SECURITIES AND EXCHANGE
COMMISSION
 WASHINGTON,
D.C. 20549
  ––––––––––––––––
  FORM
10-K
  (Mark
      One)x
              
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended December 31, 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
  Securities
registered pursuant to section 12(g) of the Act:
 (Title of Class)None
  Indicate
by check mark if the registrant is well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o    No 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 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 April 14, 2010 was—19,601,611
  1
 
 
 TABLE OF
CONTENTS
 
 PART I
              
              PAGEITEM
      1:
              BUSINESS
              3ITEM
      1A
              RISK
      FACTORS
              4ITEM
      2:
              PROPERTIES
              7ITEM
      3:
              LEGAL
      PROCEEDINGS
              7ITEM
      4:
              RESERVED
      FOR SEC
              7PART IIITEM
      5:
              MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES
              7ITEM
      6:
              SELECTED
      FINANCIAL DATA
              8ITEM
      7:
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              8ITEM
      7A:
              QUANTITATIVE
      AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISKITEM
      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
              14ITEM
      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
              16SIGNATURES
              
              16
 
 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
  We are a
development stage company with no history of revenue. The company was
incorporated as a Nevada corporation on February 28, 2005 to reincorporate and
re-domesticate two existing North Carolina entities; Revolutionary Concepts, Inc
and DVMS, LLC. The company intends to develop and market camera technologies
that enable remote monitoring.
 
 Our
efforts to date have been devoted to establishing a video remote monitoring
system that permits interactive two-way communications called the EyeTalk
Communicator (“EYETALK”). The company has engaged Photonic
Discovery/UNC-Charlotte Optoelectronics and Optical Communication to 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.
 
 We have
funded our development through three private offerings in 2005, 2007 and 2009.
We also borrowed $307,500 from four non-related parties at 4% interest to fund
ongoing operations, and patent new applications. These promissory notes began to
become due in October 2008 and were repaid in November 2008 by issuing 630,811
shares of restricted commons stock from authorized shares. We have engaged third
parties to assist in the commercialization of the EyeTalk technology and have
made partial payments, but we will require the proceeds from the exercise of the
warrants or other funding to complete the agreements.
 
 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
  We have
designed and patented a communications and monitoring system which we expect to
give users the ability to remotely and interactively monitor and communicate
with, and have control of an IP camera 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.
 
 Management believes that the Eyetalk
technology significantly differs from existing systems. The Eyetalk allows two
way communication via a wireless network camera that communicates with a variety
of other remote communication devices such as cell phones, PDAs, smart phones,
computers, security and video monitoring devices. Due to its software interface
the Eyetalk can be used to greet visitors, provide instructions to delivery
personnel, interact between remote staff and patients in medical settings, as
well as in security applications.
 
 Further, the Eyetalk allows security
owners monitoring personnel to more accurately recognize and address the threat
presented as well as verifying a true threat. We believe this will relieve the
large number of false alarm security calls and unneeded emergency personnel
visits. Unlike many competitors the Eyetalk system is not dependent on the
internet although it can use the internet as a platform.
 
 The 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.
 
 We expect to compete by emphasizing
the unique aspects of the Eyetalk in our marketing directly to distributors and
end users.. We also intend to compete by direct contact with larger end users
such as hospitals, banks, and government agencies concerned with homeland
security.
  As with many development stage
companies, we are currently considered to be in unsound financial condition. Our
Auditor has expressed substantial doubt about our ability to continue as a going
concern. Persons should not invest unless they can afford to lose their entire
investments. We sustained net losses of $(210,996) and $(529,763), for the years
ended December 31, 2008 and  2009 respectively. We have accumulated a
deficit of $1,901,566, since inception in March, 2004.  Further, we
may incur significant losses through 2010 and beyond, as we further develop and
commercialize our remote network camera video system.
 
 As of
December 31, 2009 we had 19,581,611 shares of our common stock outstanding
(excluding any warrants.),
 
 3
 
 Corporate Information and
History
 
 We were
founded in 2004 as Revolutionary Concepts, Inc., a North Carolina corporation
and its subsidiary, D.V. M. S., LLC for the purpose of developing a network
camera video device. We reincorporated in Nevada in February 2005 as
Revolutionary Concepts, Inc. (the “Company”) to re-domicile the North Carolina
corporation to a Nevada corporation by the same name
 
 Our
principal executive offices are located at 2622 Ashby Woods, Matthews, NC
28105.  The Company’s telephone number is 704-622-6327. The President
of the Company is Ronald Carter. We maintain a corporate website at
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. We are in the
development stage and have not generated revenue from operations. We hope to
release our remote network camera video system into the general marketplace in
late 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
  Item 1A.    RISK
FACTORS
  WE
CANNOT ASSURE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUES, DEVELOP
OPERATIONS, OR MAKE A PROFIT. OUR INDEPENDENT AUDITORS HAVE NOTED THAT THERE IS
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
 
 Our
independent auditors have noted that there is substantial doubt that we can
continue as a going concern. As reflected in our consolidated financial
statements the Company has had cumulative operating losses. We currently have a
negative net worth, extremely limited cash and suffered net losses $(221,484) at
December 31, 2008 and $(529,763) at December 31, 2009. We had accumulated
deficits to our stockholder’s equity of $(1,371,769) and $(1,901,566) 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 consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
 
 OUR
OFFICERS HAVE RECEIVED LOANS THAT MAY HAVE TO BE EXPENSED AND WHICH MAY CREATE
CERTAIN TAX OBLIGATIONS.
 
 From our
date of incorporation , February 2005 through  the date of this
filing, the officers of the Company have not taken salaries but have taken
advances from the Company, some of which have been repaid. We have booked these
loans to shareholders as unpaid capital contributions on the balance sheet. As
of December 31, 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 we have
already accrued estimated payroll taxes due at $18,348 as of
12/31/09.
 
 WE
ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY FOR YOU TO EVALUATE
AND WE HAVE NOT PROVEN OUR ABILITY TO GENERATE PROFITS.
 
 We are a
developmental stage company.  Although we have developed a working
prototype and have identified potential markets, we are still in the research
and development stage and expect to enter the commercialization phase in late
2010.  We have no meaningful revenues so it will be difficult for you
to evaluate an investment in our securities. From our inception to date, we have
had no revenues. We may never be able to become profitable. You will be
furnishing venture capital to us and will bear the risk of complete loss of your
investment if we are unsuccessful.
 
 An
investor should also consider the uncertainties and difficulties frequently
encountered by companies, such as ours, in their early stages of
development.  Our revenue and income potential is unproven and our
business model is still emerging.  If our business model does not
prove to be profitable, investors may lose all of their investment.
 
 WE
HAVE HAD NO REVENUES AND ANTICIPATE LOSSES FOR THE FORESEEABLE
FUTURE.
 
 Since
inception we have had no revenues.  We have not achieved profitability
and expect to continue to incur net losses throughout fiscal 2009 and subsequent
fiscal periods.  We expect to incur significant operating expenses
and, as a result, will need to generate significant revenues to achieve
profitability, which may not occur.  Even if we do achieve
profitability, we may be unable to sustain or increase profitability on an
ongoing basis.
  IF
WE FAIL TO IMPLEMENT OUR COMMERCIALIZATION STRATEGY, OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY
AFFECTED.
  Our
future financial performance and success are dependent in large part upon our
ability to implement our commercialization strategy successfully. We have
engaged third party consultants to identify potential clients for our
technology, although we have no means to determine whether this strategy will be
successful. We may not be able to successfully implement our commercialization
strategy with or without the involvement of these third parties. If we are
unable to do so, our long-term growth and profitability may be adversely
affected. Even if we are able to successfully implement some or all of the
initiatives of our business plan, our operating results may not improve to the
extent we expect, or at all.
 
 Implementation
of our commercialization strategy could also be affected by a number of factors
beyond our control, such as increased competition, legal developments, general
economic conditions, increased operating costs or expenses. In addition, to the
extent, we have misjudged the nature and extent of industry trends or our
competition; we may have difficulty achieving our strategic objectives. We may
also decide to alter or discontinue certain aspects of our business strategy at
any time. Any failure to successfully implement our business strategy may
adversely affect our business, financial condition and results of operations and
thus our ability to service our indebtedness, including our ability to make
principal and interest payments on our indebtedness.
  THE COMPANY DEPENDS ON ITS PATENT AND
PROPRIETARY RIGHTS TO DEVELOP AND PROTECT TECHNOLOGIES AND PRODUCTS, WHICH
RIGHTS MAY NOT OFFER SUFFICIENT PROTECTION FROM INFRINGEMENT BY THIRD
PARTIES.
 
