UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ýS QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March ~~September 30~~31, ~~2010~~2011

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

~~¨ TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~transition TOperiod ~~SECTION 13~~from , OR200 , ~~15(d) OF~~to , 200 . ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~MONKEY ~~the~~ROCK ~~transition~~GROUP, ~~period from __________ to __________~~INC.

~~Commission~~(Exact ~~File~~Name ~~No.~~of Registrant ~~001-15165~~as Specified in its Charter)

MONKEY ROCK GROUP, INC. (Exact Name of Registrant in its Charter)

Delaware

98-0208402

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Delaware		98-0208402
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

291 S. Main Street J.

~~P.O.~~Yuma, ~~Box~~Arizona ~~1030~~85364

~~Sturgis,~~(Address SDof ~~57785~~Principal Executive Offices)

(~~Address of Principal Executive Offices~~928)~~(Zip~~ ~~Code)~~304-8817

(~~877~~Registrant’s Telephone Number, Including Area Code) ~~523-4070~~

~~Registrant’s~~Securities ~~Telephone~~registered ~~Number~~pursuant to Section 12(g) of the Act:

~~Indicate~~$.0001 bypar ~~check~~value ~~mark~~common ~~whether~~stock ~~the~~Over ~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of~~ the ~~Securities~~Counter ~~Exchange~~Bulletin 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 ý No ¨Board

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨£ Accelerated filer ¨£ Non-accelerated filer ¨£ Smaller reporting company ýS

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý x

AsThere ~~of November~~were 22179, ~~2010~~455,920 ~~there were 16,332,572~~ shares ~~outstanding~~ of the ~~registrant~~Registrant’s $0.0001 par value common stock outstanding as of February 3, 2012.

~~TABLE~~Documents OFincorporated ~~CONTENTS~~by reference:

PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited).	1
	Balance Sheets – As of September 30, 2010 (Consolidated) (Unaudited) and November 30, 2009	1
	Statements of Operations – Three Months Ended September 30, 2010 (Consolidated), Three Months Ended September 30, 2009, Nine Months Ended September 30, 2010 (Consolidated), Period from June 5, 2009 (Inception) to September 30, 2009 and One Month Ended December 31, 2009 (Unaudited)	2
	Statements of Cash Flows – September 30, 2010 (Consolidated), Period from June 5, 2009 (Inception) to September 30, 2009 and One Month Ended December 31, 2009 (Unaudited	3
	Notes to Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4.	Controls and Procedures.	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	(Removed and Reserved).	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	18

None

~~PART~~Monkey IRock –Group, ~~FINANCIAL~~Inc. ~~INFORMATION~~

~~Item~~Contents ~~1. Financial Statements.~~

Monkey Rock Group, Inc. and Subsidiary


Part I – Financial Information

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4T.	Controls and Procedures	15

Part II – Other Information

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Removed and Reserved	15

Item 5.	Other Information	15

Item 6.	Exhibits	16

Signatures

~~Balance~~PART ~~Sheets~~I—FINANCIAL INFORMATION

	September 30, 2010(Consolidated) (Unaudited)			November 30, 2009
Assets
Current Assets
Cash	$	51,074		$	25,813
Accounts receivable		15,412			-
Inventory		11,723			21,278
Due from licensee		153,062			-
Prepaid expenses		2,627			44,691
Total Current Assets		233,898			91,782
Property & Equipment		155,484			101,819
Liquor License		365,000			365,000
Total Assets	$	754,382		$	558,601
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	80,235		$	74,284
Sales tax payable		20,142			-
Accrued interest payable - related party		69,209			17,110
Accrued interest payable		5,579			1,339
Notes payable - related party		977,949			827,016
Note payable		60,000			50,000
Total Current Liabilities		1,213,114			969,749
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $0.0001 par value, 750,000,000 shares authorized;
15,880,786 and 8,760,472 shares issued and outstanding		1,588			876
Additional paid-in capital		4,184,129			124
Accumulated deficit		(4,644,449	)		(412,148	)
Total Stockholders' Deficit		(458,732	)		(411,148	)
Total Liabilities and Stockholders' Deficit	$	754,382		$	558,601

Statements in this Form 10-Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents which we file with the Securities and Exchange Commission.

~~See~~In ~~accompanying~~addition, ~~notes~~such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by law.

~~Monkey~~Item ~~Rock Group, Inc~~1. ~~and~~Financial ~~Subsidiary~~Statements

~~Statement~~Monkey ofRock ~~Operations~~Group, Inc.

~~(Unaudited)~~Financial Statements

	Three Months Ended September 30, 2010 (Consolidated)			Three Months Ended September 30, 2009			Nine Months Ended September 30, 2010 (Consolidated)			June 5, 2009 (Inception) to September 30, 2009			One Month Ended December 31, 2009
Revenue	$	651,075		$	387,280		$	651,549		$	387,280		$	1,000
Cost of revenue		148,947			290,609			148,977			290,609			-
Gross Profit		502,128			96,671			502,572			96,671			1,000
Operating Expenses
General and administrative		4,366,832			336,116			4,647,900			429,048			25,785
Total Operating Expenses		4,366,832			336,116			4,647,900			429,048			25,785
Loss from Operations		(3,864,704	)		(239,445	)		(4,145,328	)		(332,377	)		(24,785	)
Other Income (Expense)
Interest expense		(18,783	)		-			(56,689	)		-			-
Other expense		(10,000	)		-			(10,000	)		-			-
Other income		-			-			4,500			-			-
Total Other Income (Expense)		(28,783	)		-			(62,189	)		-			-
Net Loss	$	(3,893,487	)	$	(239,445	)	$	(4,207,517	)	$	(332,377	)	$	(24,785	)
Net loss per common share - basic and diluted		(0.25	)		(0.03	)		(0.38	)		(0.04	)		(0.00	)
Weighted average number of common shares outstanding
during the period - basic and diluted		15,623,258			8,760,472			11,118,627			8,760,472			8,760,472

Contents

~~See~~Financial ~~accompanying notes to financial statements~~Statements:


Balance Sheets		3
Statements of Operations		4
Statements of Changes in Stockholders’ Deficit		5
Statements of Cash Flows		6
Notes to Financial Statements		7

~~Monkey~~ MONKEY ~~Rock~~ROCK ~~Group~~GROUP, ~~Inc~~INC. ~~and~~AND ~~Subsidiary~~SUBSIDIARY

~~Statement~~Consolidated ofBalance ~~Cash Flows~~Sheets

(Unaudited)


	March 31,			December 31,
	2011			2010
	(unaudited)
ASSETS

CURRENT ASSETS

Prepaid fees and services	$	—		$	5,000

Total Current Assets		—			5,000

TOTAL ASSETS	$	—		$	5,000


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Bank overdraft	$	8,459		$	6,815
Accounts payable		241,093			229,845
Accrued interest payable - related parties		90,972			71,502
Accrued interest payable - non-related parties		2,030			1,030
Loans payable - related parties		1,001,309			963,995
Loans payable - non-related parties		100,000			100,000
Derivative liability		215,842			76,629

TOTAL LIABILITIES		1,659,705			1,449,816

STOCKHOLDERS' DEFICIT

Preferred stock, $0.0001 par value, 20,000,000 authorized; none issued and outstanding
Common stock, $0.0001 par value, 750,000,000 authorized; 17,255,920 and 16,330,920 issued and outstanding		1,727			1,634
Additional paid-in capital		4,654,083			4,117,675
Accumulated deficit		(6,315,515	)		(5,564,125	)

Total Stockholders' Deficit		(1,659,705	)		(1,444,816	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	5,000

