S-8

As filed with the Securities and Exchange Commission on May 8, 2013

SEC File No. 000-53009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CAM Group, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	57-1021913 (I.R.S. Employer Identification No.)
151 Shengli Avenue North, Jixing Building, Shijiazhuang, Hebei Province, People’s Republic of China (Address of principal executive offices) Consulting Agreement (Full title of the plan)
Nevada Agency And Transfer Company: 50 West Liberty Street, Suite 880, Reno, NV 89501 (Name and address of agent for service)
(775) 322-0626 (Telephone number, including area code, of agent for service)

__________________________

Copies to:

Charles B. Pearlman, Esq.

Pearlman Schneider LLP

2200 Corporate Boulevard NW

Suite 210

Boca Raton, Florida 33341

Phone: (561) 362-9595

Fax:     (561) 362-9612

Email: Charlie@pslawgroup.net

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock $0.001 par value	220,000 Shares	$0.90 Per Share	$198,000	$27.00

⁽¹⁾ This registration statement covers common stock issuable pursuant to a Consulting Agreement between the Registrant and R. Chris Cottone.

⁽²⁾ Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing the registration statement.

(1)

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form S-8, such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933.

The Company

CAM Group Inc. (the “Company”) has its principal executive offices at 151 Shengli Avenue North, Jixing Building, Shijiazhuang, Hebei Province, P. R. China. The Company’s telephone number is +86-0311-8696-4264.

Purpose

The Company will issue common stock to certain employees, officers, directors and consultants pursuant to consulting agreements and employment agreements, which have been approved by the Board of Directors of the Company. The agreements are intended to provide a method whereby the Company may be stimulated by the personal involvement of such employees, officers, directors and consultants in the Company's future prosperity, thereby advancing the interests of the Company and all of its shareholders. The consulting agreement has been filed as an exhibit to this registration statement.

Common Stock

The Board has authorized the issuance of 220,000 shares of the common stock to the consultant upon effectiveness of this registration statement.

The Consultant

The Consultant has agreed to provide his expertise and advice to the Company for the purposes set forth in the Consulting Agreement.

No Restrictions on Transfer

The employees, officers, directors and consultants will become the record and beneficial owners of the shares of common stock upon issuance and delivery and are entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the common stock.

Tax Treatment to the Recipients

The common stock is not qualified under Section 401(a) of the Internal Revenue Code. The employees, officers, directors and consultants, therefore, will be required for federal income tax purposes to recognize compensation during the taxable year of issuance unless the shares are subject to a substantial risk of forfeiture. Accordingly, absent a specific contractual provision to the contrary, the recipients will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. If, however, the recipients receive shares of common stock pursuant to the exercise of an option or options at an exercise price below the fair market value of the shares on the date of exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise will be deemed compensation for federal income tax purposes. The recipients are urged to consult each of their tax advisors on this matter. Further, if any recipient is an “affiliate,” Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be a tax deductible expense by the Company for federal income tax purposes in the taxable year of the Company during which the recipient recognizes income.

Restrictions on Resales

In the event that an affiliate of the Company acquires shares of common stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the event that any affiliate acquiring shares hereunder has sold or sells any shares of common stock in the six months preceding or following the receipt of shares hereunder, any so called “profit,” as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have been recognized as valid consideration for the “purchase” of shares in connection with the “profit” computation under Section 16(b) of the Exchange Act. The Company has agreed that for the purpose of any “profit” computation under 16(b), the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of common stock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

(2)

 Item 2.Registrant Information and Employee Plan Annual Information.

A copy of any document or part thereof incorporated by reference in this registration statement but not delivered with this prospectus or any document required to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be addressed to: CAM Group, Inc., 151 Shengli Avenue North, Jixing Building, Shijiazhuang, Hebei Province, P. R. China, where its telephone number is +86-0311-8696-42645628.

PART II

Item 3.Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(1) Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on April 3, 2012.

(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on May 3, 2012.

(3) Amendment to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Commission on September 14, 2012.

(4) Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the Commission on November 19, 2012.

(5) Amendment to Current Report on Form 8-K/A filed with the Commission on December 3, 2012.

(6) Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on April 15, 2013.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

Any statement contained in an incorporated document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not Applicable

Item 5.Interests of Named Experts and Counsel.

No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Item 6.Indemnification of Directors and Officers.

Under Nevada law, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such person against liability under the Securities Act of 1933.

