U.S. SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM 10-Q



[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT
OF 1934



FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 2012



Commission
File Number000-53674



REVOLUTIONARY
CONCEPTS, INC.

(Exact
name of Registrant as specified in its charter)



|Nevada                       |  | 7382                         |  | 27-0094868         
|---------------------------- |  | ---------------------------- |  | -------------------
|(State or other Jurisdiction |  | (Primary Standard Industrial |  | (I.R.S. Employer   
|of Incorporation or          |  | Classification Code Number)  |  | Identification No.)
|Organization)                |  |                              |  |                    

Revolutionary
Concepts, Inc.

13850
Ballantyne Corporate Pl

Charlotte,
NC 28277

980-225-5376

(Address
and telephone number of principal executive offices and principal place of business)



Ron
Carter, President

Revolutionary
Concepts, Inc.

13850
Ballantyne Corporate Pl

Charlotte,
NC 28277

980-225-5376

(Name,
address and telephone number of agent for service)



Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] No [ ]



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
[ X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large
accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [ ] Smaller reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 or the Exchange Act). YES [ ] NO [x]



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

|Class                                  |  | Outstanding
    at  August 17, 2012
|-------------------------------------- |  | -----------------------------------
|                                       |  |                                    
|Common
        stock, $0.001 par value |  | 133,968,541                        





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Table of Contents






REVOLUTIONARY
CONCEPTS, INC.



INDEX
TO FORM 10-Q FILING

FOR
THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011



TABLE
OF CONTENTS



|           |                                                                                           | Page
|---------- | ----------------------------------------------------------------------------------------- | ----
|           | PART I                                                                                    |     
|Item 1.    | Financial Statements                                                                      | 3   
|Item 2.    | Management’s Discussion and Analysis of Financial Condition
    and Results of Operations | 14  
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                | 20  
|Item  4    | Controls and Procedures                                                                   | 20  
|           | PART II                                                                                   |     
|Item 1.    | Legal Proceedings                                                                         | 20  
|Item  1A.  | Risk Factors                                                                              | 21  
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                               | 22  
|Item 3.    | Defaults Upon Senior Securities                                                           | 22  
|Item 4.    | Mine Safety Disclosures                                                                   | 22  
|Item 5.    | Other Information                                                                         | 22  
|Item 6.    | Exhibits                                                                                  | 22  
|SIGNATURES | 23                                                                                       



CERTIFICATIONS

Exhibit 3.1 –
Management Certification...............................................................24-28

Exhibit
3.2 – Sarbanes-Oxley Act......................................................................29-30



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Table of Contents






PART
I



FINANCIAL
INFORMATION



ITEM 1. FINANCIAL STATEMENTS



The accompanying
reviewed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore,
they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations,
cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein,
there has been no material change in the information disclosed in the notes to the financial statements included in the Company's
annual report on Form 10-K for the year ended December 31, 2011, filed April 16, 2012. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three months ended June 30, 2012 are not necessarily indicative
of the results that can be expected for the year ending December 31, 2012.





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Table of Contents








|REVOLUTIONARY CONCEPTS,
    INC.                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                      
|                                                                                                                                   
|BALANCE SHEETS                                                                                                                     
|as of:                                                                                                                             
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|ASSETS                                                                                                                             
|Current Assets                                                                                                                     
|Cash and cash
    equivalents                                                                                                      
|Total Current Assets                                                                                                               
|                                                                                                                                   
|Fixed Assets                                                                                                                       
|Computer equipment                                                                                                                 
|Accumulated depreciation                                                                                                           
|Total Net Fixed Assets                                                                                                             
|                                                                                                                                   
|Other Assets                                                                                                                       
|Patent costs                                                                                                                       
|Accumulated amortization                                                                                                           
|Total Patent Costs net of accumulated amortization                                                                                 
|                                                                                                                                   
|Related party note receivable                                                                                                      
|Security deposits                                                                                                                  
|Total Other Assets net of accumulated amortization                                                                                 
|                                                                                                                                   
|TOTAL ASSETS                                                                                                                       
|                                                                                                                                   
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                              
|Current Liabilities                                                                                                                
|Accounts payable                                                                                                                   
|Accrued interest payable                                                                                                           
|Current portion of long-term debt                                                                                                  
|Other accrued expenses                                                                                                             
|Total Current Liabilities                                                                                                          
|                                                                                                                                   
|Long-term Debt                                                                                                                     
|Notes payable                                                                                                                      
|Notes payable - related
    parties                                                                                                
|Total Long-term Debt                                                                                                               
|                                                                                                                                   
|Stockholders' Deficit                                                                                                              
|Preferred stock 10,000,000 shares authorized,
    none issued                                                                      
|Common stock, $.001 par value, 115,091,815 and 71,281,189 shares
    issued and outstanding, 1,000,000,000 authorized, respectively
|Additional paid in capital                                                                                                         
|Unpaid capital contributions (see note 3)                                                                                          
|Deficit accumulated during
    the development stage                                                                               
|                                                                                                                                   
|                                                                                                                                   
|TOTAL LIABILITIES AND
    STOCKHOLDERS' DEFICIT                                                                                    
|                                                                                                                                   
|The accompanying
    notes are an integral part of these financial statements.                                                     







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|(A Development Stage Company)                                                 
|------------------------------------------------------------------------------
|STATEMENTS OF INCOME (LOSS)                                                   
|For The Three Months Ending June 30, 2012 and
    2011                        
|For The Six Months Ending June 30, 2012 and 2011                              
|And The Period From March 12, 2004 (Inception)
    To June 30, 2012           
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|OPERATING EXPENSES                                                            
|Automobile expense                                                            
|Bank charges                                                                  
|Compensation                                                                  
|Unpaid accumulated compensation                                               
|Depreciation & amortization expense                                           
|License and permits                                                           
|Marketing                                                                     
|Office expense                                                                
|Office supplies                                                               
|Payroll taxes                                                                 
|Printing and reproduction                                                     
|Professional fees                                                             
|Rent expense                                                                  
|Research and development expense                                              
|Telephone expense                                                             
|Travel expense                                                                
|Website development expense                                                   
|Other expenses                                                                
|Total Operating Expenses                                                      
|OTHER INCOME & (EXPENSE)                                                      
|Interest income                                                               
|Other income                                                                  
|Loss on derivatives                                                           
|Interest expense                                                              
|Total Other Income and Expense                                                
|NET
    (LOSS)                                                                
|Weighted average number of                                                    
|common shares outstanding                                                     
|Net (Loss) per common shares                                                  
|outstanding                                                                   
|*
    less than $0.01                                                         
|The
    accompanying notes are an integral part of these financial statements.







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|STATEMENTS OF CASH FLOWS                                                           
|-----------------------------------------------------------------------------------
|For The Six Months Ended
    June 30, 2012 And 2011                                
|and the period from March
    12, 2004 (Inception) to June 30, 2012                
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|CASH FLOWS FROM OPERATING ACTIVITIES                                               
|Net (Loss)                                                                         
|Adjustments to reconcile (net loss) to net cash (used in) operating
    activities:
|Depreciation and amortization                                                      
|(Increase) in other assets                                                         
|Common shares issued for services received
    and officer compensation            
|Increase (decrease) in accounts payable                                            
|Increase (decrease) in
    accrued expenses and other liabilites                   
|NET CASH (USED IN) OPERATING ACTIVITIES                                            
|                                                                                   
|CASH FLOWS FROM INVESTING ACTIVITIES                                               
|Purchase of computer equipment                                                     
|Investment in patent costs                                                         
|NET CASH (USED BY) INVESTING ACTIVITIES                                            
|                                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES                                               
|Issuance of common stock shares from private
    placements                        
|Issuance of common stock shares for warrants                                       
|Issuance of common stock shares for retirement
    of debt                         
|Issuance of notes payable                                                          
|Retirement of  notes payable                                                       
|Paid in capital from private placements and
    warrants                           
|Capital contributions                                                              
|Common stock shares repurchased with cash                                          
|Unpaid capital contributions
    (see note 3)                                      
|NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                                   
|                                                                                   
|NET INCREASE (DECREASE) IN CASH                                                    
|                                                                                   
|CASH AND CASH EQUIVALENT BALANCE BEGINNING
    OF PERIOD                           
|                                                                                   
|CASH AND CASH EQUIVALENT BALANCE END OF
    PERIOD                                 
|                                                                                   
|SUPPLEMENTAL DISCLOSURES                                                           
|Interest paid                                                                      
|Taxes paid                                                                         
|Issuance of common stock
    for the conversion of debt                            
|                                                                                   
|The accompanying notes are an integral part of these financial statements.         







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REVOLUTIONARY
CONCEPTS, INC.

(A
Development Stage Company)

NOTES
TO CONDENSED FINANCIAL STATEMENTS

FOR
PERIOD ENDED JUNE 30, 2012



NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature
of operations- Revolutionary Concepts, Inc. (the “Company”) was originally organized in North Carolina on March
12, 2004.  On February 28, 2005, the Company was reorganized and re-domiciled as a Nevada corporation.  The
Company is in the product development stage.  Recently, the Company completed the initial development of a working prototype
of the EyeTalk® Communicator (“EyeTalk®”).  This technology has many applications.  The
EyeTalk® specifically provides wireless technology that offers consumers an opportunity to interact with visitors to their
front door.  This is initiated through a doorbell or a motion sensor, which sets off a series of events that result
in a phone call to the consumer who then can interact with the visitor through both video and audio.  This same wireless
technology could also be made portable so that you could see a child’s sporting event or school play even when you not present.  The
Company is also exploring other applications for the technology.  The Company may need to raise additional capital to
further develop the EyeTalk® and to begin the commercialization of the EyeTalk® technology.  We have obtained
a number of patents on certain key components of the technology.

Basis
of presentation- These financial statements have been prepared in conformity with generally accepted accounting principles
in the United States of America and have been consistently applied in the preparation of the financial statements on a going concern
basis, which assumes the realization of assets and the discharge of liabilities in the normal course of operations for the foreseeable
future.  The Company maintains its financial records on an accrual method of accounting.  The Company’s
ability to continue as a going concern is dependent upon continued ability to obtain financing to repay its current obligations
and fund working capital until it is able to achieve profitable operations.  The Company will seek to obtain capital
from equity financing through the exercise of warrants and through future common share private placements.  The Company
may also seek debt financing, if available.  Management hopes to realize sufficient sales in future years to achieve
profitable operations.  There can be no assurance that the Company will be able to raise sufficient debt or equity capital
on satisfactory terms.  If management is unsuccessful in obtaining financing or achieving profitable operations, the
Company may be required to cease operations.  The outcome of these matters cannot be predicted at this time.  These
financial statements do not give effect to any adjustments which could be necessary should the Company be unable to continue as
a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course
of business and at amounts differing from those reflected in the financial statements.

Revenue
recognition– The Company will recognize sales revenue at the time of delivery when ownership has transferred to the
customer, when evidence of a payment arrangement exists and the sales proceeds are determinable and collectable.  Provisions
will be recorded for product returns based on historical experience.  To date, the Company’s revenue is primarily
comprised of interest income.

Options
and warrants issued– The Company allocates the proceeds received from equity financing and the attached options and
warrants issued, based on their relative fair values, at the time of issuance.  The amount allocated to the options
and warrants is recorded as additional paid in capital.