	September 30, 2010 (Consolidated)			June 5, 2009 (Inception) to September 30, 2009			One Month Ended December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,207,517	)	$	(332,377	)	$	(24,785	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		19,174			3,905			1,858
Shares issued for services rendered		4,034,717			-			-
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Accounts receivable		(15,412	)		-			-
Inventory		9,555			(21,278	)		-
Prepaid expenses		26,969			(1,525	)		15,418
Due from joint venture		(153,062	)		-			-
Increase/(Decrease) in:
Accounts payable and accrued liabilities		27,137			170,422			(2,281	)
Accrued interest payable - related party		52,099			-			-
Accrued interest payable		4,240			-			-
Net Cash Used In Operating Activities		(202,100	)		(180,853	)		(9,789	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment		(74,697	)		(107,639	)		-
Purchase of liquor license		-			(300,000	)		-
Net Cash Used in Investing Activities		(74,697	)		(407,639	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		494,223			591,616			-
Proceeds from notes payable		10,000			-			-
Repayments of notes payable - related party		(341,276	)		-			(2,014	)
Proceeds from issuance of member units		-			1,000			-
Proceeds from issuance of common stock		150,914			-			-
Net Cash Provided By (Used In) Financing Activities		313,861			592,616			(2,014	)
Net Increase (Decrease) in Cash		37,064			4,124			(11,803	)
Cash - Beginning of Period		14,010			-			25,813
Cash - End of Period	$	51,074		$	4,124		$	14,010
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	-		$			$	-
Interest	$	-		$			$	-
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Note issued in connection with financing of liquor license purchase	$	-		$	50,000		$	-

The accompanying notes are an integral part of these financial statements

See accompanying notes to financial statements

~~Monkey~~MONKEY ~~Rock~~ROCK ~~Group~~GROUP, ~~Inc~~INC. ~~and~~AND ~~Subsidiary~~SUBSIDIARY Consolidated Statements of Operations (unaudited)

Notes to Consolidated Financial Statements

	For the Three Months Ended March 31,
	2011			2010

REVENUE	$	8,642		$	230
COST OF REVENUE		-			31
GROSS PROFIT		8,642			199

OPERATING EXPENSES

General and administrative		28,616			189,129
Professional fees		571,733			-

Total Operating Expenses		600,349			189,129

NET LOSS FROM OPERATIONS		(591,707	)		(188,931	)

OTHER INCOME (EXPENSE)

Loss on derivative		(139,213	)
Interest expense		(20,470	)		-

Total Other Income (Expense)		(159,683	)		-

NET LOSS BEFORE TAXES		(751,390	)		(188,931	)

Provision for income taxes		-			-

NET LOSS	$	(751,390	)	$	(188,931	)

Basic and diluted income (loss) per common share	$	(0.05	)	$	(0.02	)

Weighted average number of common shares outstanding		16,485,087			8,797,139

~~September~~ The ~~30,~~accompanying ~~2010~~notes are an integral part of these financial statements.

(Unaudited)

Note 1 Basis of Presentation and Nature of Operations

The accompanying unaudited condensed interim 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 interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The financial information as of November 30, 2009 is derived from the audited financial statements presented in the Company’s Annual Report on Form 8-K for the year ended December 31, 2009. The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 8-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended November 30, 2009.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended September 30, 2010 are not necessarily indicative of results for the full fiscal year.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations and Year End

ComCam, Inc. (the “Holdings”), was incorporated in the State of Delaware on January 1, 1999. Monkey Rock USA, LLC (“The Company”), a limited liability company organized in the State of South Dakota on June 5, 2009, acquired the Company in a reverse recapitalization on February 26, 2010 (Note 4). On March 5, 2010, the Company changed its name to Monkey Rock Group, Inc.

The Company is involved in food, beverage and entertainment venues within the motorcycle rally Industry. The Company’s management is searching to acquire assets at or below market rates and expand through acquisition and organic growth.

The public shell (ComCam) maintained a calendar December 31, year-end, whereas, the private operating company maintained a November 30, year-end. In connection with the Company’s reverse recapitalization, the Company elected to change its year-end to December 31, as a result, these financial statements present a one-month transition period to align the differences in the year end as well as present the current three and nine month periods as required for quarterly reporting.

~~Monkey~~MONKEY ~~Rock~~ROCK ~~Group~~GROUP, ~~Inc~~INC. ~~and~~AND ~~Subsidiary~~SUBSIDIARY Consolidated Statement of Stockholders' Deficit (unaudited)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance - June 5, 2009 (inception)		7,700,000	$	770	$	230		$	-		$	1,000

Net Loss for year 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 issued for 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 year 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	)

Stock issued for services March 17, 2011		925,000		93		536,408			-			536,501

Net Loss for quarter ended March 31, 2011		-		-		-			(751,390	)		(751,390	)

Balance - March 31, 2011		17,255,920	$	1,727	$	4,654,083		$	(6,315,515	)	$	(1,659,705	)

The accompanying notes are an integral part of these financial statements

MONKEY ROCK GROUP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

	For the Three Months Ended
	March 31,
	2011			2010
OPERATING ACTIVITIES
Net income (loss)	$	(751,390	)	$	(188,931	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		-			5,394
Expenses paid by related party on behalf of the Company		39,000
Shares issued for services		536,501			-
Loss on derivative liability		139,213
Changes in Operating Assets and Liabilities:
Inventory		-			31
Prepaid expenses		5,000			7,090
Bank overdraft		1,644			-
Accounts payable		11,248			6,031
Accrued interest payable		1,000			2,068
Accrued interest payable - related party		19,470			19,571
Net cash provided by (used in) operating activities		1,686			(148,746	)
INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Proceed from notes payable - related parties		-			35,500
Repayments of notes payable - related parties		(1,686	)		(22,050	)
Proceeds from issuance of common stock		-			150,914
Net cash provided by (used in) financing activities		(1,686	)		164,364
NET CHANGE IN CASH		-			15,618
CASH AT BEGINNING OF PERIOD		-			14,010
CASH AT END OF PERIOD	$	-		$	29,628
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES	$	-		$	-

The accompanying notes are an integral part of these financial statements

MONKEY ROCK GROUP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

~~September~~March 3031, ~~2010~~2011 (Unaudited)

~~(Unaudited)~~NOTE 1 – NATURE OF 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 – BASIS OF PRESENTATION

The accompanying unaudited interim 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 interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2010. The interim results for the period ended March 31, 2011 are not necessarily indicative of results for the full fiscal year.

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

The Company operates in an industry that is subject to rapid change. The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

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 period ended ~~September~~March 3031, ~~2010 and 2009~~2011, 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 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.

~~Inventory~~7

~~Inventory~~MONKEY ~~consists~~ROCK ~~of finished goods~~GROUP, ~~principally consisting of beverages and t-shirts~~INC. ~~Inventory~~ isAND ~~stated at the lower of cost or market, determined by the first-in, first-out (FIFO) method.~~SUBSIDIARY

~~Intangible~~Notes ~~Assets~~to Consolidated Financial Statements

~~Valuation~~March ~~of intangible assets include significant estimates and assumptions such as estimating future cash flows from product sales~~31, ~~developing~~2011 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.(Unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

5Earnings Per Share

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

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

· food and beverage products

· vendor booth space

· sponsorships

· t-shirts

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 licenseesportion of the Event. The Company has a receivable from the Licensee. The Company believes the receivable is collectible.

The following is the condensed unaudited summary of the financial results of the Event:

Total revenue from the Event	$	451,211
Cost of Sales from the Event		(154,537	)
General and administrative expense from the Event		(166,091	)
Net loss from the Event	$	(130,583	)

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred as follows:

Three Months	Three Months	Nine Months	June 5, 2009 Inception to
September 30, 2010	September 30, 2009	September 30, 2010	September 30, 2009
$ 21,007	$59,749	$30,086	$76,550

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.

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

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 the ~~2010~~period ~~and~~ended ~~2009,~~March ~~respectively~~31, 2011 and the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. Therefore, A 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.

Recent Accounting Pronouncements

InThe ~~January 2010,~~Company’s ~~the~~management ~~Financial~~has ~~Accounting~~evaluated the ~~Standards~~recently ~~Board (FASB)~~ issued ~~Accounting~~accounting ~~Standards~~pronouncements ~~Update~~through 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~~filing ofdate ~~significant transfers between Level 1 and Level 2~~ of ~~the~~these ~~fair~~financial ~~value~~statements ~~hierarchy~~ and ~~the~~has ~~reasons~~determined ~~for~~that ~~these transfers,~~ the application ~~reasons for any transfers in or out~~ of ~~Level~~these 3,pronouncements ~~and~~will 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. The amended guidance was effective for financial periods beginning after December 15, 2009, except the requirement to disclose Level 3 transactions on a gross basis, which becomes effective for financial periods beginning after December 15, 2010. ASU 2010-06 did not have ano ~~significant~~material ~~effect~~impact on the Company’s ~~consolidated~~ financial position orand results of operations.

