UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2006

                         REVOLUTIONS MEDICAL CORPORATON
             (Exact name of registrant as specified in its charter)

                        (formerly known as Maxxon, Inc.)

              Nevada                       0-28629             73-1526138
              ------                       -------             ----------
   (State or other jurisdiction       (SEC File Number)     (I.R.S. Employer
 of incorporation or organization)                        Identification Number)

                             2073 Shell Ring Circle
                             Mt. Pleasant, SC 29466
                            -----------------------
          (Address of principal executive offices, including zip code)

                                 (843) 971-4848
                                 --------------
              (Registrant's telephone number, including area code)

                                 (843) 971-6917
                                 --------------
              (Registrant's facsimile number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:
     NONE

Securities to be registered pursuant to Section 12(g) of the Act:
     Common Stock, $0.001 par value

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements for the past 90 days.     YES

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

     State  issuer's  revenues  for  its  most  recent  fiscal  year:     $-0-

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date  within  the  past 60 days.       $11,250,250 as of March 31,
2007.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date:     As of March 31, 2007, we
had  15,808,111  shares  of  common  stock,  $0.001  par  value, outstanding and
1,000,000  shares  of Series 2006 preferred stock, $0.001 par value outstanding.


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FORWARD  LOOKING  STATEMENTS

     This  Report  contains forward-looking statements within the meaning of The
Private  Securities  Litigation  Reform  Act  of  1995 that address, among other
things,  development-stage  of  our  safety  needle  products,  our  pursuit  of
collaborative  arrangements;  our  need  to obtain additional financing; factors
affecting  the  availability of capital; plans regarding the raising of capital.
These  statements may be found under "Item 1- Business," "Item 1- Risk Factors,"
and  "Item  6  -  Plan  of  Operation"  as  well as in this Report generally. We
typically  identify  forward-looking  statements in this Report using words like
"believe,"  "anticipate," "will," "expect," "may," "could," "intend," or similar
statements.  There  are  important  factors  that  could cause actual results to
differ  materially  from  those  expressed  or  implied  by such forward-looking
statements,  primarily  our  ability  to  raise  additional  capital to continue
operating.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which reflect management's analysis only as of the
date hereof. We undertake no obligation to publicly revise these forward-looking
statements  to reflect events or circumstances that arise after the date hereof.

PART  I

ITEM  1.  BUSINESS

     Since  1997,  we  have  been  working  to design, develop and commercialize
retractable  safety  needle  devices.  Our present product development effort is
focused  on the ReVac retractable safety syringe, which is designed specifically
to  reduce  accidental  needlestick  injuries.  On February 6, 2007, the Company
announced  an  agreement  with  Strategic  Product  Development, Inc. ("SPD") to
provide  FDA  regulatory  compliance,  manufacturing management capabilities and
ongoing  product  development  services. On March 5, 2007, the Company announced
that  SON  Medical,  a privately held contract regulatory and testing consulting
firm  located  in  the  Boston  area,  was chosen to conduct lab testing for the
Company's ReVac retractable safety syringe. The Company is presently seeking the
funds  necessary  to commence and complete the lab testing, the results of which
will  then  be used as part of the Company's planned 510K submission to the FDA.
There  is no assurance that sufficient funds will be raised on a timely basis or
at  all  or  that  the  planned  510K submission to the FDA will be completed or
approved  by  the  FDA.  See  "RISK  FACTORS."

     On  January  26,  2007  the  Company  entered  into a Plan and Agreement of
Reorganization with Clear Image Acquisition Corporation ("Acquisition Corp") for
the  acquisition  by  the  Company  of  all of the assets of Acquisition Corp in
exchange  for  the issuance by the Company for the benefit of the holders of the
Common  Stock  of  Acquisition Corp. of 8,260,139 shares of the Company's Common
Stock. The Company will assume the minimal liabilities of Acquisition Corp which
are only the costs of Acquisition Corp's liquidation and dissolution. The shares
to  be  issued  are  not  being  registered,  but  are being issued in a private
offering  under  Section  4(2)  of  the  Securities  Act.

     Acquisition  Corp  is a company which was formed by certain shareholders of
Clear  Image,  Inc.  ("Clear  Image"),  an Oklahoma corporation, all of whom are
accredited  investors,  in  order  to  assemble a control block of the shares of
Clear  Image for the purposes of such a transaction. Accordingly, the sole asset
of  Acquisition Corp is a block of 9,824,139 shares of the Common Stock of Clear
Image.  Clear  Image  is a development stage company which has developed certain
proprietary  technology  and  patent  pending  for (i) differential coloring, by
series, of MRI scans and (ii) auto-registration of the scan images. As a private
company,  however,  faced with the substantial competition of the leaders in the
field  of MRI technology, Clear Image has had difficulty obtaining the necessary
working  capital  to  complete  the  development of commercial components of its
technology.  The  Company, in acquiring control of Clear Image, believes that it
can  provide sufficient working capital to complete commercialization of certain
aspects of Clear Image's technology to the point of supporting some licensing or
joint  venture  relationship  financially  adequate  to  permit  Clear  Image to
complete  the  development  of  the  remaining  aspects  of  its  technology.

     Because  our planned products are in various stages of development, we have
no  revenue.  Our efforts to date have been funded almost entirely through sales
of  our common stock.  We require substantial additional capital to complete the
development  of,  to obtain approvals for and to begin commercializing the ReVac
retractable  safety syringe and the Clear Image color MRI software.  There is no
assurance  that  such capital will be available to us when needed, on acceptable
terms,  or  at  all.  There  is  no  assurance that our planned products will be
commercially  viable.  Our present and future collaborative partners may require
significant  amounts  of  time to complete product design, develop manufacturing


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processes  and/or  to  obtain  specialized  equipment,  if any is required.  Our
planned  products  will also require FDA approval before they can be sold in the
United  States  and  similar approvals from foreign countries where our products
may  be  marketed.  Obtaining  government  approval,  whether  in  the  U.S.  or
elsewhere, is a time-consuming and costly process with no guarantee of approval.
It  could  be years, if ever, before our planned products are sold in the United
States or anywhere else in the world.  Our business is subject to numerous risks
and  uncertainties  that  are  more  fully  described  in  "RISK  FACTORS."

     2.   Distribution Method of Products and Services

     In the U.S., the vast majority of decisions relating to the contracting for
and  purchasing  of  medical  supplies  are made by the representatives of group
purchasing  organizations  ("GPOs")  rather  than  the  end-users of the product
(nurses,  doctors,  and  testing  personnel). GPOs and manufacturers often enter
into  long-term  exclusive contracts which can prohibit entry in the marketplace
by  competitors.  In the needle and syringe market, the market share leader, BD,
has  utilized,  among  other  things,  long-term  exclusive contracts which have
restricted  entry  into  the  market  by most of our competitors.  We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's  marketability  in  the  U.S.  See  "RISK  FACTORS."

     We  presently  do  not  have  any  products  for  sale.  We  plan  to  seek
distribution  arrangements  with established medical device manufacturers in the
future,  but there is no assurance that we will be successful in establishing or
maintaining  such  relationships.  See  "RISK  FACTORS."

     3.   Status of Publicly Announced Products or Services

     On  February  6,  2007,  the  Company announced an agreement with Strategic
Product  Development,  Inc.  ("SPD")  to  provide  FDA  regulatory  compliance,
manufacturing  management capabilities and ongoing product development services.
On  March  5,  2007,  the  Company  announced that SON Medical, a privately held
contract  regulatory and testing consulting firm located in the Boston area, was
chosen  to  conduct  lab  testing  for  the  Company's  ReVac retractable safety
syringe.  The  Company  is presently seeking the funds necessary to commence and
complete  the lab testing, the results of which will then be used as part of the
Company's  planned  510K  submission  to  the  FDA.  There  is no assurance that
sufficient  funds will be raised on a timely basis or at all or that the planned
510K  submission  to  the FDA will be completed, submitted to or approved by the
FDA.  See  "RISK  FACTORS."

     On  January  26,  2007  the  Company  entered  into a Plan and Agreement of
Reorganization  with  Clear  Image  Acquisition  Corporation  for the purpose of
acquiring Clear Image's Color MRI technology. Clear Image is a development stage
company  which  has  developed certain proprietary technology and patent pending
for  (i)  differential  coloring,  by  series,  of  MRI  scans  and  (ii)
auto-registration  of the scan images. As a private company, however, faced with
the substantial competition of the leaders in the field of MRI technology, Clear
Image has had difficulty obtaining the necessary working capital to complete the
development  of  commercial  components  of  its  technology.  The  Company,  in
acquiring  control  of  Clear  Image,  believes  that  it can provide sufficient
working  capital  to  complete  commercialization  of  certain  aspects of Clear
Image's  technology  to  the point of supporting some licensing or joint venture
relationship  financially  adequate  to  permit  Clear  Image  to  complete  the
development  of  the  remaining  aspects  of  its  technology. If the Company is
successful  in  raising  the  necessary  capital,  it  plans  to  complete  the
development  and  beta testing of the Color MRI technology during 2007. There is
no assurance, however, that sufficient funds will be raised on a timely basis or
at  all, that development of the Color MRI technology will be completed, or that
beta testing will commence, be completed, or result in a marketable product. See
"RISK  FACTORS."

