U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q/A





x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
      OF
      1934





FOR
      THE
      QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008





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.
                Employerof
                Incorporation or
            
            Classification
                Code Number)
            
            Identification
                No.)Organization)


****


**Revolutionary
      Concepts, Inc.**


2622
      Ashby Woods Dr


Matthews,
      NC 28105


704-622-6327


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




**Ron
      Carter, President**


**Revolutionary
      Concepts, Inc.**


**2622
      Ashby Woods Dr**


**Matthews,
      NC 28105**


**(704)
      622-6327**


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





Copies
      to:


**Charles
      Barkley, Esq.**


**6201
      Fairview Road, Suite 200**


**Charlotte,
      NC 28210**


**(704)
      944-4290**


**(704)
      944-4280 (fax)**





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.





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyx





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: 18,811,700 shares as of November 13,
      2008.





TABLE
      OF
      CONTENTS





PagePART
                IItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            9Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            13Item 4T
            Controls
                and Procedures
            13PART
                IIItem
                1.
            Legal
                Proceedings
            14Item 1A.
            Risk
                Factors
            14Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14Item
                3.
            Defaults
                Upon Senior Securities
            14Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            14Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
            14SIGNATURES
            15


2


ITEM
      1.
      FINANCIAL STATEMENTS





The
      un-audited quarterly financial statements for the three and nine months ended
      September 30,


2008,
      prepared by the company, immediately follow.





Revolutionary
      Concepts, Inc.


(A
      Developmental Stage Company)


Balance
      Sheet





**as
      of September 30, 2008 and December 31, 2007**





(Unaudited)
            
            **Restated**
              **(Audited)****09/30/08**
            
            **12/31/07**ASSETSCurrent
                AssetsCash
                and Cash Equivalents
            
            $
            34,194
            
            $
            19,070Total
                Current Assets
            
            
            34,194
            
            
            19,070Fixed
                AssetsAccumulated
                Depreciation
            
            
            (8,115
            )
            
            (6,049
            )Computer
            
            
            11,331
            
            
            11,331Total
                Fixed Assets
            
            
            3,216
            
            
            5,282Other
                AssetsAccumulated
                Amortization
            
            
            (37,969
            )
            
            (30,915
            )Security
                Deposits
            
            
            1,500
            
            
            1,500Organizational
                Costs
            
            
            3,070
            
            
            3,070Patent
                Costs
            
            
            88,306
            
            
            62,305Total
                Other Assets
            
            
            54,907
            
            
            35,960TOTAL
                ASSETS
            
            $
            92,317
            
            $
            60,312LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesAccounts
                Payable
            
            $
            65,204
            
            $
            83,643Notes
                payable (see footnote 10)
            
            
            307,500
            
            
            -Total
                Current Liabilities
            
            
            372,704
            
            
            83,643Stockholders'
                EquityPreferred
                Stock 10,000,000 shares authorized, none issued Common Stock, .001
                par
                value, 18,811,700 shares issued and outstanding, 65,000,000
                authorized
            
            
            18,812
            
            
            18,812Paid
                in Capital
            
            
            1,215,538
            
            
            1,215,538Unpaid
                Captal contributions
            
            
            (235,709
            )
            
            (107,396
            )Deficit
                accumulated during the development stage
            
            
            (1,279,028
            )
            
            (1,150,285
            )(280,387
            )
            
            (23,331
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            92,317
            
            $
            60,312





See
      Notes
      to Financial Statements


3


Revolutionary
      Concepts, Inc.


(A
      Developmental Stage Company)





Statement
      of Operations


For
      the
      Three and Nine Months Ended


September
      30, 2008 and 2007


And
      from
      inception March 12, 2004 to


September
      30, 2008


(Unaudited)


**Three**
                **Months**
                **Ended**
              
              **Nine**
                **Months**
                **Ended**
              
              **Inception**
                    March 12,
                  2004 to**September**
                **30,**
              
              **September**
                **30,**
              
              **September**
                **30,**
              
              **September**
                **30,**
              
              **September**
                **30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**
              
              **2008**(Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)
              
              (Unaudited)**OPERATING
                  EXPENSES**Automobile
                  Expense
              
              
              
              
              
              -
              
              
              2,000
              
              
              -
              
              
              15,822Bank
                  Charges
              
              
              54
              
              
              410
              
              
              633
              
              
              721
              
              
              4,394Depreciation
                  and Amortization Expense
              
              
              4,560
              
              
              -
              
              
              9,120
              
              
              -
              
              
              46,084Interest
                  Expense
              
              
              3,118
              
              
              5
              
              
              4,991
              
              
              226
              
              
              9,497License
                  and Permits
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,253Office
                  Expense
              
