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 March 31, 2011



Commission File Number 333-151177





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.

6000 Fairview Rd, Suite 1425

Charlotte, NC 28210

980-225-5376

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



Ron Carter, President

Revolutionary Concepts,
Inc.

6000 Fairview
Rd, Suite 1425

Charlotte, NC 28210

980-225-5376

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



Copies to:

Jill Arlene Robbins

Attorney at Law
525 93 Street
Surfside, Florida 33154
(305) 531-1174
(305) 531-1274 (facsimile)



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 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.



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]





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]



State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:37,857,533shares as of May 23, 2011.









|(1)
|---

Table of Contents






TABLE OF CONTENTS



|           |                                                                                       | Page
|---------- | ------------------------------------------------------------------------------------- | ----
|PART I     |                                                                                       |     
|Item 1     | Financial Statements                                                                  |     
|Item 2     | Management’s Discussion and Analysis of Financial Condition and Results of Operations |     
|Item 3     | Quantitative and Qualitative Disclosures About Market Risk                            |     
|Item  4T   | Controls and Procedures                                                               |     
|PART II    |                                                                                       |     
|Item 1     | Legal Proceedings                                                                     |     
|Item  1A   | Risk Factors                                                                          |     
|Item 2     | Unregistered Sales of Equity Securities and Use of Proceeds                           |     
|Item 3     | Defaults Upon Senior Securities                                                       |     
|Item 4     | (Removed and Reserved)                                                                |     
|Item 5     | Other Information                                                                     |     
|Item 6     | Exhibits                                                                              |     
|SIGNATURES |                                                                                       |     







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Table of Contents










ITEM 1. FINANCIAL STATEMENTS



Revolutionary Concepts, Inc. has included
its unaudited condensed balance sheet as of March 31, 2011 and December 31, 2010 (the end of its
most recently completed fiscal year), and unaudited condensed statements of operations and cash flows for the three months ended
March 31, 2010 and 2011, and for the period from March 12, 2004 (date of inception) through March 31, 2011, together with unaudited
condensed notes thereto.  In the opinion of management of Revolutionary Concepts, Inc., the financial statements reflect
all adjustments, all of which are normal recurring adjustments, necessary to fairly present the financial condition, results of
operations, and cash flows of Revolutionary Concepts, Inc. for the interim periods presented.  The financial statements
included in this report on Form 10-Q should be read in conjunction with the audited financial statements of Revolutionary Concepts,
Inc. and the notes thereto for the year ended December 31, 2010 included in our annual report on Form 10-K.







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Table of Contents








Revolutionary
Concepts, Inc.

(A Developmental
Stage Company)



Balance Sheet





|                                                          |  | March 31, |            | December 31,
|--------------------------------------------------------- |  | --------- | ---------- | ------------
|                                                          |  | 2011      |            | 2010        
|ASSETS                                                    |  |          
|Current Assets                                            |  |           |            |             
|Cash and cash equivalents                                 |  | $         | —          |             
|Total Current Assets                                      |  |           | —          |             
|Fixed Assets                                              |  |           |            |             
|Computer equipment                                        |  |           | 11,331     |             
|Accumulated depreciation                                  |  |           | (10,954    | )           
|Total Net Fixed Assets                                    |  |           | 377        |             
|Other Assets                                              |  |           |            |             
|Security deposits                                         |  |           | 1,500      |             
|Patent costs                                              |  |           | 88,306     |             
|Accumulated amortization                                  |  |           | (79,017    | )           
|Total Other Assets                                        |  |           | 10,789     |             
|TOTAL ASSETS                                              |  | $         | 11,166     |             
|LIABILITIES AND STOCKHOLDERS' DEFICIT                     |  |           |            |             
|Current Liabilities                                       |  |           |            |             
|Accounts payable                                          |  | $         | 110,385    |             
|Current portion of long-term debt                         |  |           | 1,185      |             
|Accrued payroll expenses                                  |  |           | 343,237    |             
|Total Current Liabilities                                 |  |           | 454,807    |             
|Long-term Debt                                            |  |           |            |             
|Notes payable                                             |  |           | 338,764    |             
|Notes payable - related parties                           |  |           | 82,785     |             
|Total Long-term Debt                                      |  |           | 421,549    |             
|Stockholders' Deficit                                     |  |           |            |             
|Preferred stock 10,000,000 shares authorized, none issued |  |           | —          |             
|Common stock, $.001 par value, 37,857,533 shares          |  |           |            |             
|issued and outstanding, 1,000,000,000 authorized          |  |           | 37,858     |             
|Additional paid in capital                                |  |           | 2,248,651  |             
|Unpaid capital contributions (note 3)                     |  |           | (120,211   | )           
|Deficit accumulated during the development stage          |  |           | (3,031,488 | )           
|                                                          |  |           | (865,190   | )           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               |  | $         | 11,166     |             





See Notes to Financial Statements









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Table of Contents






Revolutionary Concepts, Inc.