Stock-based
compensation– The Company accounts for stock-based compensation at fair value in accordance with the provisions of
the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718, “Stock
Compensation”, which establishes accounting for stock-based payment transactions for employee services and goods and services
received from non-employees. Under the provisions of ASC Topic 718, stock-based compensation cost is measured at the date of grant,
based on the calculated fair value of the award, and is recognized as expense in the consolidated statements of operations  pro
ratably over the employee’s or non-employee’s requisite service period, which is generally the vesting period of the
equity grant. The fair value of stock option awards is generally determined using the Black-Scholes option-pricing model. Restricted
stock awards and units are valued using the market price of the Company’s common stock on the grant date. Additionally,
stock-based compensation cost is recognized based on awards that are ultimately expected to vest, therefore, the compensation
cost recognized on stock-based payment transactions is reduced for estimated forfeitures based on the Company’s historical
forfeiture rates. Additionally, no stock-based compensation costs were capitalized for the
three months ended June 30, 2012 and for the periods from inception (March 12, 2004) to June 30, 2012, no stock options
were committed to be issued to employees.



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Income
taxes– Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss carry forwards that are available to be carried forward
to future years for tax purposes.  Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date.  When it is not considered to be more likely than not that a deferred tax asset will be realized, a
valuation allowance is provided for the excess.  Although the Company has significant loss carry forwards available
to reduce future income for tax purposes, no amount has been reflected on the balance sheet for deferred income taxes as any deferred
tax asset has been fully offset by a valuation allowance.

Reclassifications– None.

Loss
per share– Basic loss per share has been calculated using the weighted average number of common shares issued and outstanding
during the year.

Use
of Estimates- The preparation of the financial statements in conformity with generally accepted accounting
principles requires management to make certain estimates and assumptions, where applicable, that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as
the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates,
management does not expect such variances, if any, to have a material effect on the financial statements.

Research
and Development Costs- Research and development costs are expensed as incurred in accordance with generally accepted accounting
principles in the United States of America.   Researchis planned search or critical investigation aimed at discovery
of new knowledge with the hope that such knowledge will be useful in developing a new product or service or a new process or technique
or in bringing about a significant improvement to an existing product or process. Development is the translation
of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to
an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of
product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations
to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may
represent improvements and it does not include market research or market testing activities. Elements of costs shall be identified
with research and development activities as follows:  The costs of materials and equipment or facilities that are acquired
or constructed for research and development activities and that have alternative future uses shall be capitalized as tangible
assets when acquired or constructed. The cost of such materials consumed in research and development activities and the depreciation
of such equipment or facilities used in those activities are research and development costs. However, the costs of materials,
equipment, or facilities that are acquired or constructed for a particular research and development project and that have no alternative
future uses and therefore no separate economic values are research and development costs at the time the costs are incurred.  Salaries,
wages, and other related costs of personnel engaged in research and development activities shall be included in research and development
costs. The costs of contract services performed by others in connection with the research and development activities
of an enterprise, including research and development conducted by others in behalf of the enterprise, shall be included in research
and development costs.

Depreciation– Depreciation is computed using the straight-line method over the assets’ expected useful lives. Valuation
of Long-Lived Assets - The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness
of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent
with accounting principles generally accepted in the United States of America.

Intangible
and Other Long-Lived Assets, Net - (Included in Accounting Standards Codification (“ASC”) 350 “Goodwill
and Other Intangible Assets” previously SFAS No. 142 and ASC 985 “Accounting for Costs of Computer Software to be
Sold, Leased, or Otherwise Marketed” previously SFAS No. 86)

Intangible
assets are comprised of software development costs and legal fees incurred in order to obtain the patent. The software development
costs are capitalized in accordance with SFAS 86. Costs of producing product masters incurred subsequent to establishing technological
feasibility shall be capitalized. Those costs include coding and testing performed subsequent to establishing technological feasibility.
Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized
until both (a) technological feasibility has been established for the software and (b) all research and development activities
for the other components of the product or process have been completed. The fees incurred in order to obtain the patent are capitalized
in accordance with SFAS 142 “Goodwill and Other Intangible Assets. This Statement applies to costs of internally developing
identifiable intangible assets that an entity recognizes as assets APB Opinion 17, paragraphs 5 and 6. The Company periodically
analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized
balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted
in the United States of America.

Amortization– Deferred charges are amortized using the straight-line method over six years.



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NOTE
2 – RECENT ACCOUNTING PRONOUNCEMENTS

The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In
January 2011, the FASB released Accounting Standards Update No. 2011-01 (“ASU 2011-01”), Receivables (Topic 310):
Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, which deferred the
disclosure requirements surrounding troubled debt restructurings. These disclosures are effective for reporting periods ending
on or after June 15, 2011. We do not expect the disclosure requirements to have a material impact on our current disclosures.

In
April 2011, the FASB released Accounting Standards Update No. 2011-02 (“ASU 2011-02”), Receivables (Topic 310):
A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. ASU 2011-02 clarifies the guidance
for determining whether a restructuring constitutes a troubled debt restructuring. In evaluating whether a restructuring constitutes
a troubled debt restructuring, a creditor must conclude that 1) the restructuring constitutes a concession and 2) the debtor is
experiencing financial difficulties. ASU 2011-02 also requires companies to disclose the troubled debt restructuring disclosures
that were deferred by ASU 2011-01. The guidance in ASU 2011-02 is effective for public companies in the first reporting period
ending on or after June 15, 2011, but the amendment must be applied retrospectively to the beginning of the annual period
of adoption. ASU 2011-02 is not expected to materially impact our consolidated financial statements.

No
other accounting standards or interpretations issued recently are expected to a have a material impact on the Company’s
consolidated financial position, operations or cash flows.

NOTE
3 – RELATED PARTY TRANSACTIONS



The
Board of Directors previously authorized the officers of the Company to receive advances from the Company, in lieu of taking compensation,
under terms of promissory notes bearing 5% interest, beginning January 1, 2006. As of June 30, 2012, December 31, 2011 and June
30, 2011, the advances totaled $81,954, $80,345 and $120,350, respectively. These advances are described as unpaid capital contributions
for financial reporting purposes.

Ronald
Carter. Under Ronald Carter’s employment agreement, he has agreed to serve as the President and Chief Executive Officer.
His term of service under this agreement commenced on April 1, 2010 and continues for a term of two (2) years with renewal options.
The agreement provides for a base salary of $200,000 for the first year of the term and an annual increase of at least 8% thereafter.
The agreement also provides Mr. Carter with cash and equity incentives based on performance that must be approved by the Board
of Directors.  The agreement also provides for participation in the Company’ s programs to acquire options or equity
incentives in common stock subject to the discretion of the Board of Directors, expense reimbursements, participation in retirement
and benefit plans, paid time off and indemnification and liability coverage. The Company can terminate Mr. Carter's employment
with cause, or without cause upon certain written notice and Mr. Carter can terminate the agreement for "good reason"
as defined in the agreement. There are specific severance provisions, as well as confidentiality and non-solicitation requirements
resulting from any termination.

Solomon
Ali. Under Solomon Ali's employment agreement, he has agreed to serve as the Senior Vice President. His term of service under
this agreement commenced on August 16, 2010 and continues for a term of two (2) years with renewal options and was revised on
January 1, 2012. The agreement provides for a base salary of $200,000 for the first year of the term and an annual increase of
at least 8% thereafter. The agreement also provides Solomon Ali with cash and equity incentives based on performance that must
be approved by the Board of Directors. The agreement also provides for participation in the Company’ s programs to acquire
options or equity incentives in common stock, subject to the discretion of the Board of Directors, expense reimbursements, participation
in retirement and benefit plans, paid time off and indemnification and liability coverage. The Company can terminate Solomon Ali's
employment with cause, or without cause upon certain written notice and Solomon Ali can terminate the agreement for "good
reason" as defined in the agreement. There are specific severance provisions, as well as confidentiality and non-solicitation
requirements resulting from any termination.

On
October 5, 2010, the Company received notice that a claim for judgment had been filed in Mecklenburg County by a shareholder for
the note that was in default as of May 2010. On January 7, 2011, the note holder amended the filing to include the personal loan.  The
amount of the claim was $100,996, plus interest at 8% and legal costs. On the 10th day of May 2011, a summary judgment
was entered on behalf of the plaintiff against Mr. Carter and the Company. On the 4th day of August 2011, the Company
reached an agreement with a third party to negotiate and acquire the judgment award and to agree to a convertible note from the
Company for its services. The total value of the convertible note is $144,067 including interest, of which the Company has received
a promissory note from Mr. Carter for $112,663 for the part of the judgment, interest and fees that was from the personal promissory
note that the Company guaranteed.

On
August 4, 2011, the Company issued 6,600,000 restricted common shares to the officers of the Company, for contributions to the
Company over the past year. The shares were recorded at the market price on the date of issue of an aggregate of $340,000 (Also
See Note 8).

On
October 1, 2011, the Company entered into a two (2) year convertible Promissory Note with its President and CEO, Ronald Carter
for $92,308 at 10% interest for the balance of the accrued compensation owed to him for the fiscal year 2010 in accordance with
his Employment Agreement. The holder has the right to convert the note to common stock at $.005. On March 30, 2012, this Note
was converted to 18,461,544 and reduced our Long Term Notes by $92,308.

On
October 1, 2011, the Company entered into a two (2) year convertible Promissory Note with its Vice President, Solomon Ali for
$46,154 at 10% interest for the accrued compensation owed to him for the fiscal year 2010 in accordance with his Employment Agreement.
The holder has the right to convert the note to common stock at $.005. On March 30, 2012, this Note
was converted to 9,230,768 and reduced our Long Term Notes by $46,154.



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NOTE 4 – ACCOUNTS
PAYABLE



Accounts payable consist
of the following:	03/31/12	12/31/11

Professional fees	$
51.902	$ 33,267

Other 	 2.277
11,693

Legal
fees	 111,962	 125,063

Consulting fees	
8,200	 	 50,200

$174,341 	$220,225

NOTE 5 –
COMITMENTS AND CONTENGINCIES

Liabilities
for loss contingencies, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when
it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.  Recoveries
from third parties, which are probable of realization are separately recorded, and are not offset against the related liability,
in accordance with FASB ASC 210-10-05-3, “Offsetting of Amounts
Related to Certain Contracts.”  The Company is the plaintiff in a lawsuit seeking damages against the law firm
retained to file for “EyeTalk®” product patent.

For
several years, the Company has been engaged in litigation against its former patent attorneys for malpractice arising from a missed
filing deadline relating to obtaining patents for the Company’s core technologies outside the United States.  After
a two-year fight over jurisdiction in the case, including wins for the Company at the trial court and at the North Carolina Court
of Appeals, the case was remanded to the trial court for further proceedings.  Unfortunately, the trial court dismissed the
case on a technicality, potentially ending the case.  The Company's trial counsel has assured the Company that the judge's
ruling is contrary to law and that good grounds exist for appeal.  A decision about whether to appeal is forthcoming.

In
July and August 2009, the Company issued two notes payable in the total amount of $20,000. The two notes were later combined at
the note holder’s request into one note.  The note bears interest at a rate of 10%.   Principal
and interest were due in May 2010. In 2009, the Company’sBoard
of Directors agreed to guarantee a personal loan to the President of the Company, Mr. Ron Carter, of $75,000 with interest of
10%, by a shareholder.  The note became due in November 2010.

