SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


––––––––––––––––


FORM
      10-K(Mark
              One)x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended December 31, 2008OrTRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





Commission File
Number333-151177





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


Matthews,
NC 28105


704-622-6327


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




Securities
Registered Pursuant to Section 12(b) of the Act:





Title
      of each class
              
              Names
      of each exchange on which registeredCommon
      Stock, par value $0.001 per share
              
              TBD
  Securities registered pursuant to
      section 12(g) of the Act:
                        (Title of Class)None




Indicate
by check mark if the registrant is well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o    No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o    No x




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. o







Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2of the Exchange Act. (Check
one):




Large
      accelerated filer o
              
              Accelerated
      filer o
              
              Non-accelerated
      filer o
                (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company x




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




Aggregate
market value of voting stock held by non-affiliates as of June 30, 2008 -
there has been no trading market established to date.




Common
shares outstanding as of March 30, 2009 was—19,442,511





TABLE OF
CONTENTS




PAGEPART IITEM
      1:
                    BUSINESS
                    4ITEM
      1A
                    RISK
      FACTORS
                    6ITEM
      2:
                    PROPERTIES
                    11ITEM
      3:
                    LEGAL
      PROCEEDINGS
                    11ITEM
      4:
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM
      5:
                    MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES
                    11ITEM
      6:
                    SELECTED
      FINANCIAL DATA
                    12ITEM
      7:
                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    12ITEM
      7A:
                    QUANTITATIVE
      AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISKITEM
      8:
                    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                    20ITEM
      9:
                    CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                    21ITEM
      9A(T):
                    CONTROLS
      AND PROCEDURES
                    21ITEM
      9B:
                    OTHER
      INFORMATION
                    21PART IIIITEM
      10:
                    DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                    21ITEM
      11:
                    EXECUTIVE
      COMPENSATION
                    22ITEM
      12:
                    SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                    23ITEM
      13:
                    CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                    24ITEM
      14:
                    PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                    24PART IV
                    
                    59ITEM
      15:
                    EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                    25SIGNATURES


3




PART
I




This Form 10-K contains
forward-looking statements within the meaning of the federal securities laws.
These forward-looking statements are necessarily based on certain assumptions
and are subject to significant risks and uncertainties. These forward-looking
statements are based on management's expectations as of the date hereof, and the
Company does not undertake any responsibility to update any of these statements
in the future. Actual future performance and results could differ from that
contained in or suggested by these forward-looking statements as a result of
factors set forth in this Form 10-K (including those sections hereof
incorporated by reference from other filings with the Securities and Exchange
Commission), in particular as set forth in "Business Risks" under Item 1
and set forth in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" under Item 7.




Item 1.    Business




General




The Company is in the development
stage, has incurred losses and expects losses to continue for the foreseeable
future. We have not generated revenues to date, and there can be no assurance
that we will be able to successfully penetrate our target market.
We  have designed, developed and patented a network camera video and
monitoring device (the “EYEYALK”) that permits two way interaction from remote
sites, transmits to cell phones and other media, and permits visual and auditory
control of monitored entry points.  Our system can be remotely
controlled and monitored so that sound and visuals can be remotely transmitted
to a cell phone or other receiving device. We expect to begin the
commercialization of the system in the latter half of 2009. The system utilizes
new technology to synergistically improve messaging, communication, and security
in this setting.





Our efforts to date have been devoted
to establishing a video remote monitoring system that permits interactive
two-way communications called the EyeTalk Communicator (“EYETALK”). The company
has engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical
Communication to design the hardware for the EyeTalk system. 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.





We have
funded our development through two private offerings in 2005 and 2007. 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. We have engaged third
parties to assist in the commercialization of the EyeTalk technology and have
made partial payments, but we will require the proceeds from the exercise of the
warrants or other funding to complete the agreements. In June 2008, RCI made the
decision to develop and manufacture the EyeTalk technology as opposed to the
initial strategy to license it. The company is currently negotiating three
investment deals that will fund development and provide for the establishment of
operations in either leased or purchased space.





We have
designed and patented a communications and monitoring system which we expect to
give users the ability to remotely and interactively monitor and communicate
with, and have control of an IP camera in multiple markets.





The
EyeTalk is primarily a software platform with a hardware component of an
external unit deployed at a chosen location. The system offers two-way
communication and it streams video to designated handheld PDA’s or PC’s. 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), Cellular
phone, or other compatible device. The EyeTalk software platform will be able to
communicate with many of the smartphone and other devices that are or will be
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.





Management believes that The EYETALK
technology may fill a technology gap related to false alarms in the security
monitoring industry.  Some police departments are not required to
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.


4





The EYETALK also records visitors
through 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 does not require wiring from the exterior of the building to its
interior.   The Company believes that the system, when fully
implemented, will be relatively inexpensive to install and
maintain.





The
Company 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 homeowner to better facilitate the task of home management in
non-threatening circumstances, such as latch key school children. allowing the
owner to maintain better control and understanding of what is going on at one’s
home





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:





o
            an
      internal unit(s)  (the ‘Indoor Mobile
  Monitor’)


o
            an
      external unit(s)  (the ‘Welcome
  System’)


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


o
            a
      remote access device, typically a standard cellular
      telephone  (‘Phone GUI
Emulator’)





The
system is expandable to include multiple peripheral devices.  The main
components of the system (the Indoor Mobile Monitor, the Welcome System 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.





Management
believes that the Eyetalk technology significantly differs from existing
systems. The Eyetalk allows two way communication via a wireless network camera
that communicates with a variety of other remote communication devices such as
cell phones, PDAs, smart phones, computers, security and video monitoring
devices. Due to its software interface the Eyetalk 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 certain of these events with standard greetings, identifications,
commands, or directions. The Eyetalk can then notify designated personnel and
the system of the triggering event, sending images of the current situation and
permitting audible response.





We expect
to compete by emphasizing the unique aspects of the Eyetalk in our marketing
directly to distributors and end users. We will concentrate on 12 identified
distributors in Europe Mexico and the United States. We also intend to compete
by direct contact with larger end  users such as
hospitals, banks, and government agencies concerned with homeland
security.





As with
many development stage companies, we are currently considered to be in unsound
financial condition. Our Auditor has expressed substantial doubt about our
ability to continue as a going concern. Persons should not invest unless they
can afford to lose their entire investments. We sustained net losses of
$(464,718) and $(210,996), for the years ended December 31, 2007, 2008
respectively. We have accumulated a deficit of 1,361,281, since inception in
March, 2004.  Further, we may incur significant losses through 2009
and beyond, as we further develop and commercialize our remote network camera
video system.





As of
December 31, 2009 we had 19,442,511 shares of our common stock outstanding
(excluding any warrants.),


5





Corporate
Information and History




We were
founded in 2004 as Revolutionary Concepts, Inc., a North Carolina corporation
and its subsidiary, D.V. M. S., LLC for the purpose of developing a network
camera video device. We reincorporated in Nevada in February 2005 as
Revolutionary Concepts, Inc. (the “Company”) to re-domicile the North Carolina
corporation to a Nevada corporation by the same name





Our
principal executive offices are located at 2622 Ashby Woods, Matthews, NC
28105.  The Company’s telephone number is 704-622-6327. The President
of the Company is Ronald Carter. We maintain a corporate website at wwwhttp://Eyetalkcom.com.
The contents of our website are not part of this prospectus and should not be
relied upon with respect to the prospectus.




To date,
our efforts have been largely devoted to developing our network camera video
system and defining markets that can use our patented technology. We are in the
development stage and have not generated revenue from operations. We hope to
release our remote network camera video system into the general marketplace in
late 2009. The wireless infrastructure to fully support the Eyetalk technology
is still developing.




Item 1A.    RISK
FACTORS




WE
CANNOT ASSURE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUES, DEVELOP
OPERATIONS, OR MAKE A PROFIT. OUR INDEPENDENT AUDITORS HAVE NOTED THAT THERE IS
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.




Our
independent auditors have noted that there is substantial doubt that we can
continue as a going concern. As reflected in our consolidated financial
statements the Company has had cumulative operating losses. We currently have a
negative net worth, extremely limited cash and suffered net losses $(221,484) at
December 31, 2008 and $(464,718) at December 31, 2007. We had accumulated
deficits to our stockholder’s equity of $(1,371,769) and $(1,150,285) for the
years ended 2008 and 2007 respectively. Management expects the losses to
continue, thereby requiring addition capital, some of which may be generated
from this offering. There can be no assurance that our plans will be successful.
Our consolidated 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.


OUR
OFFICERS HAVE RECEIVED LOANS THAT MAY HAVE TO BE EXPENSED AND WHICH MAY CREATE
CERTAIN TAX OBLIGATIONS.





From our
date of incorporation , February 2005 through  the date of this
filing, the officers of the Company have not taken salaries but have taken
advances from the Company, some of which have been repaid. We have booked these
loans to shareholders as unpaid capital contributions on the balance sheet. As
of December 31, 2007, the Company had loans to shareholders of approximately
$107,396 to its officers and directors.  of December 31, 2008, the
outstanding loans to the officers and directors were $187,172.  The
loans carry an interest rate of 5% and have been recorded as “Unpaid Capital
Contributions”.  If for any reason some of these loans default they
will be written off as compensation expense in the income statement and we have
already accrued estimated payroll taxes due at $16,399 as of
12/31/08.





