SECURITIES AND EXCHANGE
COMMISSION
 WASHINGTON,
D.C. 20549
  ––––––––––––––––
  FORM
10-K/A
 (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, 2009OrTRANSITION
      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
              
              OTCBB(Title of Class)None
  Securities
registered pursuant to section 12(g) of the Act:
   Indicate
by check mark if the registrant is well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o    No ý
   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 ý
   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 ý    No o
   Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files.  Yes  o  No ý
   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 ý
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o    No ý
   Aggregate
market value of voting stock held by non-affiliates as of December 31, 2009 -
there has been no trading market established to date.
   Common
shares outstanding as of May 17, 2010 was—19,601,611
  
 
 
 TABLE OF
CONTENTS
 
 PART I
              
              PAGEITEM
      1:
              BUSINESSITEM
      1A
              RISK
      FACTORS
              3ITEM
      2:
              PROPERTIES
              4ITEM
      3:
              LEGAL
      PROCEEDINGS
              6ITEM
      4:
              RESERVED  FOR
      SECURITIES EXCHANGE COMMISSION
              6PART IIITEM
      5:
              MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES
              7ITEM
      6:
              SELECTED
      FINANCIAL DATA
              7ITEM
      7:
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              7ITEM
      7A:
              QUANTITATIVE
      AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISK
              7ITEM
      8:
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              13ITEM
      9:
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              13ITEM
      9A(T):
              CONTROLS
      AND PROCEDURES
              13ITEM
      9B:
              OTHER
      INFORMATION
              13PART IIIITEM
      10:
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              14ITEM
      11:
              EXECUTIVE
      COMPENSATION
              15ITEM
      12:
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              15ITEM
      13:
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              16ITEM
      14:
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              16PART IV
              
              59ITEM
      15:
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              17SIGNATURES
              
              29
 
 
 2
   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
  The
company is 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.
 
 The
company’s  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 assist in
product specification development and project management. Since the
implementation of the EyeTalk technology is dependent on various other emerging
technologies (smart phone, 3G/4G broadband) the research and development has
coincided with the pace of these technologies. The system by design will provide
for continuous software development and updates.
 
 The
company has funded our development through three private offerings in 2005, 2007
and 2009. The company 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. The company has engaged third parties to assist in the commercialization
of the EyeTalk technology and have made partial payments, but The company will
require the proceeds from the exercise of the warrants or other funding to
complete the agreements.
 
 RCI is
currently involved in two lawsuits, one in state court regarding legal
malpractice, and one in federal court, to refute the false claims of a purported
inventor, Emmanuel Ozoeneh.
 RCI has
sued its former law firm for legal malpractice regarding the handling of RCI’s
foreign patent rights.  The Defendants moved to have the suit
dismissed, claiming that the state court did not have jurisdiction to hear the
case.  The Court ruled in favor of RCI, and the Defendants are now
appealing the ruling.
 
 RCI also
sued Emmanuel Ozoeneh in federal court.  Ozoeneh was a former business
partner in a prior business venture with CEO Ron Carter.  Ozoeneh
began making false claims that he was the inventor of the EyeTalk
system.  RCI filed suit in federal court to have Carter declared the
sole inventor.  Ozoeneh has countersued to be declared an inventor,
along with other business claims.  The case will come up for summary
judgment in May 2010.  By law, the current USPTO declaration that Ron
Carter is the sole inventor must be overturned only by clear and convincing
evidence.  To date, Ozoeneh has not submitted any affidavits which
support his claim of inventorship.
 
 Introduction
to the EyeTalk Communicator
  The
company has designed and patented a communications and monitoring system which
it expects to give users the ability to remotely and interactively monitor and
communicate with, and have control of an IP camera offering multiple
applications for use.
  The
EyeTalk is primarily a software platform with a hardware component of an
external unit deployed at a chosen location. The system communicates to the user
and also retrieves and stores information captured by the system
camera.  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 any
devices commonly available in the market place running windows mobile
technology.
 
 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 archive ability. The system utilizes smart technology to
synergistically improve communication, security, convenience, messaging, and
manage deliveries and guest. As a by-product, the system offers a solution to
municipalities across the nation burdened with the incidence of false alarms.
The EyeTalk system provides a means of owner verification prior to triggering an
alarm if desired.
 
 The
Company expects The EYETALK to provide three Primary benefits in the property
management space and as a mediacal monitoring and fall prevention
technology
 
 Preemption, Prevention and
Protection
  – The
EYETALK technology 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.  As a medical application, the EyeTalk technology provides
remote monitoring of patients and family members. The system incorporates fall
prevention technology and offers  a remote fall detection
technology.monitoring –
The EYETALK technology allows monitoring via handheld smart devices. The
technoloigy is very versatile and offers a wide range of uses and solutions
ranging from security to deliveries, confirming the safe arrival of school age
kids and daily safe entry management.
 
 Convenience and Efficiency
 
 – The EYETALK
technology may add convenience to home and business owners, providing remote
access, screening of visitors and acceptance and monitoring of packages. As a
medical monitoring solution, the systems remote video and 2 way audio connection
establishes a virual connection for instant and immediate
interractiion.
 
 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 802.11n or higher wireless LAN.
 
 The company 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. The company believes 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 EyeTalk systems are triggered and
activated by an array of inputs such as motion, biometric sensors, metal
detection underground fiber optic sensors, etc. When the system is activated by
a trigger, it is programmed to provide standard greetings, directives, commands,
etc.. The Eyetalk can then notify designated personnel and the system of the
triggering event, sending images of the current situation and permitting audible
response.
 
 The company expects to compete by
emphasizing the unique aspects of the Eyetalk in our marketing directly to
distributors and end users.. The company also intends 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, the company is 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. The company sustained net losses of $(210,996)
and $(529,763), for the years ended December 31, 2008 and  2009
respectively. The company has accumulated a deficit of $1,901,566, since
inception in March, 2004.  Further, it may incur significant losses
through 2010 and beyond, as it further develops and attempts to commercialize
the remote network camera video system.
 
 As of
December 31, 2009 the company had 19,601,611 shares of its common stock
outstanding (excluding any warrants.),
  Corporate
Information and History
 
 The
company was 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. The company 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. The company maintains a corporate website at
www.Revolutionaryconceptsinc.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. The company is
in the development stage and has not generated revenue from operations. The
company hopes to release its remote network camera video system into the general
marketplace in late 2010. The wireless infrastructure to fully support the
Eyetalk technology is still developing as the speed required for full video and
2way audio is very close
  3
  Item 1A.    RISK
FACTORS
  THE
COMPANY CANNOT ASSURE THAT IT WILL EVER GENERATE SIGNIFICANT REVENUES, DEVELOP
OPERATIONS, OR MAKE A PROFIT. ITS INDEPENDENT AUDITORS HAVE NOTED THAT THERE IS
SUBSTANTIAL DOUBT ABOUT THE ABILITY TO CONTINUE AS A GOING CONCERN.
 
 The
company’s independent auditors have noted that there is substantial doubt that
it can continue as a going concern. As reflected in our financial statements the
Company has had cumulative operating losses. The company currently has a
negative net worth, extremely limited cash and suffered net losses $(221,484) at
December 31, 2008 and $(529,798) at December 31, 2009. We had accumulated
deficits to our stockholder’s equity of $(1,371,769) and $(1,901,567) for the
years ended 2008 and 2009 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 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. The company has
booked these loans to shareholders as unpaid capital contributions on the
balance sheet. As of December 31, 2008, the Company had loans to shareholders of
approximately $187,172 to its officers and directors.  of December 31,
2009, the outstanding loans to the officers and directors were
$157,585.  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 The company has already accrued estimated payroll taxes due
at $18,440 as of 12/31/09.
 