~~Reclassifications~~NOTE 4 – GOING CONCERN

InThe ~~the current year, the~~ Company ~~separately~~had ~~classified interest expense as~~ an ~~other~~accumulated ~~expense in the Statements~~ deficit of ~~Operations. For comparative purposes~~$6,315,515 ~~amounts~~and inworking ~~the~~capital ~~prior~~deficit ~~years~~of ~~have~~$1,659,705 ~~been~~as ~~reclassified~~of toMarch ~~conform~~31, ~~to current year presentations~~2011.

Note 3 Going Concern

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has a net loss of $4,207,517 and net cash used in operations of $202,100 for the nine months ended September 30, 2010, respectively. The Company also has a working capital deficit of $979,216 and stockholders’ deficit of $458,732 at September 30, 2010.

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2010

(Unaudited)

The ability of the Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The Company will likely continue to rely upon related party debt or equity financing in order to ensure the continuing existence of the business. The Company currently has a due on demand note with its Chief Executive Officer who has verbally agreed not to demand payment until the Company has become self-sustaining.

The accompanying ~~unaudited~~audited ~~condensed~~ consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In response to these problems, management has taken the following actions:

·• seeking additional third party debt and/or equity financing, • continue with the implementation of the business plan, • generate new sales from additional venues; and • allocate sufficient resources to continue with advertising and marketing efforts

· continue with the implementation of the business plan,

· generate new sales from additional venues; and

· allocate sufficient resources to continue with advertising and marketing efforts

Note 4 Reverse Recapitalization and Share Purchase Agreement

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 Monkey Rock, 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 Monkey Rock.

On February 26, 2010, the Company entered into an Agreement with Monkey Rock 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. Since Monkey Rock acquired a controlling voting interest, it was deemed the accounting acquirer, while the Company was deemed the legal acquirer. The historical financial statements of the Company are those of Monkey Rock Group, Inc., and of the consolidated entities from the date of merger and subsequent.

Since the transaction is considered a reverse acquisition and recapitalization, the guidance in ASC 805 does not apply for purposes of presenting pro-forma financial information.

~~Monkey~~MONKEY ~~Rock~~ROCK ~~Group~~GROUP, ~~Inc~~INC. ~~and~~AND ~~Subsidiary~~SUBSIDIARY

Notes to Consolidated Financial Statements

~~September~~March 3031, ~~2010~~2011 (Unaudited)

~~(Unaudited)~~NOTE 5 – REVERSE MERGER AND SHARE PURCHASE AGREEMENT

~~Note~~On 5December ~~Debt~~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.

~~(A)~~On ~~Notes~~February ~~Payable~~26, -2010, ~~Related~~the ~~Party~~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.

~~The~~NOTE ~~following~~6 ~~schedule~~– isNOTES a summary of advances the Company received from and repaid to its Chief Executive Officer during the period from June 5, 2009 (inception) through September 30, 2010. The balance of the notes during each period end bear interest at 7%, are unsecured and due on demand.PAYABLE

				Outstanding
	Loans			Balance
Loans during period ended June 30, 2009	$	488,517		$	488,517
Loans during period ended July 31, 2009		167,380			655,897
Repayments during August 31, 2009		(100,298	)		555,599
Loans during period ended September 31, 2009		36,017			591,616
Loans during period ended October 31, 2009		16,899			608,515
Loans during period ended November 30, 2009		218,501			827,016
Loans during period ended March 31, 2010		35,500			862,516
Repayments during March 31, 2010		(24,064	)		838,452
Loans during period ended June 30, 2010		30,077			868,529
Repayments during June 30, 2010		(15,843	)		852,686
Loans during period ended July 31, 2010		200,080			1,052,766
Repayments during July 31, 2010		(2,578	)		1,050,188
Loans during period ended August 31, 2010		181,565			1,231,753
Repayments during August 31, 2010		(295,495	)		936,258
Loans during period September 30, 2010		47,000			983,258
Repayments during September 30, 2010		(5,310	)		977,948
Total outstanding balance - September 30, 2010		-		$	977,948

Notes Payable – Related Parties

The Company received various advances from and made various repayments to its Chief Executive Officer during the period from June 5, 2009 (Binception) ~~Convertible~~through ~~Debenture~~December 31, 2010. The balance of the notes bear interest at 7%, are unsecured and due on demand.

On ~~January~~February 2928, ~~2010~~2011, ~~the Company issued~~ a ~~convertible~~related ~~note~~party paid ~~for~~ $~~150~~24,000 toof Company expenses in exchange for a ~~third~~related party note payable. The note ~~was~~bears ~~non-~~interest ~~bearing. Upon~~at ~~completion~~20% ofand ~~the~~is ~~Reverse~~payable ~~Merger~~on or ~~(February~~before ~~26,~~May ~~2010)~~28, ~~the~~2011. ~~principal~~Currently ~~amount of~~ the ~~debenture~~note ~~automatically~~is ~~converted~~in ~~into 100~~default,~~000~~ ~~shares~~continues ofto ~~the~~bear ~~Company’s~~interest ~~common stock~~ at ~~a conversion price of $1.50 per share. In connection with~~ the ~~issuance~~stated ~~of this convertible debt instrument~~rate, ~~the~~and ~~Company~~is ~~determined~~due ~~that no beneficial conversion feature existed since the exercise price exceeded the market price~~ on ~~the date of conversion~~demand. ~~Additionally, there was no gain or loss recorded in connection with this conversion.~~

~~(C)~~Notes ~~Other~~Payable – Non-related Parties

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 iswas due September 2, 2010. In lieu of full payment on September 2, 2010, the Company elected to pay 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 as of March 31, 2011.

Convertible Debenture

The Company follows ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. On September 28, 2010, the Company borrowed $50,000 in exchange for a convertible note payable. The note is convertible into shares of common stock at the Variable Conversion Price ("VCP"). The VCP is defined as 58% multiplied by the market price, representing a 42% discount on conversion. The VCP is defined further as the average of the lowest three trading prices during the 10 trading days prior to the date of conversion. The conversion price is subject to adjustment in the event of certain dilutive issuances of securities, distributions of stock or assets to shareholders, mergers, consolidations, and certain other events.

In addition, the agreement stipulates an adjustment due to dilutive issuance of the share clause. This means that if the Company issues shares for no consideration or for a consideration per share less than the Conversion price in effect on the date of issuance then the dilutive issuance or conversion price will be reduced to the amount of the consideration per share received. As a result, the conversion options are not considered to be solely indexed to the Company’s own stock and are not afforded equity treatment.

The total fair value of the derivative liability on the convertible note on the date of issuance of $133,888 has been recognized as a derivative liability with an offset to interest expense. All future changes in the fair value of these conversion options is recognized in earnings in the Company’s statement of operations under the caption “Other income (expense) – Gain (loss) on derivative liability.”

~~Monkey~~MONKEY ~~Rock~~ROCK ~~Group~~GROUP, ~~Inc~~INC. ~~and~~AND ~~Subsidiary~~SUBSIDIARY

Notes to Consolidated Financial Statements

~~September~~March 3031, ~~2010~~2011 (Unaudited)

NOTE 6 – NOTES PAYABLE (~~Unaudited~~CONTINUED)

~~Note~~Convertible 6Debenture ~~Stockholders’ Deficit~~(Continued)

OnASC ~~June~~815 ~~30, 2010,~~ requires the Company ~~issued~~to ~~27,500~~assess ~~shares~~the fair market value of ~~common~~certain ~~stock~~derivatives toat aeach ~~consultant,~~reporting ~~having~~period aand recognize any change in the fair market value of ~~$15,125~~the derivatives as gain (~~$.55/share~~loss), ~~based~~on ~~upon~~ the ~~closing~~income ~~trading price~~statements. At ~~June~~March 3031, ~~2010~~2011, the ~~Company~~fair ~~expensed~~value ~~this~~of ~~stock~~the ~~issuance~~derivative increased asto $215,842 from $76,629 from December 31, 2010. The Company recognized a ~~component~~corresponding ofloss ~~general~~on ~~and~~the ~~administrative~~derivative ~~expense~~liability for the three month period ended March 31, 2011 of $139,213.