     4.   Competitive Business Conditions, Competitive Position and Methods of
          Competition

     The  safety  medical  device  market  is  highly  competitive.  The leading
manufacturers and marketers of safety medical devices are Becton-Dickinson, Tyco
International,  Inc.  (Kendall  Healthcare  Products  Company), B. Braun, Terumo
Medical  Corporation  of Japan, Medi-Hut, Inc. and Johnson & Johnson. Developers
of  safety  medical  devices,  which  we  compete  against  for  license  and
collaborative  arrangements  with  medical  device and pharmaceutical companies,
include  Med-Design  Corporation,  New  Medical  Technologies,  Retractable
Technologies,  Inc.,  Univec,  Inc.


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<PAGE>
and  Specialized  Health  Products  International.  Our  competitors  have
substantially  greater  assets, technical staffs, established market shares, and
greater financial and operating resources than we do. There is no assurance that
we  can  successfully  compete.  See  "RISK  FACTORS."

     Traditionally,  competition  regarding  non-safety  medical  devices  was
primarily  based  upon  price  with  little differentiation between products. We
expect  our  products  to  compete  against  both safety products and non-safety
products  based  upon  safety  and  ease of use and disposal. Most of the safety
medical  devices we will compete with are priced substantially above the cost of
non-safety  products.  Market  demand  for safety devices is being driven by the
estimated  costs  associated  with  accidental  needlesticks  and  by government
mandates.

     5.   Sources of Raw Materials and the Names of Principal Suppliers

     We  do  not presently manufacture any products, so we have no raw materials
requirements  at this time.  The materials used to make our planned products are
commercially  available  from  a  number of suppliers. The manufacturing process
will  be  highly technical and demanding, with very low fault tolerances.  There
is  no  assurance  that  we  will  be  able  to  engage  a  company  capable  of
manufacturing  the  safety  syringe  in  a cost-effective manner or at all.  See
"RISK  FACTORS."

     6.   Dependence on One or Few Major Customers

     We  anticipate that our safety syringe will be marketed to the entire field
of medical professionals. We do not anticipate being dependent on any particular
customer, however, at this time we can not know if any one customer will account
for  more  than  1%  of  our  anticipated  safety  syringe  sales.

     7.   Patents, Trademarks, Licenses, Royalty Agreements or Labor Contracts

     RMCP  3CC  SAFETY  SYRINGE  PATENT.  A U.S. patent covering our retractable
safety syringe design was published on January 28, 2005. This patent will expire
on  April  9,  2023.  The Company has not yet filed any applications for foreign
patent  protection.  If  any foreign patents applications are filed, there is no
assurance  that  any  foreign  patents  will  be  issued.  See  "RISK  FACTORS."

     RMCP  BLOOD  SAMPLING  DEVICE  PATENT. A U.S. patent covering the Company's
blood sampling device was published on April 10, 2003. The Company does not plan
to devote development resources towards this product for the foreseeable future.
The  Company  has  not yet filed any applications for foreign patent protection.
See  "RISK  FACTORS."  There is no assurance that any international patents will
issue.

     PATENT  APPLICATIONS  FOR  COLOR  MRI  TECHNOLOGY. During 2006, Clear Image
filed  four  patent  applications  related  to the Color MRI technology, none of
which  has  yet  been  published.  There  is no assurance that any of the patent
applications  will  be published or that any patent protection for the Color MRI
technology  can  or  will  be  obtained.

     EMPLOYMENT  AGREEMENTS

     Employment  Agreement  with  Ron  Wheet,  CEO
     ---------------------------------------------
     Effective  March 16, 2005, the Company and Mr. Wheet, our CEO, entered into
a  two year employment agreement. The agreement provides for an annual salary of
$150,000  with  an  annual  salary increase equal to no less than the percentage
increase  in  the  Consumer Price Index during the previous calendar year. As of
December  31,  2005,  the  Company  owed  Mr.  Wheet  $26,500.00 pursuant to his
employment agreement. Mr. Wheet has the right to participate in other businesses
as  long  as  those  businesses  do  not  compete  directly or conflict with the
business of the Company and so long as he devotes the necessary working time, as
determined  in  his sole discretion, to the Company's business activities. He is
responsible  for  the Company's substantive and financial reporting requirements
of  the Securities Exchange Act of 1934, as amended, and is specifically allowed
to  hire  any  and  all  professionals  necessary  to  assist  that process. The
agreement  automatically renews and continues for an additional two-year period.
He  is  entitled to participate in all executive bonuses, provided that if he is
the  sole  director  at  the  time such bonus is authorized, then an independent
third party shall render a fairness opinion as to the bonus, or such bonus shall
be  put  to  a  vote  of the shareholders. The Company will provide him with all
reasonable  and  customary  fringe  benefits,  including,  but  not  limited to,
participation


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in  pension  plans,  profit sharing plans, employee stock ownership plans, stock
option  plans  (whether  statutory  or  not),  stock  appreciation rights plans,
hospitalization, medical dental disability and life insurance, vacation and sick
leave.  The  Company  will reimburse of all his reasonable and necessary travel,
entertainment  or  other  related  expenses  incurred by him in carrying out his
duties  and  responsibilities under the agreement. The Company will also provide
him  with  a  cell  phone,  suitable  office  space,  and  membership  dues  in
professional  organizations  and  for  any  seminars  and conferences related to
Company  business.  During  the  term  of  the  agreement,

     The  Company  is  obligated  to  indemnify  him  for all legal expenses and
liabilities incurred with any proceeding involving him by reason of his being an
officer, director, employee or agent of the Company, including paying reasonable
attorney  fees and expenses as incurred in the event that, in his sole judgment,
he  needs  to retain counsel or otherwise expend personal funds for his defense.
The  Company shall also provide reasonable Director and Officer insurance and/or
Warranty  and Representations insurance coverage for Wheet. The terms and extent
of  such  insurance  shall  be  dictated  by industry standard and circumstance.

     Either  party  may terminate Mr. Wheet's employment under this Agreement by
giving the other party 30-days advance written notice. A decision by the Company
to  terminate  his  employment  shall  require  an affirmative vote of more than
66-2/3%  of  the  Board,  except  in  the case of his death. If the Agreement is
terminated  for  cause or as a result of his death, the Company shall pay him or
his  estate  not  later  than  30  days  following  his termination for cause or
terminated  because of his death, a lump sum severance payment consisting of his
salary  and accrued salary through the date of his termination or death plus all
amounts  he  would  have  been  entitled to under the Company's employee benefit
plans  and  a  pro  rata amount of bonus. If the agreement is terminated without
cause or terminated because of permanent disability or a change of control, then
the  Company  shall  pay  him not later than 30 days following the termination a
lump  sum  severance  payment  consisting of his salary for 24 months, and a pro
rata  amount  of  bonus  he is eligible to receive. If he resigns for any reason
other  than  a  change  of  control, the Company shall pay him not later 30 days
following  his resignation a lump sum severance payment consisting of his salary
through  the  date of his resignation, all amounts he is entitled to pursuant to
the  Company's  employee benefit plans, his salary for a period of 90 days after
his  resignation  and a pro rata amount of bonus he is eligible to receive under
the  Company's  bonus  program.  For  one  year  following  his  resignation  or
termination  (except  in  the  case  of  termination  for  cause  or a change of
control), Mr. Wheet will not work for or provide any services in any capacity to
any  competitor and will not solicit any of the Company's customers or accounts.

     Amounts  Accrued  Pursuant  To  Other Employment  Agreements
     ------------------------------------------------------------
     As  of  December 31, 2006, the Company owed approximately $794,000 pursuant
to  other  employment  agreements.  Although  the  Company plans to settle these
amounts, there is no assurance that its efforts to settle will be successful. No
litigation  related  to  these  employment  agreements  has  been  initiated  or
threatened.  There  is  no  assurance, however, that such litigation will not be
initiated  in  the  future.

     Mutual Release and Settlement Agreement With Former CEO
     -------------------------------------------------------
     On  April  14,  2005,  the Company and its former CEO entered into a mutual
release  and  settlement  agreement, pursuant to which the Company issued to the
former  CEO  a  promissory  note  for $216,834.16 and warrants to purchase up to
645,662  shares  of  common  stock  at  $0.02 per share (on a post-reverse split
basis)  on  or  before  April  14,  2010.  In  addition,  the mutual release and
settlement  provides  for continued indemnification of the former CEO and mutual
releases.  The  note,  which is unsecured, bears interest at 12% per year and is
due  April  14,  2006.  The  warrant  is exercisable only to the extent that the
number  of  shares of common stock exercised plus the number of shares presently
owned  by  the warrant holder does not exceed 4.99% of the outstanding shares of
Common Stock of the Company on such date. The exercise limit is revocable by the
warrant  holder  upon  75  days  prior notice to the Company. As of December 31,
2006, the Company owed $47,513 of accrued interest in addition to the promissory
note  for  $216,834. As of December 31, 2006, the number of shares available for
purchase  pursuant  to  the  warrant  was 345,662 shares, as 300,000 shares were
exercised  during  2006.