 THE
COMPANY IS A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY FOR YOU TO
EVALUATE AND IT HAS NOT PROVEN AN ABILITY TO GENERATE PROFITS.
 
 The
company is a developmental stage company.  Although it has developed a
working prototype and has identified potential markets, it is still in the
research and development stage and expects to enter the commercialization phase
in late 2010.  The company has no meaningful revenues so it will be
difficult for you to evaluate an investment in the company’s securities. From
inception to date, the company has had no revenues. The company may never be
able to become profitable. You will be furnishing venture capital to the company
and will bear the risk of complete loss of your investment if the company is
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.
  THE
COMPANY HAS HAD NO REVENUES AND ANTICIPATE LOSSES FOR THE FORESEEABLE
FUTURE.
 
 Since
inception the company has had no revenues.  The company has not
achieved profitability and expects to continue to incur net losses throughout
fiscal 2010 and possibly subsequent fiscal periods.  The company
expects to incur significant operating expenses and, as a result, will need to
generate significant revenues to achieve profitability, which may not
occur.  Even if it does achieve profitability, it may be unable to
sustain or increase profitability on an ongoing basis.
  IF
THE COMPANY FAILS TO IMPLEMENT ITS COMMERCIALIZATION STRATEGY, THE BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY
AFFECTED.
 
 The
company’s future financial performance and success are dependent in large part
upon its ability to implement the commercialization strategy successfully. It
has engaged third party consultants to identify potential clients for the
company’s technology, although the company has no means to determine whether
this strategy will be successful. The company may not be able to successfully
implement its commercialization strategy with or without the involvement of
these third parties. If it is unable to do so, the long-term growth and
profitability may be adversely affected. Even if it is able to successfully
implement some or all of the initiatives of the business plan, operating results
may not improve to the extent it expects, 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, The company has misjudged the nature and extent of industry trends or
its competition; it may have difficulty achieving the strategic objectives. The
company may also decide to alter or discontinue certain aspects of its business
strategy at any time. Any failure to successfully implement the business
strategy may adversely affect the business, financial condition and results of
operations and thus the ability to service its indebtedness, including its
ability to make principal and interest payments on 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 it will
have adequate remedies for any breach, or that its 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 its 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 the company fails to provide
adequate proprietary protection, our names, brand name reputation, revenues and
potential profitability may be negatively affected.
  4
 
 THE
COMPANY EXPECTS TO HAVE ITS PRODUCT MANUFACTURED BY THIRD PARTIES OVER WHICH IT
HAS NO CONTROL AND IT CURRENTLY DOES NOT HAVE ANY AGREEMENTS FOR THE MANUFACTURE
OF THE PRODUCT. THE COMPANY IS SUBJECT TO FLUCTUATIONS IN THE COST AND
AVAILABILITY OF RAW MATERIALS AND THE POSSIBLE LOSS OF SUPPLIERS.
  While The
company has had discussions with third party suppliers regarding the manufacture
of its product, it currently has no arrangements. The company expects to depend
on third party manufacturers over which it will have no control. The company is
dependent upon the pricing by these companies and the availability and pricing
of raw materials to produce its products. The availability of suppliers and the
price and availability of the raw materials will be affected by numerous factors
beyond its control. The company does not have the resources, facilities or
experience to manufacture the 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 the
company’s.
 
 THE
COMPANY MAY HAVE INSUFFICIENT LIQUIDITY TO CONTINUE.
 
 The
company did not receive any proceeds from the sale of common stock from an S-1
offering, ;however, the Company will receive the exercise price for each warrant
exercised. If none of the warrants are exercised it will need additional sources
of capital or it may not be able to continue operations. The company is
devoting substantially all of its present efforts to establishing a new business
and will need additional capital to continue implementing the business plan. The
company has generated no revenue. If it cannot raise additional capital from the
exercise of its warrants, it will have to seek other sources of financing or it
may be forced to curtail or terminate business plans. There is no assurance that
additional sources of financing will be available at all or at a reasonable
cost.
 
 The
company has estimated the costs of completion of the commercialization at
$2,500,000, which represents the development of the medical application. The
residential application costs have 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 will have to initiate discussions
regarding loans through commercial banks or from other funding sources. It
expects to continue these discussions in the hopes of arranging financing to
provide sufficient liquidity.  There is no assurance that any of these
discussions will prove successful
 
 SALES, MARKETING AND DISTRIBUTION
CAPABILITIES HAVE NOT BEEN FULLY IMPLEMENTED. IF THE COMPANY FAILS TO
EFFECTIVELY SELL, MARKET AND DISTRIBUTE THE EYETALK PRODUCT,
THE  BUSINESS AND RESULTS OF OPERATIONS WILL
SUFFER.
 
 The
company does not currently have a sales staff, marketing plan or other
distribution facilities. It has engaged third parties to assist in identifying
potential users of the EYETALK technology. If it is unable to create sales,
marketing and distribution capabilities or enter into licensing and similar
agreements with third parties to perform these functions, it may not be able to
successfully commercialize the EYETALK product, In order to successfully
commercialize any of its product candidates, it must either internally develop
sales, marketing and distribution capabilities or make arrangements with third
parties to perform these services.
 
 THE
COMPANY MAY HAVE EXPOSURE TO LEGAL CLAIM THAT COULD CAUSE SIGNIFICANT
LOSSES.
  The
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 the company. There is no accurate method to predict the
extent of exposure to these potential claims. It may therefore be susceptible to
lawsuits that could cause it to incur substantial liabilities and/or limit
commercialization of its EYETALK product. Product liability insurance for the
technology industry is generally expensive, if available at all. The company
does not currently have any product liability insurance. If it is unable to
obtain sufficient insurance coverage on reasonable terms or to otherwise protect
against potential product liability claims, it may be unable to commercialize
the product candidates. A successful product liability claim brought against the
company in excess of its insurance coverage, if any, may cause it to incur
substantial liabilities and, as a result, the business may fail.
 
 COMPETITION IN THE ELECTRONIC
SECURITY WORLD IS FIERCE AND THE COMPANY MAY NOT BE ABLE TO COMPETE AND
SURVIVE.
 
 The
electronic security industry is very competitive. It is constantly changing and
the company expects competition to intensify in the future. Increased
competition will result in reduced profit margins on products.  The
company believes that its ability to compete successfully depends on a number of
factors, including establishing brand awareness and market presence on a rapid
basis; the quality of its marketing services; ease of use; and industry and
general economic trends.  The failure of any number of these factors
could cause additional losses.
 
 THE
PRINCIPAL STOCKHOLDERS CONTROL THE BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE
LITTLE OR NO PARTICIPATION IN THE BUSINESS AFFAIRS.
 