OnNOTE ~~July~~7 1,– 2010, the Company issued 4,528,250 shares of common stock to the officers of the Company, having a fair value of $2,490,538 ($.55/share), based upon the closing trading price. At September 30, 2010, the Company expensed this stock issuance as a component of general and administrative expense.STOCKHOLDERS’ DEFICIT

OnFiscal ~~July~~Year 1,Ended ~~2010,~~December ~~the Company issued 1~~31,~~952,500~~ ~~shares of common stock to consultants, having a fair value of $1,073,875 ($.55/share), based upon the closing trading price. At September 30,~~ 2010~~, the Company expensed this stock issuance as a component of general and administrative expense.~~

On ~~July~~February 126, 2010, the Company issued ~~121~~ 100,~~750~~000 shares of common stock tofor athe ~~third~~conversion ~~party,~~of ~~having~~one aof ~~fair~~the ~~value~~Company’s convertible debentures. The debt agreement called for a conversion of ~~$66,963~~debt (at $1.~~55/~~50 per share), ~~based~~equaling ~~upon~~100,000 ~~the~~shares ~~closing~~of ~~trading~~common ~~price~~stock. At ~~September~~The ~~30,~~fair ~~2010,~~market value of the ~~Company~~stock ~~expensed~~price ~~this~~on the ~~stock~~conversion ~~issuance~~date aswas $0.04 a ~~component~~share ofwhich ~~general~~the ~~and~~Company ~~administrative~~recorded ~~expense~~a gain on conversion of debt of $145,599.

On ~~August~~June 125, 2010, the Company issued ~~290~~ 4,~~314~~528,250 shares of common stock to ~~consultants~~the officers of the Company, having a fair value of $~~293~~2,~~217~~490,538 (or $10.~~01/~~55 per share), based upon the closing trading price~~. At September 30~~, ~~2010,~~and ~~the~~was ~~Company~~ expensed ~~this stock issuance~~ as acompensation ~~component of general and administrative~~ expense.

On ~~September~~June 1625, 2010, the Company issued ~~100~~ 2,~~000~~212,814 shares of common stock to athree ~~consultant~~consultants, having a fair value of $951,~~000~~217,048 (or $0.~~95/~~55 per share), based upon the closing trading price~~. At September 30~~, ~~2010,~~and ~~the~~was ~~Company~~ expensed ~~this stock issuance~~ as acompensation ~~component of general and administrative~~ expense.

~~Note~~On 7June ~~Subsequent~~25, ~~Events~~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 was expensed as compensation expense.

On ~~September~~June 2830, 2010, the Company issued ~~a convertible promissory note with principal of $50~~ 27,~~000~~500 maturing on June 30, 2011. Although the agreement was executed on September 28, 2010, the terms of the agreement will not commence until the date funds were received on October 19, 2010. This note is unsecured and bears interest at 8%. This note is convertible into shares of ~~the Company’s~~ common stock atto a ~~42%~~consultant, ~~discount~~having ofa ~~the~~fair ~~average~~value of ~~the~~$15,125 ~~lowest 3 trading prices (the closing bid price on the Over-the-Counter Bulletin Board~~ or ~~applicable~~$0.55 ~~trading~~per ~~market)~~share, ofbased ~~the~~upon ~~Company’s common stock during~~ the ~~ten~~closing trading price, ~~day~~and ~~period~~was ~~ending~~expensed ~~one trading day prior to the date the conversion notice is sent by the noteholder to the Company. The Company classified the embedded conversion feature~~ as acompensation ~~derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares common stock required to net-share settle~~expense.

On ~~October~~July 151, 2010, the Company issued ~~350~~ 2,~~000~~500 shares of common stock asto a ~~direct offering costs in connection with an Equity Credit Agreement~~consultant, having a fair value of $~~402~~1,~~500~~375 (or $10.~~15/~~55 per share), based upon the closing trading price, and was expensed as compensation expense.

On ~~November~~July 21, 2010, the Company ~~entered into an Equity Credit Agreement with a third party investor (the “Investor”). Pursuant to the Equity Credit Agreement~~issued 27,500 ~~the~~shares ~~Investor shall commit to purchase up to ten million dollars ($10,000,000)~~ of ~~the Company’s~~ common stock ~~over the course of thirty six (36) months commencing on the date of this agreement. The Company has agreed~~ to ~~issue~~two ~~and~~consultants, ~~sell~~having toa ~~the~~fair ~~Investor~~value ~~shares (the “Put Shares”)~~ of ~~its common stock~~$27,775 ~~par~~or ~~value~~ $01.~~0001~~01 per share~~. The~~, ~~put~~based ~~option~~upon ~~price is ninety-two percent (92%) of~~ the ~~average of two lowest~~ closing ~~bid price of any two applicable~~ trading ~~days~~ price, ~~consecutive~~ and ~~inconsecutive,~~was ~~during~~expensed ~~the~~as ~~five~~compensation ~~(5) trading day period commencing the date that a put notice is delivered to the Investor~~expense.

On ~~November~~September 416, 2010, the Company issued 100,000 shares of common stock to a ~~third~~consultant, ~~party~~having ~~investor~~a ~~for~~fair value of $2195,000 (or $0.~~21/~~95 per share), based upon the closing trading price, and was expensed as compensation expense.

On October 15, 2010, the Company issued 350,000 shares of common stock to a consultant, having a fair value of $178,500 or $0.51 per share, based upon the closing trading price, and was expensed as compensation expense.

On December 1, 2010, the Company issued 1,899 shares of common stock to a consultant, having a fair value of $1,500 or $0.79 per share, based upon the closing trading price, and was expensed as compensation expense.

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.

Three Months Ended March 31, 2011

On March 17, 2011 the Company issued 925,000 common shares to a related party for services at $0.58 per share.

~~Item~~MONKEY 2.ROCK ~~Management’s~~GROUP, ~~Discussion~~INC. ~~and~~AND ~~Analysis of Financial Condition and Results of Operations.~~SUBSIDIARY

~~This~~Notes ~~quarterly report on Form 10-Q and other reports filed by Monkey Rock Group, Inc. (“we,” “us,” “our,” or the “Company”) from time~~ to ~~time~~Consolidated ~~with~~Financial the U.S. Securities and Exchange 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 the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission (the “SEC”), 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.Statements

~~Although~~March ~~the Company believes that the expectations reflected in the forward-looking statements are reasonable~~31, ~~the~~2011 Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.(Unaudited)

~~Our~~NOTE ~~financial~~8 ~~statements~~– ~~are~~SUBSEQUENT prepared in accordance with accounting principles generally accepted in the 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 assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In 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.EVENTS

On June 23, 2011 the Company ~~Overview~~entered into a share purchase agreement with Nissi Group Incorporated (“Nissi Group”), a Hawaiian corporation, and certain Company shareholders, wherein the Company agreed to issue 90,000,000 shares of common stock for 100 percent of the outstanding common and preferred stock of Nissi Group for a total purchase price of $149,675. A portion of the purchase price was paid by related parties and the remaining balance of $94,154 had an original maturity date of September 30, 2011. As the outstanding balance of the purchase price was not paid in full as of the maturity date, the agreement is currently in default. On September 8, 2011 the Company issued the 90,000,000 shares of common stock called for in the share purchase agreement at $0.06 per share, the market closing price on June 23, 2011, the date the Company became obligated to issue the shares.

WeOn ~~are~~June a24, ~~United~~2011 ~~States~~the ~~based~~company ~~retail~~issued ~~leisure~~40,100,000 common ~~company~~shares ~~positioned~~ to ~~service~~third ~~the~~party ~~greater~~consultants ~~North~~for ~~American~~services ~~motorcycle~~rendered ~~rally~~in ~~industry. Currently,~~connection wewith ~~have~~the ~~assets~~purchase inof ~~real~~Nissi. ~~estate~~The ~~and~~shares inwere ~~retail~~issued at ~~business~~$0.06 ~~operations~~per inshare, the ~~short-cycle~~market ~~food~~closing price on June 23, ~~beverage~~2011, ~~and~~the ~~entertainment~~date ~~industry~~the Company became obligated to issue the shares.