              
              17
              
              
              -
              
              
              1,017
              
              
              -
              
              
              10,325Office
                  Supplies
              
              
              307
              
              
              163
              
              
              639
              
              
              1,265
              
              
              11,665Payroll
                  taxes
              
              
              
              
              
              -
              
              
              6,596
              
              
              -
              
              
              16,014Printing
                  and Reproduction
              
              
              1,385
              
              
              935
              
              
              3,296
              
              
              1,813
              
              
              9,684Professional
                  Fees
              
              
              13,900
              
              
              122,650
              
              
              80,171
              
              
              215,215
              
              
              765,109Product
                  Research and Development
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              280,206Taxes
              
              
              721
              
              
              -
              
              
              724
              
              
              -
              
              
              1,241Telephone
                  Expense
              
              
              
              
              
              
              
              
              375
              
              
              1,828
              
              
              13,552Travel
                  Expense
              
              
              2,954
              
              
              472
              
              
              9,690
              
              
              4,989
              
              
              58,476Website
                  Development
              
              
              
              
              
              -
              
              
              7,500
              
              
              -
              
              
              10,200Other
                  Expenses
              
              
              5,675
              
              
              498
              
              
              7,073
              
              
              1,024
              
              
              42,804Total
                  Operating Expenses
              
              $
              32,691
              
              $
              125,133
              
              $
              133,825
              
              $
              227,081
              
              $
              1,297,326**OTHER
                  INCOME**Interest
              
              
              2,497
              
              
              422
              
              
              5,082
              
              
              2,823
              
              
              18,298**NET
                  (LOSS)**
              
              
              (30,194
              )
              
              (124,711
              )
              $
              (128,743
              )
              
              (224,258
              )
              $
              (1,279,028
              )Weighted
                  number of shares outstanding
              
              
              17,863,880
              
              
              17,626,925
              
              
              17,863,880
              
              
              17,626,925
              
              
              17,863,880(Loss)
                  per weighted number of shares outstanding
              
              
              (0.00
              )
              
              (0.01
              )
              
              (0.01
              )
              
              (0.01
              )
              
              (0.07
              )





See
      Notes
      to Financial Statements


4


Revolutionary
      Concepts, Inc.


(A
      Developmental Stage Company)





Statement
      of Cash Flows


For
      the
      nine month period


ended
      September 30, 2008, 2007


and
      the
      period from March 12,


2004
      (Inception) to September


30,
      2008


(Unaudited)





nine months
              ended
            
            nine months
              ended
            
            March 12, 2004
              (Inception) toSeptember
              30,
            
            September
              30,
            
            September 30,2008
            
            2007
            
            2008CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                (Loss)
            
            $
            (128,743
            )
            
            (224,258
            )
            $
            (1,279,028
            )Adjustments
                to reconcile net loss to net cash from operating
                activities:Depreciation
                and amortization
            
            
            9,120
            
            
            
            
            
            46,084(Increase)
                in security deposits
            
            
            -
            
            
            
            
            
            (1,500
            )(Increase)
                in organizational costs
            
            
            -
            
            
            -
            
            
            (3,070
            )Common
                stock shares and paid in capital for services
            
            
            -
            
            
            -
            
            
            256,750Increase
                in (decrease) accounts payable
            
            
            (18,439
            )
            
            18,850
            
            
            65,204NET
                CASH USED BY OPERATING ACTIVITIES
            
            
            (138,062
            )
            
            (205,408
            )
            
            (915,560
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of equipment
            
            
            -
            
            
            (687
            )
            
            (11,331
            )Investment
                in patent costs
            
            
            (26,001
            )
            
            (19,141
            )
            
            (88,306
            )NET
                CASH USED BY INVESTING ACTIVITIES
            
            
            (26,001
            )
            
            (19,828
            )
            
            (99,637
            )CASH
                FLOWS FROM FINANCING ACTIVITIESIssuance
                of common stock shares from private placements
            
            
            -
            
            
            
            
            
            1,642Issuance
                of notes payable
            
            
            307,500
            
            
            
            
            
            307,500Paid
                in capital from private placements
            
            
            -
            
            
            263,600
            
            
            837,603Capital
                contributions
            
            
            -
            
            
            -
            
            
            147,999Common
                stock shares repurchased with cash
            
            
            -
            
            
            -
            
            
            (9,644
            )Unpaid
                capital contributions
            
            
            (128,313
            )
            
            (23,818
            )
            
            (235,709
            )NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            179,187
            