 Currently,
our principal stockholders own 65.19% of our common stock. As a result, they
will have control over all matters requiring approval by its stockholders
without the approval of minority stockholders.  In addition, they will
be able to elect all of the members of the Board of Directors, which will allow
them to control the 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 the
stockholders.  Accordingly, you will be limited in your ability to
affect change in how the company conducts business.
  THE COMPANY MAY INCUR SIGNIFICANT
COSTS TO ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING
REQUIREMENTS.
  The
company expects to incur significant costs associated with its 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. It expects all of these applicable rules and
regulations to increase the legal and financial compliance costs and to make
some activities more time-consuming and costly. While it has no experience as a
public company, it estimates that these additional costs will total
approximately $50,000 per year. The company also expects that these applicable
rules and regulations may make it more difficult and more expensive for it to
obtain director and officer liability insurance and it 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 to
attract and retain qualified individuals to serve on the board of directors or
as executive officers. It is currently evaluating and monitoring developments
with respect to these newly applicable rules, and cannot predict or estimate the
amount of additional costs that may be incurred or the timing of such
costs.
  THE
COMPANY HAS 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 THE COMPANY’S SECURITIES
 
 THE
COMPANY HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND YOU MAY NEVER RECEIVE
DIVIDENDS.   THERE IS A RISK THAT AN INVESTOR IN THE COMPANY WILL
NEVER SEE A RETURN ON INVESTMENT AND THE STOCK MAY BECOME
WORTHLESS.
 
 The
company has never paid dividends on its common stock. It intends to retain
earnings, if any, to finance the development and expansion of the business.
Future dividend policy will be at the discretion of the Board of Directors and
will be contingent upon future earnings, if any, the 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 the company 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.
 
 5
 
 THERE
IS CURRENTLY NO MARKET FOR THE COMPANY’S COMMON STOCK AND NO ASSURANCE THAT ONE
WILL DEVELOP.
 
 There is
currently no trading market for the company’s 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 its Common Stock is likely
to be very volatile, and numerous factors beyond its 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
the company’s Common Stock.  Further, there is no correlation between
the present limited market price of its Common Stock and revenues, book value,
assets or other established criteria of value.  The present limited
quotations of its Common Stock should not be considered indicative of the actual
value of the Company or its Common Stock
 
 Future
sales of the company’s common stock could put downward selling pressure on its
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 the company’s Common Stock in the public market,
or the perception that such sales could occur, could put downward selling
pressure on its shares, and adversely affect the market price of its 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.
 
 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 THE COMPANY.
 
 The most
recent offering price for the shares of $1.25 was arbitrarily determined by
management.  The offering price bears no relation to 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 the
March, 2005 private offering, the company 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 the
date is extended by management or the warrants are 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 the company’s
Common Stock. The company 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, it 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 THE COMPANY’S
COMMON STOCK AND FUTURE SALES OF ITS COMMON STOCK COULD PUT A DOWNWARD PRESSURE
ON THE PRICE OF YOUR SHARES AND ADVERSELY AFFECT THE PRICE OF YOUR
SHARES.
 
 Because
the principal stockholders own approximately 65.19% 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 the Common Stock price, causing the market price of the Common
Stock to decrease in value. In addition, this selling activity
could:
 
 §
              Decrease
      the level of public interest in its common
  stock;
 §
              Inhibit
      buying activity that might otherwise help support the market price of its
      common stock; and
 §
              Prevent
      possible upward price movements in its 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 its common stock and more than an independent appraisal
value of the company.
  BECAUSE THE COMPANY’S 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 the company’s common stock falls within the
definition of penny stock, these regulations require the delivery, prior to any
transaction involving its 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 the company’s common stock and the ability of
shareholders to sell its common stock in the secondary market is limited. As a
result, the market liquidity for its common stock is severely and adversely
affected. The company can provide no assurance that trading in its common stock
will not be subject to these or other regulations in the future, which would
negatively affect the market for its common stock.
  IF
A MARKET DEVELOPS FOR THE COMPANY’S SECURITIES THEY COULD BE VOLATILE AND MAY
NOT APPRECIATE IN VALUE.
 
 If a
market should develop for the company’s securities, of which there is 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 company operations, and a variety of
other factors, many of which are beyond the control of the Company, could cause
the market price of its 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 the company’s common stock. The company 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.  The company’s 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
  RCI is
currently involved in two lawsuits, one in state court regarding legal
malpractice, and one in federal court, to refute the false claims of a purported
inventor, Emmanuel Ozoeneh.
 
 RCI has
sued its former law firm for legal malpractice regarding the handling of RCI’s
foreign patent rights.  The Defendants moved to have the suit
dismissed, claiming that the state court did not have jurisdiction to hear the
case.  The Court ruled in favor of RCI, and the Defendants are now
appealing the ruling.
 
 RCI also
sued Emmanuel Ozoeneh in federal court.  Ozoeneh was a former business
partner in a prior business venture with CEO Ron Carter.  Ozoeneh
began making false claims that he was the inventor of the EyeTalk
system.  RCI filed suit in federal court to have Carter declared the
sole inventor.  Ozoeneh has countersued to be declared an inventor,
along with other business claims.  The case will come up for summary
judgment in May 2010.  By law, the current USPTO declaration that Ron
Carter is the sole inventor must be overturned only by clear and convincing
evidence.  To date, Ozoeneh has not submitted any affidavits which
support his claim of inventorship.
  Item 4.    RESERVED
FOR SECURITIES EXCHANGE COMMISSIONS
  6
  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 the company’s 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 the company’s Common Stock
is likely to be very volatile, and numerous factors beyond its 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
its Common Stock.  Further, there is no correlation between the
present limited market price of its Common Stock and revenues, book value,
assets or other established criteria of value.  The present limited
quotations of the company’s Common Stock should not be considered indicative of
the actual value of the Company or its Common Stock
 
 Future
sales of the company’s common stock could put downward selling pressure on its
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 the company’s common stock in the public market,
or the perception that such sales could occur, could put downward selling
pressure on its shares, and adversely affect the market price of its 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.
  The most
recent offering price for the shares of $1.25 was arbitrarily determined by the
company’s management.  The offering price bears no relation to its
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, 2009 or 2008.
  The
discussion and analysis of the company’s financial condition and results of
operations is based upon its 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 its 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. The company has described below what it
believes are its most critical accounting policies. SEE ALSO NOTES 1 and 2 TO
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
  (Included
in Accounting Standards Codification (“ASC”) 718 “Share Based Payment”,
previously SFAS No. 123(R) “Accounting for 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, 2009, no stock
options were committed to be issued to employees.
 
 7
 
 Income
taxes
 
 Income
taxes are accounted for under the asset and liability
method.  Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss carry forwards that are available to be
carried forward to future years for tax purposes.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.  When it is not considered to be more
likely than not that a deferred tax asset will be realized, a valuation
allowance is provided for the excess.  Although the Company has
significant loss carry forwards available to reduce future income for tax
purposes, no amount has been reflected on the balance sheet for deferred income
taxes as any deferred tax asset has been fully offset by a valuation
allowance.
 