On ~~January 6,~~July ~~2010~~28, ~~John~~2011 ~~Dent, our Chief Executive Officer and founder of~~ the ~~Monkey Rock USA™ brand purchased from the~~ Company 50issued 850,000~~,000~~ shares ofto ~~the~~settle/convert ~~Company’s common stock, par value $0.0001 per share (the “Acquired Shares”) for~~ a ~~total~~debt ~~purchase price~~ of ~~Two Hundred Thousand Dollars (~~$~~200~~21,~~000).~~250 ~~The~~representing ~~Acquired~~a ~~Shares~~portion ~~represented approximately 55.56%~~ of ~~the~~total ~~Company’s~~debt ~~issued~~ and accumulated ~~outstanding~~unpaid ~~common~~accrued ~~stock~~interest ~~upon~~to ~~closing~~be ofsettled/converted ~~the~~with ~~stock~~a ~~purchase~~related ~~agreement~~party.

On ~~February~~December 261, ~~2010,~~2011 the ~~Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Monkey Rock USA, LLC, a South Dakota limited liability~~ company ~~(“Monkey Rock LLC”) and the existing unitholders of Monkey Rock LLC. Pursuant to the terms of the Share Exchange Agreement~~issued 5, ~~the unitholders of Monkey Rock LLC exchanged 1,~~000 ~~membership units of Monkey Rock LLC~~, ~~representing 100% of the issued and outstanding membership units of Monkey Rock LLC, for 654,650,~~000 ~~newly~~common ~~issued~~ shares ofto ~~the~~a ~~Company’s~~third ~~common~~party ~~stock,~~consultant ~~representing~~for ~~approximately 88%~~services ofat ~~the~~$0.75 ~~Company’s~~per ~~outstanding common stock~~share.

On ~~March~~January 53, ~~2010,~~2012 the ~~Company~~company ~~executed~~issued 5,000,000 acommon ~~1-for-85~~shares ~~reverse~~to ~~split.~~a ~~All~~third ~~share~~party ~~and~~consultant ~~per~~for ~~share~~services ~~amounts~~at ~~have~~$0.75 ~~been~~per ~~retroactively restated~~share.

On January 26, 2012 the Company signed an agreement (“Agreement”) to settle/convert debt with a related party indicating an effective date of September 24, 2011 and was related to the Nissi share purchase agreement of June 23, 2011. The Agreement calls for the Company to issued 16,000,000 shares of its common stock to settle/convert related party debt and accrued interest of $281,828.

On February 2, 2012 the Company issued 5,250,000 shares of common stock to settle/convert a debt of $131,250 representing a portion of total debt and accumulated unpaid accrued interest to be settled/converted with a related party.

The Company has evaluated for subsequent events through the date the financial statements were issued, and concluded that events or transactions occurring during that period requiring recognition or disclosure have been made.

~~Plan~~ITEM of2. ~~Operation~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeTHIS ~~believe~~FILING weCONTAINS ~~are~~FORWARD-LOOKING ~~positioned~~STATEMENTS. THE toWORDS ~~become~~“ANTICIPATED,” a“BELIEVE,” ~~premier~~“EXPECT,” ~~retail~~“PLAN,” ~~leisure~~“INTEND,” ~~based company~~“SEEK,” “ESTIMATE,” ~~within~~“PROJECT,” ~~the~~“WILL,” ~~greater~~“COULD,” ~~North~~“MAY,” ~~American~~AND ~~motorcycle~~SIMILAR ~~rally~~EXPRESSIONS ARE ~~industry~~INTENDED ~~that~~TO ~~offers~~IDENTIFY ~~retail~~FORWARD-LOOKING ~~food~~STATEMENTS. THESE STATEMENTS INCLUDE, ~~beverage~~AMONG OTHERS, ~~entertainment~~INFORMATION REGARDING FUTURE OPERATIONS, FUTURE ~~and~~CAPITAL ~~exhibitor~~EXPENDITURES, ~~services~~AND inFUTURE aNET ~~variety~~CASH ofFLOW. ~~events~~SUCH ~~and~~STATEMENTS ~~venues~~REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. ~~The~~ ~~Company~~SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, ~~through~~OR ~~its~~SHOULD ~~Monkey~~UNDERLYING ASSUMPTIONS ~~Rock~~PROVE ~~USA™~~TO ~~brand~~BE INCORRECT, ~~successfully~~ACTUAL ~~completed~~RESULTS ~~its~~MAY ~~inaugural~~VARY ~~event~~MATERIALLY atAND ~~the~~ADVERSELY ~~Sturgis~~FROM ~~Motorcycle~~THOSE ~~Rally~~ANTICIPATED, inBELIEVED, ~~August~~ESTIMATED, OR ofOTHERWISE ~~2009~~INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

~~Our~~The ~~goal~~following isdiscussion toand ~~provide~~analysis anof ~~evolved,~~our ~~modern,~~financial condition and ~~environmentally~~plan ~~sophisticated~~of ~~customer~~operations ~~experience~~should be read in ~~the~~conjunction ~~retail~~with ~~leisure~~our ~~based~~financial ~~market~~statements ~~while~~and atrelated ~~the~~notes ~~same~~appearing ~~time~~elsewhere herein. ~~delivering~~This ~~unparalleled~~discussion ~~value~~and toanalysis contains forward-looking statements including information about possible or assumed results of our ~~customers.~~financial Toconditions, dooperations, ~~this~~plans, weobjectives ~~will~~and ~~offer~~performance ~~our~~that ~~products~~involve risk, uncertainties and ~~services~~assumptions. ~~through~~The actual ~~our~~results ~~mobile~~may ~~road~~differ ~~show,~~materially ~~retail~~from ~~operations~~those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our ~~website~~product sales and ~~digital~~potentially ~~solutions~~establish ~~that~~additional ~~emphasize~~license ~~a unique~~relationships, ~~fun~~these ~~and~~are ~~value~~forward-looking ~~driven~~statements. The ~~alternative~~words toexpect, ~~the~~anticipate, ~~more~~estimate ~~traditional~~or ~~operators~~similar inexpressions ~~our~~are ~~industry~~also used to indicate forward-looking statements.

~~Currently~~OVERVIEW ~~the~~OF THE ~~Monkey Rock USA ™ brand consists of the following:~~COMPANY

1The Company was incorporated as “Innovin Development Corporation” on December 18, 1997, in the State of Delaware. ~~THE~~ ~~MOBILE~~On ~~ROAD~~March ~~SHOW~~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.

~~The~~On ~~Monkey~~January ~~Rock~~10, ~~USA™~~2005, ~~road~~the ~~show~~Company iselected to abe ~~mobile~~regulated ~~concept~~as ~~that~~a ~~will~~Business ~~travel~~Development ~~nationally~~Company to(“BDC”) ~~market~~as ~~the~~outlined ~~brand~~in ~~and~~the ~~concept,~~Investment ~~delivering~~Company ~~Monkey~~Act ~~Rock~~of to1940 ~~people’s~~by ~~door~~filing a ~~steps.~~Form ~~The~~NT-54A ~~road~~with ~~show~~the ~~will~~U.S. ~~vary~~Securities inand ~~configuration~~Exchange ~~from~~Commission a(“Commission”). ~~completely~~On ~~custom~~December ~~mobile~~28, ~~branded~~2006, 70the ~~foot~~holders ~~tractor~~of a ~~trailer~~majority ~~rig~~of ~~that~~the ~~will~~outstanding ~~house~~shares aof ~~Monkey~~our ~~Rock~~common ~~USA™~~stock ~~store,~~entitled ~~game~~to ~~stations,~~vote ~~lounge~~executed ~~and~~a ~~accompanying~~written ~~leisure~~consent ~~and~~that ~~entertainment~~approved ~~space. The~~the ~~mobile~~withdrawal of ~~road~~our ~~show~~BDC ~~will~~election. ~~also~~On ~~include~~March ~~our~~9, ~~branded 10~~2007,~~000+~~ ~~sq.~~we ~~ft.~~filed ~~tent~~a ~~with~~notice ~~full~~of ~~scale~~our ~~Monkey~~withdrawal ~~Rock~~on ~~USA™~~Form ~~food,~~NT-54C ~~beverage~~with ~~and~~the ~~entertainment offerings~~Commission.

