500			-
Derivative liability		99,017			-
Cash - End of Year/Period	$	51,004			2,414		$	51,004
Net cash from operating activities		(303,206	)		(389,627	)
SUPPLEMENTAL CASH FLOW INFORMATION:
INVESTING ACTIVITIES
Cash paid during the Year/Period for:
Purchase of property and equipment		-			(109,379	)
Income taxes	$	-		$	-		$	-
Purchase of liquor license		-			(315,000	)
Interest	$	-		$	-		$	-
Net cash from investing activities		-			(424,379	)
FINANCING ACTIVITIES
Proceed from notes payable - related party		425,440			929,328
Proceeds from notes payable		100,100			-
Proceeds from convertible notes payable		150,000			-
Repayments of notes payable - related party		(357,244	)		(102,312	)
Repayment of notes payable		(50,100	)		-
Proceeds from the issuance of member units		-			1,000
Proceeds from the issuance of stock		21,000			-
Net cash from financing activities		289,196			828,016
NET CHANGE IN CASH	$	(14,010	)		14,010
CASH AT BEGINNING OF PERIOD		14,010			-
CASH AT END OF PERIOD	$	-		$	14,010

See accompanying notes to consolidated financial statements

F-7

~~ComCam~~Monkey Rock Group, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Continued)

(A Development Stage Company)

SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid for interest	$	-	$	2,006
Cash paid for income taxes	$	-	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES

Note issued in connection with liquor licenses purchase	$	10,000	$	-
Note issued in connection with financing of liquor licenses purchase		-		50,000
Liabilities of ComCam, Inc., assumed in exchange for the issuance of common stock		915		-

~~Notes~~See accompanying notes to ~~Financial~~consolidated ~~Statements~~financial statements

~~December 31, 2009 and 2008~~8

~~Note~~Monkey 1Rock ~~Nature~~Group, ofInc. ~~Operations~~ and ~~Summary of Significant Accounting Policies~~Subsidiary

~~Nature~~Notes ofto ~~Operations~~the Consolidated Financial Statements

~~ComCam,~~December ~~Inc. (the “Company”)~~31, ~~was~~2010 ~~incorporated~~and in the State of Delaware on January 1, 1999. The Company’s office is located in West Chester, Pennsylvania. See Note 3 for discussion of former entity, which was reported as a discontinued operation.2009

~~The~~NOTE ~~Company~~1 is– inNATURE ~~the~~OF development stage and never fully developed or implemented its business plan after recording discontinued operations in 2007 (See Note 3). The Company’s planned to seek a strategic partner for a merger or acquisition. Monkey Rock USA, LLC. (“MR”), a South Dakota Limited Liability Company, acquired the Company in a reverse recapitalization on February 26, 2010 (See Note 9).OPERATIONS

Monkey Rock Group, Inc. formerly ComCam, Inc., (“The Company”) was incorporated in the State of Delaware on January 1, 1999. Monkey Rock USA, LLC , a limited liability company organized in the State of South Dakota on June 5, 2009, was acquired by the Company in a reverse merger on February 26, 2010 (Note 5). On March 5, 2010, the Company changed its name to Monkey Rock Group, Inc.

The Company through Monkey Rock USA, LLC was formerly involved in food, beverage and entertainment venues within the motorcycle rally Industry. The Company has discontinued such activities to pursue its gold mining interests (Note 10).

The Company maintained a calendar December 31, year-end, whereas, the Monkey Rock USA LLC maintained a November 30, year-end. In connection with the reverse recapitalization, the Monkey Rock USA, LLC elected to change its year-end to December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for financial information and with the instructions to Form 10-K and Article 10 of Regulation S-X.

The accompanying financial statements have been presented according to standards for reverse merger accounting on a consolidated basis. All intercompany accounts have been eliminated.

Risks and Uncertainties

The Company operates in an industry that is subject to rapid change. The Company's operations ~~will~~are be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks ~~associated with a development stage company~~, including the potential risk of business failure.

Use of Estimates

Such estimates for the ~~year~~period ended December 31, ~~2009~~2010 and ~~2008~~2009, and assumptions affect, among others, the following: estimated useful lives for property and equipment; and potential obsolescence and impairment of inventory, property and equipment and liquor license.

● estimated valuation allowance for deferred tax assets, due to continuing losses

~~Cash and Cash Equivalents~~Inventory

~~The~~Inventory ~~Company~~consists ~~considers~~of ~~all~~finished ~~highly~~goods, ~~liquid~~principally ~~instruments~~consisting ~~purchased~~of ~~with~~beverages aand ~~maturity~~t-shirts. ofInventory ~~three~~is ~~months~~stated orat ~~less~~the ~~and~~lower ~~money~~of cost or market, ~~accounts~~determined toby bethe ~~cash~~first-in, ~~equivalents~~first-out (FIFO) method. ~~The~~ ~~Company~~As ~~had~~of December 31, 2010 the Company no ~~cash~~longer ~~equivalents~~carries any inventory as the Company has discontinued all activities related to sales of food and beverage at ~~December~~entertainment ~~31,~~venues. ~~2009~~After sustaining two consecutive years of losses from pursuing revenues at motorcycle rallies the Company determine to discontinue such pursuits and ~~2008~~search for a suitable business.