     8.   Need for Governmental Approval

     Pursuant  to the Federal Food, Drug and Cosmetic Act, the FDA regulates the
research,  design,  testing,  manufacture,  safety,  labeling,  storage,  record
keeping,  advertising  and  promotion,  distribution,  and production of medical


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devices in the United States. The Company's safety needle devices are considered
to  be  medical  devices,  are  subject  to FDA regulation, and must receive FDA
approval  prior  to  sale  in  the  United  States.

     Medical  devices are classified into one of three classes, depending on the
controls  deemed  by  FDA  to be necessary to reasonably ensure their safety and
effectiveness.  Class  I devices are subject to general controls (e.g. labeling,
pre-market  notification and adherence to Quality System regulations, which have
replaced  Good Manufacturing Practice regulations.) These devices are subject to
the  lowest level of regulatory control. Class II devices are subject to general
controls  and  to  special  controls  (e.g.  performance  standards, post-market
surveillance,  patient  registries,  and  FDA  guidelines). Generally, Class III
devices  are  those  that  must receive pre-market approval by the FDA to ensure
their  safety  and  effectiveness, and require clinical testing and FDA approval
prior  to  marketing and distribution. Class III devices are the most rigorously
regulated.

     Generally,  before  a  new  device can be introduced into the market in the
United  States,  the  manufacturer  must  obtain  FDA clearance through a 510(k)
pre-market notification or approval of a premarket approval ("PMA") application.
If  a  medical device manufacturer can establish that a device is "substantially
equivalent"  to  a  legally  marketed  Class  I, Class II device, or a Class III
device  for  which  FDA  has  not  called  for  PMAs,  the manufacturer may seek
clearance  from  FDA  to  market  the  device  by  filing  a  510(k)  pre-market
notification.  The  510(k)  pre-market notification will need to be supported by
appropriate  data  establishing  the  claim  of  substantial  equivalence to the
satisfaction  of  the  FDA.

     If  the  Company  or  its  collaborative partners cannot establish that the
Company's safety needle devices are substantially equivalent to legally marketed
predicate devices, pre-market approval of the device through submission of a PMA
application  must  be  obtained.  A  PMA  application must be supported by valid
scientific  evidence, including pre-clinical and clinical trial data, as well as
extensive  literature  to  demonstrate  a reasonable assurance of the safety and
effectiveness  of  the  device. The PMA represents the most rigorous form of FDA
regulatory  approval.

     The  Medical  Device  User  Fee  and  Modernization  Act,  enacted in 2002,
authorizes  the  FDA  to  assess  and  collect  review  fees  for Section 510(k)
pre-market  notifications and pre-market approval applications filed on or after
October  1, 2002. Fees for fiscal year 2007 for small businesses (companies with
less than $100 million in sales) range from $3,326 for Section 510(k) pre-market
notifications  to  $107,008  for  PMAs,  although fee reductions and waivers are
available  for  companies  qualifying  as  small  businesses.

     We  have  not  submitted  an  application  for  FDA  approval for our ReVac
retractable  safety  syringe  or  any of our other planned products. There is no
assurance  that the ReVac retractable safety syringe or any of our other planned
products will qualify for the 510(k) pre-market notification approval process or
that the Company will have the funds necessary to seek FDA approval. There is no
assurance  that the ReVac retractable safety syringe or any of our other planned
products  will  obtain  FDA  approval.

     If  FDA  approval  is  received,  however,  then  the  Company  and/or  its
collaborative  partner  (depending  on who is manufacturing and marketing) would
also  be  required  to  comply  with  FDA  post-market  reporting  requirements,
including  the submission of reports on certain adverse events and malfunctions,
and  requirements  governing  the  promotion  of  medical  devices. In addition,
modifications to our devices may require the filing of new 510(k) submissions or
pre-market approval supplements, and we will need to comply with FDA regulations
governing  medical  device  manufacturing  practices.  The  FDA requires medical
device  manufacturers  to  register  as  such  and subjects them to periodic FDA
inspections  of  their  manufacturing  facilities. The FDA requires that medical
device  manufacturers  produce  devices  in  accordance  with  the FDA's current
Quality  System  Regulation  (QSR),  which  governs  the methods, facilities and
controls  used  for  the  design,  manufacture, testing, packaging, labeling and
storage  of  medical  devices.

     There  is  a  different  set  of  regulatory  requirements in place for the
European  Union  (EU).  In  the EU the company putting a medical device onto the
market  must comply with the requirements of the Medical Devices Directive (MDD)
and  affix  the  CE mark to the product to attest to such compliance. To achieve
this,  the  medical  devices  in question must meet the "essential requirements"
defined  under  the  MDD  relating  to  safety and performance, and the relevant
company must successfully undergo a verification of its regulatory compliance by
a  third  party  standards certification provider, known as "Notified Body." The
nature  of  the  assessment  will  depend  on  the  regulatory class of products
concerned, which in turn determines the precise form of testing to be undertaken
by  the  Notified  Body.


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<PAGE>
     The  requirements  of the MDD must be complied with by the "manufacturer of
the  device,"  which  is  defined  as  the  party  responsible  for  the design,
manufacture,  packaging and labeling of the device before it is placed on the EU
market, regardless of whether these operations are carried out by this entity or
on  its  behalf.

     Accordingly,  where medical devices are marketed by our potential licensees
or  by collaborative partners under their names, compliance with the MDD will be
their  responsibility.  In the event that we decide to manufacture devices to be
distributed  in  the  EU  market under our name, all compliance responsibilities
will  be  borne  by  us.

     There  may  be  numerous  other approvals needed before our products can be
sold  in  countries other than the United States or the European Union. There is
no  assurance  that  the  Company or its collaborative partners, if any, will be
successful  in  obtaining  such  approvals.

     9.   Effect of Existing or Probable Governmental Regulation

     Regulatory actions at the federal and state level promote the use of safety
needles  to  reduce  the  risk  of  accidental  needlesticks.  On  July 1, 1999,
California,  through  its  state  Occupational  Safety and Health Administration
(OSHA)  program, began requiring the use of safety needles. Other states such as
Texas,  Tennessee,  Maryland  and  New  Jersey  have passed similar legislation.

     On  November  6,  2000, President Clinton signed the Needlestick Safety and
Prevention  Act  amending  OSHA's  Bloodborne Pathogens Standard to require that
employers  implement  the  use  of safer medical devices in their facilities. To
implement  the  statutory mandates in the Needlestick Safety and Prevention Act,
OSHA  has  issued  a  number  of  further  revisions to its Bloodborne Pathogens
Standard.  The  revised  standard  became  effective  on April 18, 2001. The new
standard  provisions  impose  several  needle  device  safety  requirements  on
employers,  including:

     -  evaluation  and  implementation  of  safer needle devices as part of the
     re-evaluation  of  appropriate  engineering  controls  during an employer's
     annual  review  of  its  exposure  control  plan;

     -  documentation  of the involvement of non-managerial, frontline employees
     in  choosing  safer  needle  devices;  and

     -  establishment  and  maintenance  of  a  sharps  injury log for recording
     injuries  from  contaminated  sharps.

     On  November 27, 2001, OSHA issued a compliance directive (CPL 2-2.69) that
advises  OSHA's regional offices on the proper interpretation and enforcement of
the  revised  Bloodborne Pathogens Standard provisions. The compliance directive
confirms  that  the consideration of safer needle devices, in annually reviewing
and  updating the exposure control plan, is a critical element of the Bloodborne
Pathogens  Standard.  The  directive  also  stresses  that the standard requires
employers  to  use  engineering  controls  (e.g.,  safer needle devices) if such
controls will remove or eliminate the hazards to employees. As a result of these
regulatory  actions,  we  anticipate  that the demand for safety medical devices
such  as  those  we  have designed will continue to increase for the foreseeable
future.

     10.  Estimate of the Amount Spent on Research and Development

     R&D  expenses  for  our  retractable safety syringe design were $39,000 and
$172,440  in  2006  and  2005,  respectively.

     11.  Costs and effects of environmental compliance

     The Company has not spent any sums on environmental compliance and does not
expect  to  be  required  to  spend  any sums on environmental compliance in the
future, unless the Company chooses to become a manufacturer of its own products,
which  is  not  likely.  Should  the  Company  be  successful  in  establishing
collaborative  arrangements  with an established manufacturer, all environmental
costs  would  be  borne  by  the  manufacturer.