            
            239,782
            
            
            1,049,391NET
                INCREASE(DECREASE) IN CASH
            
            
            15,124
            
            
            14,546
            
            
            34,194CASH
                BALANCE BEGINNING OF PERIOD
            
            
            19,070
            
            
            0
            
            
            0CASH
                BALANCE END OF PERIOD
            
            $
            34,194
            
            
            14,546
            
            $
            34,194SUPPLEMENTAL
                DISCLOSURESInterest
                paid
            
            $
            4,985
            
            
            266
            
            $
            6,379





See
      Notes
      to Financial Statements


5


**REVOLUTIONARY
      CONCEPTS, INC.**




(A
      Development Stage Company)


(Unaudited)




***NOTES
      TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2008***




**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 will account for its employee stock based compensation arrangements
      in
      accordance with the provisions of Accounting Principles Board (“APB”) Opinion
      No. 25. “Accounting for Stock Issued to Employees”, and related interpretations.
      As such, compensation expense for stock options, common stock and other equity
      instruments issued to non-employees for services received will be based upon
      the
      fair value of the equity instruments issued, as the services are provided and
      the securities earned. SFAS No. 123, “Accounting for Stock-Based Compensation”,
      requires entities that continue to apply the provisions of APB Opinion No.
      25
      for transactions with employees to provide pro forma net earnings (loss) and
      pro
      forma earnings (loss) per share disclosures for employee stock option grants
      as
      if the fair-value-based method defined in SFAS No. 123 had been applied to
      these
      transactions. For the period from inception (March 12, 2004) to December 31,
      2007, 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.





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.


6


**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





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. *Research* is
      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 - is
      computed using the straight-line method over the assets’ expected useful
      lives.





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





U naudited
      Interim Financial Statements





The
      accompanying unaudited interim financial statements have been prepared in
      accordance with United States generally accepted accounting principles for
      interim financial information and with the instructions to Form 10-Q. They
      may
      not include all information and footnotes required by United States generally
      accepted accounting principles for complete financial statements. The interim
      unaudited financial statements should be read in conjunction with those
      financial statements included in the Company’s Form S-1. In the opinion of
      management, all adjustments considered necessary for a fair presentation,
      consisting solely of normal and recurring adjustments have been made. Operating
      results for the nine months ended September 30, 2008 are not necessarily
      indicative of the results that may be expected for the year ending December
      31,
      2008.




**NOTE
      2 - ACCOUNTING PRONOUNCEMENTS**





SFAS
      No.
      7, Accounting and Reporting by Development Stage Enterprises, establishes
      guidelines for identifying companies in the development stage and specifies
      the
      standards of financial accounting and reporting that apply to those companies.
      In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 123R, “Share-Based Payment” (“SFAS 123R”). SFAS 123R revises FASB Statement
      No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No.
      25 “Accounting for Stock Issued to Employees.” SFAS 123R requires all public and
      non-public companies to measure and recognize compensation expense for all
      stock-based payments for services received at the grant-date fair value, with
      the cost recognized over the vesting period (or the requisite service period).
      SFAS 123R is effective for small business issuers for all interim periods
      beginning after December 15, 2005. The adoption of SFAS 123R did not have a
      material impact on the Company's financial statements or results of
      operations.





SFAS
      No.
      123R permits public companies to adopt its requirements using one of two
      methods. A “modified prospective” method in which compensation cost is
      recognized beginning with the effective date (a) based on the requirements
      of
      SFAS 123R for all share-based payments granted after the effective date and
      (b)
      based on the requirements of SFAS No. 123 for all awards granted to employees
      prior to the effective date of SFAS No. 123R that remain unvested on the
      effective date. A “modified retrospective” method which includes the
      requirements of the modified prospective method described above, but also
      permits entities to restate based on the amounts previously recognized under
      SFAS No. 123 for purposes of pro forma disclosures either (a) all prior periods
      presented or (b) prior interim periods of the year of adoption. The Company
      has
      yet to determine which method to use in adopting SFAS 123R.





In
      November 2004, the FASB issued SFAS No. 151 “Inventory Costs - an amendment of
      ARB No. 43, Chapter 4” (“SFAS 151”). This statement amends the guidance in ARB
      No. 43, Chapter 4, “Inventory Pricing” to clarify the accounting for abnormal
      amounts of idle facility expense, freight, handling costs, and wasted material
      (spoilage). SFAS 151 requires that those items be recognized as current-period
      charges. In addition, this Statement requires that allocation of fixed
      production overheads to costs of conversion be based upon the normal capacity
      of
      the production facilities. The provisions of SFAS 151 are effective for fiscal
      years beginning after June 15, 2005. As such, the Company has adopted these
      provisions, if any, at the beginning of the fiscal year 2006.