 The
Company has been issued a patent by the U.S. Patent Office for its patented
network camera video technology. Management believes that this is a valid
patent. However, there can be no assurances that the patent and the network
camera video technology will be enforceable or generate revenues for the
Company.
 
 The
Company’s inability to protect its intellectual property through sufficient
patent protection will adversely affect that Company’s ability to survive and
other companies may be able to develop substantially similar technologies in
competition with the Company. If those other companies enter the marketplace
with their own similar products, the value of the Company’s patent will be
substantially diminished.
 
 The
Company’s success will depend on its ability to obtain and enforce protection
under United States and foreign patent laws and other intellectual property laws
for the technology that the Company intends to market and license, to develop
and preserve the confidentiality of trade secrets and to operate without
infringing the proprietary rights of third parties.
 
 The
Company cannot assure you that our technology will not be breached, that we will
have adequate remedies for any breach, or that our trade secrets and proprietary
know-how will not otherwise become known or be independently discovered by
others. Consequently, such breach could have a negative effect on our financial
performance and results of operations.
 
 4
 
 LITIGATION TO ENFORCE ITS PATENT
AGAINST UNAUTHORIZED USERS WILL BE EXPENSIVE AND TIME CONSUMING, AND THEIR
OUTCOME IS UNCERTAIN. ANY DELAY OR OTHER FACTOR WHICH NEGATIVELY AFFECTS THE
COMPANY’S ABILITY TO FUND OPERATIONS AND DEVELOP REVENUES.
 
 Litigation
to enforce the Company’s patented technology against unauthorized users can be a
lengthy, time-consuming and expensive process and there can be no assurance of
the results of such litigation. The Company has engaged patent counsel to
consider enforcement actions against those using the technology but who do not
have a licensing agreement for it. In addition, if we fail to provide adequate
proprietary protection, our names, brand name reputation, revenues and potential
profitability may be negatively affected.
  WE
EXPECT TO HAVE OUR PRODUCT MANUFACTURED BY THIRD PARTIES OVER WHICH WE HAVE NO
CONTROL AND WE CURRENTLY DO NOT HAVE ANY AGREEMENTS FOR THE MANUFACTURE OF THE
PRODUCT. WE ARE SUBJECT TO FLUCTUATIONS IN THE COST AND AVAILABILITY OF RAW
MATERIALS AND THE POSSIBLE LOSS OF SUPPLIERS.
  While we
have had discussions with third party suppliers regarding the manufacture of our
product, we currently have no arrangements. We expect to depend on third party
manufacturers over which we will have no control. We are dependent upon the
pricing by these companies and the availability and pricing of raw materials to
produce our products. The availability of suppliers and the price and
availability of the raw materials will be affected by numerous factors beyond
our control. We do not have the resources, facilities or experience to
manufacture our EYETALK product or any of its component parts. Such contract
manufacturers may be the sole source of production and may have limited
experience at manufacturing, a product similar to ours.
 
 WE
MAY HAVE INSUFFICIENT LIQUIDITY TO CONTINUE.
 
 The
Company will not receive any proceeds from the sale of common stock from our S-1
offering, ;however, the Company will receive the exercise price for each warrant
exercised. If none of the warrants are exercised we will need additional sources
of capital or we may not be able to continue operations. We are devoting
substantially all of our present efforts to establishing a new business and will
need additional capital to continue implementing our business plan. We have
generated no revenue. If we cannot raise additional capital from the exercise of
our warrants, we will have to seek other sources of financing or we will be
forced to curtail or terminate our business plans. There is no assurance that
additional sources of financing will be available at all or at a reasonable
cost.
 
 We have
estimated the costs of completion of the commercialization at $2,500,000, which
represents the development of the medical application. The residential
application costs has not been determined.  We believe that the at
least part of the medical development will be able to be applied to the
residential application . Since there is no assurance that any of the warrants
will be exercised the Company has initiated discussions regarding loans through
commercial banks and a loan from other funding sources. We expect to continue
these discussions in the hopes of arranging financing to provide sufficient
liquidity.  We have no assurance that any of these discussions will
prove successful
 
 OUR SALES, MARKETING AND DISTRIBUTION
CAPABILITIES HAVE NOT BEEN FULLY IMPLEMENTED. IF WE FAIL TO EFFECTIVELY SELL,
MARKET AND DISTRIBUTE OUR EYETALK PRODUCT, OUR BUSINESS AND RESULTS OF
OPERATIONS WILL SUFFER.
 
 We do not
currently have a sales staff, marketing plan or other distribution facilities.
We have engaged third parties to assist us in identifying potential users of the
EYETALK technology. If we are unable to create sales, marketing and distribution
capabilities or enter into licensing and similar agreements with third parties
to perform these functions, we will not be able to successfully commercialize
our EYETALK product, In order to successfully commercialize any of our product
candidates, we must either internally develop sales, marketing and distribution
capabilities or make arrangements with third parties to perform these
services.
 
 WE
MAY HAVE EXPOSURE TO LEGAL CLAIM THAT COULD CAUSE SIGNIFICANT
LOSSES.
  Our
EYETALK product will likely be relied upon to provide methods of security from
personal harm or property loss. To the extent that the EYETALK product
malfunctions or experiences down times, losses could occur which would give rise
to legal claims against us. There is no accurate method to predict the extent of
exposure to these potential claims. We may therefore be susceptible to lawsuits
that could cause us to incur substantial liabilities and/or limit
commercialization of our EYETALK product. Product liability insurance for the
pharmaceutical and biotechnology industries is generally expensive, if available
at all. We do not currently have any product liability insurance. If we are
unable to obtain sufficient insurance coverage on reasonable terms or to
otherwise protect against potential product liability claims, we may be unable
to commercialize our product candidates. A successful product liability claim
brought against us in excess of our insurance coverage, if any, may cause us to
incur substantial liabilities and, as a result, our business may
fail.
 
 COMPETITION IN THE ELECTRONIC
SECURITY WORLD IS FIERCE AND WE MAY NOT BE ABLE TO COMPETE AND
SURVIVE.
 
 The
electronic security industry is very competitive. It is constantly changing and
we expect competition to intensify in the future. Increased competition will
result in reduced profit margins on products.  We believe that our
ability to compete successfully depends on a number of factors, including
establishing brand awareness and market presence on a rapid basis; the quality
of our marketing services; ease of use; and industry and general economic
trends.  The failure of any number of these factors could cause us
additional losses.
 
 OUR
PRINCIPAL STOCKHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE
LITTLE OR NO PARTICIPATION IN OUR BUSINESS AFFAIRS.
 
 Currently,
our principal stockholders own 65.19% of our common stock. As a result, they
will have control over all matters requiring approval by our stockholders
without the approval of minority stockholders.  In addition, they will
be able to elect all of the members of our Board of Directors, which will allow
them to control our affairs and management.  They will also be able to
affect most corporate matters requiring stockholder approval by written consent,
without the need for a duly noticed and duly-held meeting of
stockholders.  As a result, they will have significant influence and
control over all matters requiring approval by our
stockholders.  Accordingly, you will be limited in your ability to
affect change in how we conduct our business.
  5
  WE MAY INCUR SIGNIFICANT COSTS TO
ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.
  We expect
to incur significant costs associated with our public company reporting
requirements, costs associated with applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the SEC. We expect all of these applicable rules and
regulations to increase our legal and financial compliance costs and to make
some activities more time-consuming and costly. While we have no experience as a
public company, we estimate that these additional costs will total approximately
$50,000 per year. We also expect that these applicable rules and regulations may
make it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect
to these newly applicable rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.
  WE
HAVE NOT YET ESTABLISED AN INDEPENDENT AUDIT COMMITTEE OR COMPENSATION
COMMITTEE.
   The company
has not yet appointed an audit committee or compensation committee as required
by Sarbanes-Oxley.  The company is working to appoint these committee
members by the end of the current year.
  
 RISKS
RELATING TO OUR SECURITIES
 
 WE
HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND YOU MAY NEVER RECEIVE
DIVIDENDS.   THERE IS A RISK THAT AN INVESTOR IN OUR COMPANY WILL
NEVER SEE A RETURN ON INVESTMENT AND THE STOCK MAY BECOME
WORTHLESS.
 