On
October 5, 2010, the Company received notice that a claim for judgment had been filed in Mecklenburg County by a shareholder for
the note that was in default as of May 2010. On January 7, 2011, the note holder amended the filing to include the personal loan.  The
amount of the claim was $100,996, plus interest at 8% and legal costs. On the 10th day of May 2011, a summary judgment
was entered on behalf of the plaintiff against Mr. Carter and the Company. On the 4th day of August 2011, the Company
reached an agreement with a third party to negotiate and acquire the judgment award and to agree to a convertible note from the
Company for its services. The total value of the convertible note is $144,067 including interest, of which the Company has received
a promissory note from Mr. Carter for $112,663for the part of the judgment, interest and fees that was from the personal promissory
note that the Company guaranteed.

NOTE 6 –
INTELLECTUAL PROPERTY

The patent number US
7,193644 B2, for the prototype was successfully obtained on March 20, 2007.  In accordance with FASB ASC 210-10-05-3,
the Company has established a technological feasibility date on July 21, 2004, the date that Phase I was delivered and presented.  
The software development costs have been analyzed and it has been determined that all software development costs were incurred
subsequent to the feasibility date.  The useful life of capitalized software costs has been assumed to be 5 years.  Total
software development costs were $32,200 and the appropriate minimum amortization has been taken, also in accordance with FASB
ASC 210-10-05-3.  The following are patent pending applications; Video
system for individually selecting and viewing events at a venue.  The following additional patents have now been awarded.
U.S. Patent 8,139,098; U.S. Patent 8,144,183; U.S. Patent 8,144,184; U.S. Patent 8,154,581; U.S. Patent 8,164,614; U.S. Patent
8,016,676 B2. The company has patent pending applications related to; (a) video system for individually selecting and viewing
events at a venue; (b) medical monitoring; and (c) real estate audio-video monitoring.

As of June 30, 2012,
the Company has expensed $103,965 for filing and legal fees related to our patents and patents pending intellectual property.



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NOTE 7 –
COMMON STOCK SHARES FOR SERVICES RECEIVED

On
August 4, 2011, the Company issued 276,500 restricted common shares for professional services provided to the Company. The shares
were recorded at the market price on the date of issue of an aggregate of $13,825.

On
August 4, 2011, the Company issued 6,600,000 restricted common shares to the officers of the Company, for contributions to the
Company over the past year, the shares were recorded at the market price on the date of issue of an aggregate of $340,000 (Also
See Note 3).

On
March 21, 2012, the Company issued 159,000 restricted common shares for professional services provided to the Company and expensed
in 2011. The issuance reduced the Company’s accounts payable and accrued expenses by a total of $4,990.

NOTE 8 –
CONVERSION OF DEBT TO EQUITY

On
August 4, 2011, the Company converted two of its long term notes payable dated December 30, 2012 and January 13, 2011, for a total
of $62,205 and issued 12,441,068 restricted common shares of which 2,200,000 shares had previously been issued, for that conversion.
This conversion of debt reduced our long-term notes payables $62,205, and upon conversion the accrued interest payable of $2,915
was forgiven.

On
November 30, 2011, the Company received a notice of partial conversion from an unrelated third part as part of the settlement
of the judgment against the Company and its President Ronald Carter for a total of $50,166 and issued 10,033,152 restricted common
shares were issued for that part of the conversion, which leaves a remaining principal balance of $90,497.
This conversion of debt reduced our long-term notes payables $50,166.

On
March 21, 2012, the Company completed a partial conversion of one of its Notes payable dated April 30, 2011, with a principal
amount of $76,194. A total of $26,000 worth of the Note was converted, and 11,817,900 common shares were issued for that part
of the conversion, which leaves a remaining balance of $50,194 of the principal of the Note. No accrued interest was paid on the
Note upon conversion. This conversion of debt reduced the Company’s Long Term Notes payablesby$26,000.

On
March 21, 2012, the Company issued 159,000 restricted common shares for professional services provided to the Company and expensed
in 2011. The issuance reduced the Company’s accounts payable by $4,990.

On
March 30, 2012, the Company completed a conversion of one of its Notes payable to one of our Officers and Directors, Mr. Solomon
Ali, dated October 1, 2011, with a principal amount of $46,154. The Note was converted, and 9,230,768 common shares were issued
for the conversion, No accrued interest was paid on the Note upon conversion. This conversion of debt reduced the Company’s
Long Term Notes payablesby$46,154.

On
March 30, 2012, the Company completed a conversion of one of its Notes payable to one of our Officers and Directors, Mr. Ronald
Carter, dated October 1, 2011, with a principal amount of $92,308. The Note was converted, and 18,461,544 common shares were issued
for the conversion, No accrued interest was paid on the Note upon conversion. This conversion of debt reduced the Company’s
Long Term Notes payablesby$92,308.

On
June 18, 2012, the Company received a notice of partial conversion from an unrelated third party. This was a partial reassignment
and modification of notes dated May 30, 2011 for $12,000, May 30, 2011 for $10,000 and a note dated June 30, 2011 for $17,500
and accumulated interest of $3,948. A total of $10,000 was converted and 3,030,303 restricted common shares were issued, which
leaves a remaining principal balance of $33,448. This conversion of debt reduced our notes payables $10,000.

On
June 19, 2012, the Company received a notice of partial conversion from an unrelated third party as part of a partial reassignment
and modification of a note originally issued to a non-related third party on August 30, 2011. A total of $4,000 was converted
and 1,111,111 restricted common shares were issued, which leaves a remaining principal balance of $23,000.
This conversion of debt reduced our notes payables $4,000.



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NOTE
9 – NOTES PAYABLE

During
2010, the Company reclassified $289,787 in accounts payable to long term notes payable in the amount of $204,836 and $84,950 to
accrued interest payable, to reflect the assignment by three of our creditors of their balance to a note that will be paid one
year or more past the original due date. The $204,836 of the notes do not bear any interest and begin coming due and payable in
July 2011. The notes can be converted to restricted common stock. In October 2011, these notes were modified and two of the notes
were assigned to an unrelated third part; See Notes dated October 1, 2011 below.

For
the three months ended June 30, 2012, the Company issued several notes payable for a total of $569,757 and retired $80,500 in
notes payable. The notes bear an interest of 8% to 12% and begin becoming due starting in April 2013. The notes can be converted
to restricted common stock.

NOTE
10 – LONG TERM NOTES PAYABLE



|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | June 30, 2012 |   | December
    31,2011
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | --------------------
|On
    December 30, 2010 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $19,705
    at 10% interest.  The holder has the right to convert the note to common stock. On August 4, 2011 this Note was
    converted.                                                                                                                                                                             |   | -             |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    December 31, 2010 the Company entered into a two (2) year convertible Promissory Note with three non-related creditors for
    $289,787, which included $84,950 in prior accrued interest payable at 0% interest.  The holders have the right to
    convert the note to common stock. On October 1, 2011, these Notes were modified to include interest and two were assigned
    by the original note holders to an unrelated third party. |   | -             |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    January 15, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $42,500
    at 10% interest.  The holder has the right to convert the note to common stock. On August 4, 2011 this Note was
    converted.                                                                                                                                                                              |   | -             |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    April 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $76,194
    at 10% interest.  On March 21, 2012, this $26,000 of this Note was converted.                                                                                                                                                                                                                                 |   | 50,194        |   | 76,194              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    April 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $12,000
    at 10% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                               |   | 12,000        |   | 12,000              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    May 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $12,000 at
    10% interest.  The holder has the right to convert the note to common stock.  On June 12, 2012, this Note was
    modified and was assigned by the original note holder to an unrelated third party.                                                                                                         |   | -             |   | 12,000              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    May 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $10,000 at
    10% interest.  The holder has the right to convert the note to common stock.  On June 12, 2012, this Note was
    modified and was assigned by the original note holder to an unrelated third party.                                                                                                         |   | -             |   | 10,000              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    June 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $17,500.  The
    holder has the right to convert the note to common stock. On June 12, 2012, this Note was modified and was assigned by the
    original note holder to an unrelated third party.                                                                                                                         |   | -             |   | 17,500              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    August 4, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $140,663
    and $3,404 in interest.  The holder has the right to convert the note to common stock. On November 30, 2011, the
    holder converted $50,166 of the note leaving a principal balance due of $90,497.                                                                                                        |   | 90,497        |   | 90,497              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    August 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $44,600
    at 10% interest.  The holder has the right to convert the note to common stock. On June 7, 2012, $27,000 of this
    Note was modified and was assigned by the original note holder to an unrelated third party.                                                                                             |   | 17,600        |   | 44,600              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    September 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $177,522
    at 10% interest.  The holder has the right to convert the note to common at stock.                                                                                                                                                                                                                       |   | 177,522       |   | 177,522             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    October 1, 2011 the Company entered into a two (2) year convertible Promissory Note with Ronald Carter, its President and
    CEO for $92,308 at 10% interest for the accrued compensation owed to him for the fiscal year 2010 in accordance with his Employment
    Agreement.  On March 30, 2012, this Note was converted.                                                                                                                |   | -             |   | 92,308              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    October 1, 2011 the Company entered into a two (2) year convertible Promissory Note with its Senior Vice President, Solomon
    Ali for $46,154 at 10% interest for the accrued compensation owed to him for the fiscal year 2010 in accordance with his Employment
    Agreement.  On March 30, 2012, this Note was converted.                                                                                                              |   | -             |   | 46,154              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    October 1, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $63,818
    at 10% interest.  The holder has the right to convert the note to common stock. This note was assigned to an unrelated
    third party and was originally issued 12/31/10                                                                                                                                    |   | 63,818        |   | 63,818              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    October 1, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $27,018
    at 10% interest.  The holder has the right to convert the note to common stock. This note was originally issued
    12/31/10                                                                                                                                                                                 |   | 27,018        |   | 27,018              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On October 1, 2011
    the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $198,950 at 10% interest. 
    The holder has the right to convert the note to common stock. This note was assigned to an unrelated third party and was originally
    issued 12/31/10                                                                                                                                   |   | 198,950       |   | 198,950             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    October 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $8,700
    at 10% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                              |   | 8,700         |   | 8,700               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    November 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $8,500
    at 10% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                             |   | 8,500         |   | 8,500               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    December 30, 2011 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $4,700
    at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                             |   | 4,700         |   | 4,700               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    January 2, 2012  the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for
    $57,000 at 10% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                             |   | 57,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    January 31, 2012  the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for
    $28,000 at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                            |   | 28,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    February 28, 2012  the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for
    $5,000 at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                            |   | 5,000         |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    March 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $70,000
    at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                               |   | 70,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    April 1, 2012 the Company entered into a two (2) year convertible Promissory Note with Ronald Carter, its President and CEO
    for $200,000 at 10% interest for the accrued compensation owed to him for the fiscal year 2011 in accordance with his Employment
    Agreement.                                                                                                                                                              |   | 200,000       |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    April 1, 2012 the Company entered into a two (2) year convertible Promissory Note with its Senior Vice President, Solomon
    Ali for $174,000 at 10% interest for the accrued compensation owed to him for the fiscal year 2011 in accordance with his
    Employment Agreement.                                                                                                                                                            |   | 174,000       |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    April 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $22,000
    at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                               |   | 22,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    May 31, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $37,000 at
    12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                                 |   | 37,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    June 7, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,000 at
    12% interest.  The holder has the right to convert the note to common stock. On June 19, 2012, $4,000 of this note
    was converted                                                                                                                                                                         |   | 23,000        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    June 12 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $43,448 at
    10% interest.  The holder has the right to convert the note to common stock. On June 18, 2012, $10,000 of this note
    was converted                                                                                                                                                                        |   | 33,448        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    June 19, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,500
    at 8% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                                 |   | 27,500        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|On
    June 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $38,809
    at 12% interest.  The holder has the right to convert the note to common stock.                                                                                                                                                                                                                                |   | 38,809        |   | -                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |               |   |                     
|Long-term
    portion of note payable                                                                                                                                                                                                                                                                                                                                                                                                               | $ | 1,375,256     | $ | 890,461             





In
its efforts to expand and grow, the Company has issued debt instruments to borrow funds from various creditors to raise capital.
These are long-term Notes with various rates and maturities, that grants the Note Holder the right, (but not the obligation),
to convert them into common stock of the Company in lieu of receiving payment in cash. The issued Notes are secured obligations.
The principal amount of the Notes may be prepaid upon agreement of both parties and a prepayment penalty, in whole or part at
any time, together with all accrued interest upon written notice.