~~F-8~~9

~~ComCam~~Monkey Rock Group, Inc. and Subsidiary

(ANotes ~~Development~~to ~~Stage~~the ~~Company)~~Consolidated Financial Statements

~~Notes~~December to31, ~~Financial~~2010 ~~Statements~~and 2009

~~December~~NOTE ~~31,~~2 ~~2009~~– ~~and~~SUMMARY ~~2008~~OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~The~~Intangible Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2009 and 2008, there were no balances that exceeded the federally insured limit.Assets

Valuation of intangible assets include significant estimates and assumptions such as estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the successful completion of projects, continuation of customer relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired. As of December 31, 2010 the Company fully impaired the carrying value of the liquor license as the Company discontinued its activities related to the sales of alcoholic beverages. Intangible Assets as follows:

	December 31,		December 31,
	2010		2009

Liquor License	$	-0-	$	365,000

Revenue Recognition

Revenue is recognized at point of sale, with no further obligation for the following:

-	Food and beverage products
-	Vendor booth space
-	Sponsorships
-	Apparel

The Company reports revenue net of sales and use taxes collected from customers and are remitted to governmental taxing authorities.

License and Event Agreement

The Company entered into an Agreement for the presentation of a music festival (“Event”) during the 70th Annual Sturgis Rally 2010 from August 9, 2010 through August 13, 2010. The Company granted the Licensee the right to present the Event on the Company’s leased property in Sturgis, South Dakota. The Company also agreed to operate the Event.

The Company has accounted for all transactions associated with the Event and has expensed the licensee’s portion of the Event.

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. The Company expensed approximately $31,000 in advertising costs in 2010 and for the period from June 5, 2009 (inception) to December 31, 2009, the Company expensed approximately $89,000.

Share Based Payments

~~Generally~~The Company adopted ASC 718, ~~all~~“Stock ~~forms~~Compensation”, ofupon inception at August 13, 2009. Under ASC 718, all share-based payments to employees, including ~~stock~~grants ~~option~~of ~~grants~~employee stock options, ~~restricted~~are ~~stock~~to ~~grants~~be ~~and~~recognized ~~stock~~in ~~appreciation~~the ~~rights,~~income ~~are~~statement ~~measured~~based aton their fair ~~value~~values on the ~~awards~~award’ grant date, ~~and~~ based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a ~~component~~compensation ~~of general and administrative~~ expense.

~~Earnings per share~~10

Monkey Rock Group, Inc. and Subsidiary

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

~~Since~~The ~~the~~ Company reflected a net loss infor ~~2009~~the period ended December 31, 2010 and ~~2008~~for the period from inception (June 5, ~~respectively~~2009) through the period ended December 31, 2009 and the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. ATherefore, separate computation of diluted earnings (loss) per share is not presented.

On March 5, 2010, the Company executed a 1-for-85 reverse stock split,. All ~~all~~ share and per share amounts have been retroactively restated.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

F-9

ComCam, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2009 and 2008, the Company did not record any liabilities for uncertain tax positions.

Fair Value of Financial Instruments

The ~~carrying~~Company ~~amounts~~adopted ofASC 820 which defines fair value as the ~~Company’s~~price ~~short-term~~that ~~financial~~would ~~instruments,~~be ~~including~~received ~~accounts~~to ~~payable,~~sell ~~loans~~an ~~payable~~asset –or ~~related~~paid ~~party~~to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and ~~deposit,~~creates ~~approximate~~a fair value ~~due~~hierarchy in order to increase the ~~relatively~~consistency ~~short~~and ~~period~~comparability toof ~~maturity~~fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for ~~these~~items ~~instruments~~measured at fair value.