WE
ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY FOR YOU TO EVALUATE
AND WE HAVE NOT PROVEN OUR ABILITY TO GENERATE PROFITS.





We are a
developmental stage company.  Although we have developed a working
prototype and have identified potential markets, we are still in the research
and development stage and expect to enter the commercialization phase in late
2009.  We have no meaningful revenues so it will be difficult for you
to evaluate an investment in our securities. From our inception to date, we have
had no revenues. We may never be able to become profitable. You will be
furnishing venture capital to us and will bear the risk of complete loss of your
investment if we are unsuccessful.





An
investor should also consider the uncertainties and difficulties frequently
encountered by companies, such as ours, in their early stages of
development.  Our revenue and income potential is unproven and our
business model is still emerging.  If our business model does not
prove to be profitable, investors may lose all of their investment.





WE
HAVE HAD NO REVENUES AND ANTICIPATE LOSSES FOR THE FORESEEABLE
FUTURE.





Since
inception we have had no revenues.  We have not achieved profitability
and expect to continue to incur net losses throughout fiscal 2008 and subsequent
fiscal periods.  We expect to incur significant operating expenses
and, as a result, will need to generate significant revenues to achieve
profitability, which may not occur.  Even if we do achieve
profitability, we may be unable to sustain or increase profitability on an
ongoing basis.


6




IF
WE FAIL TO IMPLEMENT OUR COMMERCIALIZATION STRATEGY, OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY
AFFECTED.




Our
future financial performance and success are dependent in large part upon our
ability to implement our commercialization strategy successfully. We have
engaged third party consultants to identify potential clients for our
technology, although we have no means to determine whether this strategy will be
successful. We may not be able to successfully implement our commercialization
strategy with or without the involvement of these third parties. If we are
unable to do so, our long-term growth and profitability may be adversely
affected. Even if we are able to successfully implement some or all of the
initiatives of our business plan, our operating results may not improve to the
extent we expect, or at all.





Implementation
of our commercialization strategy could also be affected by a number of factors
beyond our control, such as increased competition, legal developments, general
economic conditions, increased operating costs or expenses. In addition, to the
extent, we have misjudged the nature and extent of industry trends or our
competition; we may have difficulty achieving our strategic objectives. We may
also decide to alter or discontinue certain aspects of our business strategy at
any time. Any failure to successfully implement our business strategy may
adversely affect our business, financial condition and results of operations and
thus our ability to service our indebtedness, including our ability to make
principal and interest payments on our indebtedness.





THE COMPANY DEPENDS ON ITS PATENT AND
PROPRIETARY RIGHTS TO DEVELOP AND PROTECT TECHNOLOGIES AND PRODUCTS, WHICH
RIGHTS MAY NOT OFFER SUFFICIENT PROTECTION FROM INFRINGEMENT BY THIRD
PARTIES.





The
Company has been issued a patent by the U.S. Patent Office for its patented
network camera video technology. Management believes that this is a valid
patent. However, there can be no assurances that the patent and the network
camera video technology will be enforceable or generate revenues for the
Company.




The
Company’s inability to protect its intellectual property through sufficient
patent protection will adversely affect that Company’s ability to survive and
other companies may be able to develop substantially similar technologies in
competition with the Company. If those other companies enter the marketplace
with their own similar products, the value of the Company’s patent will be
substantially diminished.





The
Company’s success will depend on its ability to obtain and enforce protection
under United States and foreign patent laws and other intellectual property laws
for the technology that the Company intends to market and license, to develop
and preserve the confidentiality of trade secrets and to operate without
infringing the proprietary rights of third parties.





The
Company cannot assure you that our technology will not be breached, that we will
have adequate remedies for any breach, or that our trade secrets and proprietary
know-how will not otherwise become known or be independently discovered by
others. Consequently, such breach could have a negative effect on our financial
performance and results of operations.





LITIGATION TO ENFORCE ITS PATENT
AGAINST UNAUTHORIZED USERS WILL BE EXPENSIVE AND TIME CONSUMING, AND THEIR
OUTCOME IS UNCERTAIN. ANY DELAY OR OTHER FACTOR WHICH NEGATIVELY AFFECTS THE
COMPANY’S ABILITY TO FUND OPERATIONS AND DEVELOP REVENUES.




Litigation
to enforce the Company’s patented technology against unauthorized users can be a
lengthy, time-consuming and expensive process and there can be no assurance of
the results of such litigation. The Company has engaged patent counsel to
consider enforcement actions against those using the technology but who do not
have a licensing agreement for it. In addition, if we fail to provide adequate
proprietary protection, our names, brand name reputation, revenues and potential
profitability may be negatively affected.


7




WE
EXPECT TO HAVE OUR PRODUCT MANUFACTURED BY THIRD PARTIES OVER WHICH WE HAVE NO
CONTROL AND WE CURRENTLY DO NOT HAVE ANY AGREEMENTS FOR THE MANUFACTURE OF THE
PRODUCT. WE ARE SUBJECT TO FLUCTUATIONS IN THE COST AND AVAILABILITY OF RAW
MATERIALS AND THE POSSIBLE LOSS OF SUPPLIERS.





While we
have had discussions with third party suppliers regarding the manufacture of our
product, we currently have no arrangements. We expect to depend on third party
manufacturers over which we will have no control. We are dependent upon the
pricing by these companies and the availability and pricing of raw materials to
produce our products. The availability of suppliers and the price and
availability of the raw materials will be affected by numerous factors beyond
our control. We do not have the resources, facilities or experience to
manufacture our EYETALK product or any of its component parts. Such contract
manufacturers may be the sole source of production and may have limited
experience at manufacturing, a product similar to ours.





WE
MAY HAVE INSUFFICIENT LIQUIDITY TO CONTINUE.





The
Company will not receive any proceeds from the sale of common stock from our
recent S-1 offering, ;however, the Company will receive the exercise price for
each warrant exercised. If none of the warrants are exercised we will need
additional sources of capital or we may not be able to continue operations.
We are devoting substantially all of our present efforts to establishing a new
business and will need additional capital to continue implementing our business
plan. We have generated no revenue. If we cannot raise additional capital from
the exercise of our warrants, we will have to seek other sources of financing or
we will be forced to curtail or terminate our business plans. There is no
assurance that additional sources of financing will be available at all or at a
reasonable cost.





We have
estimated the costs of completion of the commercialization at $2,500,000, which
represents the development of the medical application. The residential
application costs has not been determined.  We believe that the at
least part of the medical development will be able to be applied to the
residential application . Since there is no assurance that any of the warrants
will be exercised the Company has initiated discussions regarding loans through
commercial banks and a loan from other funding sources. We expect to continue
these discussions in the hopes of arranging financing to provide sufficient
liquidity.  We have no assurance that any of these discussions will
prove successful





OUR SALES, MARKETING AND DISTRIBUTION
CAPABILITIES HAVE NOT BEEN FULLY IMPLEMENTED. IF WE FAIL TO EFFECTIVELY SELL,
MARKET AND DISTRIBUTE OUR EYETALK PRODUCT, OUR BUSINESS AND RESULTS OF
OPERATIONS WILL SUFFER.





We do not
currently have a sales staff, marketing plan or other distribution facilities.
We have engaged third parties to assist us in identifying potential users of the
EYETALK technology. If we are unable to create sales, marketing and distribution
capabilities or enter into licensing and similar agreements with third parties
to perform these functions, we will not be able to successfully commercialize
our EYETALK product, In order to successfully commercialize any of our product
candidates, we must either internally develop sales, marketing and distribution
capabilities or make arrangements with third parties to perform these
services.





WE
MAY HAVE EXPOSURE TO LEGAL CLAIM THAT COULD CAUSE SIGNIFICANT
LOSSES.





Our
EYETALK product will likely be relied upon to provide methods of security from
personal harm or property loss. To the extent that the EYETALK product
malfunctions or experiences down times, losses could occur which would give rise
to legal claims against us. There is no accurate method to predict the extent of
exposure to these potential claims. We may therefore be susceptible to lawsuits
that could cause us to incur substantial liabilities and/or limit
commercialization of our EYETALK product. Product liability insurance for the
pharmaceutical and biotechnology industries is generally expensive, if available
at all. We do not currently have any product liability insurance. If we are
unable to obtain sufficient insurance coverage on reasonable terms or to
otherwise protect against potential product liability claims, we may be unable
to commercialize our product candidates. A successful product liability claim
brought against us in excess of our insurance coverage, if any, may cause us to
incur substantial liabilities and, as a result, our business may
fail.





COMPETITION IN THE ELECTRONIC
SECURITY WORLD IS FIERCE AND WE MAY NOT BE ABLE TO COMPETE AND
SURVIVE.





The
electronic security industry is very competitive. It is constantly changing and
we expect competition to intensify in the future. Increased competition will
result in reduced profit margins on products.  We believe that our
ability to compete successfully depends on a number of factors, including
establishing brand awareness and market presence on a rapid basis; the quality
of our marketing services; ease of use; and industry and general economic
trends.  The failure of any number of these factors could cause us
additional losses.





OUR
PRINCIPAL STOCKHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE
LITTLE OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.