(A Developmental Stage Company)



Statement of
Operations

(Unaudited)



|                                                                                |  |               |          |               |  |               
|------------------------------------------------------------------------------- |  | ------------- | -------- | ------------- |  | --------------
|                                                                                |  |               |          |               |  | March 12, 2004
|                                                                                |  | Quarter ended |          | Quarter ended |  | (Inception) to
|                                                                                |  | March 31,     |          | March 31,     |  | March 31,     
|                                                                                |  | 2011          |          | 2010          |  | 2011          
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |  |               |          |               |  |               
|Net (Loss)                                                                      |  | $             | (217,442 | )             |  | $             
|Adjustments to reconcile (net loss) to net cash (used in) operating activities: |  |               |          |               |  |               
|Depreciation and amortization                                                   |  |               | 4,792    |               |  |               
|(Increase) in security deposits                                                 |  |               | —        |               |  |               
|Common shares issued for services received                                      |  |               | —        |               |  |               
|Increase in (decrease) accounts payable and accrued expenses                    |  |               | 205,725  |               |  |               
|NET CASH (USED IN) OPERATING ACTIVITIES                                         |  |               | (6,925   | )             |  |               
|                                                                                |  |               |          |               |  |               
|CASH FLOWS FROM INVESTING ACTIVITIES                                            |  |               |          |               |  |               
|Purchase of computer equipment                                                  |  |               | —        |               |  |               
|Investment in patent costs                                                      |  |               | —        |               |  |               
|NET CASH (USED IN) INVESTING ACTIVITIES                                         |  |               | —        |               |  |               
|                                                                                |  |               |          |               |  |               
|CASH FLOWS FROM FINANCING ACTIVITIES                                            |  |               |          |               |  |               
|Issuance of common stock shares from private placements                         |  |               | —        |               |  |               
|Issuance of common stock shares for warrants                                    |  |               | —        |               |  |               
|Issuance of notes payable                                                       |  |               | 5,000    |               |  |               
|Retirement of notes payable                                                     |  |               | —        |               |  |               
|Paid in capital from private placements                                         |  |               | —        |               |  |               
|Capital contributions                                                           |  |               | —        |               |  |               
|Common stock shares repurchased with cash                                       |  |               | —        |               |  |               
|Unpaid capital contributions (note 3)                                           |  |               | 1,741    |               |  |               
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                       |  |               | 6,741    |               |  |               
|                                                                                |  |               |          |               |  |               
|NET INCREASE(DECREASE) IN CASH                                                  |  |               | (184     | )             |  |               
|                                                                                |  |               |          |               |  |               
|CASH AND CASH EQUIVALENT BALANCE BEGINNING OF PERIOD                            |  |               | 184      |               |  |               
|                                                                                |  |               |          |               |  |               
|CASH AND CASH EQUIVALENT BALANCE END OF PERIOD                                  |  | $             | 0        |               |  | $             
|                                                                                |  |               |          |               |  |               
|SUPPLEMENTAL DISCLOSURES                                                        |  |               |          |               |  |               
|Interest paid                                                                   |  | $             | 1,667    |               |  | $             
|                                                                                |  |               |          |               |  |               
|Income taxes paid                                                               |  | $             | —        |               |  | $             





See Notes to
Financial Statements











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Table of Contents




Revolutionary
Concepts, Inc.

(A Development
Stage Company)



STATEMENTS OF
STOCKHOLDER'S DEFICIT

For the Period
From Inception (March 12, 2004) and For the years ending December 31,