The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Pronouncements

In ~~April 2009~~February 2010, the FASB issued ~~guidance~~ASU ~~now~~No. ~~codified~~2010-09, as“Subsequent ~~FASB~~Events (ASC Topic ~~820~~855), ~~“Fair~~Amendments ~~Value~~to ~~Measurements~~Certain Recognition and ~~Disclosures,~~Disclosure Requirements.” ~~which~~This ~~amends~~Standard ~~previous~~update ~~guidance~~requires a SEC Filer to ~~require~~(1) ~~disclosures~~evaluate ~~about~~subsequent ~~fair~~events ~~value~~through ofthe date that the financial ~~instruments~~statements inare ~~interim~~issued asor ~~well~~available to be issued, (2) defines “SEC Filer” as ~~annual~~an entity that is required to file or furnish its financial statements inwith either the ~~current~~SEC ~~economic~~or, ~~environment.~~with ~~This~~respect ~~pronouncement~~to ~~was~~an ~~effective~~entity ~~for~~subject ~~periods~~to ~~ending~~Section ~~after~~12(i) ~~June 15,~~of ~~2009.~~the ~~The~~Securities ~~adoption~~Exchange Act of ~~this~~1934, ~~pronouncement~~as ~~did~~amended, ~~not~~the ~~have~~appropriate aagency ~~material~~under ~~impact~~that onSection, (3) not be bound to disclosing the ~~Company’s~~date ~~business~~through which subsequent events have been evaluated, ~~financial~~(4) ~~condition~~note orthe ~~results~~definition of ~~operations;~~public ~~however,~~entity ~~these~~is ~~provisions~~not oflonger ~~FASB~~defined ~~ASC~~nor necessary for Topic ~~820~~855, ~~resulted~~(5) innote ~~additional~~the ~~disclosures~~scope ~~with~~of ~~respect~~the reissuance disclosure requirements is refined to ~~the~~include ~~fair~~revised ~~value~~financial ofstatements only. These Updates are effective for interim or annual periods ending after June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial ~~instruments~~position, statement of operations, or cash flows at this time.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.11

InMonkey ~~June 2009,~~Rock ~~the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105~~Group, ~~“Generally Accepted Accounting Principles,” as the single source of authoritative non-governmental U~~Inc.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.Subsidiary

~~F-10~~Notes to the Consolidated Financial Statements

~~ComCam~~December 31, ~~Inc.~~2010 and 2009

(ANOTE ~~Development~~2 ~~Stage~~– ~~Company~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Notes~~Recent toAccounting ~~Financial~~Pronouncements ~~Statements~~(Continued)

~~December~~In 31January 2010, ~~2009~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-06, “Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 amends ASC 820, “Fair Value Measurements” ("ASC 820") to require a number of additional disclosures regarding fair value measurements. The amended guidance requires entities to disclose the amounts of significant transfers between Level 1 and ~~2008~~Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfers in or out of Level 3, and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. The ASU also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements.

InThe ~~January~~amended ~~2010, the Financial Accounting Standards Board ("FASB") issued updated~~ guidance towas ~~amend~~effective the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for ~~these~~financial ~~transfers)~~periods ~~and~~beginning ~~the~~after ~~reasons~~December ~~for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases~~15, ~~sales~~2009, ~~issuances~~except and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement ~~for entities~~ to disclose ~~information about both the valuation techniques and inputs used in estimating~~ Level 2 ~~and Level~~ 3 ~~fair~~transactions value measurements. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which ~~will~~becomes ~~become~~ effective for ~~the~~financial ~~Company~~periods ~~with~~beginning ~~the~~after ~~interim~~December ~~and annual reporting period beginning January 1~~15, ~~2011~~2010. ~~The~~ASU ~~Company~~2010-06 ~~will~~did not ~~be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not~~ have a ~~material~~significant effect on the Company'’s consolidated financial ~~statements~~position or results of operations.

~~Note~~NOTE 23 ~~Going~~– ~~Concern~~GOING CONCERN

AsThe ~~reflected~~Company inhad ~~the~~an ~~accompanying~~accumulated ~~financial~~deficit ~~statements~~of $5,564,124 and working capital deficit of $1,444,816 as of December 31, 2010. The ability of the Company ~~has~~to continue as a ~~net~~going ~~loss~~concern ofis ~~$41,009~~dependent ~~and~~on ~~net~~Management's ~~cash~~plans, ~~used~~which ininclude ~~operations~~potential ofasset ~~$20~~acquisitions,~~097~~ ~~for~~mergers ~~the~~or ~~year~~business ~~ended~~combinations ~~December~~with 31other entities, ~~2009~~further implementation of its business plan and continuing to raise funds through debt or equity raises. The Company ~~also~~will ~~has~~likely acontinue ~~working~~to ~~capital~~rely ~~deficit~~upon ~~and~~related aparty ~~stockholders’~~debt ~~deficit~~or ofequity ~~$61,555~~financing atin ~~December~~order ~~31,~~to ~~2009~~ensure the continuing existence of the business. The Company iscurrently inhas ~~the~~a ~~development~~due ~~stage~~on ~~and~~demand note with its Chief Executive Officer who has verbally agreed not ~~yet~~to ~~generated~~demand ~~any~~payment ~~revenues~~until the Company has become self-sustaining.