 Use
of Estimates
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions, where applicable, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. While actual results could differ from
those estimates, management does not expect such variances, if any, to have a
material effect on the financial statements.
  Research
and Development Costs
 
 Research
and development costs are expensed as incurred in accordance with generally
accepted accounting principles in the United States of
America.  Research is planned search or critical investigation aimed
at discovery of new knowledge with the hope that such knowledge will be useful
in developing a new product or service or a new process or technique or in
bringing about a significant improvement to an existing product or
process.  Development is the translation of research findings or other
knowledge into a plan or design for a new product or process or for a
significant improvement to an existing product or process whether intended for
sale or use. It includes the conceptual formulation, design, and testing of
product alternatives, construction of prototypes, and operation of pilot plants.
It does not include routine or periodic alterations to existing products,
production lines, manufacturing processes, and other on-going operations even
though those alterations may represent improvements and it does not include
market research or market testing activities. Elements of costs shall be
identified with research and development activities as follows:  The
costs of materials and equipment or facilities that are acquired or constructed
for research and development activities and that have alternative future uses
shall be capitalized as tangible assets when acquired or constructed. The cost
of such materials consumed in research and development activities and the
depreciation of such equipment or facilities used in those activities are
research and development costs. However, the costs of materials, equipment, or
facilities that are acquired or constructed for a particular research and
development project and that have no alternative future uses and therefore no
separate economic values are research and development costs at the time the
costs are incurred.  Salaries, wages, and other related costs of
personnel engaged in research and development activities shall be included in
research and development costs. The costs of contract services performed by
others in connection with the research and development activities of an
enterprise, including research and development conducted by others in behalf of
the enterprise, shall be included in research and development
costs.
 
 Depreciation
 
 Is
computed using the straight-line method over the assets’ expected useful
lives.
 
 Amortization
 
 Deferred
charges are amortized using the straight-line method over five and six
years.
 
 Cash
and Cash Equivalents
 
 Cash and
cash equivalents include cash on hand, deposits in banks with maturities of
three months or less, and all highly liquid investments which are unrestricted
as to withdrawal or use, and which have original maturities of three months or
less.
 
 Concentrations
of Credit Risk
 
 Financial
instruments that subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents. The Company maintains its cash and cash
equivalents with high-quality institutions. Deposits held with banks may exceed
the amount of insurance provided on such deposits. Generally these deposits may
be redeemed upon demand and therefore bear minimal risk.
 
 Fair
Value of Financial Instruments
 
 The
carrying value of financial instruments including cash and cash equivalents,
receivables, accounts payable and accrued expenses, approximates their fair
value at December 31, 2009 due to the relatively short-term nature of these
instruments.
 
 Supplies
 
 Supplies
are experimental materials used for research and development
purpose.  Actual cost is used to value these materials and
supplies.
  Valuation
of Long-Lived Assets
 
 The
Company periodically analyzes its long-lived assets for potential impairment,
assessing the appropriateness of lives and recoverability of unamortized
balances through measurement of undiscounted operating cash flows on a basis
consistent with accounting principles generally accepted in the United States of
America.
 
 Intangible
and Other Long-Lived Assets, Net
 
 (Included
in Accounting Standards Codification (“ASC”) 350 “Goodwill and Other Intangible
Assets” previously SFAS No. 142 and  ASC 985 “Accounting for Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed” previously SFAS No.
86)
 
 Intangible
assets are comprised of software development costs and legal fees incurred in
order to obtain the patent.  The software development costs are
capitalized in accordance with SFAS 86.  Costs of producing product
masters incurred subsequent to establishing technological feasibility shall be
capitalized. Those costs include coding and testing performed subsequent to
establishing technological feasibility. Software production costs for computer
software that is to be used as an integral part of a product or process shall
not be capitalized until both (a) technological feasibility has been established
for the software and (b) all research and development activities for the other
components of the product or process have been completed.  The fees
incurred in order to obtain the patent are capitalized in accordance with SFAS
142 “Goodwill and Other Intangible Assets.  This Statement applies to
costs of internally developing identifiable intangible assets that an entity
recognizes as assets APB Opinion 17, paragraphs 5 and 6.  The Company
periodically analyzes its long-lived assets for potential impairment, assessing
the appropriateness of lives and recoverability of unamortized balances through
measurement of undiscounted operating cash flows on a basis consistent with
accounting principles generally accepted in the United States of
America.
 
 Comprehensive
Income
 
 (Included
in ASC 220 “Reporting Comprehensive Income” previously SFAS No.
130)
 
 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.
 
 8
 
 Unpaid
Capital Contributions
  “Unpaid Capital Contributions”are short-term loans to company 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 $157,585 in 2008 and 2009, 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 2009 as
follows:
 
 12/31/08                          
12/31/09
 Ron
Carter                              $116,499                            $83,675
 Garry  Stevenson                        30,269                              31,676
 Bethiel Tesfasillasie                  
40,404                              42,234
 $187,172                         $157,585
 
 In the
event that the loans are not fully repaid, any shortfall will be written off as
compensation expense in its 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.
 
 Overview
– Business Conditions
 
 The
company is 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.
 
 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. Since the implementation of the EyeTalk technology is dependent on
various other emerging technologies (smart phone, 3G/4G broadband) the research
and development has coincided with the pace of these technologies. The system by
design will provide for continuous software development and
updates.
 
 The
company has funded its development through three private offerings in 2005 ,
2007 and 2009. It 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. The company has engaged third parties to assist in the commercialization
of the EyeTalk technology and have made partial payments, but it will require
the proceeds from the exercise of the warrants or other funding to complete the
agreements.
 
 Introduction
to the Eyetalk Communicator
 
 The
company has  designed and patented a communications and monitoring
system which its expects 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
 
 The company 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:
 
 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.
 
 9
 
 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.
 
 The company 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.
 
 The company expects to compete by
emphasizing the unique aspects of the Eyetalk in its marketing directly to
distributors and end users. It will concentrate on 12 identified distributors in
Europe Mexico and the United States. It also intends 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
 
 The
company believes it has the capability to enter into a growing security
marketplace. It is 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.
EyeTalks ability to shift detection to a preemptive and preventive solution the
company hopes will give the EyeTalk technology a clear advantage.
  The
company also believes the Eyetalk has advantages over existing and competing
technologies. Many of these applications may not relate to the security field at
all, but may nonetheless be commercially useful. The additional commercial
benefits of the EYETALK include:
 
 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
 
 The
company also expects to identify additional companies that may be interested in
licensing arrangements for sales to consumers. It believes the Eyetalk provides
consumers with the functions and features that are superior to those currently
available and offered by competitors. These include:
 
 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.
 
 The
company plans to use the following business development strategies:
 
 1)
              Use
      internal contacts in the local medical community to negotiate placement in
      hospital patient rooms, senior living rooms, recovery rooms and other
      medical applications.
 2)
              Arrange
      a schedule of appearances at security industry trade shows and
      presentations to trade groups.
 3)
              Continue
      development of phase one of our contract with Photonic
      Discovery/UNC-Charlotte Optoelectronics and Optical
      Communication
 
 Sales
Strategy
 
 The
company is working with Virsalent to help identify companies that may have
immediate uses for its technology. While it has not yet done so, it expects to
enter into an engagement agreement with Virsalent in the near future. Virsalent,
is a California corporation that has expertise in marketing and
sales   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
  —
              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,
the company has delayed  the commercialization phase, due to its
efforts to improve upon the application of the hardware and software and for
further development of wireless broadband technology to manage our system more
efficiently.
 
 10
 
 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 the company commenced a lawsuit in the Superior Courts of Mecklenburg
County, North Carolina against its prior patent attorneys. The lawsuit alleges
that it 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.
 
 The
company believes its claims have merit in the lawsuit. It is unable to determine
what rights it may still have, if any, to patent or intellectual property
protection in other jurisdictions.
 
 COMPETITION
 
 The
company expects 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.
 
 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
 
 The
company is subject to the same federal, state and local laws as other companies
conducting business in the software field. Its products are subject to copyright
laws. The company may become the subject of infringement claims or legal
proceedings by third parties with respect to its current or future products. In
addition, it may initiate claims or litigation against third parties for
infringement of its proprietary rights, or to establish the validity of its
proprietary rights. Any such claims could be time-consuming, divert management
from its daily operations, result in litigation, cause product delays or lead it
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 it 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 it to cease the marketing or use of certain products, any of which could
have a material adverse effect on the business and operating
results.
 