2005,
2006, 2007, 2008, 2009 and 2010 and the Three Months Ended March 31, 2011





|                                       |           |            |       |  |            |        |              |  | Deficit     |           |      
|-------------------------------------- | --------- | ---------- | ----- |  | ---------- | ------ | ------------ |  | ----------- | --------- | -----
|                                       |           |            |       |  |            |        |              |  | Accumulated |           |      
|                                       |           |            |       |  | Additional |        | Unpaid       |  | During the  |           |      
|                                       | Number of |            | Par   |  | Paid in    |        | Capital      |  | Development |           |      
|                                       | Shares    |            | Value |  | Capital    |        | Contribution |  | Stage       |           | Total
|BALANCE MARCH 12, 2004                 |           | 10,000     |       |  |            | 1      |              |  |             | 32,499    |      
|(Date of Inception)                    |           |            |       |  |            |        |              |  |             |           |      
|Contributed Capital                    |           |            |       |  |            |        |              |  |             | 99,500    |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2004              |           | 10,000     |       |  | $          | 1      |              |  | $           | 131,999   |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Common shares issued after re-domicile |           | 15,990,000 |       |  |            | 15,999 |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Common shares for services received    |           | 1,000,000  |       |  |            | 1,000  |              |  |             | 99,000    |      
|Issued February 2005 at $.10 per share |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Private placement memorandum I         |           | 850,000    |       |  |            | 850    |              |  |             | 455,151   |      
|Issued from March 2005 to 12/31/05     |           |            |       |  |            |        |              |  |             |           |      
|at $.50 per share                      |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2005              |           | 17,850,000 |       |  | $          | 17,850 |              |  | $           | 686,150   |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Private placement memorandum I         |           | 150,000    |       |  |            | 150    |              |  |             | 61,994    |      
|Issued from 12/31/05 to March 2006     |           |            |       |  |            |        |              |  |             |           |      
|at $.50 per share                      |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Shares repurchased with cash           |           | (144,000   | )     |  |            | (144   | )            |  |             | (9,500    | )    
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2006              |           | 17,856,000 |       |  | $          | 17,856 |              |  | $           | 738,644   |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Private placement memorandum II        |           | 642,200    |       |  |            | 642    |              |  |             | 320,458   |      
|Issued from May 2007 to October 2007   |           |            |       |  |            |        |              |  |             |           |      
|at $.50 per share                      |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Shares for professional services       |           | 313,500    |       |  |            | 314    |              |  |             | 156,436   |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2007              |           | 18,811,700 |       |  | $          | 18,812 |              |  | $           | 1,215,538 |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Shares issued for retirement of debt   |           | 630,811    |       |  |            | 631    |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Additional paid in capital             |           |            |       |  |            |        |              |  |             | 314,775   |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2008              |           | 19,442,511 |       |  | $          | 19,443 |              |  | $           | 1,530,313 |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Shares issued for warrants             |           | 20,000     |       |  |            | 20     |              |  |             | 15,480    |      
|10,000 Class A @0.65/share             |           |            |       |  |            |        |              |  |             |           |      
|10,000 Class B @0.90/share             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Private placement memorandum III       |           | 111,600    |       |  |            | 112    |              |  |             | 139,388   |      
|Issued from April 21 to Sept. 30, 2009 |           |            |       |  |            |        |              |  |             |           |      
|at $1.25 per share                     |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Common shares for services received    |           | 32,500     |       |  |            | 32     |              |  |             | 40,593    |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2009              |           | 19,606,611 |       |  | $          | 19,607 |              |  | $           | 1,725,774 |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Common shares for services received    |           | 18,226,384 |       |  |            | 18,226 |              |  |             | 504,442   |      
|and accounts payable paid with         |           |            |       |  |            |        |              |  |             |           |      
|common stock                           |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Shares issued for warrants             |           | 24,538     |       |  |            | 25     |              |  |             | 18,435    |      
|14,538 Class A @0.65/share             |           |            |       |  |            |        |              |  |             |           |      
|10,000 Class B @0.90/share             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE DECEMBER 31, 2010              |           | 37,857,533 |       |  | $          | 37,858 |              |  | $           | 2,248,651 |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Unpaid capital contributions (note 3)  |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|Net (Loss)                             |           |            |       |  |            |        |              |  |             |           |      
|                                       |           |            |       |  |            |        |              |  |             |           |      
|BALANCE March 31, 2011                 |           | 37,857,533 |       |  | $          | 37,858 |              |  | $           | 2,248,651 |      



See Notes to Financial Statements









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Table of Contents




Revolutionary Concepts, Inc.

(A Developmental Stage Company)



Statement of Cash Flows







|                                                                                |               |          |               |  | March 12, 2004
|------------------------------------------------------------------------------- | ------------- | -------- | ------------- |  | --------------
|                                                                                | Quarter ended |          | Quarter ended |  | (Inception) to
|                                                                                | March 31,     |          | March 31,     |  | March 31,     
|                                                                                | 2011          |          | 2010          |  | 2011          
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |               |          |               |  |               
|Net (Loss)                                                                      | $             | (217,442 | )             |  | $             
|Adjustments to reconcile (net loss) to net cash (used in) operating activities: |               |          |               |  |               
|Depreciation and amortization                                                   |               | 4,792    |               |  |               
|(Increase) in security deposits                                                 |               | —        |               |  |               
|Common shares issued for services received                                      |               | —        |               |  |               
|Increase in (decrease) accounts payable and accrued expenses                    |               | 205,725  |               |  |               
|NET CASH (USED IN) OPERATING ACTIVITIES                                         |               | (6,925   | )             |  |               
|                                                                                |               |          |               |  |               
|CASH FLOWS FROM INVESTING ACTIVITIES                                            |               |          |               |  |               
|Purchase of computer equipment                                                  |               | —        |               |  |               
|Investment in patent costs                                                      |               | —        |               |  |               
|NET CASH (USED IN) INVESTING ACTIVITIES                                         |               | —        |               |  |               
|                                                                                |               |          |               |  |               
|CASH FLOWS FROM FINANCING ACTIVITIES                                            |               |          |               |  |               
|Issuance of common stock shares from private placements                         |               | —        |               |  |               
|Issuance of common stock shares for warrants                                    |               | —        |               |  |               
|Issuance of notes payable                                                       |               | 5,000    |               |  |               
|Retirement of notes payable                                                     |               | —        |               |  |               
|Paid in capital from private placements                                         |               | —        |               |  |               
|Capital contributions                                                           |               | —        |               |  |               
|Common stock shares repurchased with cash                                       |               | —        |               |  |               
|Unpaid capital contributions (note3)                                            |               | 1,741    |               |  |               
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                       |               | 6,741    |               |  |               
|                                                                                |               |          |               |  |               
|NET INCREASE(DECREASE) IN CASH                                                  |               | (184     | )             |  |               
|                                                                                |               |          |               |  |               
|CASH AND CASH EQUIVALENT BALANCE BEGINNING OF PERIOD                            |               | 184      |               |  |               
|                                                                                |               |          |               |  |               
|CASH AND CASH EQUIVALENT BALANCE END OF PERIOD                                  | $             | 0        |               |  | $             
|                                                                                |               |          |               |  |               
|SUPPLEMENTAL DISCLOSURES                                                        |               |          |               |  |               
|Interest paid                                                                   | $             | 1,667    |               |  | $             
|                                                                                |               |          |               |  |               
|Income taxes paid                                                               | $             | 0        |               |  | $             





See Notes to Financial Statements









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Table of Contents








REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011



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.  They
have obtained a patent 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 March 31, 2011 and 2010. For the periods from inception (March 12, 2004) to March 31,
2011, no stock options were committed to be issued to employees.