Currently,
our principal stockholders own 66.130% of our common stock. As a result, they
will have control over all matters requiring approval by our stockholders
without the approval of minority stockholders.  In addition, they will
be able to elect all of the members of our Board of Directors, which will allow
them to control our affairs and management.  They will also be able to
affect most corporate matters requiring stockholder approval by written consent,
without the need for a duly noticed and duly-held meeting of
stockholders.  As a result, they will have significant influence and
control over all matters requiring approval by our
stockholders.  Accordingly, you will be limited in your ability to
affect change in how we conduct our business.


8




WE MAY INCUR SIGNIFICANT COSTS TO
ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.




We expect
to incur significant costs associated with our public company reporting
requirements, costs associated with applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the SEC. We expect all of these applicable rules and
regulations to increase our legal and financial compliance costs and to make
some activities more time-consuming and costly. While we have no experience as a
public company, we estimate that these additional costs will total approximately
$50,000 per year. We also expect that these applicable rules and regulations may
make it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect
to these newly applicable rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.




WE
HAVE NOT YET ESTABLISED AN INDEPENDENT AUDIT COMMITTEE OR COMPENSATION
COMMITTEE.




The company
has not yet appointed an audit committee or compensation committee as required
by Sarbanes-Oxley.  The company is working to appoint these committee
members by the end of the current year.





RISKS
RELATING TO OUR SECURITIES





WE
HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND YOU MAY NEVER RECEIVE
DIVIDENDS.   THERE IS A RISK THAT AN INVESTOR IN OUR COMPANY WILL
NEVER SEE A RETURN ON INVESTMENT AND THE STOCK MAY BECOME
WORTHLESS.





We have
never paid dividends on our common stock. We intend to retain earnings, if any,
to finance the development and expansion of our business. Future dividend policy
will be at the discretion of the Board of Directors and will be contingent upon
future earnings, if any, our financial condition, capital requirements, general
business conditions and other factors. Future dividends may also be affected by
covenants contained in loan or other financing documents, which may be executed
by us in the future. Therefore, there can be no assurance that cash dividends of
any kind will ever be paid. If you are counting on a return on your investment
in the common stock, the shares are a risky investment.





THERE
IS CURRENTLY NO MARKET FOR OUR COMMON STOCK AND NO ASSURANCE THAT ONE WILL
DEVELOP.





There is
currently no trading market for our shares of Common Stock, and there can be no
assurance that a more substantial market will ever develop or be
maintained.  Any market price for shares of our Common Stock is likely
to be very volatile, and numerous factors beyond our control may have a
significant adverse effect.  In addition, the stock markets generally
have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies.  These broad market fluctuations, as well as general
economic and political conditions, may also adversely affect the market price of
our Common Stock.  Further, there is no correlation between the
present limited market price of our Common Stock and our revenues, book value,
assets or other established criteria of value.  The present limited
quotations of our Common Stock should not be considered indicative of the actual
value of the Company or our Common Stock





Future
sales of our common stock could put downward selling pressure on our shares, and
adversely affect the stock price.  There is a risk that this downward
pressure may make it impossible for an investor to sell his shares at any
reasonable price.





Future
sales of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could put downward selling pressure on
our shares, and adversely affect the market price of our common
stock.  Such sales could be made pursuant to Rule 144 under the
Securities Act of 1933, as amended, as shares become eligible for sale under the
Rule.


9





AN
ARBITRARY DETERMINATION OF THE OFFERING PRICE INCREASES THE RISK THAT PURCHASERS
OF THE SHARES IN THE OFFERING WILL PAY MORE THAN THE VALUE THE PUBLIC MARKET
ULTIMATELY ASSIGNS TO OUR COMMON STOCK AND MORE THAN AN INDEPENDENT APPRAISAL
VALUE OF US.





The
current offering price for the shares of $1.25 was arbitrarily determined by our
management.  The offering price bears no relation to our assets,
revenues, book value or other traditional criteria of
value.  Investors may be unable to resell their shares at or near the
offering price, if they are able to resell the shares at all. Selling security
holders are offering shares at a selling price of $1.25 per share until a market
for the shares is established and thereafter at prevailing market prices. If the
selling security holders sell to more than 25 persons, the Company will
undertake efforts to have markets established for the trading of the securities.
If such a market begins before all securities offered hereby are sold, then the
remaining securities will be sold at market prices.





IT
WILL LIKELY BE HARDER FOR THE COMPANY TO RAISE ADDITIONAL MONEY WHILE THE
WARRANTS ARE OUTSTANDING.





In our
March, 2005 private offering, we sold 1,000,000 redeemable Class A Common Stock
purchase warrants and 1,000,000 redeemable Class B Common Stock purchase
warrants (the “public warrants.”) The Class A warrants are exercisable for one
share of common stock at an exercise price of $0.65 and the Class B warrants are
exercisable for one share of common stock at an exercise price of $0.90.
Proceeds from the exercise of warrants will be booked as paid in capital and be
added to working capital. All of the warrants will remain outstanding for a
period of eighteen months from the effective date of registration, unless
redeemed. During the term that the public warrants are outstanding, the holders
of the public warrants are given the opportunity to profit from a rise in the
market price of our common stock. We may find it more difficult to raise
additional equity capital while these public warrants are outstanding. At any
time during which these public warrants are likely to be exercised, we may be
unable to obtain additional equity capital on more favorable terms from other
sources.





THERE
IS A POTENTIAL MARKET OVERHANG THAT COULD DEPRESS THE VALUE OF OUR COMMON STOCK
AND FUTURE SALES OF OUR COMMON STOCK COULD PUT A DOWNWARD PRESSURE ON THE PRICE
OF YOUR SHARES AND ADVERSELY AFFECT THE PRICE OF YOUR SHARES.





Because
our principal stockholders own approximately 66.122% of our common stock
regardless of the number of warrants exercised they may dispose of a substantial
percentage of their stock subject to Rule 144 trading volume limitations. If
substantial amounts of any of these shares are sold there may be downward price
pressures on our common stock price, causing the market price of our common
stock to decrease in value. In addition, this selling activity
could:





§
            Decrease
      the level of public interest in our common
  stock;


§
            Inhibit
      buying activity that might otherwise help support the market price of our
      common stock; and


§
            Prevent
      possible upward price movements in our common
  stock.





An
arbitrary determination of the offering price increases the risk that purchasers
of the shares in the offering will pay more than the value the public market
ultimately assigns to our common stock and more than an independent appraisal
value of us.




BECAUSE OUR SHARES ARE DEEMED HIGH
RISK “PENNY STOCKS,” YOU MAY HAVE DIFFICULTY SELLING THEM IN THE SECONDARY
TRADING MARKET.




The
Commission has adopted regulations which generally define a "penny stock" to be
any equity security that has a market price (as therein defined) less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. Additionally, if the equity security is not registered or
authorized on a national securities exchange, the equity security also
constitutes a "penny stock." As our common stock falls within the definition of
penny stock, these regulations require the delivery, prior to any transaction
involving our common stock, of a risk disclosure schedule explaining the penny
stock market and the risks associated with it. These regulations generally
require broker-dealers who sell penny stocks to persons other than established
customers and accredited investors to deliver a disclosure schedule explaining
the penny stock market and the risks associated with that market. Disclosure is
also required to be made about compensation payable to both the broker-dealer
and the registered representative and current quotations for the securities.
These regulations also impose various sales practice requirements on
broker-dealers. In addition, monthly statements are required to be sent
disclosing recent price information for the penny stocks. The ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market is limited. As a result, the market
liquidity for our common stock is severely and adversely affected. We can
provide no assurance that trading in our common stock will not be subject to
these or other regulations in the future, which would negatively affect the
market for our common stock.


10


IF
A MARKET DEVELOPS FOR OUR SECURITIES THE COULD BE VOLATILE AND MAY NOT
APPRECIATE IN VALUE.





If a
market should develop for our securities, of which we have no assurance, the
market price is likely to fluctuate significantly. Fluctuations could be rapid
and severe and may provide investors little opportunity to react. Factors such
as changes in results from our operations, and a variety of other factors, many
of which are beyond the control of the Company, could cause the market price of
our common stock to fluctuate substantially. Also, stock markets in penny stock
shares tend to have extreme price and volume volatility. The market prices of
shares of many smaller public companies securities are subject to volatility for
reasons that frequently unrelated to the actual operating performance, earnings
or other recognized measurements of value. This volatility may cause declines
including very sudden and sharp declines in the market price of our common
stock. We cannot assure investors that the stock price will appreciate in value,
that a market will be available to resell your securities or that the shares
will retain any value at all.




Item 1B.    UNRESOLVED
STAFF COMMENTS




None.




Item 2.    PROPERTIES




The Company does not currently have a
fixed office space.  Our president has allowed the company to utilize
his home office for Company business, until we begin generating
revenues.  The address is 2622 Ashby Woods, Matthews, NC
28105.




Item 3.    LEGAL
PROCEEDINGS




In early
2007 we commenced a civil action in the Superior Courts of Mecklenburg County,
North Carolina against our prior patent attorneys alleging professional
malpractice and other theories. Under North Carolina law we are not permitted to
demand an amount other than “in excess of $10,000.”  We are not party
to any other pending or threatened legal proceedings. In the matter of our
lawsuit against our prior patent attorneys, we have attended a mediation
settlement conference in our on-going action for damages. The presiding judge
request that both sides prepare affidavits of certain cost and indicated a
preference of resolution or the case will go to trial. While we and our current
legal counsel believe our claims are meritorious, any recovery is subject to
uncertainties associated with any litigation and we offer no assurances that we
can ultimately receive any recovery.  In addition, our officers,
directors or beneficial owners are not involved in any legal
proceedings.