The ~~Company~~accompanying ~~anticipates~~audited ~~that~~consolidated itfinancial ~~will~~statements ~~continue~~have tobeen ~~generate~~prepared ~~significant~~on ~~losses~~a ~~from~~going ~~operations~~concern inbasis, which contemplates the ~~near~~realization ~~future.~~of ~~The~~assets ~~Company~~and ~~believes~~the ~~its~~satisfaction ~~current~~of ~~available~~liabilities ~~cash,~~in ~~along~~the ~~with~~normal ~~anticipated~~course ~~revenues,~~of ~~may~~business. beThese ~~insufficient~~financial tostatements ~~meet~~do ~~its~~not ~~cash~~include ~~needs~~any ~~for~~adjustments relating to the ~~near~~recovery ~~future. There~~of ~~can~~the berecorded noassets ~~assurance~~or ~~that~~the ~~financing~~classification ~~will~~of the liabilities that might be ~~available~~necessary inshould ~~amounts~~the orCompany ~~terms~~be ~~acceptable~~unable to ~~the~~continue ~~Company,~~as ifa atgoing ~~all~~concern.

~~The~~In ~~ability~~response ~~of the Company~~ to ~~continue~~these ~~its operations was dependent on Management's plans~~problems, ~~which~~management ~~included~~has ~~the~~taken raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations were sufficient to fund working capital requirements. The Company may have needed to incur additional liabilities with certain related parties to sustain the ~~Company’s~~following ~~existence. See Note 9 regarding change in control.~~actions:

~~The~~- ~~accompanying~~seeking ~~financial~~additional ~~statements~~third ~~have~~party ~~been~~debt ~~prepared~~and/or onequity ~~a going concern basis~~financing, ~~which~~- ~~contemplates~~continue ~~the~~with ~~realization of assets and~~ the ~~satisfaction~~implementation of ~~liabilities in~~ the ~~normal course of~~ business~~. These~~ ~~financial~~plan, ~~statements~~- dogenerate ~~not~~new ~~include~~sales ~~any~~from ~~adjustments~~additional ~~relating~~venues; toand ~~the~~- ~~recovery~~allocate ofsufficient ~~the~~resources ~~recorded assets or the classification of the liabilities that might be necessary should the Company be unable~~ to continue aswith aadvertising ~~going~~and ~~concern.~~marketing efforts

~~F-11~~NOTE 4 – PROPERTY AND EQUIPMENT

~~ComCam~~As of December 31, ~~Inc~~2010 the Company had written down the carrying value of all property and equipment to zero. The Company depreciates property and equipment on a straight-line basis over the estimated useful life. The Company’s property and equipment was impounded by the Company’s landlord due to non-payment of the Company’s office lease. At December 31, 2010 and 2009 Property and Equipment were as follows:

~~(A Development Stage Company)~~12

~~Notes~~Monkey toRock ~~Financial~~Group, ~~Statements~~Inc. and Subsidiary

~~December~~Notes ~~31,~~to ~~2009~~the ~~and~~Consolidated ~~2008~~Financial Statements

~~Note~~December 331, ~~Discontinued~~2010 ~~Operations~~and 2009

~~Effective~~NOTE ~~December~~4 ~~28,~~– ~~2007,~~PROPERTY ~~the~~AND ~~Company~~EQUIPMENT ~~issued a dividend of 100% of the shares of its wholly owned subsidiary, ComCam International, Inc.~~ (~~“ComCam International”~~CONTINUED)~~, to the Company’s shareholders on a pro-rata basis. Shareholders received one share of the subsidiary’s common stock for every twenty shares of the Company’s common stock held.~~

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

	December 31,		December 31,			Useful
	2010		2009			Life
Computer Equipment		-0-		1,544		5
Furniture and Fixtures		-0-		5,992		5
Machinery and Equipment		-0-		3,784		5
Staging and Seating		-0-		74,260		5
Vehicles		-0-		23,800		5
		-0-		109,380
Less: Accumulated Depreciation		-0-		(9,420	)
Property and Equipment, Net		-0-		99,960

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

NOTE 5 – SHARE PURCHASE AGREEMENT

~~F-12~~On December 31, 2009, the Company, formerly ComCam, Inc., issued 588,235 shares of common stock to an individual, for a $50,000 deposit, in a transaction that was formally closed on January 6, 2010 to effect a change in control and subsequent reverse merger with Monkey Rock USA, LLC, a private operating company. The remaining $150,000 of the $200,000 purchase price, net of a $15,000 finder’s fee, was received on January 8, 2010, which resulted in the completion of the sale of ComCam, Inc., to Monkey Rock USA, LLC.

~~ComCam~~On February 26, ~~Inc~~2010, the Company entered into an Agreement to issue the remaining 7,701,765 shares of its common stock, par value $0.0001 per share. These 7,701,765 shares represented 87.91% of the then issued and outstanding stock of the Company. The historical financial statements of the Company are those of Monkey Rock USA, LLC, and of the consolidated entities.