 We have
never paid dividends on our common stock. We intend to retain earnings, if any,
to finance the development and expansion of our business. Future dividend policy
will be at the discretion of the Board of Directors and will be contingent upon
future earnings, if any, our financial condition, capital requirements, general
business conditions and other factors. Future dividends may also be affected by
covenants contained in loan or other financing documents, which may be executed
by us in the future. Therefore, there can be no assurance that cash dividends of
any kind will ever be paid. If you are counting on a return on your investment
in the common stock, the shares are a risky investment.
 
 THERE
IS CURRENTLY NO MARKET FOR OUR COMMON STOCK AND NO ASSURANCE THAT ONE WILL
DEVELOP.
 
 There is
currently no trading market for our shares of Common Stock, and there can be no
assurance that a more substantial market will ever develop or be
maintained.  Any market price for shares of our Common Stock is likely
to be very volatile, and numerous factors beyond our control may have a
significant adverse effect.  In addition, the stock markets generally
have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies.  These broad market fluctuations, as well as general
economic and political conditions, may also adversely affect the market price of
our Common Stock.  Further, there is no correlation between the
present limited market price of our Common Stock and our revenues, book value,
assets or other established criteria of value.  The present limited
quotations of our Common Stock should not be considered indicative of the actual
value of the Company or our Common Stock
 
 Future
sales of our common stock could put downward selling pressure on our shares, and
adversely affect the stock price.  There is a risk that this downward
pressure may make it impossible for an investor to sell his shares at any
reasonable price.
 
 Future
sales of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could put downward selling pressure on
our shares, and adversely affect the market price of our common
stock.  Such sales could be made pursuant to Rule 144 under the
Securities Act of 1933, as amended, as shares become eligible for sale under the
Rule.
 
 AN
ARBITRARY DETERMINATION OF THE OFFERING PRICE INCREASES THE RISK THAT PURCHASERS
OF THE SHARES IN THE OFFERING WILL PAY MORE THAN THE VALUE THE PUBLIC MARKET
ULTIMATELY ASSIGNS TO OUR COMMON STOCK AND MORE THAN AN INDEPENDENT APPRAISAL
VALUE OF US.
 
 The most
recent offering price for the shares of $1.25 was arbitrarily determined by our
management.  The offering price bears no relation to our assets,
revenues, book value or other traditional criteria of
value.  Investors may be unable to resell their shares at or near the
offering price, if they are able to resell the shares at all. Selling security
holders are offering shares at a selling price of $1.25 per share until a market
for the shares is established and thereafter at prevailing market prices. If the
selling security holders sell to more than 25 persons, the Company will
undertake efforts to have markets established for the trading of the securities.
If such a market begins before all securities offered hereby are sold, then the
remaining securities will be sold at market prices.
 
 IT
WILL LIKELY BE HARDER FOR THE COMPANY TO RAISE ADDITIONAL MONEY WHILE THE
WARRANTS ARE OUTSTANDING.
 
 In our
March, 2005 private offering, we sold 1,000,000 redeemable Class A Common Stock
purchase warrants and 1,000,000 redeemable Class B Common Stock purchase
warrants (the “public warrants.”) The Class A warrants are exercisable for one
share of common stock at an exercise price of $0.65 and the Class B warrants are
exercisable for one share of common stock at an exercise price of $0.90.
Proceeds from the exercise of warrants will be booked as paid in capital and be
added to working capital. All of the warrants will remain outstanding for a
period of eighteen months from the effective date of registration, unless
redeemed. During the term that the public warrants are outstanding, the holders
of the public warrants are given the opportunity to profit from a rise in the
market price of our common stock. We may find it more difficult to raise
additional equity capital while these public warrants are outstanding. At any
time during which these public warrants are likely to be exercised, we may be
unable to obtain additional equity capital on more favorable terms from other
sources.
 
 THERE
IS A POTENTIAL MARKET OVERHANG THAT COULD DEPRESS THE VALUE OF OUR COMMON STOCK
AND FUTURE SALES OF OUR COMMON STOCK COULD PUT A DOWNWARD PRESSURE ON THE PRICE
OF YOUR SHARES AND ADVERSELY AFFECT THE PRICE OF YOUR SHARES.
 
 Because
our principal stockholders own approximately 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 our common stock price, causing the market price of our common
stock to decrease in value. In addition, this selling activity
could:
 
 §
              Decrease
      the level of public interest in our common
  stock;
 §
              Inhibit
      buying activity that might otherwise help support the market price of our
      common stock; and
 §
              Prevent
      possible upward price movements in our common
  stock.
 
 An
arbitrary determination of the offering price increases the risk that purchasers
of the shares in the offering will pay more than the value the public market
ultimately assigns to our common stock and more than an independent appraisal
value of us.
  6
  BECAUSE OUR SHARES ARE DEEMED HIGH
RISK “PENNY STOCKS,” YOU MAY HAVE DIFFICULTY SELLING THEM IN THE SECONDARY
TRADING MARKET.
  The
Commission has adopted regulations which generally define a "penny stock" to be
any equity security that has a market price (as therein defined) less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. Additionally, if the equity security is not registered or
authorized on a national securities exchange, the equity security also
constitutes a "penny stock." As our common stock falls within the definition of
penny stock, these regulations require the delivery, prior to any transaction
involving our common stock, of a risk disclosure schedule explaining the penny
stock market and the risks associated with it. These regulations generally
require broker-dealers who sell penny stocks to persons other than established
customers and accredited investors to deliver a disclosure schedule explaining
the penny stock market and the risks associated with that market. Disclosure is
also required to be made about compensation payable to both the broker-dealer
and the registered representative and current quotations for the securities.
These regulations also impose various sales practice requirements on
broker-dealers. In addition, monthly statements are required to be sent
disclosing recent price information for the penny stocks. The ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market is limited. As a result, the market
liquidity for our common stock is severely and adversely affected. We can
provide no assurance that trading in our common stock will not be subject to
these or other regulations in the future, which would negatively affect the
market for our common stock.
  IF
A MARKET DEVELOPS FOR OUR SECURITIES THE COULD BE VOLATILE AND MAY NOT
APPRECIATE IN VALUE.
 
 If a
market should develop for our securities, of which we have no assurance, the
market price is likely to fluctuate significantly. Fluctuations could be rapid
and severe and may provide investors little opportunity to react. Factors such
as changes in results from our operations, and a variety of other factors, many
of which are beyond the control of the Company, could cause the market price of
our common stock to fluctuate substantially. Also, stock markets in penny stock
shares tend to have extreme price and volume volatility. The market prices of
shares of many smaller public companies securities are subject to volatility for
reasons that frequently unrelated to the actual operating performance, earnings
or other recognized measurements of value. This volatility may cause declines
including very sudden and sharp declines in the market price of our common
stock. We cannot assure investors that the stock price will appreciate in value,
that a market will be available to resell your securities or that the shares
will retain any value at all.
  Item 1B.    UNRESOLVED
STAFF COMMENTS
  None.
  Item 2.    PROPERTIES
  The Company does not currently have a
fixed office space.  Our president has allowed the company to utilize
his home office for Company business, until we begin generating
revenues.  The address is 2622 Ashby Woods, Matthews, NC
28105.
  Item 3.    LEGAL
PROCEEDINGS
  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 SEC
 PART
II
  Item 5.    Market FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
  There is
currently no trading market for our shares of Common Stock, and there can be no
assurance that a more substantial market will ever develop or be
maintained.  Any market price for shares of our Common Stock is likely
to be very volatile, and numerous factors beyond our control may have a
significant adverse effect.  In addition, the stock markets generally
have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies.  These broad market fluctuations, as well as general
economic and political conditions, may also adversely affect the market price of
our Common Stock.  Further, there is no correlation between the
present limited market price of our Common Stock and our revenues, book value,
assets or other established criteria of value.  The present limited
quotations of our Common Stock should not be considered indicative of the actual
value of the Company or our Common Stock
 
 Future
sales of our common stock could put downward selling pressure on our shares, and
adversely affect the stock price.  There is a risk that this downward
pressure may make it impossible for an investor to sell his shares at any
reasonable price.
  Future
sales of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could put downward selling pressure on
our shares, and adversely affect the market price of our common
stock.  Such sales could be made pursuant to Rule 144 under the
Securities Act of 1933, as amended, as shares become eligible for sale under the
Rule.
  The most
recent offering price for the shares of $1.25 was arbitrarily determined by our
management.  The offering price bears no relation to our assets,
revenues, book value or other traditional criteria of
value.  Investors may be unable to resell their shares at or near the
offering price, if they are able to resell the shares at all. Selling security
holders are offering shares at a selling price of $1.25 per share until a market
for the shares is established and thereafter at prevailing market prices. If the
selling security holders sell to more than 25 persons, the Company will
undertake efforts to have markets established for the trading of the securities.
If such a market begins before all securities offered hereby are sold, then the
remaining securities will be sold at market prices.
 
