- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2010

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

For the transition period from __________ to __________

Commission File No. 001-15165

MONKEY ROCK GROUP, INC.

(Exact Name of Registrant in its Charter)

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

P.O. Box 1030

Sturgis, SD 57785

(Address of Principal Executive Offices)(Zip Code)

(877) 523-4070

Registrant’s Telephone Number

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

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

As of August 20, 2010, there were 8,890,472 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Balance Sheets – As of June 30, 2010 (Consolidated) (Unaudited) and November 30, 2009	3

	Statements of Operations – For the Period from June 5, 2009 (Inception) to June 30, 2009, One Month Ended December 31, 2009, Three Months Ended June 30, 2010 (Consolidated) and Six Months Ended June 30, 2010 (Consolidated) (Unaudited)	4

	Statements of Cash Flows – For the Period from June 5, 2009 (Inception) to June 30, 2009, One Month Ended December 31, 2009 and Six Months Ended June 30, 2010 (Consolidated) (Unaudited)	5

	Notes to Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	(Removed and Reserved)	16

Item 5.	Other Information	16

Item 6.	Exhibits	16

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Monkey Rock Group, Inc. and Subsidiary

Consolidated Balance Sheets

	June 30, 2010 (Consolidated) (Unaudited)			November 30, 2009


Assets

Current Assets
Cash	$	1,709		$	25,813
Inventory		21,248			21,278
Prepaid expenses		19,760			44,691
Total Current Assets		42,717			91,782

Property & Equipment		89,112			101,819

Liquor License		365,000			365,000

Total Assets	$	496,829		$	558,601

Liabilities and Stockholders' Deficit

Current Liabilities
Accounts payable	$	119,135		$	74,284
Deferred revenue		3,500			-
Notes payable - related party		852,686			827,016
Note payable		50,000			50,000
Accrued interest payable - related party		51,863			17,110
Accrued interest payable		4,482			1,339
Total Current Liabilities		1,081,666			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;
8,887,972 and 8,760,472 shares issued and outstanding		889			876
Additional paid-in capital		165,236			124
Accumulated deficit		(750,962	)		(412,148	)
Total Stockholders' Deficit		(584,837	)		(411,148	)

Total Liabilities and Stockholders' Deficit	$	496,829		$	558,601

Monkey Rock Group, Inc. and Subsidiary

Consolidated Statement of Operations

(Unaudited)

	June 5, 2009 (Inception) to June 30, 2009			One Month Ended December 31, 2009			Three Months Ended June 30, 2010 (Consolidated)			Six Months Ended June 30, 2010 (Consolidated)



Revenue	$	-		$	1,000		$	245		$	475

Cost of revenue		-			-			-			31

Gross Profit		-			1,000			245			444

Operating Expenses
General and administrative		92,932			25,785			145,261			318,973
Total Operating Expenses		92,932			25,785			145,261			318,973

Loss from Operations		(92,932	)		(24,785	)		(145,016	)		(318,529	)

Other Income (Expense)
Other Income		-			-			4,500			4,500
Total Other Income (Expense)		-			-			4,500			4,500

Net loss	$	(92,932	)	$	(24,785	)	$	(140,516	)	$	(314,029	)

Net loss per common share - basic and diluted		(0.01	)		(0.00	)		(0.02	)		(0.04	)

Weighted average number of common shares outstanding
during the period - basic and diluted		8,760,472			8,760,472			8,860,472			8,828,980

Monkey Rock Group, Inc. and Subsidiary

Consolidated Statement of Cash Flows

(Unaudited)