     12.  Number of total employees and number of full time employees

     We  presently  have no full-time employees. Services such as product design
and  development,  accounting  and


                                        7
<PAGE>
financial  reporting  are  provided  by  third  parties  on  a  contract  basis.
Consequently,  developing our business may require a greater period of time than
if  we  had  full  time  employees.  See  "RISK  FACTORS."


                                  RISK FACTORS

     You  should carefully consider the risks described below, together with all
of  the  other  information included in this report, in considering our business
and prospects. The risks and uncertainties described below are not the only ones
facing the Company. Additional risks and uncertainties not presently known to us
or  that  we  currently deem immaterial also may impair our business operations.
The  occurrence of any of the following risks could harm our business, financial
condition  or  results  of  operations.

BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE AND DO NOT HAVE
OTHER  RESOURCES  TO  FUND  OPERATIONS; THESE CONDITIONS RAISE SUBSTANTIAL DOUBT
ABOUT  OUR  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN
     Because  the  Company's  planned products are in the development stage, the
Company has no revenue, earnings or cash flow to be self-sustaining. It could be
several  more  years  before the Company can expect to have sales. The Company's
independent  accountants  have stated, in their opinion to the audited financial
statements for the period ended December 31, 2006, "the Company is a development
stage  company  with  insufficient  revenues  to  fund development and operating
expenses.  The  Company  also  has insufficient cash to fund obligations as they
become  due.  These  conditions  raise  substantial  doubt  about its ability to
continue  as  a  going  concern." Our failure to obtain the funding necessary to
continue  our  activities  will  have a material adverse effect on our business,
financial  condition,  and  on  the  price  of  our  common  stock.

WE  REQUIRE  SUBSTANTIAL  ADDITIONAL  CAPITAL TO CONTINUE DEVELOPING OUR PLANNED
PRODUCTS.  WE  MAY  HAVE  DIFFICULTY RAISING CAPITAL WHEN WE NEED IT, OR AT ALL.
RAISING  SUCH  CAPITAL  MAY DILUTE STOCKHOLDER VALUE.  IF WE ARE UNABLE TO RAISE
CAPITAL,  WE  MAY  BE  REQUIRED  TO  LIMIT OR CEASE OUR OPERATIONS, OR OTHERWISE
MODIFY  OUR  BUSINESS  STRATEGY.
     We  require  an  estimated  $4.5  million  in  capital over the next twelve
months,  $1.0  million of which is for costs to finalize product development and
to begin beta testing for the color MRI technology, $1.0 million of which is for
safety syringe product development, $1.0 of which is for manufacturing of safety
syringes  if  FDA  approval is obtained, and $1.0 million for working capital to
cover  administrative  expense.  There is no assurance, however, that we will be
successful  in  raising  the  funds when needed, on acceptable terms, or at all.
There  is no assurance that development of our planned products will not require
a  significant  amount  of  time  to  commence  or  to  complete and there is no
assurance  that  the  costs  will  not  be  significantly  greater  than current
estimates.

     We  will require substantial additional capital thereafter to commercialize
our  planned  products.  Our commercialization efforts will include, but are not
limited  to,  entering  into  agreements  with  third  parties for manufacturing
(including  building  molds,  designing  manufacturing  processes  and obtaining
specialized  equipment  for  our  retractable  safety  syringe),  marketing  and
distribution,  and obtaining FDA and/or other regulatory approvals, all of which
are  necessary  before  our  planned  products  can be sold and which may take a
significant  amount  of  time,  if  not  years,  to  complete.

     Due  to  the  current  economic  conditions and the risks and uncertainties
surrounding  our  Company,  we may not be able to secure additional financing on
acceptable terms, if at all. If we obtain additional funds by selling any of our
equity securities, the percentage ownership of our stockholders will be reduced,
stockholders  may experience substantial dilution, the price of our common stock
may  decline,  or  the  equity securities issued may have rights, preferences or
privileges  senior to the common stock. To the extent that services are paid for
with  common stock or stock options that are exercised and sold into the market,
the  market  price of our common stock could decline and your ownership interest
will  be  diluted.  If  adequate  funds  are not available to us on satisfactory
terms, we will be required to limit or cease our operations, or otherwise modify
our  business  strategy,  which  could  materially  harm  our  future  business
prospects.


                                        8
<PAGE>
IF  WE  DO  NOT  OBTAIN  FDA  APPROVAL  FOR OUR PLANNED PRODUCTS THEN OUR FUTURE
PROSPECTS  WILL  BE  HARMED.
     Our  planned  products will require FDA approval before they can be sold in
the  United  States.  We  have  not yet applied for or received FDA approval for
these  planned  products.  There  is no assurance that our planned products will
qualify  for the FDA's 510(k) pre-market notification approval process, which is
less  rigorous  than  a  PMA.

     The  FDA  approval process can take years and be expensive, especially if a
PMA  is  required.  A PMA is much more rigorous and expensive to complete than a
510(k).  In addition, the Medical Device User Fee and Modernization Act, enacted
in  2002,  now allows the FDA to assess and collect user fees for 510(k) and for
PMA applications. Fees for fiscal year 2007 for small businesses (companies with
less than $100 million in sales) range from $3,326 for Section 510(k) pre-market
notifications  to  $107,008  for  PMAs,  although fee reductions and waivers are
available  for  companies  qualifying as small businesses. There is no assurance
that  we  will  qualify  for  fee reductions or waivers or that we will have the
funds  necessary  to  apply for or obtain FDA approval for our planned products.
The  FDA approval process could take a significant amount of time, if not years,
to  complete  and there is no assurance that FDA approval will ever be obtained.
If  FDA  approval is not obtained, then we will not be able to sell our products
in  the  United States, which would have a material adverse effect on our future
business  prospects.

OUR  PLANNED  PRODUCTS  MAY  PROVE TO BE TOO EXPENSIVE TO MANUFACTURE AND MARKET
SUCCESSFULLY,  WHICH  WOULD  HARM  OUR  FUTURE  PROSPECTS.
     Our  planned  products  may  prove  to  be too expensive to manufacture and
market successfully. Market acceptance of our products will depend in large part
upon  our  ability  to  demonstrate the operational and safety advantages of our
product  as  well  as  the  cost  effectiveness  of our product compared to both
standard  and other safety needle products. If we are unable to produce products
that  are  competitive  with  standard products, we will not be able to sell our
products.  This  could  have  a  material  adverse  effect  on  our  operations.

IF  WE  ARE  NOT  ABLE  TO ENTER INTO MANUFACTURING ARRANGEMENTS FOR OUR PLANNED
PRODUCTS  THEN  OUR  FUTURE  PROSPECTS  WILL  BE  HARMED.
     We have no experience in establishing, supervising or conducting commercial
manufacturing.  We  plan  to  rely on third party contractors to manufacture our
planned  products.  We  may  never  be  successful in establishing manufacturing
capabilities for our planned products. Relying on third parties may expose us to
the  risk of not being able to directly oversee the manufacturing process, which
may  adversely  affect  the  production  and  quality  of  our planned products.
Furthermore,  these  third-party  contractors,  whether foreign or domestic, may
experience  regulatory  compliance  difficulty,  mechanical  shutdowns, employee
strikes,  or  other  unforeseeable acts that may delay or prevent production. We
may  not  be  able  to  manufacture  our retractable safety needle in sufficient
quantities  at  an  acceptable cost, or at all, which could materially adversely
affect  our  future  prospects.

IF  WE  ARE NOT ABLE TO ESTABLISH MARKETING, SALES AND DISTRIBUTION ARRANGEMENTS
FOR  OUR  SAFETY  NEEDLE  DEVICES  THEN  OUR  FUTURE  PROSPECTS  WILL BE HARMED.
     We must establish marketing, sales and distribution capabilities before our
planned  products  can  be  sold.  We  have  no  experience in establishing such
capabilities.  Until  we  have established manufacturing arrangements, we do not
plan  to devote any meaningful time or resources to establishing marketing sales
or  distribution  capabilities.  We  intend  to enter into agreements with third
parties  in  the  future  to  market,  sell and distribute our planned products.
However,  we may be unable to establish or maintain third-party relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have  similar  or  more  established  relationships  with  our  competitors.

     If  we  do  not enter into relationships with third parties to market, sell
and  distribute  our  planned  products,  we  will  need to develop our own such
capabilities.  We have no experience in developing, training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional  expenses  in developing, training and managing such an organization.
We  may  not be able to build a sales force on a cost effective basis or at all.
Any  such  direct  marketing  and sales efforts may prove to be unsuccessful. In
addition,  we  will  compete  with  many  other  companies  that  currently have
extensive  and  well-funded  marketing  and  sales operations. Our marketing and
sales  efforts may be unable to compete against these other companies. We may be
unable  to  establish  a sufficient sales and marketing organization on a timely
basis,  if  at  all.  We may be unable to engage qualified distributors. Even if
engaged,  they  may  fail to satisfy financial or contractual obligations to us.
They  may fail to adequately market our products. They may cease operations with
little  or  no  notice  to  us  or  they  may  offer,  design,


                                        9
<PAGE>
manufacture or promote competing products.