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.









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REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





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.



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.



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.



FASB Accounting Standards Codification





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(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 REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011



NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)



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.



Non-controlling Interests



(Included in ASC 810 “Consolidation”, previously SFAS
No. 160 “Non-controlling 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 re-characterized as non-controlling 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 non-controlling
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.



In January 2010, the Financial Accounting Standards
Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value
measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices
in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement
hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities
on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level
3 fair value measurements). The guidance became effective for the REVOLUTIONARY CONCEPTS, INC.



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(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011



NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)



Company with the reporting period beginning January 1, 2010,
except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the
Company in the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new
guidance did not have a material impact on our consolidated financial statements.



On February 24, 2010, the FASB issued guidance in the “Subsequent
Events” topic of the FASC to provide updates including: (1) requiring the Company to evaluate subsequent events through
the date in which the financial



statements are issued; (2) amending the glossary of the “Subsequent
Events” topic to include the definition of “SEC filer” and exclude the definition of “Public entity”;
and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance
was prospectively effective upon issuance. The adoption of this guidance did not impact the Company’s consolidated results
of operations of financial condition.



The Company adopted ASC Topic 718, using a modified prospective
application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this
application, the Company is required to record stock-based compensation expense for all awards granted after the date of adoption
and unvested awards that were outstanding as of the date of adoption. ASC Topic 718 requires that stock-based compensation cost
is measured at grant date, based on the fair value of the award, and recognized in expense over the requisite services period.
Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent
period in which that change occurs.



Common stock, stock options and warrants issued to other than employees
or directors in exchange for services are recorded on the basis of their fair value, as required by ASC Topic 718, which is measured
as of the date required by ASC Topic 505-50. In accordance with ASC Topic 505-50, the non-employee stock options or warrants are
measured at their fair value as of the earlier of the date at which a commitment for performance to earn the equity instruments
is reached (“performance commitment date”) or the date at which performance is complete (“performance completion
date”).



In April 2010, the FASB issued ASU No. 2010-13 which will clarify
the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which
the underlying security trades.  This ASU will be effective for the first fiscal quarter beginning after December 15,
2010.  The Company adopted this ASU in the quarter ended March 31, 2011.  Adoption of this ASU did not have
a material financial impact on our consolidated financial statements.



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 have authorized the
officers of the Company to receive advances from the Company for the foreseeable future, in lieu of taking compensation, under
terms of promissory notes bearing 5% interest, beginning January 1, 2006. As of December 31, 2010 and March 31, 2011 the advances
totaled $121,952 and $120,211, respectively. These advances are described as unpaid capital contributions for financial reporting
purposes.



The company has several Notes payable to US
Financial, Rainco and Richard M. Carter, which are affiliates of two of our board members, Claude McDougal and Solomon Ali. The
total of these notes as of March 31, 2011 were $62,785. The notes bear an interest of 10% and began to become due starting in November
2010.









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REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011

NOTE 4 – ACCOUNTS PAYABLE









|Accounts payable consist of the following: |  | 12/31/2010 |         | 3/31/2011
|------------------------------------------ |  | ---------- | ------- | ---------
|                                           |  |            |         |          
|Professional fees                          |  | $          | 28,446  |          
|Other                                      |  |            | 5,491   |          
|Accrued payroll and payroll taxes          |  |            | 214,946 |          
|Legal fees                                 |  |            | 85,995  |          
|Consulting fees                            |  |            | 252,968 |          
|                                           |  | $          | 585,616 |          









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 No. 39, “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.



The Company alleges professional malpractice by a patent agent,
professional malpractice by attorneys, failure to supervise a non-attorney employee, respondent superior, misappropriation of funds
and breach of contract.  The outcome of this lawsuit cannot be determined at this time and attorney’s fees associated
with the lawsuit are contingent upon a successful outcome in this case.



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 on
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 is $100,996,
plus interest at 18% and legal costs. The Company is working to resolve the matter through the court system, but is unable to determine
the outcome.