	June 5, 2009 (Inception) to June 30, 2009			One Month Ended December 31, 2009			Six Months Ended June 30, 2010 (Consolidated)
	June 5, 2009 (Inception) to June 30, 2009			One Month Ended December 31, 2009			Six Months Ended June 30, 2010 (Consolidated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(92,932	)	$	(24,785	)	$	(314,029	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			1,858			10,848
Shares issued for services rendered		-			-			15,125
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Accounts receivable		(27,800	)		-			-
Inventory		(2,772	)		-			30
Prepaid expenses		(79,263	)		15,418			9,836
Increase/(Decrease) in:
Accounts payable and accrued liabilities		-			(2,281	)		45,895
Deferred revenue		74,900			-			3,500
Accrued interest payable - related party		-			-			34,753
Accrued interest payable		-			-			3,143
Net Cash Used In Operating Activities		(127,867	)		(9,789	)		(190,899	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment		(50,368	)		-			-
Purchase of liquor license		(300,000	)		-			-
Net Cash Used in Investing Activities		(350,368	)		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		488,517			-			65,577
Repayments of notes payable - related party		-			(2,014	)		(37,893	)
Proceeds from issuance of member units		1,000			-			-
Proceeds from issuance of common stock		-			-			150,914
Net Cash Provided By (Used In) Financing Activities		489,517			(2,014	)		178,598

Net Increase (Decrease) in Cash		11,282			(11,803	)		(12,301	)

Cash - Beginning of Period		-			25,813			14,010

Cash - End of Period	$	11,282		$	14,010		$	1,709

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		$	-		$	-

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2010

(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 June 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 “Company”), was incorporated in the State of Delaware on January 1, 1999. Monkey Rock USA, LLC (“Monkey Rock”), 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 greater North American 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 did not elect to change its year-end to December 31, as a result, these financial statements will present a one-month transition period to align the differences in the year end as well as present the current three and six month periods as required for quarterly reporting.

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2010

(Unaudited)

Risks and Uncertainties

The Company operates in an industry that is subject to rapid change. The Company's operations will be 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 June 30, 2010, and assumptions affect, among others, the following:

●	estimated useful lives for property and equipment; and

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

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

Inventory

Inventory consists of finished goods, principally consisting of beverages and t-shirts. Inventory is stated at the lower of cost or market, determined by the first-in, first-out (FIFO) method.

Intangible Assets

Valuation of intangible assets include significant estimates and assumptions such as estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the successful completion of projects, continuation of customer relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired.

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.

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 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.

Advertising

Costs incurred for advertising is charged to operations as incurred. For the three and six months ended June 30, 2010, the Company expensed $5,662 and $9,078, respectively.

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.

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 Company reflected a net loss in 2010 and 2009, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. 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 share and per share amounts have been retroactively restated.

Monkey Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2010

(Unaudited)

Recent Accounting Pronouncements

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.

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $314,029 and net cash used in operations of $190,899 for the six months ended June 30, 2010, respectively. The Company also has a working capital deficit of $1,038,949 and stockholders’ deficit of $584,837 at June 30, 2010.

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 informally agreed not to demand payment until the Company has become self-sustaining.

The accompanying 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

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 Rock Group, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2010

(Unaudited)

Note 5 Convertible Notes Payable and Notes Payable

(A) Notes Payable - Related Party

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

				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
Total outstanding balance - June 30, 2010				$	852,686

(B) Convertible Debenture

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

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 is due September 2, 2010.

Note 6 Stockholders’ Deficit

On June 30, 2010, the Company issued 27,500 shares of common stock, having a fair value of $15,125 ($.55/share), based upon the closing trading price. At June 30, 2010, the Company expensed this stock issuance as a component of general and administrative expense.

Note 7 Subsequent Events

During July and August 2010, the Company received advances from its Chief Executive Officer totaling $243,000. The advances bear interest at 7%, are unsecured and due on demand.

The Chief Executive Officer has informally agreed not to demand payment until the Company has become self-sustaining.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the United States 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 Securities and Exchange Commission, 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.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the 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.

Our financial statements are 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.

COMPANY OVERVIEW

We are a United States based retail leisure development stage company positioned to service the greater North American motorcycle rally industry. Currently, we have assets in real estate and in retail business operations in the short-cycle food, beverage and entertainment industry.