In addition, Section 78.037 of the Nevada Revised Statutes and the Company's Articles of Incorporation and Bylaws provide that a director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages due to breach of fiduciary duty as a director except for liability (a) for acts or omissions not in good faith which involve intentional misconduct, fraud or a knowing violation of law; or (b) for the payments of distribution in violation of Nevada Revised Statute 78.300.

The effect of these provisions may be to eliminate the rights of the Company and its stockholders (through stockholders’ derivative suit on behalf of the Company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (a) – (b) of the preceding paragraph.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

Exhibit Number	Description
5.1	Opinion of Pearlman Schneider LLP
10.1	Consulting Agreement with R. Chris Cottone
23.1	Consent of Anderson Bradshaw PLLC, Independent Registered Public Accounting Firm
23.2	Consent of Pearlman Schneider LLP (included in Exhibit 5.1)

Item 9.Undertakings.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Nevada General Corporation Law, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(3)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the city of Guangzhou province of Guangdong, People’s Republic of China, on May 6, 2013. 

CAM Group, Inc.
By:	/s/ Kit Ka
	Kit Ka
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kit Ka as her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

By:	/s/ Kit Ka	May 8, 2013
	Kit Ka
	Chief Executive Officer
By:	/s/ Cai Wei Heng	May 8, 2013
	Cai Wei Heng
	President
By:	/s/ Weixuan Luo	May 8, 2013
	Weixuan Luo
	Chief Financial Officer
By:	/s/ Chen Li Jun	May 8, 2013
	Chen Li Jun
	Chairman
By:	/s/ Peng Guo Jiang	May 8, 2013
	Peng Guo Jiang
	Director
By:	/s/ Zhang Zi Jin	May 8, 2013
	Zhang Zi Jin
	Director
By:	/s/ Enrique Marchese	May 8, 2013
	Enrique Marchese
	Director
By:	/s/ Fong Fung Yi	May 8, 2013
	Fong Fung Yi
	Director

(4)

Exhibit Index

Exhibit Number	Description
5.1	Opinion of Pearlman Schneider LLP
10.1	Consulting Agreement with R. Chris Cottone.
23.1	Consent of Anderson Bradshaw PLLC, Independent Registered Public Accounting Firm
23.2	Consent of Pearlman Schneider LLP (included in Exhibit 5.1)

EX-5.1

EXHIBITS 5.1 AND 23.2

PEARLMAN SCHNEIDER LLP

Attorneys-at-Law

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33431-7307

Telephone
James M. Schneider, Esq.	(561) 362-9595
Charles B. Pearlman, Esq.
Facsimile
Brian A. Pearlman, Esq.	(561) 362-9612

May 6, 2013

CAM Group, Inc.

151 Shengli Avenue North

Jixing Building

Shijiazhuang, Hebei Province

People’s Republic of China

Re: CAM Group, Inc., a Nevada corporation (the "Company")

Registration Statement on Form S-8 (the "Registration Statement")

Gentlemen:

This opinion is furnished to you in connection with the Registration Statement to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 220,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued pursuant to R. Chris Cottone under the terms of a Consulting Agreement (the “Agreement”).

In our capacity as counsel to the Company, we have examined the original, certified, conformed, photostat or other copies of the Company's Articles of Incorporation and By-Laws, the Agreement, corporate minutes provided to us by the Company and such other documents and instruments as we deemed necessary. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

Subject to and in reliance upon the foregoing, we are of the opinion that the Shares to be issued as compensation under the Agreement, when issued in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement to be filed with the SEC. In giving this opinion and such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Pearlman Schneider LLP

Pearlman Schneider LLP

EX-10.1

R. Chris Cottone

7951 SW 6th St., Ste. 216

Plantation, Florida 33324

Tel: 954-424-2345

Fax: 954-424-2230

January 16, 2013

PERSONAL AND CONFIDENTIAL

CAM Group Inc.

Jixing Building, 151 Shengli Avenue North

Shijiazhuang, Hebei Province, P.R. China

Attn: Weiheng Cai, President

Dear Mr. Cai,

This service agreement ("Agreement") confirms the terms and conditions of the engagement of R. Chris Cottone ("Mr. Cottone") byCAM Group Inc., a Nevada corporation (the "Company") to render certain professional services to the Company in connection with the Company's compliance with United States Generally Accepted Accounting Principles (“US GAAP”) and reporting.