PART
II




Item 5.    Market
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES




There is
currently no trading market for our shares of Common Stock, and there can be no
assurance that a more substantial market will ever develop or be
maintained.  Any market price for shares of our Common Stock is likely
to be very volatile, and numerous factors beyond our control may have a
significant adverse effect.  In addition, the stock markets generally
have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies.  These broad market fluctuations, as well as general
economic and political conditions, may also adversely affect the market price of
our Common Stock.  Further, there is no correlation between the
present limited market price of our Common Stock and our revenues, book value,
assets or other established criteria of value.  The present limited
quotations of our Common Stock should not be considered indicative of the actual
value of the Company or our Common Stock





Future
sales of our common stock could put downward selling pressure on our shares, and
adversely affect the stock price.  There is a risk that this downward
pressure may make it impossible for an investor to sell his shares at any
reasonable price.




Future
sales of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could put downward selling pressure on
our shares, and adversely affect the market price of our common
stock.  Such sales could be made pursuant to Rule 144 under the
Securities Act of 1933, as amended, as shares become eligible for sale under the
Rule.


11




The
current offering price for the shares of $1.25 was arbitrarily determined by our
management.  The offering price bears no relation to our assets,
revenues, book value or other traditional criteria of
value.  Investors may be unable to resell their shares at or near the
offering price, if they are able to resell the shares at all. Selling security
holders are offering shares at a selling price of $1.25 per share until a market
for the shares is established and thereafter at prevailing market prices. If the
selling security holders sell to more than 25 persons, the Company will
undertake efforts to have markets established for the trading of the securities.
If such a market begins before all securities offered hereby are sold, then the
remaining securities will be sold at market prices.





Item 6.    SELECTED
FINANCIAL DATA




Not
required under Regulation S-K for “smaller reporting
companies.”




Item 7.    MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
("MD&A")




The
Company's MD&A is comprised of significant accounting estimates made in the
normal course of its operations, overview of the Company's business conditions,
results of operations, liquidity and capital resources and contractual
obligations. The Company did not have any off balance sheet arrangements as of
December 31, 2008 or 2007.




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."





SUMMARY
OF CRITICAL 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, 2008, no stock
options were committed to be issued to employees.


12





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 overfive andsix 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.


13





Supplies




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




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 $187,172 and $107,396 in 2008 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 and adding
accumulated interest, balances were due as of year end 2008 and 2007 as
follows:




12/31/08
              
              
              12/31/07Ron
      Carter
              
              $
              116,499
              
              
              $
              49,756Garry
      Stevenson
              
              
              30,269
              
              
              
              28,884Bethiel Tesfasillasie
              
              
              40,404
              
              
              
              28,756$
              187,172
              
              
              $
              107,396


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.


14


Overview
– Business Conditions





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





Our
efforts to date have been devoted to establishing a video remote monitoring
system that permits interactive two-way communications called the EyeTalk
Communicator (“EYETALK”). 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.





We have
funded our development through two private offerings in 2005 and 2007. 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. We have engaged third
parties to assist in the commercialization of the EyeTalk technology and have
made partial payments, but we will require the proceeds from the exercise of the
warrants or other funding to complete the agreements. In June 2008, RCI made the
decision to develop and manufacture the EyeTalk technology as opposed to the
initial strategy to license it. The company is currently negotiating three
private investment deals that would fund development and provide for the
establishment of operations in either leased or purchased space.





We have
also attended a mediation settlement conference in our ongoing action for
damages against our prior patent attorneys.  The presiding judge has
asked both sides to prepare affidavits of certain costs and has indicated that
he expects the case to resolve or go to trial by the end of the year. While we
believe our claims are meritorious any recovery is subject to the uncertainties
associated with any litigation and we can offer no assurance that we can
ultimately receive any recovery





Introduction
to the Eyetalk Communicator





We have
designed and patented a communications and monitoring system which we expect to
give users the ability to remotely and interactively monitor and communicate
with, and have control of an IP camera in multiple markets.





The
EyeTalk is primarily a software platform with a hardware component of an
external unit deployed at a chosen location. The system offers two-way
communication and it streams video to designated handheld PDA’s or PC’s. 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), Cellular
phone, or other compatible device. The EyeTalk software platform will be able to
communicate with many of the smartphone and other devices that are or will be
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, “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%”Price declines from competitive
systems have improved the viability of enhanced security systems while boosting
the affordability and demand for basic security systems among families in the
middle to lower-middle income strata of society





Management believes that The EYETALK
technology may fill technology gap related to false alarms in the security
monitoring industry.  Some police departments are not required to
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 also records visitors
through 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 does not require wiring from the exterior of the building to its
interior.   The Company believes that the system, when fully
implemented, will be relatively inexpensive to install and
maintain.





The
Company expects The EYETALK to provide three Primary benefits:


15





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 homeowner to better facilitate the task of home management in
non-threatening circumstances, such as latch key school children. allowing the
owner to maintain better control and understanding of what is going on at one’s
home





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:





o
            an
      internal unit(s)  (the ‘Indoor Mobile
  Monitor’)


o
            an
      external unit(s)  (the ‘Welcome
  System’)


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


o
            a
      remote access device, typically a standard cellular
      telephone  (‘Phone GUI
Emulator’)





The
system is expandable to include multiple peripheral devices.  The main
components of the system (the Indoor Mobile Monitor, the Welcome System 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.





Management believes that the Eyetalk
technology significantly differs from existing systems. The Eyetalk allows two
way communication via a wireless network camera that communicates with a variety
of other remote communication devices such as cell phones, PDAs, smart phones,
computers, security and video monitoring devices. Due to its software interface
the Eyetalk 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 certain of these events with standard greetings,
identifications, commands, or directions. The Eyetalk can then notify designated
personnel and the system of the triggering event, sending images of the current
situation and permitting audible response.


16





We expect to compete by emphasizing
the unique aspects of the Eyetalk in our marketing directly to distributors and
end users. We will concentrate on 12 identified distributors in Europe Mexico
and the United States. We also intend to compete by direct contact with larger
end users such as hospitals, banks, and government agencies concerned with
homeland security.





Future
Plans and Potential Markets





We
believe we have 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.





We also
believe 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:





o
            monitors
      appointments


o
            monitors
      deliveries


o
            records
      employee arrivals and departures


o
            provides
      remote access


o
            provides
      a database of activity to and from the
facility





We also
expect to identify additional companies that may be interested in licensing
arrangements for sales to consumers. We believe the Eyetalk provides consumers
with the functions and features that are superior to those currently available
and offered by competitors. These include:





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


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


o
            allows
      remote access to visitors by the owner/occupant of the
      building


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


o
            detects
      intruders, allowing for an immediate response from the property
      owner


o
            serves
      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.


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


o
            alerts
      the owner of a power outage at the
facility.





We plan
to use the following business development strategies:





1)
            Move
      forward in our discussions with Virsalent to identify and then
      contact  companies in their database that meet the predetermined
      parameters that we believe demonstrate a potential for licensure of the
      EYETALK.


2)
            Use
      internal contacts in the local medical community to negotiate placement in
      hospital patient rooms, senior living rooms, recovery rooms and other
      medical applications.


3)
            Arrange
      a schedule of appearances at security industry trade shows and
      presentations to trade groups.


4)
            Continue
      development of phase one of our contract with Photonic
      Discovery/UNC-Charlotte Optoelectronics and Optical
      Communication





Sales
Strategy





We are
working with Virsalent to help us identify companies that may have immediate
uses for our technology. While we have not yet done so, we expect to enter into
an engagement agreement with Virsalent in the near future. Virsalent, is a
California corporation that has expertise in marketing and
sales   Our discussions with Virsalent revolve around the
development and execution of the sales and marketing plan for the Eyetalk system
to the public.The plan is to
develop a sales strategy that explores every possibility for generating revenue
such as:





—
              Direct
      Selling—
              Consumers,
      Internet, other direct marketing
methods





—
            Multi-Tiered
      Distribution


—
            Existing
      security companies


—
            Determined
      by Market Size


17


—
            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 efforts to start the commercialization phase have been delayed, due to our
efforts to improve upon the application of our hardware and software and for
further development of wireless broadband technology to manage our system more
efficiently.




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 that synergistically
improves communication between an exterior and an interior of a business or
residence and a remote location, enables messages to be stored and accessed from
both locally and remotely, 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. The DVMS module has a proximity sensor, a video camera, a
microphone, a speaker, an RF transmitter, and an RF receiver. The system also
has a computerized controller with a graphic user interface DVMS database
application. The computerized controller is in communication with a public
switching telephone network, and an RF switching device. 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 the Company’s offices and can be
inspected.





In March,
2007 we commenced a lawsuit in the Superior Courts of Mecklenburg County, North
Carolina against our prior patent attorneys. Our 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 we 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.





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 capablilities; however with two-way communication and a
programmable software interface.