2We 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. ~~RETAIL~~ ~~OPERATIONS~~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~~ Monkey Rock ~~USA™~~Group, ~~will~~Inc. ~~feature~~formerly aComCam, ~~physical~~Inc., ~~location~~(“The ~~located~~Company”) inwas ~~Sturgis,~~incorporated ~~SD,~~in the ~~home~~State of ~~the~~Delaware ~~annual~~on ~~Sturgis~~January 1, ~~Motorcycle~~1999. ~~Rally~~Monkey ~~(“Sturgis”).~~Rock ~~Sturgis~~USA, ~~is the~~LLC ~~largest~~, ~~such~~a ~~rally~~limited liability company organized in the ~~world~~State ~~and~~of ~~will~~South ~~include~~Dakota aon ~~combination~~June ~~of bars~~5, ~~restaurants~~2009, ~~nightclubs,~~was ~~live~~acquired by ~~entertainment~~the ~~offerings,~~Company ~~retail~~in ~~stores,~~a ~~vendor~~reverse ~~space,~~merger ~~and~~on ~~services~~February 26, or2010. ~~any~~On ~~combination~~March ~~thereof.~~5, ~~In 2009~~2010, the Company ~~participated~~changed inits ~~the~~name ~~Sturgis~~to ~~event~~Monkey ~~and~~Rock ~~generated approximately $387~~Group,~~000 in revenue~~ Inc.

3The Company through Monkey Rock USA, LLC was formerly involved in food, beverage and entertainment venues within the motorcycle rally Industry. ~~WEB~~ ~~SITES~~The Company has discontinued such activities to pursue its gold mining interests.

~~Aside~~The ~~from~~Company ~~the~~maintained ~~traditional purposes of~~ a calendar ~~web~~December ~~site~~31, asyear-end, ~~an information portal~~whereas, the ~~Company~~Monkey ~~will~~Rock ~~use~~USA ~~its~~LLC ~~web~~maintained ~~sites~~a asNovember ~~an online retail store where it will sell its perpetually evolving lines of branded merchandise~~30, asyear-end. ~~well~~In asconnection ~~for~~with the reverse ~~development~~recapitalization, of the ~~most~~Monkey ~~comprehensive~~Rock ~~sector specific social networking portal~~USA, ~~online~~LLC ~~classified~~elected ~~ads~~to ~~and~~change ~~branded~~its ~~game~~year-end ~~play~~to ~~stations~~December 31.

4. DIGITAL SOLUTIONS

Through existing public social networking sites (Facebook, MySpace, etc.), the 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 extended growth plan.

All of the above activities will be supported by our management team. In addition, we need to significantly expand our management team as well as adding additional employees in order to fully execute our business plan. We are actively working on this process as well as attempting to raise sufficient capital to support current operations and to fund our acquisition efforts. We believe there are several potential acquisition targets that are synergistic to our operations and are currently available at reasonable valuations if our fund raising activities are successful. We believe we will be successful in our fund raising activities; however, there can be no assurances that we will be able to raise sufficient capital to fund our current operations or to consummate acquisitions. To date, all of the funding for Company’s operations has been provided by our chief executive officer and related parties. There can be no assurance that they will continue providing funding for the Company.

~~Our~~On ~~plan~~September ~~of action over the next twelve months is to focus on fund raising efforts~~15, ~~increasing~~2011 ~~brand~~we ~~awareness~~acquired 100% ~~in all aspects~~ of ~~our~~the ~~business~~common and ~~adding~~preferred ~~several~~shares ~~acquisitions~~of ~~that~~Nissi ~~will~~Mining ~~significantly~~Group, ~~increase~~Inc., ~~our~~a ~~size~~Hawaiian ~~and~~corporation ~~accelerate~~whose ~~the~~operations ~~process~~are ofheadquarters in ~~generating~~Yuma, ~~multiple revenue streams~~Arizona.

~~Recent~~We ~~Developments~~expect to continue the development of the mine at Los Flores as well as pursuing other business opportunities during the 2012 calendar year.

InThe ~~August~~financing 2,for ~~2010,~~our ~~the~~development ~~Company~~activities ~~entered into a contract with a concert promoter~~ to ~~sponsor~~date ahas ~~concert~~come ~~series called Rock N’ Rev~~ from ~~August 9-13, 2010 on~~ the ~~Company’s~~sale ~~property~~of incommon ~~Sturgis, SD~~stock. ~~These~~ ~~concerts~~We ~~were~~intend ~~held~~to finance ~~during~~our ~~that~~future ~~period~~development ~~with~~activities ~~some~~and ~~high~~working ~~profile~~capital ~~bands~~needs ~~performing~~largely ~~including~~from ~~“Guns N Roses” who made their first U.S. appearance in four years at~~ the ~~Rock~~sale N’of ~~Rev~~public ~~event.~~equity ~~The~~securities ~~Company is currently negotiating~~ with additional ~~concert~~funding ~~promoters~~from toa ~~sponsor~~private ~~concerts in~~placement ~~other~~or ~~venues~~secondary ~~around~~offering ~~the United States. The Company is hopeful that these potential partnerships could increase the visibility of the “Monkey Rock” brand name~~ and ~~generate~~other ~~profits.~~traditional ~~However~~financing sources, ~~there~~including ~~can~~term notes beuntil nosuch ~~assurance~~time that ~~future~~funds ~~concert~~provided ~~venues~~by ~~can~~operations beare ~~obtained,~~sufficient ~~and~~to iffund ~~they~~working docapital ~~occur, will generate profits for the Company~~requirements.

~~Results~~Since we have changed direction as a company since the acquisition of ~~Operations~~Nissi, and as we have had a limited history of operations, we anticipate that our quarterly results of operations will fluctuate significantly for the foreseeable future. We believe that period-to-period comparisons of our operating results should not be relied upon as predictive of future performance. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development.

~~Three~~For ~~Months~~the ~~Ended~~three ~~September~~months ~~30,~~ended ~~2010~~March ~~(Consolidated)~~31, ~~Compared~~2011 compared to the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, ~~2009~~2010

~~Revenues~~Research and ~~gross~~Development ~~profit~~Costs ~~for~~– ~~the~~During the three months ended ~~September 30~~March 31, ~~2010~~2011 ~~were~~and ~~$651~~2010,~~075~~ research and ~~$502,128~~development ~~compared~~costs to totaled $~~387,280~~-0- and $96-0-,~~671~~ ~~for the three months ended September 30, 2009~~respectively. The Company does ~~began~~not ~~generating~~engage ~~revenues~~ in ~~the~~Research ~~third quarter of 2009 due to its participation in the Sturgis Motorcycle Rally. The Company experienced an increase in revenue~~ and gross profit primarily attributable to further branding and awareness of the Company and Rock N’ Rev event during the three months ended September 30, 2010 as compared to a similar event in the corresponding three months ended September 30, 2009Developement. ~~For both the three months ended September 30, 2010 and 2009, substantially all of the Company’s revenues were earned during the August Sturgis, South Dakota bike rally.~~

~~General~~Operating ~~and~~Costs ~~administrative~~– ~~expenses~~During ~~for~~ the three ~~month~~months ~~period~~ ended March ~~September 30~~31, ~~2010~~2011 ~~amounted~~and ~~to $4~~2010,~~366,832~~ asoperating ~~compared~~costs tototaled $~~336~~600,~~116~~349 ~~for~~and ~~the corresponding three months ended September 30~~$189,129, ~~2009~~respectively. The increase isof ~~primarily~~$411,220 ~~attributable~~was tomainly anattributable increased ~~increase~~consulting ~~in stock based compensation of $4,019,592~~expenses.

~~Nine~~Interest ~~Months~~(Income) ~~Ended~~Expense ~~September~~- 30Net - During the three months ended March 31, 2011 and 2010, ~~(Consolidated)~~net ~~Compared~~interest toexpense ~~the Period~~totaled ~~from~~$20,470 ~~June~~and 5$0, ~~2009~~respectively. ~~(Inception) to~~The ~~September~~increase 30of $20,470 was ~~2009~~primarily due to the Company’s increased debt load.