In
      December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets -
      an amendment of APB Opinion


No.
      29”
(“SFAS 153”). SFAS 153 replaces the exception from fair value measurement in APB
      Opinion No. 29 for non-


monetary
      exchanges of similar productive assets with a general exception from fair value
      measurement for exchanges of non-monetary assets that do not have commercial
      substance. A non-monetary exchange has commercial substance if the future cash
      flows of the entity are expected to change significantly as a result of the
      exchange. SFAS 153 is effective for all interim periods beginning after June
      15,
      2005. The adoption of SFAS 153 did not have a material impact on the Company's
      financial statements or results of operations.


7


**NOTE
      2 - ACCOUNTING PRONOUNCEMENTS (Continued)**





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections -
      a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS
      154 changes the requirements for the accounting for and reporting of a change
      in
      accounting principle. These requirements apply to all voluntary changes and
      changes required by an accounting pronouncement in the unusual instance that
      the
      pronouncement does not include specific transition provisions. SFAS 154 is
      effective for fiscal years beginning after December 15, 2005. As such, the
      Company has adopted these provisions, if any, at the beginning of the fiscal
      year ended December 31, 2006.





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments--an amendment of FASB Statements No. 133 and 140” (“SFAS
      155”). This Statement amends FASB Statements No. 133, “Accounting for Derivative
      Instruments and Hedging Activities”, and No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities”. This
      Statement resolves issues addressed in Statement 133 Implementation Issue No.
      D1, “Application of Statement 133 to Beneficial Interests in Securitized
      Financial Assets”. This Statement permits fair value re-measurement for any
      hybrid financial instrument that contains an embedded derivative that otherwise
      would require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of Statement 133,
      establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation,
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives and amends Statement 140 to eliminate the prohibition
      on a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. SFAS 155 is effective for all financial instruments
      acquired or issued for the Company for fiscal year begins after September 15,
      2006. The adoption of this standard is not expected to have a material effect
      on
      the Company's results of operations or financial position




**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, 2007 the advances totaled $107,396 and $235,709 as of
      September 30, 2008.




**NOTE
      4 - ACCOUNTS PAYABLE**







Accounts
                payable consist of the following:
            
            9/30/08
            
            12/31/07Professional
                fees
            
            $
            5,125
            
            $
            9,125Accrued
                payroll taxes
            
            
            16,014
            
            
            9,418Interest
                payable
            
            
            4,941
            
            
            -Legal
                fees
            
            
            5,100
            
            
            10,100Consulting
                fees
            
            
            34,024
            
            
            55,000$
            65,204
            
            $
            83,643




**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 attorneys fees
      associated with the lawsuit are contingent upon a successful outcome in this
      case.





**NOTE
      6 - CAPITAL FINANCING**





The
      Company, though a Private Placement Memorandum (“PPM”) dated April 24, 2007, has
      raised additional 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.





**NOTE
      7 - ITELLECTUAL 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.





**NOTE
      8 - COMMON STOCK SHARES FOR SERVICES**





In
      January 2005, the Company issued one million shares of common stock for
      professional, legal and consulting fees. This transaction was recorded in
      accordance with FASB 123R at $.10 per share. These initial shares for services
      were issued before the Company raised any capital by private offering and was
      therefore valued at the value of services provided. In the year ending December
      31, 2007, the Company issued 313,500 shares of common stock for professional
      services. These transactions were also recorded in accordance with FASB 123R
      at
      $.50 per share based on the value indicated from the shares sold in recent
      private placement memorandum.


8


**NOTE
      9 - RESTATEMENT OF FINANCIAL STATEMENTS**





The
      research and development costs, $(242,615) previously capitalized, have been
      expensed as incurred, over the period from March 12, 2004 to December 31, 2007,
      and the capitalized patent costs have been amortized over the expected useful
      life of six years, $(12,461), both items increase the accumulated deficit for
      a
      total of $(255,076).





**NOTE
      10 - NOTES PAYABLE**





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 begin 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.
      If
      the Company is unable to pay according to the terms of the notes or successfully
      renegotiate the notes, they must issue shares to the note holders.





On
      August
      6, 2008, we modified the $300,000 promissory note to extend the due date until
      such time as the litigation with our former patent attorney has been resolved
      either by settlement, judgment, or otherwise. We have agreed to pay the
      noteholder the principal plus accrued interest from the proceeds of any
      settlement, judgment or other payment. We have agreed to provide a lien and
      notice of lien in form acceptable for recording to grant a security interest
      in
      the proceeds to the noteholder. Ron Carter, our CEO and President, has also
      agreed to personally guarantee the amount of any shortfall in payments due
      the
      noteholder. The noteholder has also been given the right to extinguish all
      of
      part of the outstanding debt, including accrued interest and any costs, to
      shares of common stock of the company at the agreed upon price of $0.50 per
      share, subject to approval by counsel that such issuance does not violate state
      or federal securities laws.