It
could take several years to convert all of the Notes to stock if all of the lenders requested it. It’s possible that some
of the parties may never convert their Notes to stock and may take cash only, when the Company is in the best position to settle
the obligation on a cash basis.

Principal
maturities of notes payable as of June 30, 2012 for the next five years and thereafter is as follows:



| | 2012  |  |  | $ | -0-       | 
| | ----- |  |  | - | --------- | 
| | 2013  |  |  | $ | 743,447   | 
| | 2014  |  |  | $ | 627,809   | 
| | 2015  |  |  | $ | -0-       | 
| | 2016  |  |  | $ | -0-       | 
| | Total |  |  | $ | 1,375,256 | 







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NOTE 11 –
GOING CONCERN

The
losses, negative cash flows from operations, and negative working capital deficiency sustained by the Company raise substantial
doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities
that might be necessary in the event the Company cannot continue in existence.

Note 12 –
SUBSEQUENT EVENTS

On
August 1, 2012, the Company received a notice of partial conversion from an unrelated third party as part of a partial reassignment
of a note originally issued to a non-related third party on January 29, 2012, in the amount of $76,194. A total of $37,645 was
converted and 17,128,475 restricted common shares were issued, which leaves a remaining principal balance
of $38,549. This conversion of debt reduced our notes payables $38,549.

Unless
otherwise noted, references in this Form 10-Q to “RCI”, “we”, “us”, “our”, and
the “Company” means Revolutionary Concepts, Inc., a Nevada corporation.







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



Forward-Looking
Statements



The
following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes
thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or
current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in this registration statement should be read as applying to all related
forward-looking statements wherever they appear in this registration statement. From time to time, we may publish forward-looking
statements relative to such matters as anticipated financial performance, business prospects, technological developments and similar
matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. All statements
other than statements of historical fact included in this section or elsewhere in this report are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Important factors that could cause actual results to differ materially from those discussed in such forward-looking
statements include, but are not limited to, the following: changes in the economy or in specific customer industry sectors; changes
in customer procurement policies and practices; changes in product manufacturer sales policies and practices; the availability
of product and labor; changes in operating expenses; the effect of price increases or decreases; the variability and timing of
business opportunities including acquisitions, alliances, customer agreements and supplier authorizations; our ability to realize
the anticipated benefits of acquisitions and other business strategies; the incurrence of debt and contingent liabilities in connection
with acquisitions; changes in accounting policies and practices; the effect of organizational changes within the Company; the
emergence of new competitors, including firms with greater financial resources than ours; adverse state and federal regulation
and legislation; and the occurrence of extraordinary events, including natural events and acts of God, fires, floods and accidents.



Forward-looking
statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to
be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect
our results and achievements and cause them to materially differ from those contained in the forward-looking statements include
those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the period
ended December 31, 2011, as well as other factors that we are currently unable to identify or quantify, but that may exist in
the future.



In
addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking
statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update
any forward-looking statements.





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Overview



We
are a development stage company positioned to begin launch and license of our patented technologies in 2012. We were incorporated
as a Nevada corporation on February 28, 2005 to reincorporate and re-domesticate two existing North Carolina entities; Revolutionary
Concepts, Inc. and DVMS, LLC. We are engaged in the development of smart camera technologies that interface with smart handheld
devices enabling remote monitoring.

Our
efforts to date have been devoted to securing the intellectual framework around several key technologies and applications related
to remote video monitoring. Advances in wireless technologies combined with increased data speed rates permits a very sophisticated
and new means of monitoring, security and entry management.

We
have branded is new smart technology “EyeTalk®”. EyeTalk® is a first generation smart camera technology that
allows interactive two-way communication between a smart phone or other handheld device.

Unlike
many IP cameras that simply produce and transmit an image, the EyeTalk® smart camera technology has embedded capabilities
that distinguish it as a significant technological advancement over traditional camera systems.

In
July of 2011, we engaged SIS Development Inc. to direct the development of this state of the art system. SIS Development, Inc.
offers highly specialized, wing-to-wing commercial OEM product development services. SIS Development has an extensive track record
of high volume product and software successes in Fortune 100 and startup environments alike. The initial product launch will be
in the entry management space for both residential and commercial uses, with a medical application as an immediate spin-off.

The
company currently holds seven (7) patents related to the use of wireless technology in key market segments. The seven patents
position Revolutionary Concepts as a key player in the wireless space and introduce a new smart technology in an area that is
virtually untapped. Five of the patents were issued in the second quarter of 2012.

The
five new patents collectively include nine independent claims comprised of seven system claims and two method claims.

Of
the seven independent system claims, three are directed to communications and monitoring systems; three are directed to detection
and viewing systems; and one is directed to an audio-video communication system. The claims directed to the communications and
monitoring systems are claims 1, 19, and 20 of USPN 8,164,614. The claims directed to the detection and viewing systems are claims
1, 19, and 20 of USPN 8,144,184. The claims directed to the audio-video communication system is claim 1 of USPN 8,154,581.

Of
the two independent method claims, one is directed to a method for audio-video communications; and the other is directed to a
method for receiving a person at an entrance. The independent claim directed to the audio-video communications method is claim
1 of USPN 8,144,183; and the independent claim directed to the method for receiving a person at an entrance is claim 1 of USPN
8,139,098.

Generally
speaking, if any of these claims describe a method that is performed by a third party, or describe a system of a third party,
then that third-party method or system infringes such claim.

Our
management plans to implement a variety of commercialization strategies ranging from development to licensing to generate revenue
and to capitalize on the opportunities made possible by the wave of new wireless products in the market place.

We
have has funded development through three private offerings in 2005, 2007 and 2009. We have also borrowed $307,500 from four non-related
parties at 4% interest to fund ongoing operations, and new patent applications. These promissory notes began to become due in
October 2008 and were repaid in November 2008 by issuing 630,811 shares of restricted common stock from authorized shares.

In
July and August 2009, we issued two notes payable in the total amount of $20,000. The two notes were later combined at the note
holder’s request into one note.  The note bears interest at a rate of 10%.   Principal and interest
were due in May 2010. In 2009, our Board of Directors agreed to guarantee a personal loan to the President of the Company, Mr.
Ron Carte, of $75,000 with interest of 10%, by a shareholder.  The note became due in November 2010. On
October 5, 2010, we received notice that a claim for judgment had been filed in Mecklenburg County by a shareholder for the note
that was in default as of May 2010. On January 7, 2011, the note holder amended the filing to include the personal loan. The amount
of the claim is $100,996, plus interest at 18% and legal costs. On the 10 thday of May 2011, a summary judgment was
entered on behalf of the plaintiff against Mr. Carter and our company. On the 4thday of August 2011, we reached an
agreement with a third party to negotiate and acquire the judgment award and to agree to a convertible note from us for their
services. The total value of the convertible note is $144,067 with no interest, of which we have received a promissory note from
Mr. Carter for $112,663for the part of the judgment, interest and fees that was from the personal promissory note that we guaranteed

In
July 2010, we partnered with US Financial and Rainco Industries to consult in Investor Relations, introduction to institutional
investors, assist with mergers and acquisitions, and to help develop a strategy to fund its growth. As a result of this partnership,
we have resolved additional debt obligations, are now trading on both the US and Frankfurt stock exchanges, and are also now listed
with Standards and Poors. In November 2011, we terminated our association with US Financial but retained the relationship with
Rainco Industries.



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Introduction
to EyeTalk®

We
are the patent holder of a wireless smart camera technology, branded EyeTalk®. EyeTalk® represents a very disruptive technology
that integrates into an industry of new smart devices.... an industry on pace to establish a new era in everyday life across
all lines.

From
Wire Industry News – February 2012;

“By
most standards, the iPhone is considered by a lot of people to be one of the most successful products in business history, and
there are many reasons why the majority of people and especially iPhone users think so.

So
far, about 200 million iPhones have been sold since it was introduced in the spring of 2007, and 37 million of them in the last
three months of 2011 alone.

And
make no mistake-- the iPhone is a huge revenue generator! Just last quarter, it contributed to over $24.39 billion in revenue
for the fruity company from Cupertino, greater than the $20.9 billion Microsoft made in all of its many businesses.”

Apple
also produces the iPad. iPad is a line of tablet computers designed, developed and marketed by Apple Inc., primarily as a platform
for audio-visual media

Tech
Crunch – March 2012

“FollowingApple’s announcementyesterday of the new iPad’s record weekend, which
saw 3 million devices sold in three days, analysts are upping their predictions for the tablet’s market share growth over
the course of the year. In a note to investors, Gene Munster of Piper Jaffray says the firmisnow forecasting
as many as 66 million sales of the new device in 2012, up from the earlier prediction of 60 million.
Meanwhile, Shaw Wu of Sterne Agee is nowpredicting60 million, up from 55 million.
Regardless of the final outcome, the bottom line impact the device will have on the market was summed up in Munster’s bullish
note: ”we believe the unprecedented ramp of the iPad over the past year is evidence that the tablet market will be measurably
larger than the PC market,” he said. (emphasis added)

Our
Revolutionary Concepts EyeTalk® technology represents a camera system with embedded intelligence. Moving beyond the typical
take a picture, take a video and send it technology, the

EyeTalk®
technology will activate and engage. The capabilities of the EyeTalk® system go beyond the ability to offer two way communication
by incorporating an embedded processor that will ultimately be able to communicate and interpret while providing video surveillance
and remote monitoring capabilities.

Wireless
cameras, wireless communication devices such as smart phones and hand held devices represent the ultimate marriage of wireless
technologies. Until we discover how to actually teleport people, wireless cameras and mobile monitors will allow people to literally
be in two places at once.

Management
believes our patent represents a very significant asset and advancement in camera technology.

The
EyeTalk® technology is primarily a software platform with a hardware component of an external smart camera deployed at a chosen
location. The system offers two-way communication and it streams video to designated PC or handheld devices such as PDA’s,
smart phones or other smart devices. . The software interface allows the system to offer preprogrammed messages, greetings, commands,
etc. The software maintains information captured by the EyeTalk® system. Access to the information may be achieved via a Personal
Data Assistant (PDA), Handheld Computer (HC), Smart phone, or other compatible device. The EyeTalk® software platform will
be able to communicate with many of the smartphone and other devices that are currently available in the market place.