1. Services. Mr. Cottone agrees to perform the following services:

(a) Advise and assist the Company in the conversion of its financial reporting systems to a format that is consistent with US GAAP for the periods ended March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013;

(b) Provide necessary consulting services and support as an international liaison for Company to its auditors regarding the consolidated financial statements;

(c) Prepare XBRL Filings for Q1, Q2 and Q3 of 2013, and 10K of 2013, including HTML formats;

(d) Prepare the Company’s 2012 tax return;

2. Fees. The Company agrees to pay Mr. Cottone for its services a professional service fee ("Service Fee") of 220,000 shares of common stock of the Company upon signing this Agreement, which shall be deemed fully earned upon signing this Agreement.

Client initials:___

In addition to any fees that may be payable to Mr. Cottone under this letter, the Company agrees to reimburse Mr. Cottone, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with Mr. Cottone’s activities under this letter.

3. Term. The term of this Agreement shall commence on signing of this Agreement and end upon the submission of the Form 10K for the year of 2013 (the "Term"). This Agreement may be renewed upon mutual written agreement of the parties hereto. This agreement may be terminated by the Company prior to its expiration or services being rendered with 45 days prior written notice to Mr. Cottone. Any obligation pursuant to this Paragraph 3, 4 (indemnification), 5 (other matters), 6 (governing law) and 9 (miscellaneous) hereof, shall survive the termination or expiration of this Agreement. Additionally, the parties specifically agree that in the event the Company terminates this Agreement prior to expiration of the Term, the full Service Fee shall become immediately due and payable.

4. Indemnification. In addition to the payment of fees and reimbursement of fees and expenses provided for above, the Company agrees to indemnify Mr. Cottone and its affiliates with regard to the matters contemplated herein, as set forth in Exhibit A, attached hereto, which is incorporated by reference as if fully set forth herein.

5. Matters Relating to Engagement. The Company acknowledges that Mr. Cottone has been retained solely to provide the services set forth in this Agreement. In rendering such services, Mr. Cottone shall act as an independent contractor, and any duties of Mr. Cottone arising out of its engagement hereunder shall be owed solely to the Company. The Company further acknowledges that Mr. Cottone may perform certain of the services described herein through one or more of its affiliates.

The Company acknowledges that Mr. Cottone is a consulting firm that is engaged in providing consulting services. The Company acknowledges and agrees that in connection with the performance of Mr. Cottone's services hereunder (or any other services) that neither Mr. Cottone nor any of its employees will be providing the Company with legal, tax or accounting advice or guidance (and no advice or guidance provided by Mr. Cottone or its employees to the Company should be construed as such) and that neither Mr. Cottone nor its employees hold itself or themselves out to be advisors as to legal, tax, accounting or regulatory matters in any jurisdiction. Mr. Cottone may retain attorneys and accountants that are for Mr. Cottone’s benefit, and Mr. Cottone may recommend a particular law firm or accounting firm to be engaged by the Company and may pay the legal expenses or accounting expenses associated

Client initials:___

with that referral on behalf of the Company, after full disclosure to the Company and the Company’s consent that Mr. Cottone make such payment on its behalf. However, Mr. Cottone makes no recommendation as to the outcome of such referrals. The Company shall consult with its own legal, tax, accounting and other advisors concerning all matters and advice rendered by Mr. Cottone to the Company, and the Company shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the advice and guidance given by Mr. Cottone to the Company. Neither Mr. Cottone nor its employees shall have any responsibility or liability whatsoever to the Company or its affiliates with respect thereto.

The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Mr. Cottone will be using and relying on data, material, and other information furnished by the Company, a third party provider, or their respective employees and representatives (“the Information”). The Company will cooperate with Mr. Cottone and will furnish Mr. Cottone with all Information concerning the Company and any financial information or organizational or transactional information which Mr. Cottone deems appropriate, and Company will provide Mr. Cottone with access to the Company's officers, directors, employees, independent accountants and legal counsel for the purpose of performing Mr. Cottone's obligations pursuant to this Agreement. The Company hereby agrees and represents that all Information furnished to Mr. Cottone pursuant to this Agreement shall be accurate and complete in all material respects at the time provided, and that, if the Information becomes materially inaccurate, incomplete or misleading during the term of Mr. Cottone's engagement hereunder, the Company shall promptly advise Mr. Cottone in writing. Accordingly, Mr. Cottone assumes no responsibility for the accuracy and completeness of the Information. In rendering its services, Mr. Cottone will be using and relying upon the Information without independent verification evaluation thereof.

6. Governing Law and Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws provisions. All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall only be heard in any competent court residing in Broward County Florida. Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Mr. Cottone shall only be brought in such courts.

Client initials:___

7. No Brokers. The Company represents and warrants to Mr. Cottone that there are no brokers, representatives or other persons which have an interest in compensation due to Mr. Cottone from any services contemplated herein.