 7
 
 Item 6.    SELECTED
FINANCIAL DATA
  Not
required under Regulation S-K for “smaller reporting
companies.”
  Item 7.    MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
("MD&A")
  The Company's MD&A is comprised of
significant accounting estimates made in the normal course of its operations,
overview of the Company's business conditions, results of operations, liquidity
and capital resources and contractual obligations. The Company did not have any
off balance sheet arrangements as of December 31, 2008 or 2007.
  The
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
generally accepted accounting principles generally accepted in the United States
(or "GAAP"). The preparation of those financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities at the date of our financial statements. Actual results may differ
from these estimates under different assumptions or conditions.
 
 Critical
accounting policies are those that reflect significant judgments or
uncertainties, and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe
are our most critical accounting policies. SEE ALSO NOTES 1 and 2 TO
CONSOLIDATED FINANCIAL STATEMENTS, "SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES."
 
 SUMMARY
OF CRITICAL ACCOUNTING POLICIES
 
 Revenue
recognition
 
 The
Company will recognize sales revenue at the time of delivery when ownership has
transferred to the customer, when evidence of a payment arrangement exists and
the sales proceeds are determinable and collectable.  Provisions will
be recorded for product returns based on historical experience.  To
date, the Company’s revenue is primarily comprised of interest
income.
 
 Options
and warrants issued
 
 The
Company allocates the proceeds received from equity financing and the attached
options and warrants issued, based on their relative fair values, at the time of
issuance.  The amount allocated to the options and warrants is
recorded as additional paid in capital.
 
 Stock-based
compensation
  The
Company will account for its employee stock based compensation arrangements in
accordance with the provisions of Accounting Principles Board (“APB”) Opinion
No. 25.  “Accounting for Stock Issued to Employees”, and related
interpretations.  As such, compensation expense for stock options,
common stock and other equity instruments issued to non-employees for services
received will be based upon the fair value of the equity instruments issued, as
the services are provided and the securities earned.  SFAS No. 123,
“Accounting for Stock-Based Compensation”, requires entities that continue to
apply the provisions of APB Opinion No. 25 for transactions with employees to
provide pro forma net earnings (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-value-based method
defined in SFAS No. 123 had been applied to these transactions.  For
the period from inception (March 12, 2004) to December 31, 2009, no stock
options were committed to be issued to employees.
 
 Income
taxes
 
 Income
taxes are accounted for under the asset and liability
method.  Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss carry forwards that are available to be
carried forward to future years for tax purposes.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.  When it is not considered to be more
likely than not that a deferred tax asset will be realized, a valuation
allowance is provided for the excess.  Although the Company has
significant loss carry forwards available to reduce future income for tax
purposes, no amount has been reflected on the balance sheet for deferred income
taxes as any deferred tax asset has been fully offset by a valuation
allowance.
 
 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.
 
 8
 
 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
 
 Intangible
and other long-lived assets are stated at cost, less accumulated amortization
and impairments.  The Company periodically analyzes its long-lived
assets for potential impairment, assessing the appropriateness of lives and
recoverability of unamortized balances through measurement of undiscounted
operating cash flows on a basis consistent with accounting principles generally
accepted in the United States of America.
 
 Comprehensive
Income
 
 Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income,” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances.  Comprehensive income
as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income, as presented in the accompanying
statement of changes in shareholders' equity consists of changes in unrealized
gains and losses on foreign currency translation.  This comprehensive
income is not included in the computation of income tax expense or
benefit.
 
 Related
Parties
 
 For the
purposes of these financial statements, parties are considered to be related if
one party has the ability, directly or indirectly, to control the party or
exercise significant influence over the party in making financial and operating
decisions, or vice versa, or where the Company and the party are subject to
common control or common significant influence. Related parties may be
individuals or other entities.
 
 Unpaid
Capital Contributions
 
 “Unpaid Capital Contributions”are short-term loans to our officers and directors in lieu of salary or
other compensation..  These loans are unsecured, bear a 5% interest
and have five year repayment term, The total balance of loans to officers and
directors was $187,172 and $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 our income statement.
 
 Earnings
(Loss) Per Common Share
 
 Basic
earnings (loss) per common share are computed on the basis of the weighted
average number of common shares outstanding during the period.
 
 Diluted
earnings (loss) per share are computed on the basis of the weighted average
number of common shares and dilutive securities (such as convertible preferred
stock) outstanding. Dilutive securities having an anti-dilutive effect on
diluted earnings (loss) per share are excluded from the
calculation.
 
 Overview
– Business Conditions
 
 We are a
development stage company with no history of revenue. The company was
incorporated as a Nevada corporation on February 28, 2005 to reincorporate and
re-domesticate two existing North Carolina entities; Revolutionary Concepts, Inc
and DVMS, LLC. The company intends to develop and market camera technologies
that enable remote monitoring.
 
 Our
efforts to date have been devoted to establishing a video remote monitoring
system that permits interactive two-way communications called the EyeTalk
Communicator (“EYETALK”). The company has engaged Photonic
Discovery/UNC-Charlotte Optoelectronics and Optical Communication to design the
hardware for the EyeTalk system. Since the implementation of the EyeTalk
technology is dependent on various other emerging technologies (smart phone,
3G/4G broadband) the research and development has coincided with the pace of
these technologies. The system by design will provide for continuous software
development and updates.
 
 We have
funded our development through three private offerings in 2005 , 2007 and 2009.
We also borrowed $307,500 from four non-related parties at 4% interest to fund
ongoing operations, and patent new applications. These promissory notes began to
become due in October 2008 and were repaid in November 2008 by issuing 630,811
shares of restricted commons stock from authorized shares. We have engaged third
parties to assist in the commercialization of the EyeTalk technology and have
made partial payments, but we will require the proceeds from the exercise of the
warrants or other funding to complete the agreements.
 
 9
  Introduction
to the Eyetalk Communicator
 
 We have
designed and patented a communications and monitoring system which we expect to
give users the ability to remotely and interactively monitor and communicate
with, and have control of an IP camera in multiple markets.
 
 The
EyeTalk is primarily a software platform with a hardware component of an
external unit deployed at a chosen location. The system offers two-way
communication and it streams video to designated handheld PDA’s or PC’s. The
software interface allows the system to offer preprogrammed messages, greeting,
commands, etc.  The software maintains information captured by
the  EYETALK system.  Access to the information may be
achieved via a Personal Data Assistant (PDA), Handheld Computer (HC), Cellular
phone, or other compatible device. The EyeTalk software platform will be able to
communicate with many of the smartphone and other devices that are or will be
available in the market place..
 
 As a
residential application, the EyeTalk system allows seamless communication to a
residence allowing the owner to interact remotely with visitors to the home or
building via any common personal communication device with the benefit of audio,
video and data communication. The system utilizes new technology to
synergistically improve communication, security, convenience, messaging, and
manage deliveries and guest.
 
 According to USBX, “iSuppli, a
respected technology market research firm, announced this quarter that they
project IP video surveillance camera revenue to grow to more than $9.0 billion
by 2011, a compound annual grown rate of 13.2%”Price declines from competitive
systems have improved the viability of enhanced security systems while boosting
the affordability and demand for basic security systems among families in the
middle to lower-middle income strata of society
 
 Management believes that The EYETALK
technology may fill technology gap related to false alarms in the security
monitoring industry.  Some police departments are not required to
respond to calls from alarm companies unless an emergency has been visually
verified. Traditional security monitoring companies rarely offer visual
verification and therefore cannot visually ascertain that the signal is not a
false alarm.
 
 The EYETALK also records visitors
through data, video and audio records.  The system provides a
centralized control system using a user-friendly application with a means for
storing digital images and provides enhanced security features.
 
 The
EYETALK does not require wiring from the exterior of the building to its
interior.   The Company believes that the system, when fully
implemented, will be relatively inexpensive to install and
maintain.
 
 The
Company expects The EYETALK to provide three Primary benefits:
 
 Protection – The EYETALK may
augment the capabilities of current residential and commercial security
monitoring systems through audio, video and data communication which are
interactive and which can be used on a remote basis.
 