As
a residential application, the EyeTalk® system provides a very effective and efficient means of entry management allowing
seamless communication to and from a location to the owner to interact remotely with anyone who approaches with the benefit of
audio, video and data communication. The system utilizes new technology to synergistically improve communication, security, convenience,
messaging, and manage deliveries and guest.



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According
to USBX (US Business Exchange), “iSuppli, a respected technology market research firm, announced this quarter that they
project IP video surveillance camera revenue to grow to more than $9.0 billion by 2011, a compound annual growth rate of 13.2%”.
Declining cost of new surveillance technology have improved the viability of enhanced security systems while boosting the affordability
and demand for basic security systems among families in the middle to lower-middle income strata of society.”

Management
believes that the point of greatest significance is not the fact that our plans to participate in this space, but the fact that
our company owns IP rights to the much anticipated wireless activity in the space.

Our
company management has a careful eye on the transition many traditional security companies are attempting to make to a more practical
video solution. Fortunately for us, our company owns the rights to the use of wireless cameras and their interface with wireless
handheld devices.

The
EyeTalk® system also records and archives data, video and audio records. The system provides a centralized control system
using a user-friendly application with a means for storing digital images and provides enhanced security features.

We
also recognize that we have entered an era where cellphone applications are just a matter of every day activity. An “AP”
that offers individuals the ability to manage and monitor locations of interest is both very marketable and necessary.

Our
management expects the EyeTalk® technology to provide three primary benefits:

Protection– EyeTalk® as a standalone system will provide a much safer platform because of its preemptive capabilities, or
the EyeTalk® system may augment current residential and commercial security systems.

Monitoring– EyeTalk® may allow the user to better facilitate the task of entry management in non-threatening circumstances,
such as latch key school children, and deliveries allowing the user to maintain better control and understanding of what is going
on at any given location or property at any given time.

Convenience– EyeTalk® will add convenience to home and business owners, by providing a more responsive and efficient means
of responding to, screening, and monitoring activity at a given location. Deliveries and service appointments can be better managed
with a system such as EyeTalk®.

For
all intents and purposes, we contend that traditional security and alarm services are ineffective, inefficient and costly. Across
the country, in our belief, municipalities report false alarms at a rate exceeding 90%. The response time between an event and
police arrival can be much too long. EyeTalk® represents a proactive response rather than a reactive one.

To
insure the highest quality and product reliability, we entered into a development agreement with SIS Development to produce the
initial EyeTalk® system. We are committed to producing a very high quality, reliable and sophisticated system however the
first generation of the EyeTalk®technology will not have all of the feature sets intended for future models, and will simply
serve as the company’s initial launch and introduction.

SIS
Development, Inc. offers highly specialized, wing-to-wing commercial OEM product development services. SIS has managed formidable,
leading-edge design teams shipping millions of products a year and has an extensive track record of high volume product and software
successes in Fortune 100 and startup environments alike.

The
President of SIS Development is Richard Kramer. Prior to founding SIS Development, Inc. and Security Industry Services, Inc.,
Richard Kramer served as General Manager-Technology and Vice President, Engineering at General Electric’s GE Security division,
where he led a progressive 250+ person organization with more than $500M per year in revenue. He was responsible for managing
16 groups in 11 geographically dispersed locations, providing advanced Network, Software, Wireless, Enterprise/Commercial/Residential/Real
Estate Solutions for the video surveillance (system software, IP solutions, communications, cameras, recorders, PTZs, video recognition
technology), life safety (central station software, intrusion systems, software and sensors), and key control/real estate system
software/product markets.

The
EyeTalk® product development is in very capable and competent hands. Needless to say, we are thrilled to have SIS Development
as a part of our team.



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INDUSTRY

Security
industry stats from IMS Research by Geoff Kohl

First
up is 2009.

In
the Americas, here's how differing industries compared in a rough financial year. The semiconductor market was down 30%; industrial
automation was down 15%; vehicle production was down 33% and consumer technology was down 6%. Despite those significant downturns
in many major industries, the electronic security industry was down only 0.2%. Basically, that means our industry stayed flat
during 2009.

Also
in 2009, IMS saw network video up 25% and analog video down 7%. They saw a terrible year for analytics companies. While analytics
was having trouble, megapixel video surveillance had a good year, even as HD emerged as a potential format of choice. Megapixel
could even outpace "standard resolution" IP video usage by 2012 or 2013 based on what IMS saw in 2009.

Now
to the future...

In
2013, in the Americas, video surveillance is going to be 43% of the total physical security systems market; that means a huge
increase in terms of video's role in the overall market. Fire will be 20% (that's down from current market share per IMS); intrusion
will be 11.2% (also down in overall market share); and access control will be 7.8% (again, that's down in overall market share
-- a loss chiefly attributed video's strong growth rather than any failing in the access control market).

In
2010 (since that's the year we're dealing with now), IMS is forecasting a large number of mergers and acquisitions, which they
think will happen because the capital funding for such purchase is finally coming back. They're expecting 2% growth in North America
for security products as a whole, a growth number that pales in comparison to a 15.2% growth forecast for security products in
China/India. While North America isn't going to see the banner year that China and India will see, it certainly is better than
what IMS is forecasting for Europe -- which is a -4.8% decline in overall revenues attributed to the sale of security products.*”

*Article
not incorporated by reference.

The
tipping point for when IP video takes over analog video in sales is going to be pushed back a year thanks to the bad economy of
2009; now it is forecasted to be 2013 or 2014 when that transition happens.

How
to Capitalize on the Fastest Growing Trend in Residential Security By Jay Kenny – Feb 03, 2012

“Security
dealers and integrators are recognizing that consumers increasingly rely on smartphones, tablets and other mobile devices to control
home security, automation and energy management services. Alarm.com, a provider of interactive security solutions, has evidence
to support this trend.

This
shift in consumer behavior is driven both by the explosive adoption of mobile devices and the availability of dynamic apps and
services for end users to unlock additional value from their security system. Usage trends are not limited to monitoring security
events that occur in the home, but also extend to a range of relevant day-to-day interactive services such as receiving motion-triggered
video clips when kids arrive home from school, alerts when cabinets are accessed, or the ability to remotely adjust thermostats,
lights and door lock settings. It is a behavioral change that presents a new opportunity and should not be lost on security dealers
and integrators. Mobile connection to the security system has proven to be a successful way to improve retention of existing customers,
drive new customer acquisition, deliver additional revenue-generating services, and differentiate a product offering as new entrants
hit the market.*”

*Article
not incorporated by reference.

EyeTalk®
as stated previously represents a technology with embedded intelligence. This one key feature that we termsmart cameratechnology, combined with smart phone technology is a very powerful and compelling combination
of technologies. A key reason we define EyeTalk® a “disruptive technology”.



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Mobile
apps help close sales – Increasingly, feedback from Alarm.com partners is that one of the most powerful sales tactics
is to show interactive system capabilities and features on a mobile device such as an iPhone, iPad or Android smartphone. This
"mobile-first" approach in the sales cycle is more effective than showing mobile apps as a "nice-to-have"
among a list of broader system features. We believe that once prospective customers see how easy and convenient it is to use a
free app to arm the system, adjust the lights or watch live video of their property, their perceived value increases dramatically
and distances the product offering from that of competitors.

Mobile
services keep customers "sticky" – In addition to helping dealers close more sales, the mobile app significantly
drives day-to-day use of the system, in turn increasing customer stickiness and reducing customer attrition. In fact, analysis
conducted by Alarm.com in 2011 confirmed a direct correlation between a consumer's consistent interaction with their interactive
security system and reduced attrition. Through an independent third party analysis, it was proven that customers with interactive
accounts stay on longer than traditional security customers and those who are actively logging into their accounts via the Alarm.com
website or mobile app attrite even less.

Mobile
apps help meet rising consumer expectations – Current mobile trending shows people are not just becoming more comfortable
with technology, but that they prefer the convenience of the mobile app to monitor and control home security system settings.
Mobile apps enhance the value of the security platform and deliver access to key services consumers expect on-demand wherever
they are, and from any device.

Mobility
isn't just about remote access– It would be reasonable to assume that customers are solely utilizing mobile devices
remotely to monitor and interact with security, video, energy and automation functions. But dealers and integrators report that
for many customers the mobile app offers much more. Customers appreciate the ability to change system settings, lock doors or
turn off lights from the living room couch or bedroom rather than having to do so from a physical keypad. Mobile apps also offer
a new level of awareness and comfort by enabling the user to stay connected and essentially extend the value of the security system.

Mobile
apps can drive sales for other services – Mobile apps can expose customers to additional services anchored to the security
platform, especially when used as a sales tactic for a whole home solution. The ease of controlling home energy and seeing video
through the same platform can create higher system value as well as increase the opportunity to attach add-on services and generate
more RMR. Mobile apps help drive sales for system-integrated services such as video, energy management and home automation.

Below
is an illustration of the security market segments. (2011)





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Future
Plans and Potential Markets

Our
management believes it has the capability to enter into a growing security marketplace with an explosive product at the perfect
time.. Research and current trends suggest that the security industry will continue to experience increased spending and growth
on detection devices such as EyeTalk®. Our companies Intellectual Property makes it more than just a provider but the outright
owner of a very relevant and significant IP... a tremendous asset. We believe that the future of our company is bright and
the options of development and/or licensing provide incredible latitude.

We
systematically filed patents over the past decade in the areas of medical, institutional, child monitoring, home healthcare and
real estate markers. As these assets are now manifesting themselves one by one, the company’s plans are unfolding perfectly.
Each of the aforementioned markets are monumental and perfectly suited for the IP in our portfolio.

Our
management also believes that EyeTalk® has advantages over existing and competing technologies by virtue of its embedded intelligence
and processing capabilities. Many of these capabilities may not relate to the security field at all, but may nonetheless be commercially
useful. The additional commercial benefits of the EyeTalk® include:

- Virtual
reception capabilities for offices and businesses
- Advanced
operations management and remote supervision
- Remote
on-line education and real-time teacher/student interface (homeschooling)
- Home
healthcare monitoring and independent living capabilities
- Sports
applications and entertainment

Sales
Strategy

The
company plans to utilize multiple sales and distribution channels.

| | · | Direct
                                                                                                                                                     Sales
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



The
EyeTalk® technology can be introduced to the market in a variety of ways, given the unique applications it provides. RCI looks
to engage a direct sales team of over 2000 sales personnel to launch the residential and commercial versions of the EyeTalk®
technology. A nationwide, direct-sales team can be assembled, provided the necessary training and tools, to introduce the products
to the consumer. Partnerships with reputable vendors such as The Geek Squad, will be formed to insure professional installation
at residential/commercial sites around the country. Infomercials have been proven to be effective also in generating massive appeal
quickly. A well-produced infomercial can reach hundreds of thousands of consumers and lead to enormous volumes of sales in a relatively
short period of time.



| | — | Licensing
| | - | ---------

We
currently hold the IP that provides the use of a wireless camera and it’s interface with other devices enabling monitoring.
The IP is very relevant to a multi-billion dollar industry. We plan to offer licensing opportunities to companies who wish to
utilize this technology and aggressively defend its patent rights. The company has identified an industry expert that it plans
to engage to assist with the licensing to companies within the security industry.

| | · | Internet
                                                                                                                                                     Sales
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management
expects to sale a significant percentage of the EyeTalk® technology via direct internet sales. We are currently developing
3 commercials that will be airing of television networks, YouTube and our website. It is anticipated that these commercials will
generate interest and sales.

| | — | Existing
                                                                                                                                                           Security
                                                                                                                                                           Companies
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
use of wireless camera technology is so effective and efficient today that every security company will have to include the technology
in their product offerings in order to remain competitive. We will not only offer a wireless camera technology, but one our management
believes will be vastly superior because of its smart capabilities. We are in the process of developing key relationships with
industry leaders to identify the fortune 500 companies we will target.

| | · | Commercials
                                                                                                                                                     and
                                                                                                                                                     Advertising
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
have engaged the services of two individuals to assist in the development of its first 3 commercials to be aired on television
networks, internet sites and the company’s website.