NOTE 6 – CAPITAL FINANCING



The Company, though a Private Placement Memorandum (“PPM”)
dated April 24, 2007, raised capital of $321,100.  The PPM offered 642,200 shares of common stock at a price of $.50
per share.  Expenses of this offering, $18,000, were paid from the proceeds and included legal and accounting expenses,
filling fees, printing costs and other offering costs.  No commission, discount, finder’s fee or other similar
remuneration or compensation was paid, directly or indirectly to any person for soliciting any prospective purchaser.  This
was a non-contingent offering and there was no minimum number of shares required to be sold, except the minimum of $1,000 (2,000
shares) per purchaser was required to accredited investors.  During 2009, the Company raised $139,500 in a private placement
priced at $1.25 per share for a total of 111,600 shares and had 10,000 Class A warrants exercised at $0.65 per share and 10,000
Class B warrants exercised at $0.90 per share, for 20,000 common shares.  During the nine months ending September 30,
2010 the Company had 14,538 Class A warrants exercised at $0.65 per share and 10,000 Class B warrants exercised at $0.90 per share,
for 24,538 common shares, increasing paid in capital $18,450.  The warrants have now expired and no further warrants
may be exercised.



NOTE 7 – INTELLECTUAL PROPERTY



The patent no. US 7,193644 B2, for the prototype
was successfully obtained on March 20, 2007.  In accordance with FASB 86, 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 86.  The following are patent pending
applications;  Video system for individually selecting and viewing events at a venue.  The Detection and viewing
system method for providing multiple viewing opportunities of events at a venue.  Feeding pacifier with removable fluid
source.  Mole surveillance system.  Medical audio/video communications system.  Real estate audio/video
monitoring communication system. To date, the Company has expensed $88,306 for filing and legal fees related to our patent and
patent pending intellectual property.



NOTE 8 – COMMON STOCK SHARES FOR SERVICES RECEIVED



In July 2010, the Company issued 4,706,784
shares of restricted common stock for professional services.  These shares were valued at $.10 the price being quoted
on the OTC Pinksheets on the date of issue. In October 2010, the Company issued 12,400 restricted common shares for services received.





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REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of March
31, 2011



NOTE 9 – CONVERSION OF DEBT TO EQUITY



On April 24, 2008 the Company issued two notes payable in the amount
of $7,500 to unrelated parties.  On May 5, 2008 the Company issued another note payable $300.000 to another non-related
party at 4% interest which began to come due in October, 2008. These promissory notes were secured by a pledge of up to 612,000
shares of restricted common stock from our authorized but unissued shares. The Company has issued 631,000 shares of restricted
common stocks to the note holders in exchange for the retirement of debt and interest payable. During November and December 2010,
the Company issued 13,517,200 shares of restricted common stock to the note holders in exchange for the retirement of debt and
interest payable. To date, these shares have retired $52,000 in accounts payable.



NOTE 10 – NOTES PAYABLE



In July and August 2009 the Company issued
two notes payable in the collective amount of $20,000.  These notes bear interest at a rate of 10%.   Principal
and interest are due in May 2010. These notes are currently in default and a claim for judgment has been awarded.  At
various times during 2010 and 2011 the Company issued notes payable to US Financial, Rainco and Richard M. Carter totaling $62,785,
affiliates of two of our board members.  The notes bear an interest of 10% and became due starting in November 2010.
$57,785 of the total are currently due on demand.



During 2010, the Company reclassified $338,763
in accounts payable to long term notes payable to reflect the assignment by some of our creditors of their balance to a note from
an investor that will be paid one year or more past the original due date. These notes do not bear any interest and begin coming
due in July 2011. The notes can be converted to common stock at a price of $.005 per share of restricted common stock.



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 October 1, 2010, the board of directors
of the Company approved an amendment to the Company’s Articles of Incorporation, as amended to date, increasing the number
of authorized shares of common stock from 65,000,000 to 1,000,000,000.  The increase in authorized shares will become
effective pursuant to approval by a majority of shareholders and a Certificate of Amendment to the Articles of Incorporation filed
with the Secretary of State of the State of Nevada on, and effective as of the filing date. A shareholder vote has not taken place
to date.



On October 5, 2010, the Company received notice
that a claim for judgment had been filed in Mecklenburg County by a shareholder for a note that was in default as of June 1, 2010,
in the amount of $20,559, plus 10% interest. On January 7, 2011, the note holder amended the filing to include a personal loan
to our president that was in default as of December 1, 2010 in the amount of $80,437, plus 10% interest, which the Company guaranteed.  The
total amount of the claim is $100,996, plus interest accumulated through the original due dates, and 18% interest after the default
date of the notes through the date of the judgment and then at the statutory rate until resolved . On the 10th day of
May 2011, a summary judgment was entered on behalf of the plaintiff against Mr. Carter and the Company. Mr. Carter and the company
are working to resolve the matters and are unable to determine the final outcome until settlement is reached or payment arrangements
have been made.





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



Forward-Looking Statements



This quarterly report on Form 10-Q contains forward-looking statements
that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking statements. Investors should be
aware that all forward-looking statements contained within this quarterly report are good faith estimates of management as of the
date of this quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements
for many reasons.



Overview



We are a development stage company with no history of revenue.
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 intend to develop and market camera technologies that enable remote monitoring.