 Monitoring – The EYETALK may allow
the homeowner to better facilitate the task of home management in
non-threatening circumstances, such as latch key school children. allowing the
owner to maintain better control and understanding of what is going on at one’s
home
 
 Convenience – The EYETALK may add
convenience to home and business owners, providing remote access, screening of
visitors and acceptance and monitoring of packages.
 
 The
EYETALK has four distinct physical parts:
 
 o
              an
      internal unit(s)  (the ‘Indoor Mobile
  Monitor’)
 o
              an
      external unit(s)  (the ‘Welcome
  System’)
 o
              a
      Central Application Server which may be a home personal computer
      (“PC”)
 o
              a
      remote access device, typically a standard cellular
      telephone  (‘Phone GUI
Emulator’)
 
 The
system is expandable to include multiple peripheral devices.  The main
components of the system (the Indoor Mobile Monitor, the Welcome System and the
Central Application Server) communicate with each other by way of RF
communications using 802.11b or higher wireless LAN.  The Central
Application Server will communicate with the remote access device by way of a
dial-up modem connection, DSL, cable modem or other Internet-compatible method
of communication.
 
 INDUSTRY
 
 The United States security services
have generally divided the market into the following segments: security officer
and investigation services, armored car services, monitoring services, and
consulting. Security officer and investigation services are the oldest and
largest segment of the security industry.
 
 According to the USBX 2006 Year End
Security Update the network camera video segment of the security industry is
valued at $7 Billion annually and has experienced a 20% annual growth rate.
While noting that the public market support for the segment has remained strong
and actually led all security industry segments in 2007, hardware and software
costs have shrunk which has pressured margins in the
industry.  According to USBX, “iSuppli, a respected technology market
research firm, announced this quarter that they project IP video surveillance
camera revenue to grow to more than $9.0 billion by 2011, a compound annual
grown rate of 13.2%”
 
 The report notes that each vertical
market has differing applications but banking, gaming and inventory control are
the premier growth applications. An estimated $45 billion annually is lost in
inventory shrinkage and bank fraud and network camera video is often at the
forefront of industry efforts.
 
 USBX also published a separate “white
paper” in 2006 entitled “The Security Killer App: Intelligent Video
Surveillance.”  The white paper cites John Chambers, CEO of Cisco
Systems and notes major contracts including $255 Million from Lockheed Martin
for video of New York City subways and $2.5 Billion from Boeing to secure U. S.
borders. The paper focuses on quickly developing vertical markets for
intelligent video in retail, banking and financial and public safety and transit
sectors.
 
 Management believes that the Eyetalk
technology significantly differs from existing systems. The Eyetalk allows two
way communication via a wireless network camera that communicates with a variety
of other remote communication devices such as cell phones, PDAs, smart phones,
computers, security and video monitoring devices. Due to its software interface
the Eyetalk can be used to greet visitors, provide instructions to delivery
personnel, interact between remote staff and patients in medical settings, as
well as in security applications.
 
 Further, the Eyetalk allows security
owners monitoring personnel to more accurately recognize and address the threat
presented as well as verifying a true threat. We believe this will relieve the
large number of false alarm security calls and unneeded emergency personnel
visits. Unlike many competitors the Eyetalk system is not dependent on the
internet although it can use the internet as a platform.
 
 The communication can be initiated by
a broad array of technologies, such as doorbells, glass breakage, heat or motion
detectors, weapons detectors, biometric signaling or voluntarily.  The
Eyetalk is programmed to manage certain of these events with standard greetings,
identifications, commands, or directions. The Eyetalk can then notify designated
personnel and the system of the triggering event, sending images of the current
situation and permitting audible response.
 
 We expect to compete by emphasizing
the unique aspects of the Eyetalk in our marketing directly to distributors and
end users. We will concentrate on 12 identified distributors in Europe Mexico
and the United States. We also intend to compete by direct contact with larger
end users such as hospitals, banks, and government agencies concerned with
homeland security.
 
 10
 
 Future
Plans and Potential Markets
 
 We
believe we have the capability to enter into a growing security marketplace. We
are hopeful that the security industry will continue to experience increased
spending on detection devices such as the Eyetalk for the residential,
commercial, institutional, medical and homeland security markets. EyeTalks
ability to shift detection to a preemptive and preventive solution the company
hopes will give the EyeTalk technology a clear advantage.
  We also
believe the Eyetalk has advantages over existing and competing technologies.
Many of these applications may not relate to the security field at all, but may
nonetheless be commercially useful. The additional commercial benefits of the
EYETALK include:
 
 o
              monitors
      appointments
 o
              monitors
      deliveries
 o
              records
      employee arrivals and departures
 o
              provides
      remote access
 o
              provides
      a database of activity to and from the
facility
 
 We also
expect to identify additional companies that may be interested in licensing
arrangements for sales to consumers. We believe the Eyetalk provides consumers
with the functions and features that are superior to those currently available
and offered by competitors. These include:
 
 o
              allows
      the occupant to view, record or respond to visitors or guests without
      opening the door or even being in the
home
 o
              detects
      a visitor, providing a measure of convenience to guests who no longer need
      to search for and activate a doorbell
button
 o
              allows
      remote access to visitors by the owner/occupant of the
      building
 o
              allows
      deliveries to be made and monitored while the owner of the home is away
      from the premises
 o
              detects
      intruders, allowing for an immediate response from the property
      owner
 o
              serves
      as a deterrent to criminals whose entry can be chronicled by the system
      and who cannot determine if persons are at home or not because of the
      nature of the remote interaction
system.
 o
              functions
      as a recordkeeping database of all visitors to the home, welcomed or
      un-welcomed, with date, time and photographic
  records.
 o
              alerts
      the owner of a power outage at the
facility.
 
 We plan to
use the following business development strategies:
 
 1)
              Use
      internal contacts in the local medical community to negotiate placement in
      hospital patient rooms, senior living rooms, recovery rooms and other
      medical applications.
 2)
              Arrange
      a schedule of appearances at security industry trade shows and
      presentations to trade groups.
 3)
              Continue
      development of phase one of our contract with Photonic
      Discovery/UNC-Charlotte Optoelectronics and Optical
      Communication
 
 Sales
Strategy
 
 We are
working with Virsalent to help us identify companies that may have immediate
uses for our technology. While we have not yet done so, we expect to enter into
an engagement agreement with Virsalent in the near future. Virsalent, is a
California corporation that has expertise in marketing and
sales   Our discussions with Virsalent revolve around the
development and execution of the sales and marketing plan for the Eyetalk system
to the public.The plan is to
develop a sales strategy that explores every possibility for generating revenue
such as:
 
 —
              Direct
      Selling
  —
              Consumers,
      Internet, other direct marketing
methods
  —
              Multi-Tiered
      Distribution
  —
              Existing
      security companies
  —
              Determined
      by Market Size
  —
              Determined
      by Geography
  —
              Identification
      of Vertical Markets Rapid revenue growth in the shortest possible
      timeframe
  —
              Sales
      leverage through different, but proven, sales and marketing
      techniques.
  —
              Geographically,
      the initial focus will be on the North American and European
      marketplaces.
  —
              The
      next two major markets will be Latin America and Asia, including
      Australia.
  To date
our efforts to start the commercialization phase have been delayed, due to our
efforts to improve upon the application of our hardware and software and for
further development of wireless broadband technology to manage our system more
efficiently.
  11
 
 Patent
and Intellectual Property
  On March
20, 2007, the United States Patent and Trademark Office issued to the Company a
patent, number 7,193,644 B2. The patent abstract states:
 
 “The
invention is audio-video communication and answering system that synergistically
improves communication between an exterior and an interior of a business or
residence and a remote location, enables messages to be stored and accessed from
both locally and remotely, and enables viewing, listening, and recording from a
remote location. The system's properties make it particularly suitable as a
sophisticated door answering-messaging system. The system has a DVMS module on
the exterior. The DVMS module has a proximity sensor, a video camera, a
microphone, a speaker, an RF transmitter, and an RF receiver. The system also
has a computerized controller with a graphic user interface DVMS database
application. The computerized controller is in communication with a public
switching telephone network, and an RF switching device. The RF switching device
enables communication between the DVMS module and the computerized controller.
The RF switching device can be in communication with the other RF devices, such
as a cell phone, PDA, or computer.”
 
 A
complete copy of the patent is on file at the Company’s offices and can be
inspected.
 
 In March,
2007 we commenced a lawsuit in the Superior Courts of Mecklenburg County, North
Carolina against our prior patent attorneys. Our lawsuit alleges that we
retained these attorneys and requested that they file a Non-publication Request
(“the Request”) pursuant to 35 U.S.C. § 122, in order to ensure that the
Application would not be published by the United States Patent & Trademark
Office (“USPTO”) until issued as a patent. The lawsuit further alleges that the
attorneys failed to file the Request.
 