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Patent
and Intellectual Property



On
March 20, 2007, the United States Patent and Trademark Office issued to the Company a patent, number 7,193,644 B2. The patent
abstract states:

“The
invention is audio-video communication and answering system thatsynergisticallyimproves communication betweenanexterior and an interior of a business or residence
and a remote location, enables messages to be stored and accessed from both locally andremotely,
and enables viewing, listening, and recording from a remote location. The system's properties make it particularly suitable as
a sophisticated door answering-messaging system. The system has a DVMS module on the exterior. TheDVMSmodule has a proximity sensor, a video camera, a microphone, a speaker, anRFtransmitter,
and anRFreceiver. The system also has a computerized controller with a graphic user interfaceDVMSdatabase application. The computerized controller is in communication with a public
switching telephone network, and anRFswitchingdevice. The RF switching device enables communication between the DVMS module and the computerized controller. The RF switching
device can be in communication with the other RF devices, such as a cell phone,PDA, or
computer.”

The
following additional patents have now been awarded:

U.S.
Patent 8,139,098

Revolutionary
Concepts Inc. of Charlotte, North Carolina, has recently been awarded U.S. patent 8,139,098 covering a method for receiving a
person at an entrance

U.S.
Patent 8,144,183

Revolutionary
Concepts Inc. of Charlotte, North Carolina, has recently been awarded U.S. patent 8,144,183 covering a method for two-way audio-video
communications between a first person at an entrance and a second person.

U.S.
Patent 8,144,184

Revolutionary
Concepts Inc. of Charlotte, North Carolina, has recently been awarded U.S. patent 8,144,184 covering a detection and viewing system.
The system includes a wireless device associated with a door.



U.S.
Patent 8,154,581

Revolutionary
Concepts Inc. of Charlotte, North Carolina, has recently been awarded U.S. patent 8,154,581 covering an audio-video communication
system. The system includes a wireless exterior module located proximate an entrance and a computerized controller.

U.S.
Patent 8,164,614

Revolutionary
Concepts Inc. of Charlotte, North Carolina, has recently been awarded U.S. patent 8,164,614 covering a communications and monitoring
system.

U.S.
Patent 8,016,676 B2

Revolutionary
Concepts Inc. of Charlotte, North Carolina has been awarded U.S. patent 8,016,676 related to Child Car Seat Assembly enabling
access to remote gaming applications and two-way person-to-person communications.

The
company has patent pending applications related to; (a) video system for individually selecting and viewing events at a venue;
(b) medical monitoring; and (c) real estate audio-video monitoring.



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Legal

For
several years, we have been engaged in litigation against its former patent attorneys for malpractice arising from a missed filing
deadline relating to obtaining patents for our core technologies outside the United States.  After a two-year fight over
jurisdiction in the case, including wins for us at the trial court and at the North Carolina Court of Appeals, the case was remanded
to the trial court for further proceedings.  Unfortunately, the trial court dismissed the case on a technicality, potentially
ending the case.  Our trial counsel has assured us that the judge's ruling is contrary to law and that good grounds exist
for appeal.  A decision about whether to appeal is forthcoming.

COMPETITION

We
expect to compete with much larger and better financed companies in the remote monitoring industry, all of which have superior
name recognition, such as ADT, Alarm Force, ATT, Pinkerton’s and others. We own the patent by which many of the aforementioned
companies will be dependent upon and we believe, but cannot assure, may already be infringing in some manner

Remote monitoring
is available through a variety of media and processes, including systems integrators, closed circuit television systems, intrusion
detection systems, and others. These systems typically incorporate ultrasonic, infrared, vibration, microwave and other sensors
to detect door and window openings, glass breakage, vibration, motion, temperature, and noise and transmit through alarms and
other peripheral equipment.



For example,
the ATT remote monitor integrates with Cingular and Yahoo through cell phones and wireless internet. The user can remotely select
the device and determine whether notification will be triggered by door sensors, motion sensors, temperature sensors or a combination.
The user can remotely control cameras with pan, tilt and zoom features. The user can download and record or view live camera.
The EyeTalk® system provides similar capabilities; however with two-way communication and a programmable software interface
enabling the system to effectively manage itself if the user desires.



Industry analysts
report that both Cysco and IBM are developing new hardware and software applications for remote monitoring that, if successful,
could have profound implications for the industry.



Regulation

We
are subject to the same federal, state and local laws as other companies conducting business in the software field. Our products
are subject to copyright laws. We may become the subject of infringement claims or legal proceedings by third parties with respect
to its current or future products. In addition, we may initiate claims or litigation against third parties for infringement of
its proprietary rights, or to establish the validity of our proprietary rights. Any such claims could be time-consuming, divert
management from our daily operations, result in litigation, cause product delays or lead us to enter into royalty or licensing
agreements rather than disputing the merits of such claims. Moreover, an adverse outcome in litigation or a similar adversarial
proceedings could subject us to significant liabilities to third parties, require the expenditure of significant resources to
develop non-infringing products, require disputed rights to be licensed from others or require us to cease the marketing or use
of certain products, any of which could have a material adverse effect on our business and operating results.





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RESULTS
OF OPERATIONS



RESULTS
OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2011



Operating
ExpensesAlthough we have not begun generate revenues, our total operating expenses decreased to $153,302 from $267,307 for
the three months ended June 30, 2012and 2011, respectively, as compared to $380,803 and $482,065 for the six months ended June
30, 2011 and 2010, respectively. This decrease is primarily attributable to increases in unpaid accrued compensation and marketing
expenses offset by decreases in professional and legal fees, compensation and accrued payroll tax liabilities.



Net
Loss.Our net loss increased to $272,824 from $271,487 for the three months ended June 30, 2012 and 2011, respectively as
compared to $516,304 and $486,772 for the six months ended June 30, 2012 and 2011, respectively. Once again attributable primarily
to increases in unpaid accrued compensation and marketing expenses offset by decreases in professional and legal fees, compensation
and accrued payroll tax liabilities. We also recorded $84,003 and $0for the three and six months ended June 30, 2012 and 2011,
respectively, in loss on embedded derivatives related to notes payable with variable conversion prices.



Assets.Assets increased by $13,262 to $142,183 at the period ended June 30, 2012, from $128,921 at the year ending December 31, 2011.
This decrease was primarily due to depreciation and amortization.



Liabilities.Total liabilities increased by $347,722 to $2,082,019 or the period ended June 30 2012, from $1,734,297 for the year ended
December 31, 2011. This increase is primarily attributable the increase in notes payable and accrued interest payable offset by
decreased in accounts payable and other accrued expenses.



Stockholders'
Deficit.Stockholders' deficit increased by $334,461 to $1,939,837 for the period ended June 30, 2012 from $1,605,376 for
the year ended December 31, 2011. The increase was due primarily to continuing losses from operations $516,304.



Liquidity
and Capital Resources



General.
Ourprimary sources of cash have been sales of common stock through
private placements and loans from affiliates. We are a developmental stage company moving from R & D to the initial
stages of development. The transition from R & D to development and production requires a greater focus on operations, product
infrastructure, distribution and channel partners and industry alliances. Over the next 6 - 12 months, we will be looking for
the ideal acquisitions that will enable our company to take advantage of an existing customer base. Our management will also pursue
appropriate Letter of Intents and Joint Ventures that will position our company to move its products into these ventures when
successful production is completed.



Prior
relationships with companies discussed in previous filings have been terminated. We are not involved with any of those companies
that were very instrumental during the Research and Development stages, but are no longer engaged. We have engaged SIS Development
as consulting technical officials for product development. SIS Development will assist RCI in identifying the necessary contracts
and relationships moving forward. Additionally, industry expertise and consultation is being provided by advisors in the industry.



Overall,
we had a net increase in cash of $12,271 for the period ended June 30, 2012 over the prior year period amount of $671.



Cash
Flows from Operating Activities.Net cash used in operating activities was $728,443 for the period ended June 30, 2012 compared
to net cash provided by operations of $ 93,016 for period ended June 30, 2011 is primarily attributable to the decrease in accounts
payable, accrued expenses and a continuing net operating loss.



Cash
Flows from Investing Activities.There were $5,243 used by investing activities for the ended period ended June 30, 2012compared
to no net cash used by investing activities for the ended period ended June 30, 2011.



Cash
Flows from Financing Activities.Net cash provided by financing activities was $745,902 for the period ended June 30, 2012
compared to cash used in financing activities of $92,529 for the period ended June 30, 2011 and is attributable to the increase
in notes payable of $707,510 and an increase in issuance of stock for retirement of debt of $178,462, offset by retirement of
debt of $138,462.

Our
Company’s Capital Structure.In its efforts to grow and expand the Company, management must obtain the necessary capital
to achieve those objectives, decide on the best methods to obtain that capital, and adjust the capital structure of the Company
as needed. The primary ways a company will raise capital is either through debt financing (borrowing money), or equity financing
(selling a portion of the company via shares of stock) or a combination of both. The type of capital chosen (debt or equity),
and methods of raising the capital depend on a number of factors including; the company’s life cycle stage, e.g., start-up,
development, high-growth or maturity, future growth prospects, strength of the national economy and the credit markets.

Potential
investors in any company, including ours, will consider those factors and the relative risks to their investment capital. To limit
their risks, these investors may limit the size of their investment, or provide it to the company in stages, that is contingent
upon the company reaching stated goals e.g., production, marketing, distribution and revenues. The ultimate question for management
is; how do you get the investors to commit to making what could be a high risk investment for them, although one that would correspondingly
benefit the Company, however one that the investor could lose if the Company were to fail. Management considered both the equity
and the debt financing options based on the Company’s life cycle stage, economy, credit markets and other circumstances
at the time, and reached the following conclusions;



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Equity
Financing - Management decided not to raise additional capital through an equity offering in its initial start-up
and development stage for a variety of reasons;

(1)
The Company would have had to go through the process of filing a registration statement e.g. S-1 with the SEC, which would have
required expenditures and resources with no assurances of receiving expeditious approval and would have been very time consuming,
given our situation at that time.

(2)
The direct and indirect flotation costs of the issuance of an equity capital raise could have run $250,000 or more, and the Company
did not have those funds available.

(3)
It would have been very difficult to get an investment banker to underwrite a new issuance for a development stage company with
a limited operating history and revenues.

(4)
Many investors did not want to take an equity position in the Company at that time and the corresponding risks of ownership.

(5)
The issuance of equity to these investors, after resolving the potential regulatory challenges, legal issues, time constraints,
and costs would have resulted in immediate dilution for the other shareholders, giving them only limited hopes that value would
be created.