(ANOTE ~~Development~~6 ~~Stage~~– ~~Company)~~NOTES PAYABLE

Notes toPayable ~~Financial~~– ~~Statements~~Related Parties

The Company received various advances from and made various repayments to its Chief Executive Officer during the period from June 5, 2009 (inception) through December 31, ~~2009~~2010. The balance of the notes bear interest at 7%, are unsecured and ~~2008~~due on demand. The balance of the notes due were $963,995 and $827,016 at December 31, 2010 and 2009, respectively.

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

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

On January 29, 2010, the Company issued a convertible debenture for $150,000 to a third party. The debenture was non-interest bearing. Upon completion of the Reverse Merger (February 26, 2010), the principal amount of the debenture automatically converted into 100,000 shares of the Company’s common stock at a conversion price of $1.50 per share. In connection with the issuance of this convertible debt instrument, the Company determined that no beneficial conversion feature existed since the exercise price exceeded the market price on the date of conversion. The Company recorded a gain on conversion of $145,599 as of the year ended December 31, 2010.

~~Convertible~~On ~~Debenture~~September ~~and~~28, ~~Embedded~~2010, ~~Derivative~~the Company issued an 8% nine month convertible debenture for $50,000 to ~~HNI~~a third party. In connection with the issuance of this convertible debt instrument, ~~LLC~~the Company determined the value of beneficial conversion feature to be $99,017 at September 28, 2010 which was recorded an expense in connection with the issuance. At December 31, 2010 the Company reduced the derivative liability to $76,629 and recorded a gain on derivative liability of $22,388.

During the year ended December 31, 2007, a convertible debenture was transferred from the Company to ComCam International. Details related to the convertible debenture are discussed below as they were when initiated by the Company.13

OnMonkey ~~February~~Rock 14Group, ~~2007, the Company issued a Convertible Debenture (the Debenture) to HNI, LLC~~Inc. ~~The Debenture, as amended, accrues interest at 7%~~ and ~~was convertible into a variable number of shares. The per share conversion rate is defined as 30% off the most recent closing bid price on the date that the Company receives notice of conversion.~~Subsidiary

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

~~F-13~~December 31, 2010 and 2009

~~ComCam,~~NOTE ~~Inc.~~6 – NOTES PAYABLE (CONTINUED)

~~(A Development Stage Company)~~Other

~~Notes~~On June 2, 2009, the Company executed a promissory note with the seller of the liquor license for $50,000. This loan bears interest at 8%, is unsecured and was due September 2, 2010. In lieu of full payment on September 2, 2010, the Company elected to ~~Financial~~pay ~~Statements~~an additional $10,000 inducement fee to extend the due date of the promissory note to September 2, 2011. The Company has since abandoned selling alcoholic beverages and has fully impaired the carrying value of the purchased liquor license. Through a legal proceeding in June 2011, the Company lost legal ownership of the liquor license to a third party entity. The seller of the liquor license has not released the Company from its obligation on this note which is in default.

~~December~~NOTE ~~31,~~7 ~~2009~~– ~~and~~INCOME ~~2008~~TAXES

~~Embedded~~The ~~Derivative~~Company’s provision for income taxes was $-0- for the years ended December 31, 2010 and 2009, respectively, since the Company incurred taxable losses and deferred tax assets recognized are offset by a full valuation allowance in each fiscal year.

~~The~~ASC ~~fair~~740 ~~value~~requires the reduction of ~~the~~deferred ~~embedded~~tax ~~derivative~~assets onby ~~February~~a 14valuation allowance if, ~~2007~~based ~~was~~on ~~determined~~the toweight beof ~~$113~~available evidence,~~080~~ ~~and~~it ~~was~~is ~~recorded~~more aslikely anthan ~~embedded~~not ~~derivative~~that ~~liability~~some or all of the deferred tax assets will not be realized. ~~The~~In ~~embedded~~the ~~derivative~~Company’s opinion, it is ~~revalued~~uncertain atwhether ~~the~~they ~~end~~will ofgenerate ~~each~~sufficient ~~reporting~~taxable ~~period~~income ~~and~~in ~~any~~the ~~resulting~~future ~~gain~~to orfully ~~loss~~utilize isthe ~~recognized~~net asdeferred tax asset. Accordingly, a ~~current~~full ~~period~~valuation ~~charge~~allowance equal to the ~~statement~~deferred oftax ~~operations~~asset has been recorded. The ~~fair~~total ~~value~~deferred ~~was~~tax asset is calculated ~~using~~by ~~the~~multiplying ~~Black-Scholes~~a ~~option~~44 ~~pricing~~percent ~~model~~marginal ~~with~~tax rate by the ~~following~~cumulative ~~factors,~~Net ~~assumptions~~Operating ~~and~~Loss ~~methodologies:~~(“NOL”).

		The fair value of the Company’s common stock was calculated to be $0.017 per share on February 14, 2007.
		A volatility of 149% was calculated by using the Company’s closing stock prices since May 2006.