 The
purpose of the Request was for international patent rights under procedures
established by the Patent Cooperation Treaty and U.S. law implementing that
treaty. By virtue of the publication of the Application in the United States
without the filing of a corresponding PCT or other foreign application relating
back to a date before the date of publication, one or more requirements of
patentability in certain advantageous foreign jurisdictions, including the
European Union, Japan, and others, to wit the absolute public novelty of the
invention, can no longer be fulfilled by the Company.
 
 We
believe our claims have merit in the lawsuit. We are unable to determine what
rights we may still have, if any, to patent or intellectual property protection
in other jurisdictions.
 
 COMPETITION
 
 We expect
to compete with much larger and better financed companies in the remote
monitoring industry, all of which have superior name recognition, such as ADT,
ATT, Pinkerton’s and others.
 
 Remote monitoring is available through
a variety of media and processes, including systems integrators, closed circuit
television systems, intrusion detection systems, and others. These systems
typically incorporate ultrasonic, infrared, vibration, microwave and other
sensors to detect door and window openings, glass breakage, vibration, motion,
temperature, and noise and transmit through alarms and other peripheral
equipment.
 
 For example, the ATT remote monitor
integrates with Cingular and Yahoo through cell phones and wireless internet.
The user can remotely select the device and determine whether notification will
be triggered by door sensors, motion sensors, temperature sensors or a
combination. The user can remotely control cameras with pan, tilt and zoom
features. The user can download and record or view live camera. The EyeTalk
system provides similar capablilities; however with two-way communication and a
programmable software interface.
 
 Industry analysts report that both
Cysco and IBM are developing new hardware and software applications for remote
monitoring that, if successful, could have profound implications for the
industry.
 
 REGULATION
 
 We are
subject to the same federal, state and local laws as other companies conducting
business in the software field. Our products are subject to copyright laws. We
may become the subject of infringement claims or legal proceedings by third
parties with respect to our current or future products. In addition, we may
initiate claims or litigation against third parties for infringement of our
proprietary rights, or to establish the validity of our proprietary rights. Any
such claims could be time-consuming, divert management from our daily
operations, result in litigation, cause product delays or lead us to enter into
royalty or licensing agreements rather than disputing the merits of such claims.
Moreover, an adverse outcome in litigation or a similar adversarial proceedings
could subject us to significant liabilities to third parties, require the
expenditure of significant resources to develop non-infringing products, require
disputed rights to be licensed from others or require us to cease the marketing
or use of certain products, any of which could have a material adverse effect on
our business and operating results.
 
 Results
of Operations
 
 Comparison
of Twelve months Periods Ended December 31, 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 we applied
for additional patent protection for a metal detection component, a medical
component that interfaces with nurse monitoring systems, a car seat technology
that permits gaming downloads together with the two way communication features
of EYETALK and an exterior pop-up device that pops upon triggering events. The
patents are currently pending.
 
 Liabilities.Total liabilities
increased by $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, we
have incurred additional development and legal cost associated with protecting
our 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 $32,500 and losses of $529,798
..
 
 Liquidity
and Capital Resources
 
 General.Our
primary sources of cash have been sales of common stock through private
placements, notes converted to stock and loans from affiliates. We are a
developmental stage company and we will rely upon more established third party
vendors for many aspects of the manufacture, sale and distribution of our
product, if it becomes commercially available in this regard.  We
previously contracted with Absolutely New, Inc. a California company to identify
potential licenses from their database. Under the agreement, Absolutely New
identified approximately twenty companies that it believes have a particular use
for the EYETALK. We did not renew the agreement with Absolutely New. We will
nonetheless pay Absolutely New twenty percent of any proceeds received as a
result of the sale, license, assignment or transfer of the EYETALK to one of the
identified companies for 24 months the termination of the agreement. The
termination of the agreement was on September 28th, 2008.  The company
has engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical
Communication to design the hardware for the EyeTalk system. We expect the
software and other sensing technology will be developed by Fusion Next, a North
Carolina company. Since the implementation of the EyeTalk technology is
dependent on various other emerging technologies (smart phone, 3G/4G broadband)
the research and development has coincided with the pace of these technologies.
The system by design will provide for continuous software development and
updates.  We are working with Virsalent to help us identify companies
that may have immediate uses for our technology. While we have not yet done so,
we expect to enter into an engagement agreement with Virsalent in the near
future. Virsalent, is a California corporation that has expertise in marketing
and sales   Our discussions with Virsalent revolve around the
development and execution of the sales and marketing plan for the Eyetalk system
to the public.
  12
 
 Cash Flows from Operating Activities.Net cash used in operations of $225,212  for the twelve-months
period ended December 31, 2009 was attributable to a net loss of $529,551 which
was offset by non-cash expense for depreciation and amortization $18,710 and
$285,629 was due an increase in accounts payable.
 
 Cash Flows from Investing Activities.Net cash used by investing activities of $0 for the twelve-months period
ended December 31, 2009 was attributable to no additional patent cost or
equipment cost for investment in further development and protection of our
patent for the Eyetyalk Communicator.
 
 Cash Flows from Financing Activities.Net cash provided by financing activities of $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
  In
September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of FinancialAccounting Standard
("SFAS") No. 157, Fair Value Measurements (SFAS No. 157). SFAS
No. 157 defines fair value, establishes a framework for measuring fair
value and establishes a hierarchy that categorizes and prioritizes the sources
to be used to estimate fair value. SFAS No. 157 also expands financial
statement disclosures about fair value measurements. Under SFAS No. 157,
fair value is defined as an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. SFAS 157 also establishes a
three-tier hierarchy for inputs used in measuring fair value, which prioritizes
the inputs used in the valuation methodologies in measuring fair value. On
February 12, 2008, FASB issued FASB Staff Position (FSP) No.
FAS 157-2, Effective Date
of FASB Statement No. 157 (FSP 157-2), which delays the effective
date of SFAS No. 157 for one year for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis. We elected a partial
deferral of SFAS No. 157 under the provisions of FSP 157-2 related to the
measurement of fair value used when evaluating other long-lived assets for
impairment. On October 10, 2008, the FASB issued FSP 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active , (FSP
157-3), which clarifies application of SFAS No. 157 in a market that is not
active. FSP 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The Company does not expect that the
adoption of SFAS No. 157 or FSP 157-3 to have a material affect to its
financial statements.
  In
June 2008, FSP EITF 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities," ("FSP
EITF 03-6-1"), was issued. FSP EITF 03-6-1 requires unvested
share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents to be treated as participating securities as defined in
EITF Issue No. 03-6, "Participating Securities and the Two-Class Method
under FASB Statement No. 128," and, therefore, included in the earnings
allocation in computing earnings per share under the two-class method described
in SFAS No. 128, "Earnings Per Share." FSP EITF 03-6-1 is effective
for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years. Upon adoption,
all previously reported earnings per share data must be retroactively adjusted
to conform with the requirements of the FSP. The Company is currently evaluating
the impact of the adoption of FSP EITF 03-6-1 on its calculation of
earnings per share.
  "Safe
Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
  This
Annual Report on Form 10-K and certain information incorporated herein by
reference contain forward-looking statements within the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. All statements included
or incorporated by reference in this Annual Report on Form 10-K, other than
statements that are purely historical, are forward-looking
statements.
  Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions also identify forward-looking statements.
Forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking statements.
These forward-looking statements are based on management's expectations as of
the date hereof, that necessarily contain certain assumptions and are subject to
certain risks and uncertainties. The Company does not undertake any
responsibility to update these statements in the future. The Company's actual
future performance and results could differ from that contained in or suggested
by these forward-looking statements as a result of the factors set forth in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the Business Risks described in Item 1 of this Report on
Form 10-K and elsewhere in the Company's filings with the Securities and
Exchange Commission.
  Item 8.    Financial
Statements and Supplementary Data
  The information required as to this
Item is incorporated by reference from the consolidated financial statements and
supplementary data listed in Item 15 of Part IV of this report.
  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.
  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.
 
 14
 
 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. We do not consider these advances to be management
compensation, but we have been advised by tax counsel that there is a
possibility that the Internal Revenue Service may disagree with our position, in
which case we will be required to book the advances as compensation and will owe
applicable taxes on the entire amounts, together with possible penalties and
interest.
 