Therefore,
due to the above stated reasons, the economic climate and the Company’s circumstances at that time, management elected not
to pursue raising capital through an equity offering at that time.

Debt
Financing –Management elected to raise capital for the Company through debt financing for the following reasons;

(1)
Due to the Companies need for further development of our patents, it had immediate and continuous need for capital.

(2)
The investors were more willing to invest funds more expeditiously, and take a creditor’s position instead of that as an
owner by taking an equity position.

(3)
With those immediately available funds, management could continue to develop our technology and create short-term economic value
to the Company by contracting with various vendors for work, prior to any equity dilution taking place.

(4)
The investors were issued Promissory Notes that were unsecured without any collateral (taking a high risk), except as called for
in the agreements.

(5)
The Notes required no monthly payments which allowed us to use that free cash flow for operating expenses, reduced our cash outlays,
interest payments and improve our budget, plans and forecast our cash flow.

(6)
The investors received the potential upside of conversion of the Notes into equity while protecting our downside with the use
of the cash flow.

(7)
Should the investors decide to convert the Notes into common stock, then the Company’s debt would be eliminated from its
balance sheet.

(8)
The tax benefits of debt financing is that it’s less expensive, while the Company is taxed on earnings, it is not generally
taxed on borrowed money and the interest on the Notes is tax deductible.

(9)
Since the investors do not have any equity interests, it has no voting rights or other control over the management of the Company,
its operations and no claim to its future earnings.

(10)
If the Company ever suffers a negative financial situation, it is much easier to re-negotiate the terms of the Notes with the
individual investors than with a bank, or a group of investors through an equity or bond offering.



Based
on the reasons above, and since the Company required immediate capital to rapidly expand, grow, restructure its operations, continue
development, finance potential acquisitions and execute its marketing plans; raising capital through debt financing was our best
alternative. This strategy resulted in our expanding on our technology patents; thereby, increasing our potential assets, market
capitalization value and our shareholders owning a portion of a much larger and more valuable company. As the Company continues
to advance and develop through the different stages of its business life cycle, management will evaluate options, alternatives,
and make strategic decisions for the best investment opportunities, financing and capital structure at that time.



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Debt

In
its efforts to expand and grow, we issued debt instruments to borrow funds from various creditors to raise capital. These are
long-term Notes with various rates and maturities, that grants the Note Holder the right, (but not the obligation), to convert
them into shares of our common stock in lieu of receiving payment in cash. The issued Notes are secured obligations. The principal
amount of the Notes may be prepaid upon agreement of both parties and a prepayment penalty, in whole or part at any time, together
with all accrued interest upon written notice.

Our
management believes that there are a number of benefits when issuing debt versus issuing equity capital. The interest paid on
debt capital is tax exempt; hence, our loan costs are lowered. Outside of their contractual debt documents, creditors have no
control in the conduct of the business, so by issuing debt capital, we do not dilute the ownership rights of our shareholders
(unless and until any debt is converted into equity). Also, as the interest rates are predetermined, the management is able to
budget for the payments. Generally, debt is less costly and the time involved to be able to raise the capital is shortened. In
many cases, raising capital through equity requires regulatory approval, which can take months and is dilutive to all shareholders.

2012

On January
2, 2012 we entered into a two (2) year convertible Promissory Note with a non-related creditor for $57,000 at 10% interest.  The
holder has the right to convert the note to common stock at $0.015 per share.



On January 31,
2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $28,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On February
6, 2012, the Board of Directors approved a request for an adjustment to the conversion price of a Long Term Note dated April 30,
2011 for $76,194 from $0.005 to $0.0022.



On February
29, 2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $5,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On
March 22, 2012, we completed a partial conversion of one of its Notes payable dated April 30, 2011, with a principal amount of
$76,194. A total of $26,000 worth of the Note was converted, and 11,817,900 common shares were issued for that part of the conversion,
which leaves a remaining balance of $50,194 of the principal of the Note. No accrued interest was paid on the Note upon conversion.
This conversion of debt reduced our Long Term Notes payablesby$26,000.

On
March 22, 2012, we issued 159,000 restricted common shares for professional services provided to us and expensed in 2011. The
issuance will reduce our accounts payable by $4,990.

On
March 30, 2012, we completed a conversion of one of its Notes payable to one of our Officers and Directors Mr. Solomon Ali, dated
October 1, 2011, with a principal amount of $46,154. The Note was converted, and 9,230,768 common shares were issued for the conversion,
No accrued interest was paid on the Note upon conversion. This conversion of debt reduced our Long Term Notes payablesby$46,154.

On
March 30, 2012, we completed a conversion of one of its Notes payable to one of our Officers and Directors, Mr. Ronald Carter,
dated October 1, 2011, with a principal amount of $92,308. The Note was converted, and 18,461,544 common shares were issued for
the conversion, No accrued interest was paid on the Note upon conversion. This conversion of debt reduced our Long Term Notes
payablesby$92,308.

On March 30,
2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $70,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On
April 1, 2012 the Company entered into a two (2) year convertible Promissory Note with its President and CEO, Ronald Carter for
$200,000 at 10% interest for the balance of the accrued compensation owed to him for the fiscal year 2011 in accordance with his
Employment Agreement. The holder has the right to convert the note to common stock at $.005.

On April 1,
2012 the Company entered into a two (2) year convertible Promissory Note with its Vice President, Solomon Ali for $174,000 at
10% interest for the accrued compensation owed to him for the fiscal year 2011 in accordance with his Employment Agreement. The
holder has the right to convert the note to common stock at $.005.



On
April 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $22,000 at
12% interest.  The holder has the right to convert the note to common stock at $0.005 per share.

On
May 31, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $33,000 at 12%
interest.  The holder has the right to convert the note to common stock at $0.005 per share.

On
June 7, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,000 at 12%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices. This
was a partial reassignment and modification of a note dated August 30, 2011. On June 19, 2012, the Company received a notice of
partial conversion. A total of $4,000 was converted and 1,111,111 restricted common shares were issued, which
leaves a remaining principal balance of $23,000. This conversion of debt reduced our notes payables by $4,000.

On
June 12, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $43,448 at 10%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices. This
was a partial reassignment and modification of notes dated May 30, 2011 for $12,000, May 30, 2011 for $10,000 and a note dated
June 30, 2011 for $17,500 and accumulated interest of $3,948. On June 18, 2012, the Company received a notice of partial conversion.
A total of $10,000 was converted and 3,030,303 restricted common shares were issued, which leaves a
remaining principal balance of $33,448. This conversion of debt reduced our notes payables by $10,000.

On
June 19, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,500 at 8%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices.

On
June 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $38,809 at 12%
interest.  The holder has the right to convert the note to common stock at $0.005 per share.



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2011



On January 15,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $42,500 at 10% interest.  The
holder has the right to convert the note to common stock. On August 4, 2011 this Note was converted to 8,500,068 restricted common
shares of which 2,200,000 shares had previously been issued,



On April 30,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $76,194 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share. On February 6, 2012, the Board of Directors approved
a request for an adjustment to the conversion price of a Long Term Note dated April 30, 2011 for $76,194 from $0.005 to $0.0022.
On March 21, 2012, $26,000 of this note was converted to 11,817,900 shares of common stock, which leaves a remaining principal
balance of $50,194. This conversion of debt reduced our Long Term Notes payables by $26,000.





On April 30,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $12,000 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On May 30, 2011,
we entered into a two (2) year convertible Promissory Note with a non-related creditor for $12,000 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On May 30, 2011,
we entered into a two (2) year convertible Promissory Note with a non-related creditor for $10,000 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On June 30,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $17,500 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On August 4,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $140,663 and $3,404 in interest.  The
holder has the right to convert the note to common stock at $0.005 per share.On November
30, 2011, the holder converted $50,166 of the note leaving a principal balance due of $90,497.



On August 30,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $44,600 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share. On June 12, 2012, $27,000 of this note was modified
and assigned by the original note holder to a non-related third party, leaving a principal balance of $17,600 on the original
Note.



On September
30, 2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $177,522 at 10% interest.  The
holder has the right to convert the note to common at stock at $0.005 per share.



On October 1,
2011, we entered into a two (2) year convertible Promissory Note with Ronald Carter, our President and CEO for $92,308 at 10%
interest for the accrued compensation owed to him for the fiscal year 2010 in accordance with his Employment Agreement.  The
holder has the right to convert the note to common stock at $0.005 per share. On March 30, 2012, we completed a conversion of
$92,308. The Note was converted, and 18,461,544 common shares were issued for the conversion, No accrued interest was paid on
the Note upon conversion. This conversion of debt reduced our Long Term Notes payables by $92,308.



On October 1,
2011, we entered into a two (2) year convertible Promissory Note with our Senior Vice President, Solomon Ali for $46,154 at 10%
interest for the accrued compensation owed to him for the fiscal year 2010 in accordance with his Employment Agreement.  The
holder has the right to convert the note to common stock at $0.005 per share. On March 30, 2012, we completed a conversion of
$46,154. The Note was converted, and 9,230,768 common shares were issued for the conversion, No accrued interest was paid on the
Note upon conversion. This conversion of debt reduced our Long Term Notes payables by $46,154.



On October 1,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $63,818 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share. This note was originally dated 12/31/10



On October 1,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $27,018 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share. This note was assigned to an unrelated third party
and was originally issued 12/31/10.



On October 1,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $198,950 at 10% interest. The
holder has the right to convert the note to common stock at $0.005 per share. This note was assigned to an unrelated third party
and was originally issued 12/31/10.



On October 30,
2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $8,700 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On November
30, 2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $8,500 at 10% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On December
30, 2011, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $4,700 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.





The
investors and private equity firms are very astute and have many years of experience and expertise in making successful investments
in many companies. They have been investing with the Company for several years, and have provided us with critical short and long-term
funds that we have used for operations, working capital, and investment capital for our business acquisitions to expand and grow
the Company. They have the option to convert their Notes into stock after a holding period per SEC guidelines. However, most have
elected to hold their Notes for 1 to 3 years and therefore have taken a long-term investment strategy in the Company. Without
their continuous long-term commitment to investment in the Company, it is unlikely that the growth and expansion that we have
achieved would have been possible.



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Recent
Accounting Pronouncements

FASB
Accounting Standards Codification

(Accounting
Standards Update (“ASU”) 2009-01)

In
June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative
nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”),
have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification
has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative
standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods
ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative
accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the
Company’s financial statements or disclosures as a result of implementing the Codification during the fiscal year ended
December 31, 2009.

As
a result of the Company’s implementation of the Codification during the fiscal year ended December 31, 2009, previous references
to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will
provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent
Events

(Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)

SFAS
No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but
before the financial statements are issued or available to be issued (“subsequent events”). An entity is required
to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this
is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within
the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165
became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements.
The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized
or non-recognized subsequent events were noted.

Determination
of the Useful Life of Intangible Assets

(Included
in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful
Lives of Intangible Assets”)

FSP
SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was
intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows
used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for
determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure
requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP
SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

Noncontrolling
Interests

(Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Financial Statements an amendment
of ARB No. 51”)

SFAS
No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests
and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008

with
early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible
asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS
No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation
of Variable Interest Entities — Amended

(To
be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for
determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary
of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities,
(2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary
to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period
beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does
not anticipate any material impact on the Company’s financial statements.