Efforts to date have been devoted to establishing a remote video
monitoring system that permits interactive two-way communications called the EyeTalk Communicator (“EyeTalk”). In 2009,
the Company engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical Communication to assist in identifying an ideal
development partner for the EyeTalk technology. Imaging Solutions Group of Rochester, NY is the Company identified. RCI and ISG
have collaborated regarding the development of both the residential and medical applications of the EyeTalk system. Since the implementation
of the EyeTalk technology is dependent on various other emerging technologies (smart phone, 3G/4G broadband) the research and development
has coincided with the pace of these technologies. The system by design will provide for continuous software development and updates.
Software as a Service (SAAS) is a means of recurring revenue and continuous upgrades.



We have funded our development through three private offerings
in 2005, 2007 and 2009. We also borrowed $307,500 from four non-related parties at 4% interest to fund ongoing operations, and
patent new applications. These promissory notes began to become due in October 2008 and were repaid in November 2008 by issuing
630,811 shares of restricted commons stock from authorized shares. In 2010, the Company partnered with US Financial and Rainco
Industries to assist with Investor Relations services and in identifying additional funding sources. This relationship has enabled
RCI to achieve a listing with Standard and Poors, approval to trade on the Frankfurt Stock Exchange and the resolution of a portion
of the Company’s debt.



Introduction to the EyeTalk Communicator



Our Company designed and patented a communications and monitoring
system which it expects to give users the ability to remotely and interactively monitor and communicate with, and have control
of a smart camera in a variety of markets.



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, greeting, 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 allows seamless
communication to a residence allowing the owner to interact remotely with visitors to the home or building via any common personal
communication device 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.



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.”



Our management believes that the EyeTalk technology
will fill the technology gap related to false alarms in the security monitoring industry. Some municipalities no longer respond
to calls from alarm companies unless an emergency has been visually verified. Traditional security monitoring companies rarely
offer visual verification and therefore cannot visually ascertain that the signal is not a false alarm.



The EyeTalk system also records and archives
via 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.



The EyeTalk system does not require wiring from the exterior of
the building to its interior however in new construction wired systems are anticipated. The Company believes that the system, when
fully implemented, will be relatively inexpensive to install and maintain.





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Our management expects the EyeTalk to provide
three primary benefits:



Protection – The EyeTalk
may augment the capabilities of current residential and commercial security monitoring systems through audio, video and data communication
which are interactive and which can be used on a remote basis.



Monitoring – The 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 .



Convenience – The
EyeTalk may add convenience to home and business owners, providing remote access, screening of visitors and acceptance and monitoring
of packages.



The EyeTalk has four distinct
physical parts:



oan internal unit(s) (the ‘Indoor Mobile Monitor’)

oan external unit(s) (the ‘Smart Camera EyeTalk Technology)

oa Central Application Server which may be a home personal computer
(“PC”)

oa remote access device, typically a standard smart phone or other
compatible smart device



The EyeTalk system is expandable to include multiple peripheral
devices. The main components of the system (the Indoor Mobile Monitor, the Smart Camera and the Central Application Server) communicate
with each other by way of RF communications using 802.11b or higher wireless LAN. The Central Application Server will communicate
with the remote access device by way of a dial-up modem connection, DSL, cable modem or other Internet-compatible method of communication.



INDUSTRY

The United States security services have generally
divided the market into the following segments: security officer and investigation services, armored car services, monitoring services,
and consulting. Security officer and investigation services are the oldest and largest segment of the security industry.



According to the USBX 2006 Year End Security
Update the network camera video segment of the security industry is valued at $7 Billion annually and has experienced a 20% annual
growth rate. While noting that the public market support for the segment has remained strong and actually led all security industry
segments in 2007, hardware and software costs have shrunk which has pressured margins in the industry. According to USBX, “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 grown rate of 13.2%”



The report notes that each vertical market
has differing applications but banking, gaming and inventory control are the premier growth applications. An estimated $45 billion
annually is lost in inventory shrinkage and bank fraud and network camera video is often at the forefront of industry efforts.



USBX also published a separate “white
paper” in 2006 entitled “The Security Killer App: Intelligent Video Surveillance.” The white paper cites John
Chambers, CEO of Cisco Systems and notes major contracts including $255 Million from Lockheed Martin for video of New York City
subways and $2.5 Billion from Boeing to secure U. S. borders. The paper focuses on quickly developing vertical markets for intelligent
video in retail, banking and financial and public safety and transit sectors.





Our management believes that the EyeTalk technology
significantly differs from existing systems. The EyeTalk allows two way communication via a wireless smart camera that communicates
with a variety of other remote communication devices such as smart phones, PDAs, smart devices , computers, security and video
monitoring devices. Supported by its software interface the EyeTalk system can be used to greet visitors, provide instructions
to delivery personnel, interact between remote staff and patients in medical settings, as well as in security applications.



Further, the EyeTalk allows security owners
monitoring personnel to more accurately recognize and address the threat presented as well as verifying a true threat. We believe
this will relieve the large number of false alarm security calls and unneeded emergency personnel visits. Unlike many competitors
the EyeTalk system is not dependent on the internet although it can use the internet as a platform.



The communication can be initiated by a broad
array of technologies, such as doorbells, glass breakage, heat or motion detectors, weapons detectors, biometric signaling or voluntarily.
The EyeTalk is programmed to manage most events with standard greetings, identifications, commands, or directions. The EyeTalk
can then notify designated personnel of the triggered event, sending images of the current situation and permitting audible response.