 Item 12.    Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 
 The following table contains certain
information as of December 31, 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, we entered into a Consulting Services Agreement with Sedgefield Capital
Corporation, a North Carolina management consultant firm. Sedgefield agreed to
provide a range of advisory services including services related to payments of
the preparation of a suitable private placement and a follow on registration
statement seeking to register the shares sold in the 2005 private placement.
Among other things, Sedgefield agreed to assist the company in selecting
securities counsel, auditors, transfer agents, edgarizing service providers,
provide assistance in the selection of accounting services. They have also
introduced the company to strategic partners for marketing, public relations and
distribution.
 
 We have
paid Sedgefield $150,000 and 670,00 restricted common shares, to date under the
Agreement. Sedgefield owns approximately 3.45% 0f the issued and outstanding
shares of the Company. These fees were to cover the costs of legal and audit
expenses in connection with the public offering, initial listing in a recognized
securities manual such as Standard & Poors or Mergent, registration fees and
costs, costs of “Edgarization” and other services required for
effectiveness.   Sedgefield also assisted in
the  negotiatiations with our transfer agents, and has agreed to
assist in preparation of materials and to attend meetings, roadshows and
consultations with brokers and other industry professionals. A significant
portion of these services will continue at least for some time after we have
established a trading market. The Company expects that it will negotiate a new
agreement with Sedgefield at the conclusion of the current agreement but there
have been no discussions thus far. We are therefore unable to determine whether
there will be any further agreement or any fees payable for additional
services.
 
 Gene
Johnston who is affiliated with Sedgefield, has agreed to assist the company
with bookkeeping and to work with our tax accountants and auditor in preparing
information requested.  These are areas that were not a part of the
agreement with Sedgefield.  Mr. Johnston is not under contract, but
has agreed to work on a month to month basis, until the company is in a position
to staff the accounting area.
 
 As of
December 31, 2007 the Company mutually terminated a marketing and public
relations agreement with Red Moon Marketing, Inc. and NexCom, both of Charlotte,
North Carolina. These agreements involved marketing to a specific Fortune 1000
company, but discussions with that company ended in 2007. The company paid
$83,580.10 to NexCom (Chad T. Jenkins) along with 56,000 shares of restricted
common stock and $50,000 to Red Moon and 87,500 sharers of restricted common
stock. Red Moon created the website for the company and provided certain
maintenance and upgrades during the existence of their agreement. NexCom made
introductions to Motorola Corporation to enter into a joint venture or similar
manufacturing and marketing agreement. NexCom continued discussions on our
behalf and believed them to be successful until Motorola decided to completely
exit the security monitoring space to focus on core needs. Shortly thereafter we
terminated the agreement with NexCom
 
 Unpaid
Capital Contributions
 
 As of
December 31, 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 company incurred $29,731 fees for
accounting and related services.
  Item 15.    Exhibits,
Financial Statement Schedules
  (a)Documents included as part of this
report:
 
 1. The
consolidated financial statements for the Registrant are included in this
report.
  Report of Independent Registered
      Public Accounting Firm
              
              26Consolidated Statements of
      Operations for the years ended December 31, 2008 and
      2009;
              
              27Consolidated Statements of
      Stockholders' Equity for the years ended December 31, 2008 and
      2009;
              
              28Consolidated Statements of Cash
      Flows for the years ended December 31, 2008, and
      2009;
              
              29Notes to Consolidated Financial
      Statements
              
              33
 
 2.
Schedule II Valuation and Qualifying Accounts for the years ended
December 31, 2008 and 2009.
 
 All other
schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or the notes
thereto.
  3. See
the Index to Exhibits on page 38 of this Form 10-K.
 
 (b)Exhibits required by Item 601 of
Regulation S-K.
  See
item (a) 3 above.
  
 16
  FINANCIAL
INFORMATION
 
 
 INDEPENDENT
AUDITORS REPORT
 
 
 GREG
LAMB, CPA
 6409
Viking Trail
 Arlington,
TX 76001
  The Board
of Directors and Shareholders of Revolutionary Concepts, Inc.
   We have
audited the accompanying balance sheet of Revolutionary Concepts, Inc. as of
December 31, 2008 and December 31, 2007 and the related statements of loss,
shareholders' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accountability Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and December  31, 2007 and the results of its operations and its cash
flows for the years then ended in conformity with U.S. generally accepted
accounting principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring losses,
negative cash flows from operations and has a net working capital deficiency,
factors which raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regards to these matters are described in
note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
    /s/ Greg Lamb,
CPA
 Greg
Lamb, CPA
   March 31,
2009
  17
  Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 Balance
Sheet
 as
of December 31, 2008 and December 31, 2009
 
 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
 
 18
 
 Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 STATEMENT
OF INCOME (LOSS)
 For
the three month periods and years ending December 31, 2008 and 2009
 and
the period from March 12, 2004 (Inception) to December 31, 2009
 
 
 March
      12, 2004Quarter
      Ending
              
              
              Quarter
      Ending
              
              
              Year
      Ending
              
              
              Year
      Ending
              
              
              (Inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,
              
              
              December
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009
              
              
              2008
              
              
              2009OPERATING
      EXPENSESAutomobile
      Expense
              
              
              $
              2,304
              
              
              $
              -
              
              
              $
              4,608
              
              
              $
              2,000
              
              
              $
              20,879Bank
      Charges
              
              
              
              628
              
              
              
              195
              
              
              
              1,537
              
              
              
              823
              
              
              
              6,121Compensation
              
              
              
              -
              
              
              
              -
              
              
              
              35,446
              
              
              
              -
              
              
              
              35,446Depreciation
      and Amortization Expense
              
              
              4,292
              
              
              
              10,103
              
              
              
              18,710
              
              
              
              19,223
              
              
              
              74,897Interest
      Expense
              
              
              
              460
              
              
              
              2,933
              
              
              
              608
              
              
              
              7,924
              
              
              
              12,032License
      and Permits
              
              
              
              -
              
              
              
              -
              
              
              
              3,580
              
              
              
              -
              
              
              
              5,833Office
      Expense
              
              
              
              1,758
              
              
              
              -
              
              
              
              3,476
              
              
              
              -
              
              
              
              13,801Office
      Supplies
              
              
              
              66
              
              
              
              400
              
              
              
              1,474
              
              
              
              1,039
              
              
              
              13,594Payroll
      taxes
              
              
              
              1,949
              
              
              
              385
              
              
              
              4,985
              
              
              
              6,981
              
              
              
              21,384Printing
      and Reproduction
              
              
              
              360
              
              
              
              506
              
              
              
              4,455
              
              
              
              3,802
              
              
              
              15,050Professional
      Fees
              
              
              
              133,508
              
              
              
              70,240
              
              
              
              381,025
              
              
              
              150,411
              
              
              
              970,262Product
      Research and Development
              
              
              
              -
              
              
              
              -
              
              
              
              37,687
              
              
              
              255,076
              
              
              
              560,958Taxes
              
              
              
              -
              
              
              
              -
              
              
              
              600
              
              
              
              3
              
              
              
              1,841Telephone
      Expense
              
              
              
              2,838
              
              
              
              1,605
              
              
              
              4,948
              
              
              
              1,980
              
              
              
              20,105Travel
      Expense
              
              
              
              848
              
              
              
              7,959
              
              
              
              26,489
              
              
              
              17,649
              
              
              
              95,134Website
      Development
              
              
              
              -
              
              
              
              -
              
              
              
              2,825
              
              
              
              7,500
              
              
              
              13,025Other
      Expenses
              
              
              
              957
              
              
              
              318
              
              
              
              4,774
              
              
              
              8,392
              
              
              
              48,831Total
      Operating Expenses
              
              $
              149,968
              
              
              $
              94,644
              
              
              $
              537,227
              
              
              $
              482,803
              
              
              $
              1,929,193OTHER
      INCOMEInterest
              
              
              
              1,931
              
              
              
              1,899
              
              
              
              7,429
              
              
              
              6,981
              
              
              
              27,626NET
      (LOSS)
              
              
              $
              (148,037
              )
              
              $
              (92,745
              )
              
              $
              (529,798
              )
              
              
              (475,822
              )
              
              $
              (1,901,567
              )Weighted
      number of shares outstanding
              
              
              19,606,910
              
              
              
              17,863,880
              
              
              
              18,250,054
              
              
              
              17,990,042
              
              
              
              19,606,910(Loss)
      per weighted number of sharesoutstanding
              
              
              
              (0.01
              )
              
              
              (0.01
              )
              
              
              (0.03
              )
              
              
              (0.03
              )
              