 Results
of Operations
 
 Comparison
of Twelve months Periods Ended December 31, 2008 and December 31,
2009
 
 Assets.  Assets
decreased by $18,710 to $29,310 as of December 31, 2009, or approximately 39%,
from $48,020 as of December 31, 2008. 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 the company
applied for additional patent protection for a metal detection component, a
medical component that interfaces with nurse monitoring systems, a car seat
technology that permits gaming downloads together with the two way communication
features of EYETALK and an exterior pop-up device that pops upon triggering
events. The patents are currently pending.
 
 Liabilities.Total liabilities
increased by $285,876 to $343,081 as of December 31, 2009, or approximately
500%, from $57,205 as of December 31, 2008. The increase was primarily due to
increases accounts payable, notes payable, accrued payroll expenses, related to
a contingent liability that we have booked on unpaid capital
contributions.  As the company continued to develop its technology, it
has incurred additional development and legal cost associated with protecting
its IP rights and furthering the abilities of the technology.
 
 Stockholders' Equity.Stockholders' equity decreased by $304,586 to $(313,771) as of December
31, 2009 or approximately 332% from $(9,185) as of December 31, 2008 The
decrease was due primarily to increases in paid in capital from the issuance of
stock for professional services valued at $40,625 and losses of
$529,798.
 
 The
company is still a development-stage company and have not had revenues from our
operations or reached the level of our planned operations.  Our
general and administrative expenses were $537,227 and $228,465 for the years
ended December 31, 2009 and 2008, respectively.  General and
administrative expenses principally consist of those costs required to maintain
our corporate existence, and to meet our statutory requirements as a small
public reporting company.  Such costs include legal fees, accounting
fees, auditing fees, transfer agent costs, and other fees for filing our reports
with the Securities and Exchange Commission.  Other significant costs
include continued research and development and professional fees both related to
our further development of our principal product EYETALK and the related
patent.
  Liquidity
and Capital Resources
 
 General.The
company’s primary sources of cash have been sales of common stock through
private placements, notes converted to stock and loans from affiliates. It is a
developmental stage company and will rely upon more established third party
vendors for many aspects of the manufacture, sale and distribution of its
product, if it becomes commercially available in this regard.  The
company previously contracted with Absolutely New, Inc. a California company to
identify potential licenses from their database. Under the agreement, Absolutely
New identified approximately twenty companies that it believes have a particular
use for the EYETALK. The company did not renew the agreement with Absolutely
New. The company will nonetheless pay Absolutely New twenty percent of any
proceeds received as a result of the sale, license, assignment or transfer of
the EYETALK to one of the identified companies for 24 months the termination of
the agreement. The termination of the agreement was on September 28th,
2008.  The company has engaged Photonic Discovery/UNC-Charlotte
Optoelectronics and Optical Communication to design the hardware for the EyeTalk
system. We expect the software and other sensing technology will be developed by
Fusion Next, a North Carolina company. Since the implementation of the EyeTalk
technology is dependent on various other emerging technologies (smart phone,
3G/4G broadband) the research and development has coincided with the pace of
these technologies. The system by design will provide for continuous software
development and updates.  The company is working with Virsalent to
help it identify companies that may have immediate uses for the EyeTalk
technology. While it has not yet done so, the company expects to enter into an
engagement agreement with Virsalent in the near future. Virsalent, is a
California corporation that has expertise in marketing and
sales   the company’s discussions with Virsalent revolve around
the development and execution of the sales and marketing plan for the Eyetalk
system to the public.
 
 11
 
 Cash Flows from Operating Activities.Net cash used in operations of $184,587  for the twelve-months
period ended December 31, 2009 was attributable to a net loss of $529,798 which
was offset by non-cash expense for depreciation and amortization $18,710 and
$285,629 was due an increase in accounts payable and accrued expenses and 32,500
shares issued for professional services recorded at $1.25 per
share.
 
 Cash Flows from Investing Activities.Net cash provided by financing activities of $184,587 for the
twelve-month period ended December 31, 2009 was attributable to capital
contributions of $139,500 from a private placement and warrants for 20,000
shares in the amount of $15,500.  Plus the repayment of unpaid capital
contributions in the amount of $29,587
 
 Cash Flows from Financing Activities.Net cash provided by financing activities of $225,212 for the
twelve-months period ended December 31, 2009 was attributable to capital
contributions primarily from notes of approximately $20,000 and capital
contributions of $139,500 in a private placement and $32,500 for payment of
services from common stock for a total of $195,461.
 
 Recent
Accounting Pronouncements
 FASB
Accounting Standards Codification
 
 (Accounting
Standards Update (“ASU”) 2009-01)
 
 In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company’s
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company’s financial statements or
disclosures as a result of implementing the Codification during the fiscal year
ended December 31, 2009.
 
 As a
result of the Company’s implementation of the Codification during the fiscal
year ended December 31, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current annual financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
  Subsequent
Events
 
 (Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously
SFAS No. 165 “Subsequent Events”)
 
 SFAS No.
165 established general standards of accounting for and disclosure of events
that occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. SFAS No. 165 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. SFAS No.
165 became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s financial statements. The Company evaluated for
subsequent events through the issuance date of the Company’s financial
statements. No recognized or non-recognized subsequent events were
noted.
 
 Determination
of the Useful Life of Intangible Assets
 
 (Included
in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3
“Determination of the Useful Lives of Intangible Assets”)
 
 FSP
SFAS No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial
statements.
 
 Noncontrolling
Interests
 
 (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Financial Statements an amendment of ARB No. 51”)
 
 SFAS No.
160 changed the accounting and reporting for minority interests such that they
will be recharacterized as noncontrolling interests and classified as a
component of equity. SFAS No. 160 became effective for fiscal years beginning
after December 15, 2008
 with
early application prohibited. The Company implemented SFAS No. 160 at the start
of fiscal 2009 and no longer records an intangible asset when the purchase price
of a noncontrolling interest exceeds the book value at the time of buyout. The
adoption of SFAS No. 160 did not have any other material impact on the Company’s
financial statements.
 
 Consolidation
of Variable Interest Entities — Amended
 
 (To be
included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB
Interpretation No. 46(R)”)
 
 SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest
Entities regarding certain guidance for determining whether an entity is a
variable interest entity and modifies the methods allowed for determining the
primary beneficiary of a variable interest entity. The amendments include: (1)
the elimination of the exemption for qualifying special purpose entities, (2) a
new approach for determining who should consolidate a variable-interest entity,
and (3) changes to when it is necessary to reassess who should consolidate a
variable-interest entity. SFAS No. 167 is effective for the first annual
reporting period beginning after November 15, 2009, with earlier adoption
prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not
anticipate any material impact on the Company’s financial
statements.
  "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.
  12
 
 Item 8.    Financial
Statements and Supplementary Data
  The information required as to this
Item is incorporated by reference from the financial statements and
supplementary data listed in Item 15 of Part IV of this report.
  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.
  13
  PART
III
  Item 10.    Directors
and Executive Officers and Corporate Governance
  Directors and Executive
Officers.
 Name                                                      Age                                Title
 
 Ronald
Carter                                         55                                Founder,
President, CEO, Director
 
 Garry
Stevenson                                     59                                Vice
President, Director
 
 Bethiel
Tesfasillasie                              36                                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:
 
 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.
  14
 
 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 2009 other than $46,937 in 2008 and
$35,446 in 2009 recorded as other income and salary 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.
 