We expect to compete by emphasizing the unique
aspects of the EyeTalk technology in its marketing directly to distributors and end users. We also intend to compete by direct
contact with larger end users such as hospitals, banks, and government agencies concerned with homeland security.





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Future Plans and Potential Markets



Our management believes it has the capability
to enter into a growing security marketplace. We are hopeful that the security industry will continue to experience increased spending
on detection devices such as the EyeTalk for the residential, commercial, institutional, medical and homeland security markets.
EyeTalk’s ability to shift detection to a preemptive and preventive solution we anticipate will give the EyeTalk technology
a clear competitive advantage.



Our management also believes the EyeTalk has
advantages over existing and competing technologies. Many of these applications may not relate to the security field at all, but
may nonetheless be commercially useful. The additional commercial benefits of the EyeTalk include:



omonitors appointments

omonitors deliveries

orecords employee arrivals and departures

oprovides remote access

oprovides a database of activity to and from a facility



Our management also expects to identify additional companies that
may be interested in licensing arrangements for sales to consumers. It believes the EyeTalk provides consumers with the functions
and features that are superior to those currently available and offered by competitors. These include:



oallows the occupant to view, record or respond to visitors or guests
without opening the door or even being in the home

odetects a visitor, providing a measure of convenience to guests
who no longer need to search for and activate a doorbell button

oallows remote access to visitors by the owner/occupant of the building

oallows deliveries to be made and monitored while the owner of the
home is away from the premises

odetects intruders, allowing for an immediate response from the property
owner

oserves as a deterrent to criminals whose entry can be chronicled
by the system and who cannot determine if persons are at home or not because of the nature of the remote interaction system.

ofunctions as a recordkeeping database of all visitors to the home,
welcomed or un-welcomed, with date, time and photographic records.

oalerts the owner of a power outage at the facility.



Our management plans to use the following business
development strategies:



1)Use internal contacts in the local medical community to negotiate
placement in hospital patient rooms, senior living rooms, recovery rooms and other medical applications.

2)Arrange a schedule of appearances at security industry trade shows
and presentations to trade groups.

3)Continue development of phase one of our contract with Photonic
Discovery/UNC-Charlotte Optoelectronics and Optical Communication



Sales Strategy



We plan to acquire an existing security provider
with established industry recognition in sales and service. The EyeTalk technology sales will be integrated into the ongoing operation
of the security provider/new entity. This will enable to develop the technology, train installers and provide a turn-key service
to end users. In expanding sales opportunities the product brand will be promoted via marketing, advertising and the website. Staff
installers will be positioned to provide training to various resellers.



—Direct Selling

—Consumers, Internet, other direct marketing methods

—Multi-Tiered Distribution

—Existing security companies

—Determined by Market Size

—Determined by Geography

—Identification of Vertical Markets Rapid revenue growth in the shortest
possible timeframe

—Sales leverage through different, but proven, sales and marketing
techniques.

—Geographically, the initial focus will be on the North American
and European marketplaces.

—The next two major markets will be Latin America and Asia, including
Australia.



To date, our management has delayed the commercialization phase,
due to its efforts to improve upon the application of the hardware and software and also awaiting further development of wireless
broadband technology to increase to sufficiently allow seamless video transmission and audio more efficiently.



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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.”



A complete copy of the
patent is on file at our offices and can be inspected.



In March, 2007, we commenced a lawsuit in
the Superior Courts of Mecklenburg County, North Carolina against its prior patent attorneys. The lawsuit alleges that we retained
these attorneys and requested that they file a Non-publication Request (“the Request”) pursuant to 35 U.S.C. §
122, in order to ensure that the Application would not be published by the United States Patent & Trademark Office (“USPTO”)
until issued as a patent. The lawsuit further alleges that the attorneys failed to file the Request.



The purpose of the Request was for international
patent rights under procedures established by the Patent Cooperation Treaty and U.S. law implementing that treaty. By virtue of
the publication of the Application in the United States without the filing of a corresponding PCT or other foreign application
relating back to a date before the date of publication, one or more requirements of patentability in certain advantageous foreign
jurisdictions, including the European Union, Japan, and others, to wit the absolute public novelty of the invention, can no longer
be fulfilled by the Company.



We believe our claims have merit in the lawsuit.
We are unable to determine what rights it may still have, if any, to patent or intellectual property protection in other jurisdictions.



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, ATT, Pinkerton’s and
others. RCI owns the patent by which many of the aforementioned companies will be dependent upon and “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 Cisco 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 NINE MONTHS ENDED MARCH
31, 2010 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2011



Operating ExpensesWe have not begun to generate revenue
our total operating expenses for the three-month period ended March 31, 2011 increased to $218,582 from $20,177 over the prior
year period. This increase is primarily attributable to compensation, taxes and professional fees.



Net Loss.Our net loss for the three-month period ended
March 31, 2011 increased to $(217,442) from $(18,255) over the prior year period. Once again attributable primarily to compensation,
taxes and professional fees.