              
              (0.10
              )
 
 See notes
to financial statements
 
 19
  REVOLUTIONARY
      CONCEPTS, INC.(A
      Development Stage Company)STATEMENTS
      OF STOCKHOLDER'S ACUMULATED DEFICITfor
      the years ended December 31, 2004, 2005, 2006, 2007, 2008 and
    2009UnpaidNumber
      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
                
                
                139,100
                
                
                
                164
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                164Paid
      in capital
                
                
                
                
                
                
                
                
                
                
                195,461
                
                
                
                
                
                
                
                
                
                
                
                195,461Unpaid
      capital contributions
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                29,587
                
                
                
                
                
                
                
                29,587Net
      (Loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (529,798
                )
                
                
                (529,798
                )BALANCE
      DECEMBER 31, 2009
                
                
                19,581,611
                
                
                $
                19,607
                
                
                $
                1,725,774
                
                
                $
                (157,585
                )
                
                $
                (1,901,567
                )
                
                $
                (313,771
                )
 See notes
to financial statements
 
  20
  
 Revolutionary
Concepts, Inc.
 (A
Development Stage Company)
 
 STATEMENTS
OF CASH FLOWS
 For
the years ending December 31, 2008 and 2007
 and
the period from March 12, 2004 (Inception) to December 31, 2009
  March
      12, 2004Year
      ended
              
              
              Year
      ended
              
              
              (Inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2008
              
              
              2009
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (Loss)
              
              $
              (221,484
              )
              
              
              (464,718
              )
              
              $
              (1,371,769
              )Adjustments
      to reconcile net loss to net cash from operating
    activities:Depreciation
      and amortization
              
              
              19,223
              
              
              
              21,703
              
              
              
              56,187(Increase)
      in security deposits
              
              
              -
              
              
              
              -
              
              
              
              (1,500
              )(Increase)
      in organizational costs
              
              
              -
              
              
              
              -
              
              
              
              (3,070
              )Common
      stock shares and paid in capital for services
              
              
              -
              
              
              
              156,750
              
              
              
              256,750Increase
      in (decrease) accounts payable and accrued expenses
              
              
              (26,438
              )
              
              
              (8,347
              )
              
              
              57,205NET
      CASH USED BY OPERATING ACTIVITIES
              
              
              (228,699
              )
              
              
              (294,612
              )
              
              
              (1,006,197
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipment
              
              
              -
              
              
              
              (2,987
              )
              
              
              (11,331
              )Investment
      in patent costs
              
              
              (26,001
              )
              
              
              (22,766
              )
              
              
              (88,306
              )NET
      CASH USED BY INVESTING ACTIVITIES
              
              
              (26,001
              )
              
              
              (25,753
              )
              
              
              (99,637
              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock shares from private placements
              
              
              
              
              
              
              642
              
              
              
              1,642Issuance
      of common stock shares for retirement of notes payable
              
              
              631
              
              
              
              -
              
              
              
              631Issuance
      of notes payable
              
              
              307,500
              
              
              
              -
              
              
              
              307,500Retirement
      of notes payable
              
              
              (307,500
              )
              
              
              -
              
              
              
              (307,500
              )Paid
      in capital from private placements
              
              
              -
              
              
              
              320,458
              
              
              
              837,603Capital
      contributions
              
              
              314,775
              
              
              
              -
              
              
              
              462,774Common
      stock shares repurchased with cash
              
              
              -
              
              
              
              -
              
              
              
              (9,644
              )Unpaid
      capital contributions
              
              
              (79,776
              )
              
              
              18,335
              
              
              
              (187,172
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              235,630
              
              
              
              339,435
              
              
              
              1,105,834NET
      INCREASE(DECREASE) IN CASH
              
              
              (19,070
              )
              
              
              19,070
              
              
              
              0CASH
      BALANCE BEGINNING OF PERIOD
              
              
              19,070
              
              
              
              0
              
              
              
              0CASH
      BALANCE END OF PERIOD
              
              $
              0
              
              
              
              19,070
              
              
              $
              0SUPPLEMENTAL
      DISCLOSURESInterest
      paid
              
              $
              7,924
              
              
              
              266
              
              
              $
              6,379March
      12, 2004Year
      ended
              
              
              Year
      ended
              
              
              (Inception)
      toDecember
      31,
              
              
              December
      31,
              
              
              December
      31,2008
              
              
              
              2009
              
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (Loss)
              
              $
              (221,484
              )
              
              
              (464,718
              )
              
              $
              (1,371,769
              )Adjustments
      to reconcile net loss to net cash from operating
    activities:Depreciation
      and amortization
              
              
              19,223
              
              
              
              21,703
              
              
              
              56,187(Increase)
      in security deposits
              
              
              -
              
              
              
              -
              
              
              
              (1,500
              )(Increase)
      in organizational costs
              
              
              -
              
              
              
              -
              
              
              
              (3,070
              )Common
      stock shares and paid in capital for services
              
              
              -
              
              
              
              156,750
              
              
              
              256,750Increase
      in (decrease) accounts payable and accrued expenses
              
              
              (26,438
              )
              
              
              (8,347
              )
              
              
              57,205NET
      CASH USED BY OPERATING ACTIVITIES
              
              
              (228,699
              )
              
              
              (294,612
              )
              
              
              (1,006,197
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of equipment
              
              
              -
              
              
              
              (2,987
              )
              
              
              (11,331
              )Investment
      in patent costs
              
              
              (26,001
              )
              
              
              (22,766
              )
              
              
              (88,306
              )NET
      CASH USED BY INVESTING ACTIVITIES
              
              
              (26,001
              )
              
              
              (25,753
              )
              
              
              (99,637
              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock shares from private placements
              
              
              
              
              
              
              642
              
              
              
              1,642Issuance
      of common stock shares for retirement of notes payable
              
              
              631
              
              
              
              -
              
              
              
              631Issuance
      of notes payable
              
              
              307,500
              
              
              
              -
              
              
              
              307,500Retirement
      of notes payable
              
              
              (307,500
              )
              
              
              -
              
              
              
              (307,500
              )Paid
      in capital from private placements
              
              
              -
              
              
              
              320,458
              
              
              
              837,603Capital
      contributions
              
              
              314,775
              
              
              
              -
              
              
              
              462,774Common
      stock shares repurchased with cash
              
              
              -
              
              
              
              -
              
              
              
              (9,644
              )Unpaid
      capital contributions
              
              
              (79,776
              )
              
              
              18,335
              
              
              
              (187,172
              )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              235,630
              
              
              
              339,435
              
              
              
              1,105,834NET
      INCREASE(DECREASE) IN CASH
              
              
              (19,070
              )
              
              
              19,070
              
              
              
              0CASH
      BALANCE BEGINNING OF PERIOD
              
              
              19,070
              
              
              
              0
              
              
              
              0CASH
      BALANCE END OF PERIOD
              
              $
              0
              
              
              
              19,070
              
              
              $
              0SUPPLEMENTAL
      DISCLOSURESInterest
      paid
              
              $
              7,924
              
              
              
              266
              
              
              $
              6,379
 
 See notes
to financial statements
 
 21
  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 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
 
 22
  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
consolidated 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 consolidated
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 consolidated
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 consolidated 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
consolidated 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 consolidated financial
statements. The Company evaluated for subsequent events through the issuance
date of the Company’s consolidated 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 consolidated 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 consolidated financial statements.
 
 Noncontrolling
Interests
 
 (Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated 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.
  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.
  23
 
 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 – 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 9 – CONVERSION OF DEBT
TO EQUITY
 
 On April
24, 2008 the Company issued two notes payable in the amount of $7,500 to
unrelated parties.  On May 5, 2008 the Company issued another note
payable $300,.000 to another non-related party at 4% interest which begin to
come due in October, 2008. These promissory notes were secured by a pledge of up
to 612,000 shares of restricted common stock from our authorized but unissued
shares. The Company has issued 630,811 shares of restricted common stocks to the
note holders in exchange for the retirement of debt and interest
payable.
  24
  SIGNATURES
  Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
 
 Revolutionary
Concepts, Inc.
 
 By:/s/ Ron
Carter                                                                          April
14, 2010
 Ron
Carter
 President
and Chief Executive Officer
 
 By: /s/ Garry
Stevenson                                                               April
14, 2010
 Garry
Stevenson
 Chief
Financial Officer, Principal Accounting Officer and Director
  
 Exhibit Index
  The
following is a list of Exhibits on file with the commission:
 
 Exhibit
      No.
              
              Description
      of 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.