18





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





REGULATION




We are
subject to the same federal, state and local laws as other companies conducting
business in the software field. Our products are subject to copyright laws. We
may become the subject of infringement claims or legal proceedings by third
parties with respect to our current or future products. In addition, we may
initiate claims or litigation against third parties for infringement of our
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.





Results
of Operations





Comparison
of Twelve months Periods Ended December 31, 2007 and December 31,
2008





Assets.  Assets
decreased by $12,292 to $48,020 as of December 31, 2008, or approximately 20%,
from $60,312 as of December 31, 2007. This decrease was primarily due to the
additional accumulated depreciation and amortization costs slightly offset by an
increase in patent costs associated with our Eyetyalk
Communicator.  This increase in patent costs are the result of further
work to protect and expand our patent.  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
decreased by $26,438 to $57,205 as of December 31, 2008, or approximately 31.6%,
from $83,643 as of December 31, 2007. The decrease was due to payments made on
accounts payable, offset by an increase in accrued payroll expenses, related to
a contingent liability that we have booked on unpaid capital
contributions.




Stockholders' Equity.Stockholders' equity increased by $14,146 to $(9,185) as of December 31,
2008 or approximately 60.6% from $(23,331) as of December 31, 2007. The increase
was due primarily to an increase in additional paid in capital from the notes
payable of  $307,500 that were converted to stock and offset by the
additional unpaid capital contributions $79,776.


Liquidity
and Capital Resources




General.Our
primary sources of cash have been sales of common stock through private
placements, notes converted to stock and loans from affiliates. 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
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. We did not renew the agreement with Absolutely New. We 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.  We are working with Virsalent to help us identify companies
that may have immediate uses for our technology. While we have not yet done so,
we expect to enter into an engagement agreement with Virsalent in the near
future. Virsalent, is a California corporation that has expertise in marketing
and sales   Our discussions with Virsalent revolve around the
development and execution of the sales and marketing plan for the Eyetalk system
to the public.


Cash Flows from Operating Activities.Net cash used in operations of $228,699  for the twelve-months
period ended December 31, 2008 was attributable to a net loss of $221,484 which
was offset by non-cash expense for depreciation and amortization $19,223 and
$26,438 was used to reduce accounts payable.


19




Cash Flows from Investing Activities.Net cash used by investing activities of $26,001 for the twelve-months
period ended December 31, 2008 was attributable to additional patent cost
capitalized $26,001 for investment in further development and protection of our
patent for the Eyetyalk Communicator.




Cash Flows from Financing Activities.Net cash provided by financing activities of $235,630 for the
twelve-months period ended December 31, 2008 was attributable to capital
contributions primarily from notes that were converted to stock and offset by
additional unpaid capital contributions of $79,776.





Recent
Accounting Pronouncements




In September 2006, the Financial
Accounting Standards Board ("FASB") issued Statement of FinancialAccounting Standard ("SFAS") No. 157, Fair Value Measurements (SFAS
No. 157). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and establishes a hierarchy that categorizes and
prioritizes the sources to be used to estimate fair value. SFAS No. 157
also expands financial statement disclosures about fair value measurements.
Under SFAS No. 157, fair value is defined as an exit price, representing
the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. SFAS 157
also establishes a three-tier hierarchy for inputs used in measuring fair value,
which prioritizes the inputs used in the valuation methodologies in measuring
fair value. On February 12, 2008, FASB issued FASB Staff Position (FSP) No.
FAS 157-2, Effective Date
of FASB Statement No. 157 (FSP 157-2), which delays the effective
date of SFAS No. 157 for one year for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis. We elected a partial
deferral of SFAS No. 157 under the provisions of FSP 157-2 related to the
measurement of fair value used when evaluating other long-lived assets for
impairment. On October 10, 2008, the FASB issued FSP 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active , (FSP
157-3), which clarifies application of SFAS No. 157 in a market that is not
active. FSP 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The Company does not expect that the
adoption of SFAS No. 157 or FSP 157-3 to have a material affect to its
financial statements.




In
June 2008, FSP EITF 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities," ("FSP
EITF 03-6-1"), was issued. FSP EITF 03-6-1 requires unvested
share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents to be treated as participating securities as defined in
EITF Issue No. 03-6, "Participating Securities and the Two-Class Method
under FASB Statement No. 128," and, therefore, included in the earnings
allocation in computing earnings per share under the two-class method described
in SFAS No. 128, "Earnings Per Share." FSP EITF 03-6-1 is effective
for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years. Upon adoption,
all previously reported earnings per share data must be retroactively adjusted
to conform with the requirements of the FSP. The Company is currently evaluating
the impact of the adoption of FSP EITF 03-6-1 on its calculation of
earnings per share.




"Safe
Harbor" Statement Under the Private Securities Litigation Reform Act of
1995




This
Annual Report on Form 10-K and certain information incorporated herein by
reference contain forward-looking statements within the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. All statements included
or incorporated by reference in this Annual Report on Form 10-K, other than
statements that are purely historical, are forward-looking
statements.




Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions also identify forward-looking statements.
Forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking statements.
These forward-looking statements are based on management's expectations as of
the date hereof, that necessarily contain certain assumptions and are subject to
certain risks and uncertainties. The Company does not undertake any
responsibility to update these statements in the future. The Company's actual
future performance and results could differ from that contained in or suggested
by these forward-looking statements as a result of the factors set forth in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the Business Risks described in Item 1 of this Report on
Form 10-K and elsewhere in the Company's filings with the Securities and
Exchange Commission.




Item 8.    Financial
Statements and Supplementary Data




The
information required as to this Item is incorporated by reference from the
consolidated financial statements and supplementary data listed in Item 15
of Part IV of this report.


20


Item 9.    Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure




None




Item 9A.    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.




Item 9B.    Other
Information




None.




PART
III




Item 10.    Directors
and Executive Officers and Corporate Governance




Directors
and Executive Officers.


Name
            Age
            TitleRonald
      Carter
            54
            Founder,
      President, CEO, DirectorGarry
      Stevenson
            58
            Vice
      President, DirectorBethiel
      Tesfasillasie
            35
            Vice
      President of Corporate Relations





Our Bylaws provide that we shall have
that number of directors determined by the majority vote of the board of
directors. Currently we have two directors.  Each director will serve
until our next annual shareholder meeting. Directors are elected for one-year
terms. Our Board of Directors elects our officers at the regular annual meeting
of the Board of Directors following the annual meeting of shareholders.
Vacancies may be filled by a majority vote of the remaining directors then in
office. Our directors and executive officers are as follows:


21





Ron Carter – Founder,
President, CEO and Director




Mr.
Carter is the inventor of the EYETALK.  He is a North Carolina native,
married with three children.  As a career government employee, Mr.
Carter has been responsible for housing code, planning and development in
several metropolitan areas in North Carolina.  Mr. Carter formerly
worked from the City of Charlotte as the Chief Housing Development Specialist
from 1995 until 2004.  Prior to this position, Mr. Carter was served
as the Housing Rehabilitation Supervisor in Winston-Salem, NC.





Mr.
Carter is a graduate of North Carolina A&T State University in Greensboro,
where he earned a BA degree in Political Science.  He is the 1988
recipient of the President’s Award presented by the North Carolina Section 8
Housing Association.  He also founded the Professional Housing
Rehabilitation Association of North Carolina Housing and served as Chairman of
Education and Training for the NC Community Development
Association.




Garry Stevenson – Vice
President, Director




Mr.
Stevenson is a successful and proven entrepreneur.  He has
been  the owner and CEO of Body Image, LLC, a fitness center for women
and Point of Love and Grace Inc. of Shelby, NC, a group home for boys, since
2000.  Mr. Stevenson has over thirty years of corporate experience; he
served as Senior Vice President of World Connect Communications from 1997 until
2003. He worked for twenty-five years in corporate management as Division
Manager at United Parcel Service where he retired in 1997.




Mr.
Stevenson received a Juris Doctor Degree from North Carolina Central University
School of Law in 1976.He is married and the father of three
children.




Bethiel Tesfasillasie– Vice
President of Corporate Relations




Ms.
Tesfasillasie is an established professional.  Ms. Tesfasillasie
became the youngest vice president at World Connect Communications from 1999
until 2001. She also had a successful career as a Quality Inspector Technician
for IBM from 1994 to 1998.  From 2001 and 2003 she was in the sales
and accounting department of a local car dealer. Ms. Tesfasillasie became a
licensed real estate agent in 2003 and continues her real estate from time to
time.




Ms.
Tesfasillasie was born in East Africa and moved to the United States with her
family when she was eleven years old.  She was raised in Charlotte, NC
and attended the Charlotte-Mecklenburg public schools.  Ms.
Tesfasillasie graduated from West Charlotte High School and received her
Bachelors Degree in Chemistry from University of North Carolina at
Charlotte.




Ms.
Tesfaillasie is a Board Member of the Charlotte Black Chamber of Commerce and
speaks four languages. In 2001, Ms. Tesfaillasie filed for protection from
creditors under a chapter of the U. S. Bankruptcy Code which was discharged and
closed in 2005.




Section 16(a)
Beneficial Ownership Reporting Compliance




Section 16(a)
of the Exchange Act requires our officers, directors, and persons who own more
than ten percent of a registered class of our equity securities to file
reports of securities ownership and changes in such ownership with the SEC and
NASDAQ. Officers, directors, and greater-than-ten-percent stockholders are
required by SEC regulations to furnish us with copies of all Section 16(a)
forms that they file.