 Summary
Compensation Table
  Non-EquityName And
              
              
              
              Stock
              Option
              Incentive
      Plan
              All
      OtherPrincipal
      Position
              Year
              Salary
      ($)
              Bonus
      ($)
              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
              46,9372009
              35,446
              0
              0
              0
              0
              0
              35,446Gary
      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
              02009
              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
              02009
              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 $157,585 in 2008 and 2009,
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
2009.
 
 
 12/31/08                          
12/31/09
 Ron
Carter                              $116,499                            $83,675
 Garry  Stevenson                        30,269                              31,676
 Bethiel Tesfasillasie                  
40,404                              42,234
 $187,172                         $157,585
 
 In the
event that the loans are not fully repaid, any shortfall will be expensed as
salary to the officers. The company does 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 its position, in
which case it 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, 2009 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.
 
 Current
 
 Name and
Position                        Shares                                         Percentage
 
 Ron
      Carter
                President/CEO
      Director
              10,291,960
              .5251Garry
      Stevenson Director
              2,051,600
              .1047Bethiel
      Tesfasillasie
              434,800
              .0222Totals
              12,778,360
              65.2%
  15
  Item 13.    Certain
Relationships and Related Transactions, and Director Independence
  On January 19,
2005, the company 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.
 
 The
company paid Sedgefield $150,000 and 670,00 restricted common shares, to date
under the Agreement. Sedgefield owns approximately 3.42% 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  negotiations 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. The company is 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, 2009, the Company had Loans to Shareholders of approximately
$157,585 to its officers and directors.  As of December 31, 2008, the
outstanding loans were $187,172.  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 financial
statements for the years ended December 31, 2008 and 2009 have been audited by
our auditors.  Greg Lamb, CPA for year ended December 31, 2008 and by
Bongiovanni & Associates, P.A. for the year ended December 31, 2009.
 The Chief Executive Officer pre-approves all audit and non-audit services
prior to the performance of services by our independent
accountants.  The percentage of hours expended on the audit by persons
other than full time, permanent employees of each accounting firm was 20
hours.
 
 Audit
Fees
 
 Aggregate
fees billed to us during years ended December 31, 2009 and 2008 for professional
services by our principal accountants, for the audit of our annual financial
statements and the review of quarterly financial statements were $3,000 and
$2,000, respectively.
 
 Audit-Related
Fees
 
 There
were no fees billed to us in the previous two fiscal years for assurance and
related services our principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and that are not
reported in the previous paragraph.
 
 Tax
Fees
 
 Aggregate
fees billed to us during the years ended December 31, 2009 and 2008 for
professional services by our principal accountants for tax compliance, tax
advice, and tax planning were $500 and $1010, respectively.
 
 All
Other Fees
 
 Aggregate
fees billed during the years ended December 31, 2009 and 2008 for products or
other services by our principal accountants that are not reported in the
previous three paragraphs were $3,133 and $5,670, respectively.
 
 16
  Item 15.    Exhibits,
Financial Statement Schedules
  (a)Documents included as part of this
report:
 
 1. The
financial statements for the Registrant are included in this report.
 Balance Sheets at
      December 31, 2008 and
      2009;Statements of Operations for the
      years ended December 31, 2008 and
      2009;Statements of Stockholders'
      Deficit for the years ended December 31, 2008 and 2009;Statements of Cash Flows for the
      years ended December 31, 2008, and
      2009;Notes to Financial
      Statements
 
 2. See
the Index to Exhibits on page 38 of this Form 10-K.
 
 (b)Exhibits required by Item 601 of
Regulation S-K.
  See
item (a) 3 above.
  17
  REPORT
OF REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 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 the related statements of loss, shareholders' deficiency
and cash flows for the year 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 audit 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 audit provides 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 the results of its operations and its cash flows for the year 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.
   /s/ Greg Lamb,
CPA
 Greg
Lamb, CPA
   March 31,
2009
  18
  BONGIOVANNI
& ASSOCIATES, C.P.A.’s
 19720
Jetton Road, 3rd
Floor
 Cornelius,
North Carolina 28031 (USA)
 
 
 Report
of Independent Registered Public Accounting Firm
 
 
 To the
Board of Directors of
 Revolutionary
Concepts, Inc.
 
 We have
audited the accompanying balance sheet of Revolutionary Concepts, Inc. (“The
Company”) as of December 31, 2009, and the statements of loss, stockholders’
accumulated deficit, and cash flows for the year ended December 31,
2009. 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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight 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. The Company is not required to
have nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness for the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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 audit provides 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 Revolutionary Concepts, Inc. as of
December 31, 2009, and the results of its operations and its cash flows for the
year ended December 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.
  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.
 
 
 /s/ Bongiovanni &
Associates
 Bongiovanni
& Associates
 Certified
Public Accountants
 Cornelius,
North Carolina
 The
United States of America
 April
13, 2010
 
 19
 
 Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 Balance
Sheets
 as
of December 31,
 
 2009
              
              
              2008ASSETSCurrent
      AssetsCash
      and Cash Equivalents
              
              $
              -
              
              
              $
              -Total
      Current Assets
              
              
              -
              
              
              
              -Fixed
      AssetsAccumulated
      Depreciation
              
              
              (10,425
              )
              
              
              (8,237
              )Computer
              
              
              11,331
              
              
              
              11,331Total
      Fixed Assets
              
              
              906
              
              
              
              3,094Other
      AssetsAccumulated
      Amortization
              
              
              (64,472
              )
              
              
              (47,950
              )Security
      Deposits
              
              
              1,500
              
              
              
              1,500Organizational
      Costs
              
              
              3,070
              
              
              
              3,070Patent
      Costs
              
              
              88,306
              
              
              
              88,306Total
      Other Assets
              
              
              28,404
              
              
              
              44,926TOTAL
      ASSETS
              
              $
              29,310
              
              
              $
              48,020LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable
              
              $
              303,822
              
              
              $
              40,806Notes
      Payable
              
              
              20,819
              
              
              
              -Accrued
      Payroll expenses
              
              
              18,440
              
              
              
              16,399Total
      Current Liabilities
              
              
              343,081
              
              
              
              57,205Stockholders'
      EquityPreferred
      Stock 10,000,000 shares authorized, none issuedCommon
      Stock, .001 par value, 19,581,611 sharesissued
      and outstanding, 65,000,000 authorized
              
              
              19,607
              
              
              
              19,443Paid
      in Capital
              
              
              1,725,774
              
              
              
              1,530,313Unpaid
      Captal contributions
              
              
              (157,585
              )
              
              
              (187,172
              )Deficit
      accumulated during the development stage
              
              
              (1,901,567
              )
              
              
              (1,371,769
              )(313,771
              )
              
              
              (9,185
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              29,310
              
              
              $
              48,020
 
 See notes
to financial statements
 
 20
  Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 STATEMENT
OF INCOME (LOSS)
 For
years ending December 31, 2008 and 2009
 and
the period from March 12, 2004 (Inception) to December 31, 2009
  March
      12, 2004Year
      Ending
              
              
              Year
      Ending
              
              
              (Inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009OPERATING
      EXPENSESAutomobile
      Expense
              
              
              $
              4,608
              
              
              $
              2,000
              
              
              $
              20,879Bank
      Charges
              
              
              