At December 31, 2010, the Company have available $1,127,776 of NOL’s which expire in various years beginning in 2029 and carrying forward through 2030.

 The ~~exercise~~tax ~~price~~effects ~~was~~of ~~$0.0119.~~significant ~~This~~items ~~amount~~comprising ~~was~~the ~~determined~~Company's ~~based~~net ondeferred ~~30%~~taxes ~~off~~as ~~the~~of ~~most~~December ~~recent~~31, ~~closing~~2010 ~~bid~~and ~~price~~2009 ~~immediately~~were ~~preceding~~as ~~February 14, 2007.~~follows:

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

	December 31, 2010			December 31, 2009

Cumulative NOL	$	1,127,776		$	450,795

Deferred tax asset attributable to:
Net operating loss carry forwards	$	(2,431,523	)	$	(196,997	)
Common stock issued for services		1,789,000			-
Impairment expense		159,505			-
Loss on disposal of assets		63,589			-
Change in derivative liability		(9,784	)		-
Gain on conversion of debt		(63,626	)		-
Valuation allowance		492,838			196,997
	$	-		$	-

~~ The risk free interest rate was determined to be 5.06% based on the 1-year treasury rate.~~14

~~Since~~Monkey ~~the~~Rock ~~transfer of the convertible debenture~~Group, ~~the~~Inc. ~~Company~~and ~~has recorded accretion expense related to the embedded derivative discount of $56,540.~~Subsidiary

~~Income~~Notes ~~Taxes~~to the Consolidated Financial Statements

~~The~~December ~~difference~~31, ~~between~~2010 ~~income taxes at statutory rates~~ and ~~the amount presented in the financial statements is a result of the following:~~2009

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

NOTE 7 – INCOME TAXES (CONTINUED)

~~Supplemental~~The ~~Cash~~provision ~~Flow~~for ~~Information~~income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 44 percent to net loss before provision for income taxes for the following reasons:

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

	December 31, 2010			December 31, 2009
Income tax benefit attributable to:
Net operating loss carry forwards	$	(2,234,525	)	$	(169,997	)
Common stock issued for services		1,789,000			-
Impairment expense		159,505			-
Loss on disposal of assets		63,589			-
Change in derivative liability		(9,784	)		-
Gain on conversion of debt		(63,626	)		-
Change in valuation allowance		295,841			169,997
	$	-		$	-

	2007
Interest	$	-
Income taxes	$	-

The Company files federal and Deleware State income tax returns subject to statutes of limitations. The years ended December 31, 2010 and 2009 are subject to examination by federal and state tax authorities.

~~F-14~~NOTE 8 – STOCKHOLDERS’ DEFICIT

~~ComCam~~On February 26, ~~Inc~~2010, the Company issued 100,000 shares of common stock for the conversion of one of the Company’s convertible debentures. The debt agreement called for a conversion of debt at $1.50 per share equaling 100,000 shares of common stock. The fair market value of the stock price on the conversion date was $0.04 a share which the Company recorded a gain on conversion of debt of $145,599.

(AOn ~~Development~~June ~~Stage~~25, 2010, the Company) issued 4,528,250 shares of common stock to the officers of the Company, having a fair value of $2,490,538 or $0.55 per share, based upon the closing trading price, and was expensed as compensation expense.

~~Notes~~On June 25, 2010, the Company issued 2,212,814 shares of common stock to ~~Financial~~three ~~Statements~~consultants, having a fair value of $1,217,048 or $0.55 per share, based upon the closing trading price, and was expensed as compensation expense.

~~December~~On 31June 25, ~~2009~~2010, the Company issued 121,750 shares of common stock to a third party, having a fair value of $66,963 or $0.55 per share, based upon the closing trading price, and ~~2008~~ was expensed as compensation expense.

On ~~December~~June 2830, ~~2007~~2010, the Company ~~distributed~~issued a27,500 ~~dividend of 100% of the~~ shares of ~~its~~common ~~wholly~~stock ~~owned subsidiary ComCam International~~ to ~~the Company’s shareholders on~~ a ~~pro~~consultant, ~~rata~~having ~~basis that entitled~~ a ~~shareholder~~fair tovalue ~~receive one share~~ of ~~ComCam~~$15,125 ~~International’s~~or ~~common~~$0.55 ~~stock~~per ~~for~~share, ~~every~~based ~~twenty~~upon ~~shares of~~ the ~~Company’s~~closing ~~common~~trading ~~stock held. Assets~~price, ~~liabilities,~~ and ~~equity~~was ~~included~~expensed ~~in the dividend are~~ as ~~follows:~~compensation expense.

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

On July 1, 2010, the Company issued 2,500 shares of common stock to a consultant, having a fair value of $1,375 or $0.55 per share, based upon the closing trading price, and was expensed as compensation expense.