Based
solely upon a review of Forms 3, Forms 4, and Forms 5 furnished to us pursuant
to Rule 16a-3 under the Exchange Act, we believe that all such forms
required to be filed pursuant to Section 16(a) of the Exchange Act during
the year ended December 31, 2008 were timely filed, as necessary, by the
officers, directors, and security holders required to file such forms, except
that Mr. Carter filed one Form 4 late.




Item 11.    Executive
Compensation




No
compensation was awarded to or paid to any executive officer or director of the
Company during the years 2004 through 2008 other than $46,937.03 recorded as
other income to our CEO Ron Carter.





The following table and the
accompanying notes provide summary information for each of the last four fiscal
years concerning cash and non-cash compensation paid or
accrued.


22


Summary
Compensation Table





Non-EquityName And
                                                    
                                                    
                                                    
                                                    Salary
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    Stock
                                                    
                                                    
                                                    Option
                                                    
                                                    
                                                    Incentive
      Plan
                                                    
                                                    
                                                    All
      OtherPrincipal Position
                                                    
                                                    Year
                                                    
                                                    ($)
                                                    
                                                    
                                                    Bonus
      ($)
                                                    
                                                    
                                                    Awards
                                                    
                                                    
                                                    Awards($)
                                                    
                                                    
                                                    Compensation
                                                    
                                                    
                                                    Compensation
      ($)
                                                    
                                                    
                                                    Total
      ($)Ronald
      Carter
                                                    
                                                    2004
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    $
                                                    0
                                                    
                                                    
                                                    
                                                    0Chairman
      of Board
                                                    
                                                    2005
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0And
      CEO
                                                    
                                                    2006
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02007
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02008
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    46,937
                                                    
                                                    
                                                    
                                                    46,937Gary
      Stevenson
                                                    
                                                    2004
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0CFO
                                                    
                                                    2005
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02006
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02007
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02008
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0Bethiel
      Tesfasillasie
                                                    
                                                    2004
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02005
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02006
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02007
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    02008
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0





The
officers have taken no salary but have taken 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 $187,172 and $107,396 in 2008 and 2007,
respectively and have been recorded as “Unpaid Capital
Contributions”.





The
Company expects these loans to be repaid on a rolling basis throughout the term
of the five year loans. After subtracting re-payments made and adding in
accumulated interest, the following balances were owed as of year end 2008 and
2007.




12/31/08
                      
                      
                      12/31/07Ron
      Carter
                      
                      $
                      116,499
                      
                      
                      $
                      49,756Garry
      Stevenson
                      
                      
                      30,269
                      
                      
                      
                      28,884Bethiel Tesfasillasie
                      
                      
                      40,404
                      
                      
                      
                      28,756$
                      187,172
                      
                      
                      $
                      107,396




In the
event that the loans are not fully repaid, any shortfall will be expensed as
salary to the officers. We do not consider these advances to be management
compensation, but we have been advised by tax counsel that there is a
possibility that the Internal Revenue Service may disagree with our position, in
which case we will be required to book the advances as compensation and will owe
applicable taxes on the entire amounts, together with possible penalties and
interest.





Item 12.    Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters





The following table contains certain
information as of December 31, 2008 as to the number of shares of Common
Stock beneficially owned by (i) each person known by the Company to own
beneficially more than 5% of the Company’s Common Stock, (ii) each person who is
a Director of the Company, (iii) all persons as a group who are Directors and
Officers of the Company, and as to the percentage of the outstanding shares held
by them on such dates and as adjusted to give effect to this
Offering.





Name and
      Position
                  
                  Shares
                  
                  
                  Current
                    PercentageRon
      Carter
                    President/CEO
      Director
                  
                  
                  10,366,960
                  
                  
                  
                  .5332Garry
      Stevenson Director
                  
                  
                  2,054,000
                  
                  
                  
                  .1056Bethiel
      Tesfasillasie
                  
                  
                  434,800
                  
                  
                  
                  .0233Totals
                  
                  
                  12,865,760
                  
                  
                  
                  66.122
                  %


23




Item 13.    Certain
Relationships and Related Transactions, and Director




Independence




On
January 19, 2005, we entered into a Consulting Services Agreement with
Sedgefield Capital Corporation, a North Carolina management consultant firm.
Sedgefield agreed to provide a range of advisory services including services
related to payments of the preparation of a suitable private placement and a
follow on registration statement seeking to register the shares sold in the 2005
private placement. Among other things, Sedgefield agreed to assist the company
in selecting securities counsel, auditors, transfer agents, edgarizing service
providers, provide assistance in the selection of accounting services. They have
also introduced the company to strategic partners for marketing, public
relations and distribution.





We have
paid Sedgefield $150,000 and 670,00 restricted common shares, to date under the
Agreement. Sedgefield owns approximately 3.45% 0f the issued and outstanding
shares of the Company. These fees were to cover the costs of legal and audit
expenses in connection with the public offering, initial listing in a recognized
securities manual such as Standard & Poors or Mergent, registration fees and
costs, costs of “Edgarization” and other services required for
effectiveness.   Sedgefield also assisted in
the  negotiatiations with our transfer agents, and has agreed to
assist in preparation of materials and to attend meetings, roadshows and
consultations with brokers and other industry professionals. A significant
portion of these services will continue at least for some time after we have
established a trading market. The Company expects that it will negotiate a new
agreement with Sedgefield at the conclusion of the current agreement but there
have been no discussions thus far. We are therefore unable to determine whether
there will be any further agreement or any fees payable for additional
services.





Gene
Johnston who is affiliated with Sedgefield, has agreed to assist the company
with bookkeeping and to work with our tax accountants and auditor in preparing
information requested.  These are areas that were not a part of the
agreement with Sedgefield.  Mr. Johnston is not under contract, but
has agreed to work on a month to month basis, until the company is in a position
to staff the accounting area.





As of
December 31, 2007 the Company mutually terminated a marketing and public
relations agreement with Red Moon Marketing, Inc. and NexCom, both of Charlotte,
North Carolina. These agreements involved marketing to a specific Fortune 1000
company, but discussions with that company ended in 2007. The company paid
$83,580.10 to NexCom (Chad T. Jenkins) along with 56,000 shares of restricted
common stock and $50,000 to Red Moon and 87,500 sharers of restricted common
stock. Red Moon created the website for the company and provided certain
maintenance and upgrades during the existence of their agreement. NexCom made
introductions to Motorola Corporation to enter into a joint venture or similar
manufacturing and marketing agreement. NexCom continued discussions on our
behalf and believed them to be successful until Motorola decided to completely
exit the security monitoring space to focus on core needs. Shortly thereafter we
terminated the agreement with NexCom





Unpaid
Capital Contributions





As of
December 31, 2008, the Company had Loans to Shareholders of approximately
$187,172 to its officers and directors.  As of December 31, 2007, the
outstanding loans were $107,396.  The advances carry an interest rate
of 5% and have been recorded as “Unpaid Capital Contributions”. In the event
that the loans are not fully repaid, any shortfall will be written off as
compensation expense in our income statement.




Stock
Option Agreements




The
Company has not entered into stock option agreements with the any individuals or
companies. The management does anticipate that to secure the services of certain
prospective employee that a stock option plan will need to be effective in the
very near future. The company anticipates that such a plan would allow for
options at competitive market rates.




Item 14.    Principal
Accounting Fees and Services




The
company incurred $19,880 fees for accounting and related
services.


24




Item 15.    Exhibits,
Financial Statement Schedules




(a)
            Documents
      included as part of this report:





1. The
consolidated financial statements for the Registrant are included in this
report.




Report
      of Independent Registered Public Accounting Firm
                                  
                                  26Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007;
                                  
                                  27Consolidated
      Statements of Stockholders' Equity for the years ended December 31,
      2008 and 2007;
                                  
                                  29Consolidated
      Statements of Cash Flows for the years ended December 31, 2008, and
      2007;
                                  
                                  30Notes
      to Consolidated Financial Statements
                                  
                                  31




2.
Schedule II Valuation and Qualifying Accounts for the years ended
December 31, 2008 and 2007.




All other
schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or the notes
thereto.




3. See
the Index to Exhibits on page 45 of this
Form 10-K.





(b)
            Exhibits required by
      Item 601 of
Regulation S-K.




See
item (a) 3 above.


25





FINANCIAL
INFORMATION





INDEPENDENT
AUDITORS REPORT





GREG
LAMB, CPA


6409
Viking Trail


Arlington,
TX 76001




The Board
of Directors and Shareholders of Revolutionary Concepts, Inc.




We have
audited the accompanying balance sheet of Revolutionary Concepts, Inc. as of
December 31, 2008 and December 31, 2007 and the related statements of loss,
shareholders' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accountability Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and December  31, 2007 and the results of its operations and its cash
flows for the years then ended in conformity with U.S. generally accepted
accounting principles.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring losses,
negative cash flows from operations and has a net working capital deficiency,
factors which raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regards to these matters are described in
note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




Greg
Lamb, CPA




March 31,
2009


26




Revolutionary
Concepts, Inc.