On January 6, 2010, John Dent, our Chief Executive Officer and founder of the Monkey Rock USA™ brand purchased from the Company 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Acquired Shares”) for a total purchase price of Two Hundred Thousand Dollars ($200,000). The Acquired Shares represented approximately 55.56% of the Company’s issued and outstanding common stock upon closing of the stock purchase agreement.

On February 26, 2010, 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, 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 issued shares of the Company’s common stock, representing approximately 88% of the Company’s outstanding common stock.

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

PLAN OF OPERATION

We believe we are positioned to become a premier retail leisure based company within the greater North American motorcycle rally industry that offers retail food, beverage, entertainment and exhibitor services in a variety of events and venues. The Company, through its Monkey Rock USA™ brand, successfully completed its inaugural event at the Sturgis Motorcycle Rally in August of 2009.

Our goal is to provide an evolved, modern and environmentally sophisticated customer experience in the retail leisure based market while at the same time delivering unparalleled value to our customers. To do this, we will offer our products and services through our mobile road show, retail operations, our website and digital solutions that emphasize a unique, fun and value driven alternative to the more traditional operators in our industry.

Currently the Monkey Rock USA ™ brand consists of the following:

1.	THE MOBILE ROAD SHOW

The Monkey Rock USA™ road show is a mobile concept that will travel nationally to market the brand and concept, delivering Monkey Rock to people’s door steps. The road show will vary in configuration from a completely custom mobile branded 70 foot tractor trailer rig that will house a Monkey Rock USA™ store, game stations, lounge and accompanying leisure and entertainment space. The mobile road show will also include our branded 10,000+ sq. ft. tent with full scale Monkey Rock USA™ food, beverage and entertainment offerings.

2.	RETAIL OPERATIONS

The Monkey Rock USA™ will feature a physical location located in Sturgis, SD, the home of the annual Sturgis Motorcycle Rally, (“Sturgis”). Sturgis is the largest such rally in the world and will include a combination of bars, restaurants, nightclubs, live entertainment offerings, retail stores, vendor space and services or any combination thereof, as appropriate. In 2009, the Company participated in the Sturgis event and generated approximately $387,000 in revenue.

WEB SITES

Aside from the traditional purposes of a web site as an information portal, the Company will use its web sites as an online retail store where it will sell its perpetually evolving lines of branded merchandise, as well as for the development of the most comprehensive sector specific social networking portal, online classified ads and branded game play stations.

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 plan of action over the next twelve months is to focus on fund raising efforts, increasing brand awareness in all aspects of our business and adding several acquisitions that will significantly increase our size and accelerate the process of generating multiple revenue streams.

RECENT DEVELOPMENTS IN MONKEY ROCK’S DEVELOPMENT

In July 2010 the Company entered into a contract with a concert promoter to sponsor a concert series called Rock N’ Rev from August 9-13, 2010 on the Company’s property in Sturgis, SD. These concerts were held during that period with some high profile bands performing including “Guns N Roses” who made their first U.S. appearance in four years at the Rock N’ Rev event. The Company is currently negotiating with this concert promoter to sponsor concerts in other venues around the United States. The Company is hopeful that this partnership could increase the visibility of the “Monkey Rock” brand name and generate profits. However, there can be no assurance that future concert venues can be obtained, and if they do occur, will generate profits for the Company

RESULTS OF OPERATIONS

The Company was formed on June 5, 2009, therefore, the comparative totals for the period ended June 30, 2010 for comparison purposes will include approximately one month of operations from June 5, 2009 (Inception) to June 30, 2009.

Three Months Ended June 30, 2010 Compared to the Period from June 5, 2009 (Inception) to June 30, 2009

Revenues for the three months ended June 30, 2010 were $245 compared to $0 for the one month period ended June 30, 2010. The Company began generating revenues for 2010 in the third quarter of 2010 due to its participation in the Sturgis Motorcycle Rally. In August 2009, the Company generated $387,524 in revenue at the 2009 Sturgis Motorcycle Rally. This was the only revenue generating event for the Company in 2009. As a result of its partnership with a concert promoter for the 2010 Sturgis event, which was completed on August 15, 2010, revenues generated by the Company are currently indeterminable due to a contractual revenue sharing and expense sharing agreement which has not yet been reconciled and agreed to by both parties.