8. Authorization. The Company and Mr. Cottone represent and warrant that each has all requisite power and authority, and all necessary authorizations, to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument (including contracts, wills, agreements, records and wire receipts, etc.) to which it is a party or bound.

9. Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company and Mr. Cottone with respect to the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of each party’s successors but may not be assigned without the prior written approval of the other party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

[The Remainder of this Page is Intentionally left Blank]

(1)

Please confirm that the foregoing correctly sets forth our agreement by signing below in the space provided and returning this Agreement to Mr. Cottone for execution, which shall constitute a binding agreement as of the date first above written.

Thank you. We look forward to a mutually rewarding relationship.

R. CHRIS COTTONE (INDIVIDUALLY)

By: /s/ Chris Cottone

R. Chris Cottone

AGREED TO AND ACCEPTED

DATE: JANUARY 16, 2013

CHINA AGRICULTURE MEDIA GROUP CO., LTD

By: /s/ Cai, Weiheng

Name: Cai, Weiheng

Title: President

AGREED TO AND ACCEPTED

DATE: JANUARY 16, 2013

EXHIBIT A: INDEMNIFICATION

The Company agrees to indemnify Mr. Cottone, its employees, directors, officers, agents, affiliates, and each person, if any, who controls it within the meaning of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the Securities Act of 1933 (each such person, including Mr. Cottone is referred to as "Indemnified Party") from and against any losses, claims, damages and liabilities, joint or several (including all legal or other expenses reasonably incurred by an Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or proceeding, whether or not resulting in any liability) ("Damages"), to which such Indemnified Party, in connection with providing its services or arising out of its engagement hereunder, may become subject under any applicable Federal or state law or otherwise, including but not limited to liability or loss (i) caused by or arising out of an untrue statement or an alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary in order to make a statement not misleading in light of the circumstances under which it was made, (ii) caused by or arising out of any act or failure to act, or (iii) arising out of Mr. Cottone's engagement or the rendering by any Indemnified Party of its services under this Agreement; provided, however, that the Company will not be liable to the Indemnified Party hereunder to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.

These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party.

If for any reason, other than a final non-appealable judgment finding an Indemnified Party liable for Damages for its gross negligence or willful misconduct the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Company shall contribute to the amount paid or payable by an Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the Company and its shareholders on the one hand and the Indemnified Party on the other, but also the relative fault of the Company and the Indemnified Party as well as any relevant equitable considerations.

Client initials:___

Promptly after receipt by the Indemnified Party of notice of any claim or of the commencement of any action in respect of which indemnity may be sought, the Indemnified Party will notify the Company in writing of the receipt or commencement thereof and the Company shall have the right to assume the defense of such claim or action (including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and expenses of such counsel), provided that the Indemnified Party shall have the right to control its defense if, in the opinion of its counsel, the Indemnified Party's defense is unique or separate to it as the case may be, as opposed to a defense pertaining to the Company. In any event, the Indemnified Party shall have the right to retain counsel reasonably satisfactory to the Company, at the Company's sole expense, to represent it in any claim or action in respect of which indemnity may be sought and agrees to cooperate with the Company and the Company's counsel in the defense of such claim or action. In the event that the Company does not promptly assume the defense of a claim or action, the Indemnified Party shall have the right to employ counsel to defend such claim or action. Any obligation pursuant to this Annex shall survive the termination or expiration of the Agreement

*******

Client initials:___

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Russell E. Anderson, CPA

Russ Bradshaw, CPA

William R. Denney, CPA

Sandra Chen, CPA

CONSENTOF INDEPENDENTREGISTEREDPUBLIC ACCOUNTING FIRM

To theBoard ofDirectors

CAM GROUP,INC.

Weherebyconsent to the useof our report datedApril 15, 2013, with respect to the consolidated balancesheets ofCAM GROUP,INC.as of December31,2012, and the related consolidated statements of operations and comprehensive income, changes in stockholders’equityandcash flowsfor theyearthenended, incorporated byreference in Form S-8 to be filedon or aboutMay6, 2013. We also consent to the useofour name and thereferenceto us in theExperts section ofthe Form S-8.

/s/ANDERSON BRADSHAW PLLC

SaltLakeCity,

Utah May6, 2013

5296 S. Commerce Dr

Suite. 300

Salt Lake City, Utah 84107

USA

(T) 801.281.4700

(F) 801.281.4701

Suite A, 5/F

Max Share Center

373 Kings Road

North Point

Hong Kong

(T) 852.21.555.333

(F) 852.21.165.222