(A
Development Stage Company)





Balance
Sheet


as
of December 31, 2008 and December 31, 2007




12/31/08
                                              
                                              
                                              12/31/07ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              19,070Total
      Current Assets
                                              
                                              
                                              0
                                              
                                              
                                              
                                              19,070Fixed
      AssetsAccumulated
      Depreciation
                                              
                                              
                                              (8,237
                                              )
                                              
                                              
                                              (6,049
                                              )Computer
                                              
                                              
                                              11,331
                                              
                                              
                                              
                                              11,331Total
      Fixed Assets
                                              
                                              
                                              3,094
                                              
                                              
                                              
                                              5,282Other
      AssetsAccumulated
      Amortization
                                              
                                              
                                              (47,950
                                              )
                                              
                                              
                                              (30,915
                                              )Security
      Deposits
                                              
                                              
                                              1,500
                                              
                                              
                                              
                                              1,500Organizational
      Costs
                                              
                                              
                                              3,070
                                              
                                              
                                              
                                              3,070Patent
      Costs
                                              
                                              
                                              88,306
                                              
                                              
                                              
                                              62,305Total
      Other Assets
                                              
                                              
                                              44,926
                                              
                                              
                                              
                                              35,960TOTAL
      ASSETS
                                              
                                              $
                                              48,020
                                              
                                              
                                              $
                                              60,312LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
                                              
                                              $
                                              40,806
                                              
                                              
                                              $
                                              83,643Accrued
      Payroll expenses
                                              
                                              
                                              16,399
                                              
                                              
                                              
                                              -Total
      Current Liabilities
                                              
                                              
                                              57,205
                                              
                                              
                                              
                                              83,643Stockholders'
      EquityPreferred
      Stock 10,000,000 shares authorized, none issuedCommon Stock, .001
      par value, 19,442,511 sharesissued and
      outstanding, 65,000,000 authorized
                                              
                                              
                                              19,443
                                              
                                              
                                              
                                              18,812Paid
      in Capital
                                              
                                              
                                              1,530,313
                                              
                                              
                                              
                                              1,215,538Unpaid
      Capital contributions
                                              
                                              
                                              (187,172
                                              )
                                              
                                              
                                              (107,396
                                              )Deficit
      accumulated during the development stage
                                              
                                              
                                              (1,371,769
                                              )
                                              
                                              
                                              (1,150,285
                                              )(9,185
                                              )
                                              
                                              
                                              (23,331
                                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                              
                                              $
                                              48,020
                                              
                                              
                                              $
                                              60,312




See notes
to financial statements


27





Revolutionary
Concepts, Inc.


(A
Development Stage Company)





STATEMENT
OF INCOME (LOSS)


For
the years ending December 31, 2008 and 2007


and
the period from March 12, 2004 (Inception) to December 31, 2008





March
      12,
                                2004(Inception)
      toDecember
                                31,
                              
                              
                              December
                                31,
                              
                              
                              December31,2008
                              
                              
                              2007
                              
                              
                              2008OPERATING
      EXPENSESAutomobile
      Expense
                              
                              
                              2,000
                              
                              
                              
                              13,822
                              
                              
                              
                              15,822Bank
      Charges
                              
                              
                              823
                              
                              
                              
                              1,130
                              
                              
                              
                              4,584Depreciation
      and Amortization Expense
                              
                              
                              19,223
                              
                              
                              
                              21,703
                              
                              
                              
                              56,187Interest
      Expense
                              
                              
                              7,924
                              
                              
                              
                              266
                              
                              
                              
                              12,431License
      and Permits
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,253Office
      Expense
                              
                              
                              17
                              
                              
                              
                              10,308
                              
                              
                              
                              10,325Office
      Supplies
                              
                              
                              1,039
                              
                              
                              
                              6,635
                              
                              
                              
                              12,065Payroll
      taxes
                              
                              
                              6,981
                              
                              
                              
                              9,418
                              
                              
                              
                              16,399Printing
      and Reproduction
                              
                              
                              3,802
                              
                              
                              
                              2,052
                              
                              
                              
                              10,190Professional
      Fees
                              
                              
                              150,411
                              
                              
                              
                              386,306
                              
                              
                              
                              835,349Product
      Research and Development
                              
                              
                              -
                              
                              
                              
                              1,950
                              
                              
                              
                              280,206Taxes
                              
                              
                              724
                              
                              
                              
                              -
                              
                              
                              
                              1,241Telephone
      Expense
                              
                              
                              1,980
                              
                              
                              
                              3,778
                              
                              
                              
                              15,157Travel
      Expense
                              
                              
                              17,649
                              
                              
                              
                              6,686
                              
                              
                              
                              66,435Website
      Development
                              
                              
                              7,500
                              
                              
                              
                              2,700
                              
                              
                              
                              10,200Other
      Expenses
                              
                              
                              8,392
                              
                              
                              
                              4,160
                              
                              
                              
                              43,122Total
      Operating Expenses
                              
                              $
                              228,465
                              
                              
                              $
                              470,914
                              
                              
                              $
                              1,391,966OTHER
      INCOMEInterest
                              
                              
                              6,981
                              
                              
                              
                              6,196
                              
                              
                              
                              20,197NET
      (LOSS)
                              
                              $
                              (221,484
                              )
                              
                              
                              (464,718
                              )
                              
                              $
                              (1,371,769
                              )Weighted
      number of shares outstanding
                              
                              
                              17,990,042
                              
                              
                              
                              17,626,925
                              
                              
                              
                              17,863,880(Loss)
      per weighted number of shares outstanding
                              
                              
                              (0.01
                              )
                              
                              
                              (0.03
                              )
                              
                              
                              (0.08
                              )





See notes
to financial statements


28





Revolutionary
Concepts, Inc.


(A
Development Stage Company)





STATEMENTS
OF STOCKHOLDER'S ACUMULATED DEFICIT


For
the years ending December 31, 2008 and 2007


for
the years ended December 31, 2004, 2005, 2006, 2007 and 2008





RestatedRestated
                                                        
                                                        
                                                        Unpaid
                                                        
                                                        
                                                        RestatedNumber
      of
                                                        
                                                        
                                                        Par
                                                        
                                                        
                                                        Paid
      in
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        Accumulated
                                                        
                                                        
                                                        RestatedShares
                                                        
                                                        
                                                        Value
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        Contribution
                                                        
                                                        
                                                        (Deficit)
                                                        
                                                        
                                                        TotalBALANCE
      MARCH 12, 2004
                                                        
                                                        
                                                        10,000
                                                        
                                                        
                                                        
                                                        1
                                                        
                                                        
                                                        
                                                        32,499
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (3,991
                                                        )
                                                        
                                                        
                                                        28,509(Date
      of Inception)Contributed
      Capital
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        99,500
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        99,500Unpaid
      capital contributions
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (21,695
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (21,695
                                                        )Net
      (Loss)
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (86,084
                                                        )
                                                        
                                                        
                                                        (86,084
                                                        )BALANCE
      DECEMBER 31, 2004
                                                        
                                                        
                                                        10,000
                                                        
                                                        
                                                        $
                                                        1
                                                        
                                                        
                                                        $
                                                        131,999
                                                        
                                                        
                                                        $
                                                        (21,695
                                                        )
                                                        
                                                        $
                                                        (90,075
                                                        )
                                                        
                                                        $
                                                        20,230Shares
      issued after re-domicile
                                                        
                                                        
                                                        15,990,000
                                                        
                                                        
                                                        
                                                        15,999
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        15,999Shares for
      Professional services Issued
      February 2005 at $.10 per share
                                                        
                                                        
                                                        1,000,000
                                                        
                                                        
                                                        
                                                        1,000
                                                        
                                                        
                                                        
                                                        99,000
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        100,000Private Placement
      Memorandum I Issued
      from March 2005 to 12/31/05 at
      $.50 per share
                                                        
                                                        
                                                        850,000
                                                        
                                                        
                                                        
                                                        850
                                                        
                                                        
                                                        
                                                        455,151
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        456,001Unpaid
      capital contributions
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (130,532
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (130,532
                                                        )Net
      (Loss)
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (518,270
                                                        )
                                                        
                                                        
                                                        (518,270
                                                        )BALANCE
      DECEMBER 31, 2005
                                                        
                                                        
                                                        17,850,000
                                                        
                                                        
                                                        $
                                                        17,850
                                                        
                                                        
                                                        $
                                                        686,150
                                                        
                                                        
                                                        $
                                                        (152,227
                                                        )
                                                        
                                                        $
                                                        (608,345
                                                        )
                                                        
                                                        $
                                                        (56,572
                                                        )Private Placement
      Memorandum I Issued
      from 12/31/05 to March 2006 at
      $.50 per share
                                                        
                                                        
                                                        150,000
                                                        
                                                        
                                                        
                                                        150
                                                        
                                                        
                                                        
                                                        61,994
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        62,144Shares
      repurchased with cash
                                                        
                                                        
                                                        (144,000
                                                        )
                                                        
                                                        
                                                        (144
                                                        )
                                                        
                                                        
                                                        (9,500
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (9,644
                                                        )Capital
      contributions repaid
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        26,496
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        26,496Net
      (Loss)
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (77,222
                                                        )
                                                        