**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.





**SUMMARY
      OF CRITICAL ACCOUNTING POLICIES**





The
      discussion and analysis of our financial condition and results of operations
      is
      based upon our financial statements, which have been prepared in accordance
      with
      generally accepted accounting principles generally accepted in the United States
      (or "GAAP"). The preparation of those financial statements requires us to make
      estimates and judgments that affect the reported amount of assets and
      liabilities at the date of our financial statements. Actual results may differ
      from these estimates under different assumptions or conditions.




Critical
      accounting policies are those that reflect significant judgments or
      uncertainties, and potentially result in materially different results under
      different assumptions and conditions. We have described below what we believe
      are our most critical accounting policies. SEE ALSO NOTES 1 and 2 TO
      CONSOLIDATED FINANCIAL STATEMENTS, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES."





**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 will account for its employee stock based compensation arrangements
      in
      accordance with the provisions of Accounting Principles Board (“APB”) Opinion
      No. 25. “Accounting for Stock Issued to Employees”, and related interpretations.
      As such, compensation expense for stock options, common stock and other equity
      instruments issued to non-employees for services received will be based upon
      the
      fair value of the equity instruments issued, as the services are provided and
      the securities earned. SFAS No. 123, “Accounting for Stock-Based Compensation”,
      requires entities that continue to apply the provisions of APB Opinion No.
      25
      for transactions with employees to provide pro forma net earnings (loss) and
      pro
      forma earnings (loss) per share disclosures for employee stock option grants
      as
      if the fair-value-based method defined in SFAS No. 123 had been applied to
      these
      transactions. For the period from inception (March 12, 2004) to December 31,
      2007, no stock options were committed to be issued to employees.


9


**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.





**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. Research is
      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**





Is
      computed using the straight-line method over the assets’ expected useful
      lives.





**Amortization**





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





**Cash
      and Cash Equivalents**




Cash
      and
      cash equivalents include cash on hand, deposits in banks with maturities of
      three months or less, and all highly liquid investments which are unrestricted
      as to withdrawal or use, and which have original maturities of three months
      or
      less.




**Concentrations
      of Credit Risk**




Financial
      instruments that subject the Company to concentrations of credit risk consist
      primarily of cash and cash equivalents. The Company maintains its cash and
      cash
      equivalents with high-quality institutions. Deposits held with banks may exceed
      the amount of insurance provided on such deposits. Generally these deposits
      may
      be redeemed upon demand and therefore bear minimal risk.




**Fair
      Value of Financial Instruments**




The
      carrying value of financial instruments including cash and cash equivalents,
      receivables, accounts payable and accrued expenses, approximates their fair
      value at December 31, 2007 due to the relatively short-term nature of these
      instruments.





**Supplies**




Supplies
      are experimental materials used for research and development purpose. Actual
      cost is used to value these materials and supplies.


10


**Valuation
      of Long-Lived Assets**




The
      Company periodically analyzes its long-lived assets for potential impairment,
      assessing the appropriateness of lives and recoverability of unamortized
      balances through measurement of undiscounted operating cash flows on a basis
      consistent with accounting principles generally accepted in the United States
      of
      America.





**Intangible
      and Other Long-Lived Assets, Net**




Intangible
      and other long-lived assets are stated at cost, less accumulated amortization
      and impairments. 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.




**Comprehensive
      Income**




Statement
      of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
      Income,” establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. Comprehensive income as defined
      includes all changes in equity during a period from non-owner sources.
      Accumulated comprehensive income, as presented in the accompanying statement
      of
      changes in shareholders' equity consists of changes in unrealized gains and
      losses on foreign currency translation. This comprehensive income is not
      included in the computation of income tax expense or benefit.




**Related
      Parties**




For
      the
      purposes of these financial statements, parties are considered to be related
      if
      one party has the ability, directly or indirectly, to control the party or
      exercise significant influence over the party in making financial and operating
      decisions, or vice versa, or where the Company and the party are subject to
      common control or common significant influence. Related parties may be
      individuals or other entities.




**Unpaid
      Capital Contributions**




**“Unpaid
      Capital Contributions”** are
      short-term loans to our officers and directors in lieu of salary or other
      compensation.. These loans are unsecured, bear a 5% interest and have five
      year
      repayment term, The total balance of loans to officers and directors was
      $125,731 and $107,396 in 2006 and 2007, respectively.