              1,537
              
              
              
              823
              
              
              
              6,121Compensation
              
              
              
              35,446
              
              
              
              -
              
              
              
              35,446Depreciation
      and Amortization Expense
              
              
              18,710
              
              
              
              19,223
              
              
              
              74,897Interest
      Expense
              
              
              
              608
              
              
              
              7,924
              
              
              
              12,032License
      and Permits
              
              
              
              3,580
              
              
              
              -
              
              
              
              5,833Office
      Expense
              
              
              
              3,476
              
              
              
              17
              
              
              
              13,801Office
      Supplies
              
              
              
              1,474
              
              
              
              1,039
              
              
              
              13,594Payroll
      taxes
              
              
              
              4,985
              
              
              
              6,981
              
              
              
              21,384Printing
      and Reproduction
              
              
              
              4,455
              
              
              
              3,802
              
              
              
              15,050Professional
      Fees
              
              
              
              381,273
              
              
              
              150,411
              
              
              
              970,510Product
      Research and Development
              
              
              37,687
              
              
              
              -
              
              
              
              560,958Taxes
              
              
              
              600
              
              
              
              724
              
              
              
              1,841Telephone
      Expense
              
              
              
              4,948
              
              
              
              1,980
              
              
              
              20,105Travel
      Expense
              
              
              
              26,489
              
              
              
              17,649
              
              
              
              95,134Website
      Development
              
              
              
              2,825
              
              
              
              7,500
              
              
              
              13,025Other
      Expenses
              
              
              
              4,526
              
              
              
              8,392
              
              
              
              48,583Total
      Operating Expenses
              
              $
              537,227
              
              
              $
              228,465
              
              
              $
              1,929,193OTHER
      INCOMEInterest
              
              
              
              7,429
              
              
              
              6,981
              
              
              
              27,626NET
      (LOSS)
              
              
              $
              (529,798
              )
              
              
              (221,484
              )
              
              $
              (1,901,567
              )-Weighted
      number of shares outstanding
              
              
              18,443,890
              
              
              
              17,990,042
              
              
              
              18,443,890(Loss)
      per weighted number of sharesoutstanding
              
              
              
              (0.03
              )
              
              
              (0.01
              )
              
              
              (0.10
              )
 See notes
to financial statements
 
 21
 
 Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 STATEMENTS
OF STOCKHOLDER'S ACUMULATED DEFICIT
 For
the years ending December 31,
 2004,
2005, 2006, 2007, 2008 and 2009
 
 UnpaidNumber
      of
              
              Par
              
              Paid
      in
              
              Capital
              
              AccumulatedShares
              
              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
              
              1,000,000
              
              1,000
              
              99,000
              
              
              
              
              
              100,000Issued
      February 2005 at $.10 per sharePrivate
      Placement Memorandum I
              
              850,000
              
              850
              
              455,151
              
              
              
              
              
              456,001Issued
      from March 2005 to 12/31/05at
      $.50 per shareUnpaid
      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
              
              150,000
              
              150
              
              61,994
              
              
              
              
              
              62,144Issued
      from 12/31/05 to March 2006at
      $.50 per shareShares
      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
              
              642,200
              
              642
              
              320,458
              
              
              
              
              
              321,100Issued
      from May 2007 to October 2007at
      $.50 per shareShares
      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)Shares
      issued for warrants
              
              20,000
              
              20
              
              15,480
              
              
              
              
              
              15,50016410,000
      Class A @ .65/share10,000
      Class B @ .90 / sharePrivate
      Placement Memorandum III
              
              
              
              111,600
              
              112
              
              139,388
              
              
              
              
              
              139,500Issued
      from April 21 to Sept 30, 2009@
      $1.25 / shareShares
      for professional services
              
              
              
              32,500
              
              32
              
              40,593
              
              
              
              
              
              40,625Unpaid
      capital contributions
              
              
              
              
              
              
              
              29,587
              
              
              
              29,587Net
      (Loss)
              
              
              
              
              
              
              
              
              
              
              
              (529,798)
              
              (529,798)BALANCE
      DECEMBER 31, 2009
              
              19,606,611
              $
              19,607
              $
              1,725,774
              $
              (157,585)
              $
              (1,901,567)
              $
              (313,771)
  See notes
to financial statements
 
 22
 
 Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 STATEMENTS
OF CASH FLOWS
 For
the years ending December 31, 2008 and 2009
 and
the period from March 12, 2004 (Inception) to December 31, 2009
  March
      12, 2004Year
      ended
              
              
              Year
      ended
              
              
              (Inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (Loss)
              
              $
              (529,798
              )
              
              
              (221,484
              )
              
              $
              (1,901,567
              )Adjustments
      to reconcile net loss to net cash from operating
    activities:Depreciation
      and amortization
              
              
              18,710
              
              
              
              19,223
              
              
              
              74,897(Increase)
      in security deposits
              
              
              -
              
              
              
              -
              
              
              
              (1,500
              )(Increase)
      in organizational costs
              
              
              -
              
              
              
              -
              
              
              
              (3,070
              )Common
      stock shares and paid in capital for services
              
              
              40,625
              
              
              
              -
              
              
              
              297.375Increase
      in (decrease) accounts payable and accrued expenses
              
              
              285,,876
              
              
              
              (26,438
              )
              
              
              343,081NET
      CASH USED BY OPERATING ACTIVITIES
              
              
              (184,587
              )
              
              
              (228,699
              )
              
              
              (1,190,784
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipment
              
              
              -
              
              
              
              -
              
              
              
              (11,331
              )Investment
      in patent costs
              
              
              -
              
              
              
              (26,001
              )
              
              
              (88,306
              )NET
      CASH USED BY INVESTING ACTIVITIES
              
              
              (26,001
              )
              
              
              (26,001
              )
              
              
              (99,637
              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock shares from private placements
              
              
              112
              
              
              
              
              
              
              
              1,754Issuance
      of common stock shares for warrants
              
              
              20
              
              
              
              
              
              
              
              20Issuance
      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 and warrants
              
              
              154,868
              
              
              
              -
              
              
              
              992,471Capital
      contributions
              
              
              -
              
              
              
              314,775
              
              
              
              462,774Common
      stock shares repurchased with cash
              
              
              -
              
              
              
              -
              
              
              
              (9,644
              )Unpaid
      capital contributions
              
              
              29,587
              
              
              
              (79,776
              )
              
              
              (157,585
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              184,587
              
              
              
              235,630
              
              
              
              1,290,421NET
      INCREASE(DECREASE) IN CASH
              
              
              0
              
              
              
              (19,070
              )
              
              
              0CASH
      BALANCE BEGINNING OF PERIOD
              
              
              0
              
              
              
              19,070
              
              
              
              0CASH
      BALANCE END OF PERIOD
              
              $
              0
              
              
              
              0
              
              
              $
              0SUPPLEMENTAL
      DISCLOSURESInterest
      paid
              
              $
              606
              
              
              
              7,924
              
              
              $
              6,379
 
   23
 
 REVOLUTIONARY
CONCEPTS, INC.
  (A
Development Stage Company)
   NOTES
TO FINANCIAL STATEMENTS as of December 31, 2009
  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
 
 24
 
 REVOLUTIONARY
CONCEPTS, INC.
  (A
Development Stage Company)
   NOTES
TO FINANCIAL STATEMENTS as of December 31, 2009
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 not that
a deferred tax asset will be realized, a valuation allowance is provided for the
excess.  Although the Company has significant loss carry forwards
available to reduce future income for tax purposes, no amount has been reflected
on the balance sheet for deferred income taxes as any deferred tax asset has
been fully offset by a valuation allowance.
 