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Additional
Information



We file
reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Commission’s
Public Reference Room at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that we file with
the Commission through the Commission’s Internet site at www.sec.gov.

Item
3. Quantitative and Qualitative Disclosures About Market Risk

Not
Applicable.

Item
4. Controls and Procedures

As
of the end of the period covered by this report, Revolutionary Concepts, Inc. management, including the Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded
that such disclosure controls and procedures are effective in alerting them on a timely basis to material information relating
to Revolutionary Concepts required to be included in Revolutionary Concepts’ periodic filings under the Exchange Act.

Evaluation
of Disclosure Controls and Procedures.



Our principal
executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (Exchange Act), as of the last day of the fiscal period covered by this report, June 30, 2012. The term disclosure
controls and procedures means our 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 or submit under
the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this
evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures
were effective as of June 30, 2012.



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.





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PART
II - OTHER INFORMATION



ITEM
1. LEGAL PROCEEDINGS



For
several years, RCI has been engaged in litigation against its former patent attorneys for malpractice arising from a missed filing
deadline relating to obtaining patents for RCI's core technologies outside the United States.  After a two-year fight over
jurisdiction in the case, including wins for RCI at the trial court and at the North Carolina Court of Appeals, the case was remanded
to the trial court for further proceedings.  Unfortunately, the trial court dismissed the case on a technicality, potentially
ending the case.  RCI's trial counsel has assured the Company that the judge's ruling is contrary to law and that good grounds
exist for appeal.  A decision about whether to appeal is forthcoming.



The
Company also sued Emmanuel Ozoeneh in federal court. Mr. Ozoeneh was a former business partner in a prior business venture with
our CEO Ron Carter. Mr. Ozoeneh began making false claims that he was the inventor of the EyeTalk® system. RCI filed suit
in federal court to have Mr. Carter declared the sole inventor. This case has been resolved to the satisfaction of the Company.
The terms of the agreement are confidential, but the result was that Ronald Carter and the Company were declared as the sole inventor
and retains all rights to the patent(s) for the EyeTalk® system. The Company is currently in default on the agreement and
is working to resolve the default.

In
July and August 2009, the Company issued two notes payable in the total amount of $20,000. The two notes were later combined at
the note holder’s request into one note.  The note bears interest at a rate of 10%.   Principal
and interest were due in May 2010. In 2009, the Board of Directors agreed to guarantee a personal loan to the President of the
Company, Mr. Ron Carter of $75,000 with interest of 10%, by a shareholder.  The note became due in November 2010. On
October 5, 2010, the Company received notice that a claim for judgment had been filed in Mecklenburg County by a shareholder for
the note that was in default as of May 2010. On January 7, 2011, the note holder amended the filing to include the personal loan.  The
amount of the claim was $100,996, plus interest at 8% and legal costs. On the 10th day of May 2011, a summary judgment
was entered on behalf of the plaintiff against Mr. Carter and the Company. On the 4th day of August 2011, the Company
reached an agreement with a third party to negotiate and acquire the judgment award and to agree to a convertible note from the
Company for its services. The total value of the convertible note is $144,067including interest, of which the Company has received
a promissory note from Mr. Carter for $112,663for the part of the judgment, interest and fees that was from the personal promissory
note that the Company guaranteed.

ITEM
1A. RISK FACTORS



You should
carefully consider the following risk factors together with the other information contained in this Interim Report on Form 10-Q,
and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If
any of the risks factors actually occur, our business, financial condition or results of operations could be materially adversely
affected. There have been no material changes to the risk factors previously discussed in Part II,
Item 6, “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2011 (SEC File Number000-53674)
on the website at www.sec.gov including but not limited, to the following:



The
market price of our common stock may limit its eligibility for clearing house deposit.

We
are advised that if the market price for shares of our common stock is less than $0.10 per share, Depository Trust Company and
other securities clearing firms may decline to accept our shares for deposit and refuse to clear trades, in our securities. 
This would materially and adversely affect the marketability and liquidity of our shares and, accordingly may materially and adversely
affect the value of an investment in our common stock.

We
are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging
growth companies will make our common stock less attractive to investors.

We
are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012 or JOBS Act, and we
may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including not being required to comply with the auditor attestation requirements
of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result,
there may be a less active trading market for our common stock and our stock price may be more volatile.

In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies.

We
will incur increased costs and demands upon management as a result of complying with the laws and regulations that affect public
companies, which could materially adversely affect our results of operations, financial condition, business and prospects.

As
a public company and particularly after we cease to be an “emerging growth company,” we will incur significant legal,
accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting
and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the
Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC.

The
increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require
us to reduce costs in other areas of our business. Additionally, if these requirements divert our management’s attention
from other business concerns, they could have a material adverse effect on our results of operations, financial condition, business
and prospects.

However,
for as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging
growth company.”

If
the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30, we would cease to
be an “emerging growth company” as of the following June 30, or if we issue more than $1 billion in non-convertible
debt in a three-year period, we would cease to be an “emerging growth company” immediately.



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ITEM
2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS



On January
2, 2012 we entered into a two (2) year convertible Promissory Note with a non-related creditor for $57,000 at 10% interest.  The
holder has the right to convert the note to common stock at $0.015 per share..



On January 31,
2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $28,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On February
6, 2012, the Board of Directors approved a request for an adjustment to the conversion price of a Long Term Note dated April 30,
2011 for $76,194 from $0.005 to $0.0022.



On February
29, 2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $5,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On
March 22, 2012, we completed a partial conversion of one of its Notes payable dated April 30, 2011, with a principal amount of
$76,194. A total of $26,000 worth of the Note was converted, and 11,817,900 common shares were issued for that part of the conversion,
which leaves a remaining balance of $50,194 of the principal of the Note. No accrued interest was paid on the Note upon conversion.
This conversion of debt reduced the Company’s Long Term Notes payablesby$26,000.

On
March 22, 2012, we issued 159,000 restricted common shares for professional services provided to the Company and expensed in 2011.
The issuance will reduce the Company’s accounts payable by $4,990.

On
March 30, 2012, we completed a conversion of one of its Notes payable to one of our Officers and Directors Mr. Solomon Ali, dated
October 1, 2011, with a principal amount of $46,154. The Note was converted, and 9,230,768 common shares were issued for the conversion,
No accrued interest was paid on the Note upon conversion. This conversion of debt reduced the Company’s Long Term Notes
payablesby$46,154.

On
March 30, 2012 we completed a conversion of one of its Notes payable to one of our Officers and Directors, Mr. Ronald Carter,
dated October 1, 2011, with a principal amount of $92,308. The Note was converted, and 18,461,544 common shares were issued for
the conversion, No accrued interest was paid on the Note upon conversion. This conversion of debt reduced the Company’s
Long Term Notes payablesby$92,308.

On March 30,
2012, we entered into a two (2) year convertible Promissory Note with a non-related creditor for $70,000 at 12% interest.  The
holder has the right to convert the note to common stock at $0.005 per share.



On
April 1, 2012 the Company entered into a two (2) year convertible Promissory Note with its President and CEO, Ronald Carter for
$200,000 at 10% interest for the balance of the accrued compensation owed to him for the fiscal year 2011 in accordance with his
Employment Agreement. The holder has the right to convert the note to common stock at $.005.

On April 1,
2012 the Company entered into a two (2) year convertible Promissory Note with its Vice President, Solomon Ali for $174,000 at
10% interest for the accrued compensation owed to him for the fiscal year 2011 in accordance with his Employment Agreement. The
holder has the right to convert the note to common stock at $.005.



On
April 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $22,000 at
12% interest.  The holder has the right to convert the note to common stock at $0.005 per share.

On
May 31, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $33,000 at 12%
interest.  The holder has the right to convert the note to common stock at $0.005 per share.

On
June 7, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,000 at 12%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices. This
was a partial reassignment and modification of a note dated August 30, 2011. On June 19, 2012, the Company received a notice of
partial conversion. A total of $4,000 was converted and 1,111,111 restricted common shares were issued, which
leaves a remaining principal balance of $23,000. This conversion of debt reduced our notes payables by $4,000.

On
June 12, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $43,448 at 10%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices. This
was a partial reassignment and modification of notes dated May 30, 2011 for $12,000, May 30, 2011 for $10,000 and a note dated
June 30, 2011 for $17,500 and accumulated interest of $3,948. On June 18, 2012, the Company received a notice of partial conversion.
A total of $10,000 was converted and 3,030,303 restricted common shares were issued, which leaves a
remaining principal balance of $33,448. This conversion of debt reduced our notes payables by $10,000.

On
June 19, 2012 the Company entered into a one (1) year convertible Promissory Note with a non-related creditor for $27,500 at 8%
interest.  The holder has the right to convert the note to common stock at 50% of the then current market prices.

On
June 30, 2012 the Company entered into a two (2) year convertible Promissory Note with a non-related creditor for $38,809 at 12%
interest.  The holder has the right to convert the note to common stock at $0.005 per share.

The
offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving
a public offering, as set forth in Rule 506 of Regulation D promulgated under the Securities Act and in Section 4(2) of the Securities
Act. A legend was placed on the certificates representing each such security stating that it was restricted and could only be
transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the
Securities Act.



ITEM
3. - DEFAULTS UPON SENIOR SECURITIES



There
were no defaults upon senior securities during the period ended June 30, 2012.



ITEM
4. – MINE SAFETY DISCLOSURES



Not applicable.



ITEM
5. - OTHER INFORMATION



There
is no information with respect to which information is not otherwise called for by this form.





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ITEM 6. EXHIBITS



Exhibit No. Description

----------- -----------



|1* Articles of Incorporation
        
        3.2* Bylaws
        
        4.1* Form of Stock
        Certificate
        
        4.2* Form of Class
        A Warrant Certificate
        
        4.3* Form of Class
        B Warrant Certificate
        
        4.4* Warrant Agreement
        
        10.1* Agreement with
        Absolutely New
        
        10.2* Agreement with
        Dr. Jones
        
        10.3* Agreement with
        Tillman Wright
        
        10.4* Agreement with
        JDSL
        
        10.7* Consulting Agreement
        with Sedgefield Capital
        
        10.8* Additional Services
        Agreement with Sedgefield Capital
        
        10.9 Revised Employment
        Agreement with Solomon Ali
        
        14.1* Code of Ethics
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31.1 Sec.
302 Certification of Principal Executive Officer



31.2 Sec.
302 Certification of Principal Financial Officer



32.1 Sec.
906 Certification of Principal Executive Officer



32.2 Sec.
906 Certification of Principal Financial Officer



----------

*
Exhibits are incorporated by reference and can be found in its entirety in our Registration Statement on Form S-1 and our Form
10-K/A for the period ended December 31, 2011, (SEC File Number000-53674) on the website at
www.sec.gov





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SIGNATURES



Pursuant
to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf in Charlotte, NC, by the undersigned, thereunto duly authorized.



Registrant: Revolutionary
Concepts, Inc.



Name	Date



By: /s/
Ronald Carter	August 17, 2012

Ronald
Carter, Director, Chief Executive Officer

(Principal
Executive Officer)





By: /s/
Garry Stevenson	August 17, 2012

Garry
Stevenson, Director, Vice President, and Chief Financial Officer

(Officer
and Principal Accounting Officer)