General and administrative expenses for the three month period ended June 30, 2010 amounted to $145,261. These expenses were comprised primarily of interest expense of $15,182 on related party loans necessary to fund Company expenses, rent expense of $46,250 on the Company’s facilities at Sturgis, SD, $46,278 of professional fees necessary to operate as a public company (of which $15,125 was paid in common stock) and other miscellaneous expenses. In 2009, comparable expenses for interest, rent and professional fees were $0, $0, and $1,300, respectively.

Six Months Ended June 30, 2010 Compared to the Period from June 5, 2009 (Inception) to June 30, 2009

Revenues for the six months ended June 30, 2010 were $475 compared to $0 for the period from June 5, 2009 (Inception) to June 30, 2009.

General and administrative expenses for the period ended June 30, 2010 amounted to $318,973. These expenses were comprised primarily of accrued interest of $37,896 on related party loans necessary to fund Company expenses and to acquire the liquor license in Meade County, South Dakota, rent expense of $92,500 on the Company’s facilities at Sturgis, $120,050 of professional fees necessary to operate as a public company (of which $15,125 was paid in common stock) and other miscellaneous expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ deficit Our principal sources of liquidity consist of cash and cash equivalents. We plan to initially fund our operations through financing activities consisting primarily of private placements of debt and equity securities with existing shareholders and outside investors. Our principal use of funds has been and will be for the further development and expansion of our Monkey Rock USA™ brand, for capital expenditures and general corporate expenses.

As reflected in the accompanying financial statements, the Company had a net loss of $314,029 and net cash used in operations of $190,899, respectively, for the six months ended June 30, 2010. The Company also has a working capital deficit of $1,038,949 and stockholders’ deficit of 584,837 at June 30, 2010.

Net cash used in operating activities for the six months ended June 30, 2010 increased to $190,899 compared to $127,687 for the period from June 5, 2009 (Inception) to June 30, 2009. This increase is primarily attributable to an increase in the company’s operating loss from $92,932 in 2009, compared to an operating loss of $314,029 in 2010 partially offset by an increase in accounts payable and accrued interest payable .

In 2009, net cash used in investing activities was $350,368, which consisted of $50,368 to purchase property and equipment and $300,000 to purchase a liquor license in Meade County, South Dakota. No cash has been used in investing activities since the period ended June 30, 2009.

Cash flow provided by financing activities was $178,598 for the six months ended June 30, 2010. Cash flow provided by financing activities for the period from June 5, 2009 (Inception) to June 30, 2009 was $489,517. This decrease is primarily attributable to a decrease in related party loans from $488,517 in 2009 to $65,577 in 2010, partially offset by $150,914 in proceeds from the issuance of common stock in 2010.

As of June 30, 2010, we had cash and cash equivalents of approximately $1,709. The Company’s cash current cash on hand, proceeds of loans from our Chief Executive Officer subsequent to the period ended June 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 during the development stage as of June 30, 2010, and since we were inactive prior to our merger with Monkey Rock Group, Inc., 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical Accounting Estimates

We make estimates and assumptions in the preparation of our consolidated financial statements, which affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and revenues and expenses for the applicable period ended date. Future events and their effects cannot be determined with certainty; therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates and such differences may be material to our consolidated financial statements. Management continually evaluates its estimates and assumptions, which are based on historical experience and other factors we believe to be reasonable under the circumstances.

OFF-BALANCE SHEET ARRANGEMENTS

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 and Procedures. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, Our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2010, our internal control over financial reporting was effective.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual report on Form 10-K for the year ended December 31, 2009, filed with the SEC on May 5, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Except as set forth below, there were no unregistered sales of Equity Securities and Use of Proceeds during the period ended June 30, 2010, that were not disclosed on a 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 Financial 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 Financial Officer of the Company.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.