 Loss per share –
Basic loss per share has been calculated using the weighted average number of
common shares issued and outstanding during the year.
 
 Use of Estimates
-The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions, where applicable, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. While actual results could differ from
those estimates, management does not expect such variances, if any, to have a
material effect on the financial statements.
 
 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 – RECENT ACCOUNTING
PRONOUNCEMENTS
  
 The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.
 
 FASB
Accounting Standards Codification
 
 25
  REVOLUTIONARY
CONCEPTS, INC.
  (A
Development Stage Company)
   NOTES
TO FINANCIAL STATEMENTS as of December 31, 2009
  NOTE 2 – RECENT ACCOUNTING
PRONOUNCEMENTS (CONTINUED)
  (Accounting
Standards Update (“ASU”) 2009-01)
 
 In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company’s
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company’s financial statements or
disclosures as a result of implementing the Codification during the fiscal year
ended December 31, 2009.
 
 As a
result of the Company’s implementation of the Codification during the fiscal
year ended December 31, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current annual financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
 
 Subsequent
Events
 
 (Included
in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously
SFAS No. 165 “Subsequent Events”)
 
 SFAS No.
165 established general standards of accounting for and disclosure of events
that occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. SFAS No. 165 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. SFAS No.
165 became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s financial statements. The Company evaluated for
subsequent events through the issuance date of the Company’s financial
statements. No recognized or non-recognized subsequent events were
noted.
 
 Determination
of the Useful Life of Intangible Assets
 
 (Included
in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3
“Determination of the Useful Lives of Intangible Assets”)
 
 FSP
SFAS No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial
statements.
 
 Noncontrolling
Interests
 
 (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Financial Statements an amendment of ARB No. 51”)
 
 SFAS No.
160 changed the accounting and reporting for minority interests such that they
will be recharacterized as noncontrolling interests and classified as a
component of equity. SFAS No. 160 became effective for fiscal years beginning
after December 15, 2008
 
 26
 
 REVOLUTIONARY
CONCEPTS, INC.
  (A
Development Stage Company)
   NOTES
TO FINANCIAL STATEMENTS as of December 31, 2009
  NOTE 2 – RECENT ACCOUNTING
PRONOUNCEMENTS (CONTINUED)
  with
early application prohibited. The Company implemented SFAS No. 160 at the start
of fiscal 2009 and no longer records an intangible asset when the purchase price
of a noncontrolling interest exceeds the book value at the time of buyout. The
adoption of SFAS No. 160 did not have any other material impact on the Company’s
financial statements.
 
 Consolidation
of Variable Interest Entities — Amended
 
 (To be
included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB
Interpretation No. 46(R)”)
 
 SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest
Entities regarding certain guidance for determining whether an entity is a
variable interest entity and modifies the methods allowed for determining the
primary beneficiary of a variable interest entity. The amendments include: (1)
the elimination of the exemption for qualifying special purpose entities, (2) a
new approach for determining who should consolidate a variable-interest entity,
and (3) changes to when it is necessary to reassess who should consolidate a
variable-interest entity. SFAS No. 167 is effective for the first annual
reporting period beginning after November 15, 2009, with earlier adoption
prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not
anticipate any material impact on the Company’s financial
statements.
  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, 2008 and 2009 the advances totaled $187,182
and $157,585, 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                      12/31/09
 
 Professional
fees                                          
$  9,125                         $  94,235
 Overdrawn bank
accounts                                 
 1,298                                
 247
 Accrued
payroll
taxes                                       16,399                            18,348
 Legal
fees                                                    
     10,100                            67,792
 Consulting
fees                                              
20,283                          123,200
 $57,205                      $303,822
  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.
 
 27
  REVOLUTIONARY
CONCEPTS, INC.
  (A
Development Stage Company)
  NOTES
TO FINANCIAL STATEMENTS as of December 31, 2009
  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.  During 2009, the company raised $139,500 in a private
placement priced at $1.25 per share for a total of 111,600 shares and had 10,000
Class A warrants exercised at $0.65 per share and 10,000 Class B warrants
exercised at $0.90 per share, for 20,000 common shares.
 
 NOTE 7 – ITELLECTUAL
PROPERTY
 
 The
patent no. US 7,193644 B2, for the prototype was successfully obtained on March
20, 2007.  In accordance with FASB 86, the Company has established a
technological feasibility date on July 21, 2004, the date that Phase I was
delivered and presented.  The software development costs have been
analyzed and it has been determined that all software development costs were
incurred subsequent to the feasibility date.  The useful life of
capitalized software costs has been assumed to be 5 years.  Total
software development costs were $32,200 and the appropriate minimum amortization
has been taken, also in accordance with FASB 86.
 
 NOTE 8 – INTANGIBLE
ASSETS
 
 Intangible assets are
comprised of software development costs and legal fees incurred in order to
obtain the patent.  The software development costs are capitalized in
accordance with FASC 985-20-25-4 Costs of producing product masters incurred
subsequent to establishing technological feasibility shall be capitalized. Those
costs include coding and testing performed subsequent to establishing
technological feasibility. Software production costs for computer software that
is to be used as an integral part of a product or process shall not be
capitalized until both (a) technological feasibility has been established for
the software and (b) all research and development activities for the other
components of the product or process have been completed.  The fees
incurred in order to obtain the patent are capitalized in accordance with FASC
350-30-15-3.  This Statement applies to costs of internally developing
identifiable intangible assets that an entity recognizes as assets APB Opinion
17, paragraphs 5 and 6.  The carrying value of software development
costs and patent costs are $32,200 and $56,001 respectively as of 12/31/09 and
these intangible assets are amortized over an estimated useful life of 5
years.
 
 NOTE 9 – 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. In the year ended December 31, 2009, the company issued 32,500
shares for professional services.  This transaction was recorded in
accordance with FASB 123R at $1.25 per share.
 
 NOTE 10 – 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.
 
 NOTE 11 – GOING
CONCERN
 
 The
losses sustained by the company raise substantial doubt about the Company’s
ability to continue as a going concern.  These financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
  28
 
 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                                                                           May
17, 2010
 Ron
Carter
 President
and Chief Executive Officer
 
 By: /s/ Garry
Stevenson                                                                 May
17, 2010
 Garry
Stevenson
 Chief
Financial Officer, Principal Accounting Officer and Director
  29
 
 Exhibit Index
 
 The
following is a list of Exhibits on file with the commission:
 
 Exhibit
      No.
              
              Description
      of Exhibit
 
 3.1*              
      Articles of Incorporation
                
                3.2*              
      Bylaws
                
                4.1*               Form
      of Stock Certificate
                
                4.2*               Form
      of Class A Warrant Certificate
                
                4.3*               Form
      of Class B Warrant Certificate
                
                4.4*               Warrant
      Agreement
                
                10.1*             Agreement
      with Absolutely New
                
                10.2*             Agreement
      with Dr. Jones
                
                10.3*             Agreement
      with Tillman Wright
                
                10.4*             Agreement
      with JDSL
                
                10.7*             Consulting
      Agreement with Sedgefield Capital
                
                10.8*             Additional
      Services Agreement with Sedgefield Capital
                
                14.1*             Code
      of Ethics
                
                31.1             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.