~~During~~On July 1, 2010, the ~~year~~Company ~~ended~~issued ~~December~~27,500 31shares of common stock to two consultants, ~~2007~~having a fair value of $27,775 or $1.01 per share, based upon the ~~Company:~~closing trading price, and was expensed as compensation expense.

On ~~Acquired~~September ~~$125~~16, 2010, the Company issued 100,000 shares of ~~property~~common ~~and~~stock ~~equipment~~to ina ~~exchange~~consultant, ~~for~~having a ~~convertible~~fair ~~debenture~~value of $95,000 or $0.95 per share, based upon the closing trading price, and was expensed as compensation expense.

On ~~Recorded~~October an15, ~~embedded~~2010, ~~derivative~~the ~~liability~~Company ofissued ~~$113~~350,~~080~~000 ~~and~~shares ~~recorded~~of common stock to a ~~discount~~consultant, onhaving ~~the~~a ~~convertible~~fair ~~debenture~~value of $~~113~~178,~~080~~500 or $0.51 per share, based upon the closing trading price, and was expensed as compensation expense.

On ~~Decreased~~December 1, 2010, the ~~value~~Company ofissued ~~the~~1,899 ~~embedded~~shares ~~derivative~~of ~~liability~~common ~~and~~stock ~~recognized~~to a ~~gain~~consultant, onhaving ~~the~~a ~~embedded~~fair ~~derivative~~value ~~liability~~ of $431,~~104~~500 or $0.79 per share, based upon the closing trading price, and was expensed as compensation expense.

~~ Converted 5,581,500 shares of Series A preferred stock into 5,581,500 shares of common stock.~~15

~~Note~~Monkey 4Rock ~~Loans~~Group, ~~Payable~~Inc. –and ~~Related Party~~Subsidiary

~~During~~Notes ~~the~~to ~~period ended December 31, 2009,~~ the ~~Company~~Consolidated ~~received~~Financial advances from an affiliated entity of $18,687. These advances were non-interest bearing, unsecured and due on demand. These advances were repaid in January 2010 with the proceeds received in connection with the stock purchase agreement.Statements

~~Note~~December 531, ~~Deposit~~2010 and 2009

OnNOTE ~~December~~8 9,– ~~2009,~~STOCKHOLDERS’ ~~the~~DEFICIT ~~Company received a $50,000 deposit in connection with a stock purchase agreement effective January 6, 2010. The deposit was considered a payment towards the purchase of the Company~~ (~~See Note 9~~CONTINUED).

~~F-15~~On December 23, 2010, the Company issued 100,000 shares of common stock to a consultant, having a fair value of $21,000 or $0.21 per share for cash. The amount was expensed as compensation expense.

~~ComCam,~~NOTE ~~Inc.~~9 – COMMITMENTS AND CONTINGENCIES

~~(A Development Stage Company)~~Contingencies

~~Notes~~From time to ~~Financial~~time, ~~Statements~~the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

~~December~~Operating ~~31, 2009 and 2008~~ Lease

~~Note~~The 6Company ~~Income~~has ~~Taxes~~an operating lease for office space. This lease expires on May 1, 2014 and has an option to extend the term of lease for fifteen additional terms of one year each. Total rent due during the five-year term will total $925,000. The lease is in default for non-payment. The landlord has impounded the Company’s property and equipment on the premises. The Company does not intend to make any future lease payments.

~~The Company recognized deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities~~However, ~~and for the expected~~ future ~~tax~~minimum ~~benefit~~lease topayments beunder ~~derived~~this ~~from~~non-cancellable ~~tax~~lease ~~losses~~at ~~and~~December ~~tax~~31, ~~credit~~2010 ~~carryforwards. The~~are ~~Company~~as ~~will establish a valuation allowance to reflect the likelihood of realization of deferred tax assets.~~follows:

The Company has a net operating loss carryforward for tax purposes totaling of approximately $3,562,000 at December 31, 2009, expiring through 2029. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership, see Note 9 regarding change in control event).

2011	$	200,000
2012		200,000
2013		200,000
Thereafter		-
Total minimum lease payments	$	600,000

~~Temporary~~Rent ~~differences,~~expense ~~which~~for ~~give~~the ~~rise~~years toended ~~a net deferred tax asset at~~ December 31, ~~2009~~2010 and ~~2008,~~2009 ~~are~~was ~~approximately~~$193,395 asand ~~follows:~~$123,334 respectively.