Assets.Assets decreased by $4,976 to $11,166 as of March
31, 2011, from $16,142 as of December 31, 2010. This decrease was primarily due to depreciation and amortization.



Liabilities.Total liabilities increased by $210,725 to
$876,356 as of March 31 2011, from $665,631 as of December 31, 2010. The increase is attributable to the increase in accounts payable
$77,434, the increase in accrued payroll liabilities $128,291 and an addition to notes payable $5,000.



Stockholders' Equity.Stockholders' equity decreased by
$215,701 to $(865,190) as of March 31, 2011 from $(649,489) as of December 31, 2010. The decrease was due primarily to continuing
losses from operations.



Liquidity and Capital Resources



General.The company’s primary sources of cash have been sales of common stock through private placements, notes converted to
stock and loans from affiliates. It is a developmental stage company and will rely upon more established third party vendors for
many aspects of the manufacture, sale and distribution of its product, if it becomes commercially available in this regard. The
company previously contracted with Absolutely New, Inc. a California company to identify potential licenses from their database.
Under the agreement, Absolutely New identified approximately twenty companies that it believes have a particular use for the EYETALK.
The company did not renew the agreement with Absolutely New. The company will nonetheless pay Absolutely New twenty percent of
any proceeds received as a result of the sale, license, assignment or transfer of the EYETALK to one of the identified companies
for 24 months the termination of the agreement. The termination of the agreement was on September 28th, 2008. The company has
engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical Communication to design the hardware for the EyeTalk system.
We expect the software and other sensing technology will be developed by Fusion Next, a North Carolina company. Since the implementation
of the EyeTalk technology is dependent on various other emerging technologies (smart phone, 3G/4G broadband) the research and development
has coincided with the pace of these technologies. The system by design will provide for continuous software development and updates.
The company is working with Virsalent to help it identify companies that may have immediate uses for the EyeTalk technology. While
it has not yet done so, the company expects to enter into an engagement agreement with Virsalent in the near future. Virsalent,
is a California corporation that has expertise in marketing and sales the company’s discussions with Virsalent revolve around
the development and execution of the sales and marketing plan for the Eyetalk system to the public.



Overall, the Company’s cash position did not change significantly
for the three-month period ended March 31, 2011 over the prior year period, as result of $6,925 net cash used in operating activities
and $6,741 net cash provided by financing activities.



Cash Flows from Operating Activities.Net cash used in operating
activities of $6,925 for the three-month period ended March 31, 2011 is attributable to increase in accounts payable $205,725,
net operating expenses $(217,2442) reduced by depreciation and amortization $4,792.



Cash Flows from Investing Activities.There were no investing
activities for the three-month period ended March 31, 2011.



Cash Flows from Financing Activities.Net cash provided
by financing activities of $6,741 for the three-month period ended March 31, 2011 is attributable to the decrease in unpaid capital
contributions $1,741 and an increase in notes payable $5,000.





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Item 3. Quantitative and Qualitative Disclosures
About Market Risk

Not Applicable.

Item
4T. 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.

Management's Report
on Internal Control Over Financial Reporting

The Company's management is responsible for
establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities
Exchange Act). Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in its report entitled Internal Control—Integrated Framework. Based on the assessment,
management believes that, as of December 31, 2008, the Company's internal control over financial reporting is effective based
on those criteria.

Because of the inherent limitations of internal
control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in internal control.    There
have been no significant changes in internal controls or in factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material weaknesses, subsequent to the date the Chief Executive
Officer and Chief Financial Officer completed their evaluation.

This annual report does not include an attestation report of our
independent registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in this annual report.



PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



RCI is currently involved in two lawsuits, one in state court regarding
legal malpractice, and one in federal court, to refute the false claims of a purported inventor, Emmanuel Ozoeneh.



RCI has sued its former law firm for legal malpractice regarding
the handling of RCI’s foreign patent rights. The Defendants moved to have the suit dismissed, claiming that the state court
did not have jurisdiction to hear the case. The Court ruled in favor of RCI, and the Defendants are now appealing the ruling.



RCI also sued Emmanuel Ozoeneh in federal court. Ozoeneh was a
former business partner in a prior business venture with CEO Ron Carter. Ozoeneh began making false claims that he was the inventor
of the EyeTalk system. RCI filed suit in federal court to have Carter declared the sole inventor. Ozoeneh has countersued to be
declared an inventor, along with other business claims. The case will come up for summary judgment in May 2010. By law, the current
USPTO declaration that Ron Carter is the sole inventor must be overturned only by clear and convincing evidence. To date, Ozoeneh
has not submitted any affidavits which support his claim of inventorship.



ITEM 1A. RISK FACTORS



Refer to our “Risk Factors” in our Registration
Statement on Form S-1 and our Form 10-K for the period ended December 31, 2010 (SEC File Number 333-151177) on the website at www.sec.gov



ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. (REMOVED AND RESERVED)



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



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Exhibit No. Description

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



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 for the period ended December 31, 2010, (SEC File Number 333-151177)
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.



May 23, 2011 Registrant: Revolutionary Concepts, Inc.





By: /s/ Garry Stevenson

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

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

(Officer and Principal Accounting Officer)











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