IF  WE ARE UNABLE TO PROTECT OUR PLANNED PRODUCTS, OR TO AVOID INFRINGING ON THE
RIGHTS  OF  OTHERS,  OUR  ABILITY  TO  COMPETE  WILL  BE  IMPAIRED.
     The  Company  does  not  yet have patent protection for some of its planned
products  and  there is no assurance that such patent protections will be sought
or  secured.  We  do  not  have foreign patent protection for any of our planned
products.  There  is  no  assurance that we will have the financial resources to
apply  for  U.S. or foreign patent protections, that such U.S. or foreign patent
protections  will  be  available to us or if available, that they will result in
any meaningful protection for our planned products. Even if we are successful in
obtaining  patent  protection,  whether in the U.S. or abroad, it may not afford
protection  against competitors with similar technology. Furthermore, others may
independently  develop  similar  technologies  or  duplicate  our  technology.

     Our  commercial success depends in part on our avoiding the infringement of
patents and proprietary rights of other parties and developing and maintaining a
proprietary position with regard to our own technologies and products. We cannot
predict  with  certainty  whether we will be able to enforce our patents. We may
lose  part  or  all  of  patents  we  may  receive  in the future as a result of
challenges  by competitors. Patents that may be issued, or publications or other
actions  could  block  our  ability  to obtain patents or to operate as we would
like.  Others may develop similar technologies or duplicate technologies that we
have  developed  or  claim  that  we  are  infringing  their  patents.

     Although  we  rely  on  trade secrets to protect our technology and require
certain  parties  to execute nondisclosure and non-competition agreements, these
agreements  could be breached, and our remedies for breach may be inadequate. In
addition,  our  trade  secrets  may  otherwise  become  known  or  independently
discovered by our competitors. If we lose any of our trade secrets, our business
and  ability  to  compete  could  be  harmed.

     Despite  our  efforts  to protect our proprietary rights, we face the risks
that  pending  patent  applications may not be issued, that patents issued to us
may  be  challenged,  invalidated or circumvented; that unauthorized parties may
obtain  and  use  information  that  we regard as proprietary; that intellectual
property  laws  may  not  protect  our  intellectual  property;  and  effective
protection  of  intellectual  property  rights  may be limited or unavailable in
China,  where we plan to manufacture our retractable safety syringe, or in other
foreign  countries  where  we may manufacture and/or sell our retractable safety
needle devices. The lack of adequate remedies and impartiality under any foreign
legal  system  may  adversely  impact  our  ability  to protect our intellectual
property.

     We  may  become involved in litigation or interference proceedings declared
by  the  U.S.  Patent and Trademark Office, or oppositions or other intellectual
property  proceedings  outside  of  the United States. If any of our competitors
have filed patent applications or obtained patents that claim inventions that we
also  claim,  we  may  have  to  participate  in  an  interference proceeding to
determine  who  has  the  right  to  a patent for these inventions in the United
States.  If a litigation or interference proceeding is initiated, we may have to
spend  significant amounts of time and money to defend our intellectual property
rights  or  to  defend  against  infringement  claims  of  others. Litigation or
interference  proceedings  could  divert  our management's time and effort. Even
unsuccessful  claims against us could result in significant legal fees and other
expenses,  diversion  of  management time and disruption in our business. Any of
these  events  could  harm  our  ability  to  compete  and  adversely affect our
business.

     An  adverse  ruling  arising out of any intellectual property dispute could
invalidate  or  diminish  our  intellectual property position. An adverse ruling
could  also  subject  us  to  significant liability for damages, prevent us from
using processes or products, or require us to license intellectual property from
third  parties.  Costs  associated  with  licensing arrangements entered into to
resolve  litigation  or  an interference proceeding may be substantial and could
include  ongoing  royalties. We may not be able to obtain any necessary licenses
on  satisfactory  terms  or  at  all.

WE  MUST  OBTAIN  REGULATORY  APPROVALS  IN  FOREIGN JURISDICTIONS TO MARKET OUR
PRODUCTS  ABROAD
     Whether  or not FDA approval has been obtained, we must secure approval for
our  planned products by the comparable non-U.S. regulatory authorities prior to
the  commencement  of marketing of the product in a foreign country. The process
of  obtaining  these  approvals  will be time consuming and costly. The approval
process  varies from country to country and the time needed to secure additional
approvals  may be longer than that required for FDA approval. These applications
may  require  the completion of pre-clinical and clinical studies and disclosure
of


                                       10
<PAGE>
information  relating  to  manufacturing  and controls. Unanticipated changes in
existing  regulations  or  the  adoption  of  new  regulations  could affect the
manufacture  and  marketing  of  our  products.

IF  WE ARE NOT ABLE TO COMPETE SUCCESSFULLY, THEN OUR BUSINESS PROSPECTS WILL BE
MATERIALLY  ADVERSELY  AFFECTED.
     Our  retractable safety syringe, if developed, approved and commercialized,
will  compete in the United States and abroad with the safety needle devices and
standard  non-safety  needle  devices  manufactured and distributed by companies
such  as Becton Dickinson, Tyco International, Inc. (Kendall Healthcare Products
Company),  B.  Braun,  Terumo  Medical  Corporation  of Japan, Med-Hut, Inc. and
Johnson  &  Johnson.  Developers of safety needle devices against which we could
compete  include  Med-Design  Corp.,  New  Medical  Technologies,  Retractable
Technologies,  Inc., Univec, Inc. and Specialized Health Products International,
Inc.  Our  Color MRI technology, if developed, approved and commercialized, will
compete  in  the  United States and abroad against technologies manufactured and
distributed  by  companies  such  as GE and Siemens. Most of our competitors are
substantially larger and better financed than we are and have more experience in
developing medical devices and/or software than we do. These competitors may use
their  substantial  resources  to  improve  their current products or to develop
additional products that may compete more effectively with our planned products,
or  may  render  our planned products obsolete. In addition, new competitors may
develop products that compete with our planned products, or new technologies may
arise  that could significantly affect the demand for our planned products. Even
if  we  are  successful  in bringing our planned products to market, there is no
assurance that we can successfully compete. We cannot predict the development of
future  competitive  products  or  companies.

     In the U.S., the vast majority of decisions relating to the contracting for
and  purchasing  of  medical  supplies  are made by the representatives of group
purchasing  organizations  ("GPOs")  rather  than  the  end-users of the product
(nurses,  doctors,  and  testing  personnel). GPOs and manufacturers often enter
into  long-term  exclusive contracts which can prohibit entry in the marketplace
by  competitors.  In the needle and syringe market, the market share leader, BD,
has  utilized,  among  other  things,  long-term  exclusive contracts which have
restricted  entry  into  the  market  by  most of our competitors. We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's  marketability in the U.S. We will be materially adversely affected if
we  are  unable  to  compete  successfully.

BECAUSE  WE  DEPEND  ON  A  SINGLE  TECHNOLOGY,  WE  ARE  VULNERABLE TO SUPERIOR
COMPETING  PRODUCTS  OR  NEW TECHNOLOGIES THAT COULD MAKE OUR RETRACTABLE SAFETY
NEEDLE  DEVICES  OBSOLETE
     Because we have a narrow focus on a particular product and technology (e.g.
retractable  safety  syringe),  we are vulnerable to the development of superior
competing  products and to changes in technology which could eliminate or reduce
the  need  for our products. If a superior technology is created, the demand for
our  product  could  greatly  diminish causing our commercialization efforts and
future  prospects  to  be  materially  adversely  affected.

BECAUSE  WE  RELY  ON  THIRD  PARTIES  FOR  RESEARCH  AND DEVELOPMENT ACTIVITIES
NECESSARY  TO  COMMERCIALIZE OUR PRODUCT, WE HAVE LESS DIRECT CONTROL OVER THOSE
ACTIVITIES.  THIS  COULD  HAVE  A  MATERIALLY  ADVERSE  EFFECT  ON  OUR  FUTURE
PROSPECTS.
     We  do  not  maintain  our  own  laboratory  and  we  do not employ our own
researchers.  We  have  contracted  with  third  parties  in the past to conduct
research,  development and testing activities and we expect to continue to do so
in  the  future.  Because  we  rely  on  such third parties, we have less direct
control  over  those  activities and cannot assure you that the research will be
done  properly  or in a timely manner, or that the results will be reproducible.
Our  inability  to  conduct  research  and  development  may delay or impair our
ability to develop, obtain approval for and commercialize our retractable safety
syringe.  The  cost  and time to establish or locate an alternative research and
development  facility  to develop our technology could have a materially adverse
effect  on  our  future  prospects.

YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK  MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS AND WARRANTS WE HAVE GRANTED
OR  MAY GRANT IN THE FUTURE AND BY THE COMMON STOCK WE HAVE ISSUED OR WILL ISSUE
IN  THE  FUTURE.
     As  of  March  31,  2007,  we  had  a total of 563,162 options and warrants
outstanding (after the 1 for 20 reverse-split effective January 23, 2007), which
consisted  of  options  to  purchase  up  to  110,000  shares of common stock at
exercise  prices  ranging  from  $1.00 to $10.00 per share (of which 94,000 were
exercisable)  and  warrants  to purchase up to 453,162 shares of common stock at
exercise  prices  ranging  from  $0.02  to  $5.00  per  share (all of which were
exercisable).


                                       11
<PAGE>
All of the options and 107,500 of the warrants outstanding are presently "out of
the  money",  meaning that the exercise price in greater than the current market
price  of our common stock.   We may decide, however, to modify the terms and/or
exercise  price of these "out of the money" options and warrants.  To the extent
that  the  outstanding  options  and  warrants  to purchase our common stock are
exercised,  your ownership interest may be diluted.  If the warrants and options
are exercised and sold into the market, they could cause the market price of our
common  stock  to  decline.

     From  time  to  time  the Company has issued and plans to continue to issue
shares  of its common stock to pay current and future obligations.  During 2006,
the Company issued 325,000 shares for services (after the 1 for 20 reverse-split
effective  January 23, 2007).  If and when, and to the extent that, those shares
are  sold into the market, they could cause the market price of our common stock
to  decline.

     As  of  March 31, 2007, we had 250,000,000 shares authorized and 15,808,111
shares outstanding.  The authorized but unissued shares have the same rights and
privileges  as  the common stock presently outstanding.  The unissued authorized
shares  can  be issued without further action of the shareholders.  If and when,
and  to the extent that, the unissued authorized shares are issued and sold into
the  market,  they  could cause the market price of our common stock to decline.

THE  LOSS  OF THE SERVICES OF CERTAIN THIRD PARTIES AND OUR OFFICER AND DIRECTOR
COULD  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS.
     We  are dependent upon the services of third parties related to development
and  commercialization  of our planned products.  The loss of their services and
the  inability  to  retain  acceptable substitutes could have a material adverse
effect  on our future prospects.  We are also dependent upon the services of Ron
Wheet,  our  officer and director.  The loss of his services or our inability to
retain suitable replacements could have a material adverse effect on our ability
to  continue  operating.

BECAUSE  WE  HAVE  LIMITED  EXPERIENCE  IN  THE  MEDICAL DEVICE INDUSTRY AND OUR
OFFICER  AND DIRECTOR HAS OTHER BUSINESS INTERESTS, OUR BUSINESS MAY TAKE LONGER
TO  DEVELOP,  WHICH  COULD  ADVERSELY  AFFECT  OUR  FUTURE  PROSPECTS.
     We have had limited experience in the medical device industry. In addition,
our  officer and director may be involved in a range of business activities that
are  not related to our business. Consequently, there are potential conflicts in
the  amount of time he can devote to our business. Not more than 50% of his time
will be devoted to RMCP's activities. Consequently, our business may take longer
to  develop,  which  could  adversely  affect  our  future  prospects.

IF  WE  CANNOT  GENERATE  ADEQUATE, PROFITABLE SALES OF OUR PLANNED PRODUCTS, WE
WILL  NOT  BE  SUCCESSFUL
     In  order  to  succeed  as  a  company, we must develop commercially viable
products  and  sell  adequate  quantities  at  a high enough price to generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a  commercially  viable  product, a number of factors may affect future sales of
our  product.  These  factors  include:

          -    Whether  we  will  be successful in obtaining FDA approval in the
               future;

          -    Whether physicians, patients and clinicians accept our product as
               a  viable,  safe  alternative  to  the  standard medical syringe;

          -    Whether  the  cost  of  our product is competitive in the medical
               marketplace;  and

          -    Whether we successfully contract the manufacture and marketing of
               the  syringe  to  third  parties  or  develop  such  capabilities
               ourselves

OUR  PLANNED  PRODUCTS,  IF  SUCCESSFULLY  COMMERCIALIZED,  COULD  BE EXPOSED TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND,  DIVERT  MANAGEMENT ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN
AND  MAINTAIN  INSURANCE  COVERAGE,  WHICH  COULD  JEOPARDIZE  OUR  LICENSE.
     The  testing,  manufacture, marketing and sale of our planned products will
involve  an inherent risk that product liability claims will be asserted against
us.  We  currently do not have insurance which relates to product liability, but
will  seek  to  obtain coverage at such time as we have a product ready to sell,
although  there  is  no  assurance  we will be able to obtain or to pay for such
coverage. Even if we obtain product liability insurance, it may prove inadequate
to  cover  claims


                                       12
<PAGE>
and/or  costs  related  to  potential litigation.  The costs and availability of
product  liability  insurance  are  unknown.  Product  liability claims or other
claims  related  to  our  planned  product,  regardless  of their outcome, could
require  us  to  spend  significant  time  and  money  in  litigation  or to pay
significant  settlement  amounts or judgments.  Any successful product liability
or other claim may prevent us from obtaining adequate liability insurance in the
future  on  commercially  desirable  or  reasonable terms.  In addition, product
liability  coverage  may  cease  to  be available in sufficient amounts or at an
acceptable  cost.  Any  inability  to obtain sufficient insurance coverage at an
acceptable  cost  or  otherwise  to  protect against potential product liability
claims could prevent or inhibit the commercialization of our planned product.  A
product  liability  claim could also significantly harm our reputation and delay
market  acceptance  of  our  planned  products.

STRINGENT,  ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PLANNED PRODUCTS
COULD  LEAD  TO  DELAYS  IN  MANUFACTURE,  MARKETING  AND  SALES
     The  FDA continues to review products even after they receive FDA approval.
If  and  when the FDA approves our planned products, manufacturing and marketing
will  be  subject  to ongoing regulation, including compliance with current Good
Manufacturing  Practices,  adverse  reporting requirements and the FDA's general
prohibitions  against  promoting products for unapproved or "off-label" uses. We
and  any third party manufacturers we may use are also subject to inspection and
market surveillance by the FDA for compliance with these and other requirements.
Any  enforcement action resulting from failure to comply with these requirements
could affect the manufacture and marketing of our planned products. In addition,
the  FDA can withdraw a previously approved product from the market at any time,
upon  receipt  of  newly  discovered  information.

HEALTHCARE REFORM AND CONTROLS ON HEALTHCARE SPENDING MAY LIMIT THE PRICE WE CAN
CHARGE  FOR  OUR  PLANNED  PRODUCTS  AND  THE  AMOUNT  WE  CAN  SELL
     The federal government and private insurers have considered ways to change,
and  have  changed,  the manner in which healthcare services are provided in the
United  States.  Potential  approaches  and  changes  in  recent  years  include
controls on healthcare spending and the creation of large purchasing groups.  In
the  future, it is possible that the government may institute price controls and
limits  on  Medicare  and  Medicaid  spending.  These  controls and limits might
affect  the  payments  we  collect  from sales of our product, if and when it is
commercially  available.  Assuming we succeed in bringing our product to market,
uncertainties  regarding  future  healthcare  reform and private practices could
impact  our  ability  to  sell  our  product  in  large quantities at profitable
pricing.

     It  is  quite  possible  that new regulations could be proposed and adopted
which  could  restrict marketing of our products.  Although we are not presently
aware  of  any  such pending or proposed regulations, there is no assurance that
they  will  not  be  enacted  or  imposed.

UNCERTAINTY  OF  THIRD-PARTY  REIMBURSEMENT COULD AFFECT OUR ABILITY TO SELL OUR
PLANNED  PRODUCTS  AT  A  PROFIT
     Sales  of medical products largely depend on the reimbursement of patients'
medical  expenses  by  governmental  healthcare  programs  and  private  health
insurers. There is no guarantee that governmental healthcare programs or private
health  insurers  will  cover  the  cost  of  our  product,  if  and  when it is
commercially  available, or permit us to sell our product at a high enough price
to  generate  a  profit.

OUR  LIMITED  OPERATING  HISTORY  MAKES  EVALUATING  OUR  STOCK  MORE  DIFFICULT
     Since  inception  in  1986,  we  have  engaged  primarily  in  research and
development,  technology  licensing,  and raising capital.  This limited history
may  not  be  adequate  to enable you to fully assess our ability to develop and
commercialize  our  planned  products  and  to  achieve market acceptance of our
planned  products  and  to  respond  to  competition.

WE  HAVE  A  HISTORY  OF  LOSSES  AND  EXPECT  FUTURE  LOSSES
     We  have  had  annual  losses  since  our  inception in 1986.  We expect to
continue to incur losses until we can sell enough products at prices high enough
to  generate a profit.  As of December 31, 2006, we had accumulated a deficit of
approximately  $(14,727,545).  There  is  no assurance that our planned products
will  be  commercially  viable.  There  is  no  assurance  that we will generate
revenue  from  the  sale  of  our  planned  products  or that we will achieve or
maintain  profitable  operations.