	2009			2008
Gross deferred tax assets:
Net operating loss carryforwards	$	(1,358,000	)	$	(1,342,000	)
Total deferred tax assets		1,358,000			1,342,000
Less: valuation allowance		(1,358,000	)		(1,342,000	)
Net deferred tax asset recorded	$	-		$	-

NOTE 10 – SUBSEQUENT EVENTS

~~The~~On ~~valuation~~February ~~allowance~~28, ~~at December 31~~2011, ~~2008~~the ~~(inception)~~Company ~~was~~received ~~approximately~~ $124,~~342,~~000 from a related party on terms of a Note. The ~~net~~Note ~~change~~bears ininterest ~~valuation~~at ~~allowance~~20% ~~during~~and ~~the~~is ~~period~~payable ~~ended~~on ~~December~~or ~~31,~~before ~~2009~~May 28, ~~was~~2011. anCurrently ~~increase~~the ofnote ~~approximately~~is ~~$16,000~~in default and is due on demand.

InOn ~~assessing~~March ~~the realizability of deferred tax assets~~17, ~~management~~2011 ~~considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~Company ~~income~~issued tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities300,000 ~~projected~~common ~~future~~shares ~~taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative~~ to ~~the realization of the deferred income tax asset balances to warrant the application of~~ a ~~full~~related ~~valuation~~party ~~allowance~~for asservices ofat ~~December~~$0.58 ~~31,~~per ~~2009 and 2008, respectively~~share.

~~F-16~~On March 17, 2011 the company issued 625,000 common shares to unrelated third parties for services at $0.58 per share.

~~ComCam~~On June 23, ~~Inc~~2011 the Company entered into a Share Purchase Agreement (the “Agreement”) with Nissi Group Incorporated (“Nissi Group”), a Hawaiian corporation, and certain Company shareholders, wherein the Company agreed to exchange 90,000,000 shares of newly issued shares for 100% of the Common and Preferred stock of Nissi Group. The purchase price of $149,674.76 specified in the Agreement refers to past some past due obligations of the Company as well as ongoing costs required to bring the Company current with its SEC filings outlined in the Agreement. A portion of the purchase price was paid by related parties and the remaining balance is due and payable on or before September 30, 2011. The Agreement is in default.

(AOn ~~Development~~June ~~Stage~~24, ~~Company)~~2011 the company issued 40,100,000 common shares to unrelated third parties consultant for services at $0.87 per share.

~~Notes~~On July 28, 2011 the company issued 850,000 common shares to ~~Financial~~settle ~~Statements~~a debt in the mount of $21,250.

~~December 31, 2009 and 2008~~16

~~The~~Monkey ~~actual~~Rock ~~tax benefit differs from the expected tax benefit for the period ended December 31~~Group, ~~2009 and 2008 (computed by applying a blended U~~Inc.S. ~~Federal~~ and ~~State Corporate tax rate of approximately 38% as follows:~~Subsidiary

	2009			2008
Expected tax expense (benefit)	$	(16,000	)	$	(10,000	)
Change in valuation allowance		16,000			10,000
Actual tax expense (benefit)	$	-		$	-

Notes to the Consolidated Financial Statements

~~Note~~December 731, ~~Fair~~2010 ~~Value~~and 2009

~~The~~NOTE ~~fair~~10 ~~value~~– ofSUBSEQUENT ~~the~~EVENTS Company's financial assets and liabilities reflects the Company's estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (~~market data obtained from sources independent from the Company~~CONTINUED) and to minimize the use of unobservable inputs (the Company's assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:		Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.

On December 1, 2011 the company issued 5,000,000 common shares to a third party consultant for services at $0.75 per share.

The Company's ~~investment~~has ~~strategy~~evaluated isall ~~focused~~subsequent onevents ~~capital~~through ~~preservation.~~the ~~The~~date ~~Company~~this ~~intends~~report, toand ~~invest~~concluded ~~in instruments~~ that ~~meet~~no ~~credit~~events ~~quality~~or ~~standards. The~~transactions ~~current~~occurring ~~expectation~~during isthat toperiod ~~maintain~~other ~~cash~~than ~~and~~those ~~cash~~described ~~equivalents,~~above ~~once~~require ~~these~~recognition ~~resources~~or ~~are available~~disclosure.

~~At December 31, 2009 and 2008, the Company has no instruments that require additional disclosure.~~17

F-17

ComCam, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

Note 8 Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Note 9 Subsequent Events

The Company performed a review of subsequent events between the balance sheet date of December 31, 2010 and April 30, 2010, the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure were the following:

Stock Purchase Agreement and Reverse Recapitalization

On December 31, 2009, the Company issued 588,235 shares of common stock to an individual, for a $50,000 deposit, in a transaction that was formally closed on January 6, 2010 to effect a change in control and subsequent reverse recapitalization with MR, a private operating company. The remaining $150,000 of the $200,000 purchase price, net of a $15,000 finder’s fee, was received on January 8, 2010, which resulted in the completion of the sale of the Company to MR.

On February 26, 2010, the Company entered into an Agreement with MR to issue the remaining 7,701,765 shares of its common stock, par value $0.0001 per share. These 7,701,765 shares represented 87.91% of the then issued and outstanding stock of the Company.

F-18

Filing Compare · MONKEY ROCK GROUP, INC.