The
      Company expects these loans on a rolling basis throughout the term of the five
      year loans. After deducting re-payments made by the officers, balances were
      due
      as of year end 2006 and 2007 as follows:





12/31/06
            
            12/31/07Ron
                Carter
            
            
            75,530.26
            
            
            49,755.85Garry  Stevenson
            
            
            27,635.20
            
            
            28,883.25Bethiel Tesfasillasie
            
            
            22,565.55
            
            
            28,756.29





In
      the
      event that the loans are not fully repaid, any shortfall will be written off
      as
      compensation expense in our income statement.





**Earnings
      (Loss) Per Common Share**




Basic
      earnings (loss) per common share are computed on the basis of the weighted
      average number of common shares outstanding during the period.




Diluted
      earnings (loss) per share are computed on the basis of the weighted average
      number of common shares and dilutive securities (such as convertible preferred
      stock) outstanding. Dilutive securities having an anti-dilutive effect on
      diluted earnings (loss) per share are excluded from the
      calculation.





As
      of the
      date of this quarterly report, there is no public trading market for our common
      stock and no assurance that a trading market for our securities will ever
      develop.





PLAN
      OF
      OPERATION





Our
      auditors have expressed substantial concern about our ability to continue.
      Our
      efforts over the next twelve months will be directed towards identifying
      licensing opportunities completing the commercialization of the EYETALK remote
      network camera video system. We expect to complete the software for the existing
      applications and explore other potential uses for the technology.





To
      date
      we have financed our activities from private placements and loans received
      from
      related and non-related parties.. Until we begin to generate revenues we expect
      to continue to rely on loans from our directors and related parties. We will
      rely on the proceeds obtained by exercise of the warrants, if any, and loans
      from our officers until we begin to generate revenues. There are no assurances
      that the Company will receive any proceeds from the exercise of warrants. We
      have no other sources of capital and there can be no guarantee that the Company
      will be able to meet its obligations or obtain sufficient capital to complete
      its plan of operations for the next twelve (12) months. There is no assurance
      that our officers can or will provide such funds when the need arises. Other
      than the exercise of the warrants and the oral assurances given by the
      directors, we have no other sources of capital and there can be no guarantee
      that the Company will be able to meet its obligations or obtain sufficient
      capital to complete its plan of operations for the next twelve (12) months.





We
      hope
      to complete commercialization during 2008. We have estimated the costs of
      completion of the commercialization at $1,382,000. Since there is no assurance
      that any of the warrants will be exercised the Company has initiated discussions
      regarding loans through Bank of America and are discussing a $10,000,000 loan
      from another funding sources. We expect to continue these discussions in the
      hopes of arranging financing to continue the commercialization of the EYETALK
      and to satisfy the outstanding balances of loans from third parties. We have
      no
      assurance that any of these discussions will prove successful. We intend to
      first emphasize the security applications in institutional and commercial
      environments, along with medical applications.


11


To
      complete commercialization we must complete further product development which
      will update the software that interfaces the EYETALK and 3g and 4g cell phones;
      redesign the hardware so that it has a lid for providing visual assurance of
      privacy in medical and other sensitive situations; and a conversion kit to
      convert existing cameras to EYETALK capability without requiring replacement
      of
      the camera. We also need to complete our agreements with potential manufacturers
      or liscenees to create minimum of 10,000 units. If we cannot create a minimum
      of
      10,000 units or more, our costs for each unit will increase
      substantially.





We
      expect
      to accomplish this primarily through our contract with Absolutely New, Inc.,
      a
      California company that markets new patent applications to a network of large
      companies internationally. We have paid $20,000 towards a total fee of $24,000
      for research and identification of companies in their database that they believe
      may have uses for our technology. We will also pay Absolutely New a commission
      of 18% for gross revenues received from any agreements brokered by Absolutely
      New. The Absolutely New agreement expires in July, 2008 but they have indicated
      that they will continue any negotiations that have commenced prior to that
      date.





Preliminarily,
      Absolutely New has identified approximately 20 companies that may be interested
      in various applications for the technology and has contacted three such
      companies for discussions in the near future. We will also pay Absolutely New
      a
      commission of 18% for gross revenues received from any agreements brokered
      by
      Absolutely New. The Absolutely New agreement expires in July, 2008 but they
      have
      indicated that they will continue any negotiations that have commenced prior
      to
      that date.





We
      also
      expect to engage Virsalent, a California company engaged in the business of
      identifying licensing opportunities. They have identified two companies:
      Speechphone, Inc. and Apisphere, Inc., both California based companies regarding
      joint venture applications.