                                       13
<PAGE>
OUR  STOCK PRICE IS VOLATILE AND YOUR INVESTMENT IN OUR SECURITIES COULD DECLINE
IN  VALUE,  RESULTING  IN  SUBSTANTIAL  LOSSES  TO  YOU
     The  market  price of our common stock, which is over the counter (National
Quotation  Bureau  "Pink  Sheets")  under  the  symbol "RMCP", has been, and may
continue  to  be,  highly  volatile.  Factors  such  as announcements of product
development  progress,  financings,  technological  innovations or new products,
either  by  us  or  by  our  competitors  or  third  parties,  as well as market
conditions  within the medical devices industry may have a significant impact on
the market price of our common stock.  In general, medical device stocks tend to
be volatile even during periods of relative market stability because of the high
rates  of  failure  and substantial funding requirements associated with medical
device companies.  Market conditions and conditions of the medical device sector
could  also  negatively  impact  the  price  of  our  common  stock.

BECAUSE OUR STOCK IS CONSIDERED TO BE A "PENNY STOCK", YOUR ABILITY TO SELL YOUR
STOCK  MAY  BE  LIMITED
     The  Penny  Stock  Act  of  1990  requires  specific  disclosure to be made
available  in connection with trades in the stock of companies defined as "penny
stocks".  The  Securities  and Exchange Commission (SEC) has adopted regulations
that  generally define a penny stock to be any equity security that has a market
price  of  less  than  $5.00  per  share,  subject  to certain exceptions. If an
exception  is  unavailable,  the  regulations require the delivery, prior to any
transaction  involving  a  penny  stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risk associated therewith as well as the written
consent  of  the  purchaser  of such security prior to engaging in a penny stock
transaction.  The  regulations  on  penny  stock  may  limit  the ability of the
purchasers  of  our  securities  to  sell  their  securities  in  the  secondary
marketplace.

ALTHOUGH WE BELIEVE THAT OUR SYSTEM OF DISCLOSURE CONTROLS AND INTERNAL CONTROLS
OVER  FINANCIAL  REPORTING  ARE  ADEQUATE, SUCH CONTROLS ARE SUBJECT TO INHERENT
LIMITATIONS.
      Although  we  believe  that our system of disclosure controls and internal
controls  over financial reporting are adequate, we can not assure you that such
controls will prevent all errors or all instances of fraud. A control system, no
matter  how  well  designed  and  operated,  can  provide  only  reasonable, not
absolute,  assurance  that the control system's objectives will be met. Further,
the  design  of  a  control system must reflect the fact that there are resource
constraints,  and  the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of  fraud,  if  any,  within  our  company  will  be  detected.  These  inherent
limitations  include  the  realities  that  judgments  in decision-making can be
faulty,  and  that  breakdowns  can  occur  because  of simple error or mistake.
Controls  can  also  be  circumvented by the individual acts of some persons, by
collusion  of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated  goals  under  all  potential  future conditions. Over time, controls may
become  inadequate  because  of  changes  in  conditions or deterioration in the
degree  of  compliance  with  policies  or  procedures.  Because of the inherent
limitation  of  a  cost-effective  control system, misstatements due to error or
fraud  may  occur  and  not  be  detected.

MR.  WHEET,  OUR  CEO  AND A DIRECTOR, HAS VOTING CONTROL OF THE COMPANY AND CAN
UNILATERALLY  MAKE  BUSINESS  DECISIONS  FOR  US.  ALTHOUGH  WE HAVE TWO OUTSIDE
DIRECTORS,  THERE  ARE NO PROCEDURES IN PLACE TO RESOLVE POTENTIAL CONFLICTS AND
TO  EVALUATE  RELATED  PARTY  TRANSACTIONS  THAT  ARE  TYPICALLY  REVIEWED  BY
INDEPENDENT  DIRECTORS.
     Because  Mr. Wheet owns 1,000,000 Series 2006 Preferred shares, which gives
him  the  right  to  vote 125,000,000 shares in addition to the shares of common
stock  he  already  owns,  voting  together as a single class with the Company's
common  stock.,  he  controls  a majority of the  Company's common stock and can
unilaterally  make  business  decisions  on  our  behalf.  Although  we recently
appointed  two  outside  directors,  there are no procedures in place to resolve
potential  conflicts  and evaluate related party transactions that are typically
reviewed  by  independent  directors.

WE DO NOT EXPECT TO PAY DIVIDENDS
     We  have  not  declared  or  paid, and for the foreseeable future we do not
anticipate  declaring  or  paying,  dividends  on  our  common  stock.


                                       14
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY

     None

ITEM  3.  LEGAL  PROCEEDINGS.

     On  March  1,  2007,  the  Company filed a lawsuit in the District Court of
Tulsa  County,  Oklahoma  against Globe Med Tech, Inc. to rescind, terminate and
seek  monetary  damages  for  the  non-fulfillment and breach of a joint venture
agreement  entered  into  November  3,  2005  and  other  related agreements, in
addition  to  an  accounting  of  expenditures  of  funds  under  the  terms and
provisions  of  the  agreements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On  November 17, 2006, the holders of a majority of our voting stock signed
a  written  consent  approving (i) an amendment to our Articles of Incorporation
changing our name to "Revolutions Medical Corporation" (the "Name Change"), (ii)
an amendment to our Articles of Incorporation authorizing our board of directors
from  time  to  time  in  their  discretion and without approval of holders of a
majority  of our outstanding shares entitled to vote, to approve a reverse stock
split  of  our outstanding common stock without a corresponding reduction of our
authorized  shares  of  common  stock  (the  "Charter  Amendment");  and,  (iii)
authorizing  a 1 for 20 reverse stock split of our issued and outstanding shares
of  common  stock  without  corresponding  reduction in the number of authorized
shares  of  common  stock  we  are  authorized  to  issue  under our Articles of
Incorporation  (the  "Reverse  Stock  Split"). As a result, the Name Change, the
Charter Amendment to the Articles of Incorporation, and the Reverse Stock Split,
were  approved, and neither a meeting of our stockholders nor additional written
consents  were necessary. A Definitive Information was mailed to shareholders on
or  about  November  29,  2006.

                                    PART II

ITEM 5.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY

     (a)  Market Information

     Our common stock is traded over the counter under the trading symbol
"RMCP".  The high and low prices for our common stock during the calendar
quarters ended were:

<TABLE>
<CAPTION>
          Quarter ended       High    Low
          ------------------  ------  -------
<S>                           <C>     <C>

          December 31, 2006   $0.059  $ 0.025
          September 30, 2006  $ 0.05  $ 0.027
          June 30, 2006       $0.039  $0.0175
          March 31, 2006      $ 0.05  $ 0.022
          December 31, 2005   $0.055  $ 0.022
          September 30, 2005  $0.063  $ 0.017
          June 30, 2005       $0.033  $ 0.016
          March 31, 2005      $0.041  $ 0.030
</TABLE>

     Quotations on the National Quotation Bureau Pink Sheets reflect bid and ask
quotations,  may reflect inter-dealer prices, without retail markup, markdown or
commission,  and  may  not  represent  actual  transactions

     (b)  Holders

     As of March 31, 2007, we estimate that there were approximately 450 holders
of  record  of  our  common stock.  This figure does not take into account those
shareholders  whose certificates are held in the name of broker-dealers or other
nominees.


                                       15
<PAGE>
     (c)  Dividends

     We  have  not  declared  any  dividends  in the past, and we do not plan to
declare  dividends  in  the  future.

ITEM  6.  PLAN  OF  OPERATION

     The  following  discussion  of  our  cash  requirements  and  liquidity and
resources  contains  forward-looking  statements  that  are  based  upon current
expectations.  These  forward-looking  statements fall within the meaning of the
federal  securities  laws  that  relate to future events or our future financial
performance.  In  some  cases,  you  can  identify forward-looking statements by
terminology  such  as  "may," "will," "expect," "plan," "anticipate," "believe,"
"estimate,"  "intend,"  "potential" or "continue" or the negative of these terms
or  other  comparable terminology.  Forward-looking statements involve risks and
uncertainties.  Our  actual  results  and  the  timing  of  events  could differ
materially  from those anticipated in our forward-looking statements as a result
of  many  factors;  including,  our  ability to obtain financing when needed.  A
discussion of these risks and uncertainties can be found under the heading "RISK
FACTORS"  and  elsewhere  in  this  report.  We cannot guarantee future results,
levels  of  activity,  performance  or achievements.  We assume no obligation to
update any of the forward-looking statements after the date of this report or to
conform  these  forward-looking  statements  to  actual  results.