~~Revenues~~The ~~and~~net ~~gross~~loss ~~profit~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2010 were $651,549~~ 2011 and ~~$502,572~~2010 ~~compared~~was to $~~387~~(751,~~280~~390) and $~~96,671 for the period from June 5, 2009~~ (~~Inception~~188,931) ~~to September 30~~, ~~2009~~respectively. The ~~Company~~increase ~~began generating revenues in the third quarter~~ of ~~2009~~$562,459 ~~due~~was tomainly ~~its participation in the Sturgis Motorcycle Rally. The Company experienced an increase in revenue and gross profit primarily~~ attributable to ~~further branding and awareness of~~ the ~~Company~~increase ~~and Rock N’ Rev event during the nine months ended September 30, 2010 as compared to a similar event~~ in ~~the~~consulting costs ~~period from June 5, 2009 (Inception) to September 30, 2009. For both the nine months ended September 30 2010~~ and ~~2009,~~other ~~substantially~~operating ~~all of the Company’s revenues were earned during the August Sturgis, South Dakota bike rally~~costs.

~~General~~Liquidity and ~~administrative~~capital ~~expenses~~resources for the nine month period ended September 30, 2010 amounted to $4,647,900 as compared to $429,048 for the period from June 5, 2009 (Inception) to September 30, 2009. The increase is primarily attributable to an increase in stock based compensation of $4,034,717.

~~The~~As ~~Company~~shown ~~has~~in ~~experienced~~the ~~significant~~accompanying ~~changes~~financial ~~in liquidity~~statements, for ~~capital~~the ~~resources~~three months ended March 31, 2011 and ~~stockholders’~~2010 ~~deficit.~~and ~~Our~~since ~~principal~~June ~~sources~~5, of2009 ~~liquidity~~through ~~consist~~March 31, 2011, the Company has had net losses of ~~cash~~$(751,390), $(188,931) and ~~cash~~$(6,315,515), ~~equivalents~~respectively. We ~~plan~~In view of these matters, the Company’s ability to ~~initially~~continue ~~fund~~as a ~~our~~going concern is dependent upon the Company’s ability to begin operations ~~through~~and ~~financing~~to ~~activities~~achieve ~~consisting~~a ~~primarily~~level of ~~private~~profitability. ~~placements~~However, there ofcan ~~debt~~be ~~and~~no ~~equity~~assurance ~~securities~~that ~~with~~the ~~existing~~Company ~~shareholders~~will ~~and~~be ~~outside~~able ~~investors.~~to ~~Our~~raise ~~principal~~capital ~~use~~or begin operations to achieve a level of ~~funds~~profitability to continue as a going concern. Since inception, the Company has ~~been~~financed ~~and~~its ~~will~~activities beprincipally ~~for~~from the ~~further~~sale of public equity securities. The Company intends on financing its future development activities and ~~expansion~~its working capital needs largely from the sale of ~~our~~public ~~Monkey~~equity ~~Rock~~securities ~~USA™~~with ~~brand~~some additional funding from other traditional financing sources, ~~for~~including ~~capital~~term ~~expenditures~~notes and ~~general~~proceeds from ~~corporate~~sub-licensing ~~expenses~~agreements until such time that funds provided by operations are sufficient to fund working capital requirements.

As previously mentioned, since inception we have financed our operations largely from the sale of common stock and debt financing provided by a related party. As of March 31, 2010, we have raised approximately $150,000 through stock issuances. As of March 31, 2011 we have received $ - 0 - through stock issuances. For the three month ended March 31, 2010 we received approximately $35,500 from a related party. For the three month period ended March 31, 2011 we received $ - 0 – from related parties.

Since our inception through March 31, 2011 we have incurred$-0- of research and development costs.

We have incurred significant net losses and negative cash flows from operations since our inception. As of March 31, 2011, we had an accumulated deficit of $6,315,515 and working capital deficit of $1,659,705.

AsWe ~~reflected~~will inbe ~~the~~dependent ~~accompanying~~upon ~~unaudited~~our ~~financial~~existing ~~statements~~cash, ~~the~~together with ~~Company~~anticipated ~~had~~net aproceeds ~~net~~from ~~loss~~a ofpublic ~~$4,207,517~~offering and ~~net~~future ~~cash~~debt ~~used~~issuances inand ~~operations~~private placements of ~~$202,100,~~common ~~respectively,~~stock ~~for~~and ~~the~~potential license ~~nine months ended September 30~~fees, ~~2010. The~~to ~~Company~~finance ~~also~~our ~~has~~planned aoperations ~~working~~through ~~capital~~the ~~deficit~~next of12 ~~$979,216~~months. ~~and~~Based ~~stockholders’~~on ~~deficit~~our ofanticipated ~~$458~~growth,~~732~~ ~~for~~we ~~the~~plan ~~nine~~to ~~months~~add ~~ended~~several employees ~~September~~to ~~30,~~our ~~2010~~staff.

~~Net~~Additional ~~cash~~capital ~~used~~may innot ~~operating~~be ~~activities~~available ~~for~~when ~~the~~required or ~~nine months~~on ~~ended~~favorable ~~September~~terms. 30If adequate funds are not available, ~~2010~~we ~~increased~~may be required to ~~$202,100~~significantly ~~compared~~reduce or refocus our operations or to ~~$180,853~~obtain ~~for~~funds ~~the~~through ~~period from~~arrangements ~~Inception~~that may require us to ~~September~~ 30relinquish rights to certain or potential markets, ~~2009~~either of which could have a material adverse effect on our business, financial condition and results of operations. ~~This~~To ~~increase~~the extent that additional capital is ~~primarily~~raised ~~attributable~~through tothe ~~further~~sale ~~developing~~of equity or convertible debt securities, the ~~Monkey~~issuance ~~Rock~~of ~~brand~~such securities would result in ownership dilution to our existing stockholders.

~~Net~~Off-Balance ~~cash~~Sheet ~~used~~Arrangements in investing activities for the nine months ended September 30, 2010 was $74,697, which consisted of $74,697 to purchase staging, seating and equipment, compared to $407,639 for the period from Inception to September 30, 2009.

~~Cash~~We ~~flow~~do ~~provided by~~not ~~financing~~have ~~activities~~any ~~was~~off-balance ~~$313,861~~sheet ~~for~~arrangements that ~~the nine~~have ~~months~~or ~~ended September~~are ~~30,~~reasonably ~~2010.~~likely ~~Cash~~to ~~flow~~have ~~provided~~a bycurrent ~~financing~~or ~~activities~~future ~~for~~effect ~~the~~on ~~period from~~our ~~Inception~~financial ~~to September 30~~condition, ~~2009~~changes ~~was~~in ~~$592~~financial condition,~~616.~~ revenues ~~This~~or ~~decease~~expenses, isresults ~~primarily attributable to repayments~~ of ~~notes~~operations, toliquidity, ~~related~~capital ~~parties~~expenditures ~~during~~or ~~the~~capital ~~nine~~resources ~~months~~that ~~ended~~is ~~September~~material ~~30,~~to ~~2010 in the amount of $341,276~~investors.

As of September 30, 2010, we had cash and cash equivalents of approximately $51,000. The Company’s cash current cash on hand, proceeds of loans from our Chief Executive Officer subsequent to the period ended September 30, 2010, and revenues from the 2010 Sturgis Rally will be not be sufficient to meet our working capital requirements for the next twelve month period.

Going Concern

As a result of our net loss from operations, net cash used in operations, deficit accumulated as of September 30, 2010, and since we were inactive prior to our merger with the Company in February 2010, our ability to continue as a going concern is in substantial doubt. Our ability to continue as a going concern is subject to the ability of the Company to generate profits 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.

Recent Accounting Pronouncements

In January 2010, the 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 in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances 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 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 consolidated financial statements.

In January 2010, 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 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. The amended guidance was effective for financial periods beginning after December 15, 2009, except the requirement to disclose Level 3 transactions on a gross basis, which becomes effective for financial periods beginning after December 15, 2010. ASU 2010-06 did not have a significant effect on the Company’s consolidated financial position or results of operations.