We
      have
      also initiated discussions with Orbital Services Corporation, a Nevada company,
      that manufactures cameras for NASA regarding the design engineering and
      manufacture of the EYETALK camera.





Specific
      implementation methods are expected to be:




·
            Obtain
                licensing agreements and joint ventures with prospective manufacturers;




·
            Present
                the EYETALK at industry trade
                shows;




·
            Investigate
                other licensing opportunities;




·
            Explore
                and continue talks with Orbital regarding possible manufacturing
                of the
                product; and




·
            Together
                with Apissphere continue to enhance the software.




We
      believe these efforts will be sufficient to generate revenues for the Company.
      We are also exploring possible joint venture or similar arrangements with
      potential manufacturers. If so, we would reduce our need for the initial
      expenditures and the delay in commencing operations may be
      shortened.





RESULTS
      OF OPERATIONS





**RESULTS
      OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED
      TO
      THE THREE MONTHS ENDED SEPTEMBER 30, 2007**





**Operating
      Expenses** Although
      we have not begun generate revenues, our total operating expenses for the
      three-month period ended **September** 30, 2008
      decreased to $32,691 from $125,133 over the prior year period. The total
      operating expenses for the nine-month period ended **September** 30, 2008
      decreased to $133,825 from $227,081 over the prior year period. This decrease
      is
      primarily attributable to a reduction in professional fees.





**Net
      Loss.** Our
      net
      loss for the three-month period ended **September** 30, 2008
      decreased to $(30,194) from $(124,711) over the prior year period. Our net
      loss
      for the nine-month period ended **September** 30, 2008
      decreased to $(128,743) from $(224,258) over the prior year period. Once again
      attributable primarily to decreased professional fees.





**Assets.** Assets
      increased by $32,005 to $92,317 as of **September** 30,
      2008, from $60,312 as of **December** 31,
      2007. This increase was primarily due to the funds received from the issuance
      of
      notes payable and the increase in Patent costs capitalized for further
      developments of our Eyetyalk Communicator. This increase was the result of
      the
      improvements to our software package performed under our agreement with NextCom
      and the corresponding patent amendment. In November, 2007 we applied for
      additional patent protection for a metal detection component, a medical
      component that interfaces with nurse monitoring systems, a car seat technology
      that permits gaming downloads together with the two way communication features
      of EYETALK and an exterior pop-up device that pops upon triggering events.
      The
      patents are currently pending.





**Liabilities.** Total
      liabilities increased by $289,061 to $372,704 as of **September** 30 2008,
      from $83,643 as of **December** 31,
      2007. The increase was due to the issuance of notes payable net of a reduction
      in accounts payable.





**Stockholders'
      Equity.** Stockholders'
      equity decreased by $257,056 to $(280,387) as of **September** 30, 2008
      from $(23,331) as of **December** 31,
      2007. The decrease was due primarily to continuing operating and an increase
      in
      unpaid capital contributions of $128,313. As
      of
      December 31, 2007, the company had refunded the investment of two of the
      original shareholders. Neither were officers, directors or control persons.
      The
      total amount refunded was $9,500. Subsequently, we cancelled 144,000 of their
      shares, which were representative of their investment.


12


**Liquidity
      and Capital Resources**





**General.** Our
      primary sources of cash have been sales of common stock through private
      placements. We are a developmental stage company and we will rely upon more
      established third party vendors for many aspects of the manufacture, sale and
      distribution of our product, if it becomes commercially available in this regard
      we have contracted with Absolutely New, Inc. a California company to identify
      potential licenses from their database. The agreement with Absolutely New
      expired in July 2008. Under the agreement, Absolutely New identified
      approximately twenty companies that it believes have a particular use for the
      EYETALK. We do not intend to renew the agreement as we have received the results
      of their search. We will nonetheless owe 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 during the term of the agreement.
      The term expired on September 28th, 2008. We also initiated discussions with
      a
      Nevada company, Orbital Services Corporation, regarding the design engineering
      and manufacture of the EYETALK camera. We are continuing our discussions but
      have not reached an agreement with Orbital. We have recently been in contact
      with another major potential manufacturer and our awaiting proposals from
      both. ****





On
      April
      24, 2008 we borrowed $7,500 from two unrelated parties. We also borrowed
      $300.000 from another non-related party on May 5, 2008 at 4% interest which
      begin 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. If we are unable to pay according to the terms of the
      notes
      or successfully renegotiate the notes, we must issue shares to the note holders.
      On August 6, 2008, we modified the $300,000 promissory note to extend the due
      date until such time as the litigation with our former patent attorney has
      been
      resolved either by settlement, judgment, or otherwise. We have agreed to pay
      the
      noteholder the principal plus accrued interest from the proceeds of any
      settlement, judgment or other payment. We have agreed to provide a lien and
      notice of lien in form acceptable for recording to grant a security interest
      in
      the proceeds to the noteholder. Ron Carter, our CEO and President, has also
      agreed to personally guarantee the amount of any shortfall in payments due
      the
      noteholder. The noteholder has also been given the right to extinguish all
      of
      part of the outstanding debt, including accrued interest and any costs, to
      shares of common stock of the company at the agreed upon price of $0.50 per
      share, subject to approval by counsel that such issuance does not violate state
      or federal securities laws.