                                                        
                                                        (77,222
                                                        )BALANCE
      DECEMBER 31, 2006
                                                        
                                                        
                                                        17,856,000
                                                        
                                                        
                                                        $
                                                        17,856
                                                        
                                                        
                                                        $
                                                        738,644
                                                        
                                                        
                                                        $
                                                        (125,731
                                                        )
                                                        
                                                        $
                                                        (685,567
                                                        )
                                                        
                                                        $
                                                        (54,798
                                                        )Private Placement
      Memorandum II Issued
      from May 2007 to October 2007 at $.50 per
      share
                                                        
                                                        
                                                        642,200
                                                        
                                                        
                                                        
                                                        642
                                                        
                                                        
                                                        
                                                        320,458
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        321,100Shares
      for Professional services
                                                        
                                                        
                                                        313,500
                                                        
                                                        
                                                        
                                                        314
                                                        
                                                        
                                                        
                                                        156,436
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        156,750Capital
      contributions repaid
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        18,335
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        18,335Net
      (Loss)
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (464,718
                                                        )
                                                        
                                                        
                                                        (464,718
                                                        )BALANCE
      DECEMBER 31, 2007
                                                        
                                                        
                                                        18,811,700
                                                        
                                                        
                                                        $
                                                        18,812
                                                        
                                                        
                                                        $
                                                        1,215,538
                                                        
                                                        
                                                        $
                                                        (107,396
                                                        )
                                                        
                                                        $
                                                        (1,150,285
                                                        )
                                                        
                                                        $
                                                        (23,331
                                                        )Shares
      issued for retirement of debt
                                                        
                                                        
                                                        630,811
                                                        
                                                        
                                                        
                                                        631
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        631Paid
      in capital
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        314,775
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        314,775Unpaid
      capital contributions
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (79,776
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (79,776
                                                        )Net
      (Loss)
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (221,484
                                                        )
                                                        
                                                        
                                                        (221,484
                                                        )BALANCE
      DECEMBER 31, 2008
                                                        
                                                        
                                                        19,442,511
                                                        
                                                        
                                                        $
                                                        19,443
                                                        
                                                        
                                                        $
                                                        1,530,313
                                                        
                                                        
                                                        $
                                                        (187,172
                                                        )
                                                        
                                                        $
                                                        (1,371,769
                                                        )
                                                        
                                                        $
                                                        (9,185
                                                        )





See notes
to financial statements


29





Revolutionary
Concepts, Inc.


(A
Development Stage Company)





STATEMENTS
OF CASH FLOWS


For
the years ending December 31, 2008 and 2007


and
the period from March 12, 2004 (Inception) to December 31, 2008




March 12, 2004Year ended
                                
                                
                                Year ended
                                
                                
                                (Inception) toDecember 31,
                                
                                
                                December 31,
                                
                                
                                December 31,2008
                                
                                
                                2007
                                
                                
                                2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (Loss)
                                
                                $
                                (221,484
                                )
                                
                                
                                (464,718
                                )
                                
                                $
                                (1,371,769
                                )Adjustments to reconcile net loss
      to net cash from operating activities:Depreciation
      and amortization
                                
                                
                                19,223
                                
                                
                                
                                21,703
                                
                                
                                
                                56,187(Increase)
      in security deposits
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (1,500
                                )(Increase)
      in organizational costs
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (3,070
                                )Common
      stock shares and paid in capital for services
                                
                                
                                -
                                
                                
                                
                                156,750
                                
                                
                                
                                256,750Increase
      in (decrease) accounts payable and accrued expenses
                                
                                
                                (26,438
                                )
                                
                                
                                (8,347
                                )
                                
                                
                                57,205NET
      CASH USED BY OPERATING ACTIVITIES
                                
                                
                                (228,699
                                )
                                
                                
                                (294,612
                                )
                                
                                
                                (1,006,197
                                )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipment
                                
                                
                                -
                                
                                
                                
                                (2,987
                                )
                                
                                
                                (11,331
                                )Investment
      in patent costs
                                
                                
                                (26,001
                                )
                                
                                
                                (22,766
                                )
                                
                                
                                (88,306
                                )NET
      CASH USED BY INVESTING ACTIVITIES
                                
                                
                                (26,001
                                )
                                
                                
                                (25,753
                                )
                                
                                
                                (99,637
                                )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock shares from private placements
                                
                                
                                
                                
                                
                                
                                642
                                
                                
                                
                                1,642Issuance
      of common stock shares for retirement of notes payable
                                
                                
                                631
                                
                                
                                
                                -
                                
                                
                                
                                631Issuance
      of notes payable
                                
                                
                                307,500
                                
                                
                                
                                -
                                
                                
                                
                                307,500Retirement
      of notes payable
                                
                                
                                (307,500
                                )
                                
                                
                                -
                                
                                
                                
                                (307,500
                                )Paid
      in capital from private placements
                                
                                
                                -
                                
                                
                                
                                320,458
                                
                                
                                
                                837,603Capital
      contributions
                                
                                
                                314,775
                                
                                
                                
                                -
                                
                                
                                
                                462,774Common
      stock shares repurchased with cash
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (9,644
                                )Unpaid
      capital contributions
                                
                                
                                (79,776
                                )
                                
                                
                                18,335
                                
                                
                                
                                (187,172
                                )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                
                                
                                235,630
                                
                                
                                
                                339,435
                                
                                
                                
                                1,105,834NET
      INCREASE(DECREASE) IN CASH
                                
                                
                                (19,070
                                )
                                
                                
                                19,070
                                
                                
                                
                                0CASH
      BALANCE BEGINNING OF PERIOD
                                
                                
                                19,070
                                
                                
                                
                                0
                                
                                
                                
                                0CASH
      BALANCE END OF PERIOD
                                
                                $
                                0
                                
                                
                                
                                19,070
                                
                                
                                $
                                0SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                                
                                $
                                7,924
                                
                                
                                
                                266
                                
                                
                                $
                                6,379





See notes
to financial statements


30





REVOLUTIONARY
CONCEPTS, INC.




(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS as of December 31, 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.


31





REVOLUTIONARY
CONCEPTS, INC.




(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS as of December 31, 2008





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. Developmentis 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.




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.


32





REVOLUTIONARY
CONCEPTS, INC.




(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS as of December 31, 2008





NOTE 2 - ACCOUNTING
PRONOUNCEMENTS (continued)





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.





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


33





REVOLUTIONARY
CONCEPTS, INC.




(A
Development Stage Company)




NOTES
TO FINANCIAL STATEMENTS as of December 31, 2008




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 and 2008 the advances totaled $107,396
and $187,172, respectively.  These advances are described as unpaid
capital contributions for financial reporting purposes.




NOTE 4 – ACCOUNTS
PAYABLE





Accounts
      payable consist of the following:
                              
                              12/31/08
                              
                              
                              12/31/07Professional
      fees
                              
                              $
                              9,125
                              
                              
                              $
                              9,125Overdrawn
      bank accounts
                              
                              
                              1,298
                              
                              
                              
                              -Accrued
      payroll taxes
                              
                              
                              16,399
                              
                              
                              
                              9,418Legal
      fees
                              
                              
                              10,100
                              
                              
                              
                              10,100Consulting
      fees
                              
                              
                              20,283
                              
                              
                              
                              55,000$
                              57,205
                              
                              
                              $
                              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.


34





REVOLUTIONARY
CONCEPTS, INC.




(A
Development Stage Company)





NOTES
TO FINANCIAL STATEMENTS as of December 31, 2008





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.





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 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. The Company has issued 630,811 shares of restricted common stocks to the
note holders in exchange for the retirement of debt and interest
payable.


35




SIGNATURES




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




Revolutionary
      Concepts, Inc.By:
              /s/
      Ron Carter
              April
      14, 2009Ron
      CarterPresident
      and Chief Executive OfficerBy:
              /s/
      Garry Stevenson
              April
      14, 2009Garry
      StevensonChief
      Financial Officer, Principal Accounting Officer and
    Director


Exhibit
Index




The
following is a list of Exhibits on file with the commission:





Exhibit No.
                      
                      Description
      of Exhibit3.1*
                      
                      Articles
      of Incorporation3.2*
                      
                      Bylaws4.1*
                      
                      Form
      of Stock Certificate4.2*
                      
                      Form
      of Class A Warrant Certificate4.3*
                      
                      Form
      of Class B Warrant Certificate4.4*
                      
                      Warrant
      Agreement10.1*
                      
                      Agreement
      with Absolutely New10.2*
                      
                      Agreement
      with Dr. Jones10.3*
                      
                      Agreement
      with Tillman Wright10.4*
                      
                      Agreement
      with JDSL10.7*
                      
                      Consulting
      Agreement with Sedgefield Capital10.8*
                      
                      Additional
      Services Agreement with Sedgefield Capital14.1*
                      
                      Code
      of Ethics23.1
                      
                      Consent
      of Greg Lamb, CPA31.1
                      
                      Certification of our Chief
      Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of2002.(2)31.2
                      
                      Certification of our Chief
      Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of2002.(2)32.1
                      
                      Certification of our Chief
      Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.(2)32.2
                      
                      Certification of our Chief
      Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.(2)
  99.2*
                      
                      US
      Patent





·
              Previously
      filed as an Exhibit to the Company's Registration Statement on
      Form S-1 (Registration No. 333-151177)
      and incorporated herein by reference.


36