Critical Accounting Policies and Estimates

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

~~The~~We ~~preparation~~believe ~~of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions~~ that ~~affect~~ the ~~reported~~following ~~amounts~~critical ofpolicies ~~assets~~affect our ~~and~~more ~~liabilities~~significant ~~and~~judgments ~~disclosure of contingent assets~~ and ~~liabilities~~estimates atused ~~the~~in ~~date~~preparation of ~~the~~our financial statements ~~and the reported amounts of revenues and expenses during the reporting period~~.

~~Such~~We ~~estimates~~account for stock option grants in accordance with US GAAP. Stock-based compensation cost recognized during the ~~period~~periods ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009~~2010 includes compensation cost for all share-based payments granted prior to, ~~and~~but ~~assumptions~~not ~~affect~~yet vested as of January 1, ~~among~~2006 ~~others~~and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on their relative grant date fair values estimated in accordance with US GAAP. The Company recognizes compensation expenses on a straight-line basis over the ~~following:~~requisite service period.

·Determination ~~estimated~~of ~~useful~~the ~~lives~~fair ~~for~~values ~~property~~of stock option grants at the grant date requires judgment, including estimating the expected term of the relevant grants and ~~equipment;~~the expected volatility of the Company’s stock. Additionally, management must estimate the amount of stock option grants that are expected to be forfeited. The expected term of options granted represents the period of time that the options are expected outstanding and is based on historical experience of similar grants, giving consideration to the contractual terms of the grants, vesting schedules and expectations of future employee behavior. The expected volatility is based upon our historical market price at consistent points in a period equal to the expected life of the options. Expected forfeitures are based on historical experience and expectations of future employee behavior.

·Furniture ~~potential~~and ~~obsolescence~~equipment are recorded at cost and ~~impairment~~depreciated on ofa ~~inventory~~declining balance and straight-line basis over their estimated useful lives, ~~property~~principally two to seven years. Accelerated methods are used for tax depreciation. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When furniture and equipment are sold or otherwise disposed of, the asset account and ~~liquor~~related ~~license~~accumulated depreciation account are relieved, and any gain or loss is included in operations.

~~Making~~The ~~estimates~~Company ~~requires~~has ~~management~~incurred todeferred ~~exercise~~offering ~~significant~~costs ~~judgment.~~in connection Itwith israising atadditional ~~least~~capital ~~reasonably~~through ~~possible that~~ the ~~estimate~~sale of ~~the~~its ~~effect~~common ofstock. aThese ~~condition,~~costs ~~situation~~are orcapitalized ~~set~~and ofcharged ~~circumstances~~against additional ~~that existed at the date of the financial statements, which management considered~~ paid-in ~~formulating~~capital ~~its~~when ~~estimate~~common ~~could~~stock ~~change~~is inissued. ~~the~~If ~~near~~there ~~term~~is ~~due~~no toissuance ~~one~~of orcommon ~~more future confirming events. Accordingly~~stock, the ~~actual~~costs ~~results~~incurred ~~could~~are ~~differ~~charged to ~~significantly from estimates~~operations.

~~Intangible~~Research ~~Assets~~and development costs are charged to operations when incurred and are included in operating expenses.

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.14

~~Revenue~~New ~~Recognition~~Accounting Pronouncements

~~The~~For ~~Company~~a ~~followed~~description ~~the guidance~~ of ~~the~~recent ~~Securities~~accounting ~~and~~standards, including ~~Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. The Company records revenue when all of~~ the ~~following~~expected ~~have~~dates ~~occurred; (1) persuasive evidence~~ of anadoption ~~arrangement~~and ~~exists~~estimated effects, ~~(2)~~if ~~product delivery has occurred~~any, ~~(3)~~on ~~the~~our ~~sales~~financial ~~price to the customer is fixed or determinable~~statements, ~~and~~see ~~(4)~~“Significant ~~collectability~~Accounting Polices: isRecent ~~reasonably~~Accounting ~~assured. Revenue~~Standards” ~~is recognized at point~~ of ~~sale,~~this ~~with~~Form ~~no further obligation for the following:~~10-Q.

·Item ~~food~~3. Quantitative and ~~beverage~~Qualitative ~~products~~Disclosures About Market Risk

·Not ~~vendor booth space~~applicable.

·Item ~~sponsorships~~4T. Controls and Procedures

·The tCompany’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-~~shirts~~15(e) and 15d-15(e) under the Exchange Act) as of and for the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack

~~The~~of ~~Company~~segregation ~~reports~~of ~~revenue~~duties. ~~net~~Currently, management contracts with an outside CPA to perform the duties of ~~sales~~the ~~and~~Chief ~~use~~Financial ~~taxes~~Officer ~~collected~~and ~~from~~Principle ~~customers~~Accounting Officer and ~~are~~an ~~remitted~~outside consultant to ~~governmental~~assist ~~taxing~~with ~~authorities~~the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the three months ended March 31, 2011, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

As of the date of this Quarterly Report, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is not any threatened or pending litigation against us or any of our officers or directors.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended March 31, 2011, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

On March 17, 2011 the Company issued 925,000 common shares to a related party for services at $0.58 per share.

On June 24, 2011 the company issued 40,100,000 common shares to third party consultants for services rendered in connection with the purchase of Nissi. The shares were issued at $0.06 per share, the market closing price on June 23, 2011, the date the Company became obligated to issue the shares. On July 28, 2011 the Company issued 850,000 shares to settle/convert a debt of $21,250 representing a portion of total debt and accumulated unpaid accrued interest to be settled/converted with a related party.

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

On January 3, 2012 the company issued 5,000,000 common shares to a third party consultant for services at $0.75 per share.

Item 3.

Defaults upon Senior Securities

There have been no defaults in any material payments during the covered period.

Item 4.

Removed and Reserved

Item 5.

Other Information

The Company does not have any other material information to report with respect to the three month period ended March 31, 2011.

~~Share~~Item ~~Based~~6. ~~Payments~~Exhibits and Reports on Form 8-K

Off-Balance Sheet Arrangements



31.1		Certification of the Chairman of the Board, Chief Executive Officer, and Principal Financial Officer (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K

31.2		Certification of the Principal Accounting Officer (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K

32.1		Written Statements of the Chief Executive Officer, This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K

32.2		Written Statements of the Chief Financial Officer and Principal Accounting Officer (This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls. Our Chief Executive Officer and Chief Financial and Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter ended September 30, 2010 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, the CEO concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules based on the material weakness described below:

1. During the most recent Sturgis, South Dakota Event, the Company’s Chief Executive Officer utilized a personal bank account to manage part of the operation. Collections and bill payments were deposited and transacted out of this account for part of the operation. The significant deficiency has been acknowledger and the Company is implementing proper controls and procedures to mitigate the risk that such occurrence will occur in the future.

2. We are currently in the process of formally documenting internal controls. This process is expected to be complete on or before December 31, 2010.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in internal control over financial reporting. In order to rectify our ineffective disclosure controls and procedures, we are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we have taken the following steps to address the above-referenced material weaknesses in our internal control over financial reporting:

1. educate our management personnel to comply with the disclosure requirements of Securities Exchange Act of 1934 and Regulation S-K;

2. enhance management oversight of accounting and reporting functions in the future.

3. access and evaluate our internal control environment, and implement and proceed with formally documenting our controls.

PART II - OTHER INFORMATION

Item 1. 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 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the period ended September 30, 2010, that were not disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. (Removed and Reserved).

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit Number		Description of Document
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of John Dent, Principal Executive Officer of the Company.
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of John Dent, Principal Accounting Officer of the Company.
32.1		Certification Pursuant to 18 U.S.C. Section 1350 of John Dent, Principal Executive Officer of the Company.
32.2		Certification Pursuant to 18 U.S.C. Section 1350 of John Dent, Principal Accounting Officer of the Company.

SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, ~~thereunto~~thereto duly authorized.:

	~~MONKEY ROCK GROUP, INC.~~	MONKEY ROCK GROUP, INC.
Dated: November 22, 2010	By:	/s/ John Dent
Dated: February 07, 2012		By:	/S/ Dexter Aspacio
		Name: John Dent
			Chief Executive Officer and Chairman of the Board (Principal Executive Officer and Principal Financial Officer)
		Title: Chief Executive Officer

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