We
      will
      have to continue to seek financing through debt or equity to fully implement
      our
      commercialization to generate revenues and continue operations. There can be
      no
      guarantee that such financing will materialize.





Overall,
      we had a net decrease in cash of $15,124 for the nine-month period ended **September** 30, 2008
      as result of $138,062 net cash used in operating activities and $26,001 cash
      used by investing activities and $179,187 net cash provided by financing
      activities.





**Cash
      Flows from Operating Activities.** Net
      cash
      used in operating activities of $92,047 for the nine-month period ended **September** 30, 2008
      is primarily attributable to professional fees, travel and website
      development.





**Cash
      Flows from Investing Activities.** Net
      cash
      used by investing activities of $26,001 for the nine-month period ended **September** 30, 2008
      attributable to an investment in patents for further developments of our
      Eyetyalk Communicator.





**Cash
      Flows from Financing Activities.** Net
      cash
      provided by financing activities of $179,187 for the nine-month period ended **September** 30, 2008
      is attributable to the issuance of notes payable $307,500 offset be the increase
      in unpaid capital contribution $128,313.




**Item
      3. Quantitative and Qualitative Disclosures About Market Risk**




Not
      Applicable.




**Item
      4T. Controls and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified under
      the
      Securities and Exchange Commission's rules and forms, and that such information
      is accumulated and communicated to our management, including our Principal
      Executive Officer and our Principal Financial Officer, as appropriate, to allow
      timely decisions regarding required disclosures. Our management, including
      our
      Principal Executive Officer and our Principal Financial Officer, does not expect
      that our disclosure controls or procedures will prevent all error and all fraud.
      A control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute assurance that the objectives of the control system
      are
      met. Further, the benefits of controls must be considered relative to their
      costs. Because of the inherent limitations in all control systems, no evaluation
      of controls can provide absolute assurance that all control issues and instances
      of fraud, if any, within us have been detected.




We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our Principal Executive Officer and our Principal
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures as of the end of the period covered by this
      report. Based on the foregoing, our Principal Executive Officer and our
      Principal Financial Officer concluded that our disclosure controls and
      procedures were effective at the reasonable assurance level.




There
      has
      been no change in our internal controls over financial reporting during our
      most
      recent fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal controls over financial
      reporting.


13


PART
      II -
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS




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 attorneys fees
      associated with the lawsuit are contingent upon a successful outcome in this
      case.





ITEM
      1A.
      RISK FACTORS





Refer
      to
      our “Risk Factors” in our Registration
      Statement on Form S-1 (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.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.





ITEM
      5.
      OTHER INFORMATION




None.





ITEM
      6.
      EXHIBITS





Exhibit No.
            
            Description3.1
            
            Articles
                of Incorporation*3.2
            
            Bylaws*4.1
            
            Form
                of Stock Certificate*4.2
            
            Form
                of Class A Warrant Certificate*4.3
            
            Form
                of Class B Warrant Certificate*4.4
            
            Warrant
                Agreement*5.1
            
            Legal
                Opinion*10.1
            
            Agreement
                with Absolutely New*10.2
            
            Agreement
                with Dr. Jones*10.3
            
            Agreement
                with Tillman Wright*10.4
            
            Agreement
                with JDSL*10.7
            
            Consulting
                Agreement with Sedgefield Capital*10.8
            
            Additional
                Services Agreement with Sedgefield Capital*14.1
            
            Code
                of Ethics*99.2
            
            US
                Patent*31.1
            
            Sec.
                302 Certification of Principal Executive Officer31.2
            
            Sec.
                302 Certification of Principal Financial Officer32.1
            
            Sec.
                906 Certification of Principal Executive Officer32.2
            
            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 (SEC File Number 333-151177) on the website
      at www.sec.gov


14


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.





November
                14, 2008
            Registrant:
                Revolutionary Concepts, Inc.By:
            /s/
                Garry StevensonGarry
                Stevenson, Director, Vice President, and Chief Financial
                Officer(Officer
                and Principal Accounting
                Officer)


15