     1.   Plan of Operation for the Next Twelve Months

     (i)  Cash  Requirements

LIQUIDITY,  CAPITAL  RESOURCES  AND  CASH  REQUIREMENTS
     As of December 31, 2006, the Company did not have and continues to not have
sufficient  cash to pay present obligations as they become due. We are searching
for  additional  financing  to  generate the liquidity necessary to continue our
operations. We require an estimated $4.5 million in capital over the next twelve
months,  $1.0  million of which is for costs to finalize product development and
to begin beta testing for the color MRI technology, $1.0 million of which is for
safety syringe product development, $1.0 of which is for manufacturing of safety
syringes  if  FDA  approval  is obtained,  and $1.0 for working capital to cover
expenses,  such  as rent, telephone, auditing, financial reporting requirements,
and  administrative  expenses,  including  salaries.  Due  to  current  economic
conditions and the Company's risks and uncertainties, there is no assurance that
we  will be able to raise any additional capital on acceptable terms, if at all.
Because  of  these  uncertainties, the auditors have expressed substantial doubt
about  our  ability to continue as a going concern. We do not presently have any
investment  banking  or  advisory  agreements  in place and due to the Company's
risks  and  uncertainties,  there  is no assurance that we will be successful in
establishing  any  such  agreements.  Even  if  such agreements are established,
there  is  no  assurance  that  they  will  result in any funding.  If we obtain
additional  funds  by  selling any of our equity securities or by issuing common
stock  to  pay  current  or  future obligations, the percentage ownership of our
stockholders  will  be reduced, stockholders may experience additional dilution,
or the equity securities may have rights preferences or privileges senior to the
common  stock.  If adequate funds are not available to us on satisfactory terms,
we may be required to cease operating or otherwise modify our business strategy.
See  "RISK  FACTORS."

     Because  we  do not currently generate any cash from operations and have no
credit  facilities  available,  our only means of funding is through the sale of
our  common  stock.  We  presently  have  250,000,000  shares  of  common  stock
authorized,  of  which 15,808,111 shares were issued and outstanding as of March
31, 2007.  If we obtain additional funds by selling any of our equity securities
or  by issuing common stock to pay current or future obligations, the percentage
ownership  of  our  stockholders  will  be  reduced, stockholders may experience
additional  dilution,  or  the  equity securities may have rights preferences or
privileges  senior  to the common stock.  If adequate funds are not available to
us  when  needed on satisfactory terms, we may be required to cease operating or
otherwise  modify  our  business  strategy.

     (ii) Product Development and Research Plan for the Next Twelve Months

     If  the  Company  raises the necessary funds, the Company plans to complete
the  testing  of the safety syringe and to prepare and submit an application for
FDA  approval,  and  5he Company also plans to complete the development and beta
testing  of  the  Color  MRI  software.


                                       16
<PAGE>
     (iii)  Expected Purchase or Sale of Plant and Significant Equipment.

     None.

     (iv)  Expected Significant Changes in the Number of Employees

     None.

ITEM 7.  FINANCIAL STATEMENTS

     See Part F/S

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     None

ITEM 8A. CONTROLS AND PROCEDURES

     Within  the  90  days prior to the date of this report, the Company's Chief
Executive  Officer,  who is also the principal financial officer, carried out an
evaluation  of  the  effectiveness  of the design and operation of the Company's
disclosure  controls and procedures pursuant to Exchange Act Rules 13a-14. Based
on  that  evaluation,  the  Chief  Executive  Officer (who is also the principal
financial  officer)  concluded  that  the  Company's  disclosure  controls  and
procedures are effective in timely alerting them to material information related
to  the  Company  that  is required to be included in the Company's periodic SEC
filings.  Subsequent  to the date of this evaluation, there have been no changes
in  the Company's internal controls or in other factors that could significantly
affect  these  controls,  and  no discoveries of any significant deficiencies or
material  weaknesses  in  such  controls  that would require the Company to take
corrective  action.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     (a)     Identity of Directors and Executive Officers

     Rondald  Wheet,  age  42,  is  Chairman, CEO and a Director of RMCP and has
served  in  such  capacity  since  March  16,  2005.

     Thomas  M.  Beahm,  MD,  FACS, age 56, is a practicing plastic surgeon, who
lives  in Chattanooga, Tennessee. He is an active member of the American Society
of  Plastic  Surgeons,  American  College  of  Surgeons,  and  American  Medical
Association,  and simultaneously owns and runs his own practice. In addition, he
is  Secretary  of  Integrated  Voice  Systems,  which  has  software in over 130
hospitals,  and  is  also serving on the board of Clear Image, Inc., a privately
held  company  specializing  in proprietary MRI Software and Hardware. Dr. Beahm
also  has  experience  directing  plastic  surgery mission work in various third
world  countries,  coming to the aid of thousands of people in Asia, Africa, and
South  America.  He has served as a director of the Company since October, 2006.

     Thomas  O'Brien,  age  59, is acting President and CEO of Clear Image, Inc.
(MRI  Software/Hardware),  and  has  more  than  twenty  (20)  years  of general
management  experience  in  the medical device industry. His background includes
domestic  and international sales, marketing and distribution of high technology
medical  systems  and  services.  He  is  fluent  in Mandarin, and served at the
National  Security  Agency,  holding  a Top Secret Crypto Clearance as a Chinese
linguist. Mr. O'Brien has held executive positions with medical industry leaders
such  as  Pfizer,  Toshiba,  and Johnson and Johnson's subsidiary the Technicare
Corporation.  He  has  served  as  a  director  of


                                       17
<PAGE>
the Company since October, 2006.

     (b)  Other Directorships.

     Mr. Wheet and Mr. O'Brien were previously directors of Clear Image, Inc., a
private company that was acquired by the Company on January 30, 2007.

     (c)  Family Relationships

     None.

     (d)  Involvement in Legal Proceedings of Officers, Directors, and Control
Persons

     None.

ITEM 10.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                          Long Term Compensation
                                                ------------------------------------
                      Annual  Compensation               Awards             Payouts
                 -----------------------------  --------------------------  --------
                                       Other
Name and                               Annual    Restricted    Securities             All Other
Principal                             Compen-      Stock       Underlying     LTIP     Compen-
Position   Year    Salary     Bonus    sation      Awards     Options/SARs  Payouts     sation
---------  ----  -----------  ------  --------  ------------  ------------  --------  ----------
<S>        <C>   <C>          <C>     <C>       <C>           <C>           <C>       <C>
Ron
Wheet,
CEO        2006  $150,000(1)  $  -0-  $    -0-  $  20,000(2)           -0-  $    -0-  $      -0-
Ron
Wheet,
CEO        2005  $112,500(3)  $  -0-  $    -0-  $ 320,000(4)           -0-  $    -0-  $      -0-
</TABLE>

(1)  Represents  Mr. Wheet's accrued salary for 2006, pursuant to his employment
     agreement.  As  of December 31, 2006, approximately $147,024 of Mr. Wheet's
     accrued  salary  from  2006  remained  unpaid.
(2)  Represents  the  fair  market  value of the 1,000,000 shares of Series 2006
     preferred  stock  issued  to  Mr.  Wheet  during  2006
(3)  Mr.  Wheet's  employment  agreement specifies an annual salary of $150,000.
     Mr. Wheet's 2005 salary, as listed above, is lower than $150,000 because he
     became  CEO  of  the  Company  in  March,  2005.  As  of December 31, 2005,
     approximately  $26,250  of  Mr.  Wheet's  accrued salary from 2005 remained
     unpaid.  During  2006,  the Company paid his remaining 2005 salary in full.
(4)  Represents  the  fair  market  value  as of March 15, 2006 of the 8,000,000
     shares  of  common  stock  issued  to  Mr.  Wheet  during  2005


                                       18
<PAGE>
<TABLE>
<CAPTION>
   Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
   --------------------------------------------------------------------------------


                                                 Number of Securities  Value of
                                                 Underlying            Unexercised
                                                 Unexercised           In-the-Money
                                                 Options/SARs at       Options/SARs at
                                                 FY-End                FY-End
                Shares Acquired                  Exercisable/          Exercisable/
Name            on Exercise      Value Realized  Unexercisable         Unexercisable
--------------------------------------------------------------------------------------
<S>             <C>              <C>             <C>                   <C>

Ron Wheet, CEO             N/A             N/A                      0                0
</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  shareholders  are  known  to  us to own more than 5% of the
outstanding  common  stock  of  the Company.  Except as otherwise indicated, all
information  is  as  of March 31, 2007 and ownership consists of sole voting and
investment  power.

<TABLE>
<CAPTION>
                                                                Beneficial    Percentage of
                                              Relationship to   Ownership     Outstanding
Name and Address                              Company           Common Stock  Common Stock
--------------------------------------------------------------------------------------------
<S>                                           <C>               <C>           <C>

Rondald L. Wheet . . . . . . . . . . . . . .  CEO and Director     2,314,000        14.64%*
2073 Shell Ring Circle
Mt. Pleasant,  SC  29466

Dr. Thomas Beahm . . . . . . . . . . . . . .  Director             1,645,625          10.41%

Thomas O'Brien . . . . . . . . . . . . . . .  Director             1,784,349          11.29%

Officer and Directors As a Group (3 persons)                       5,743,974          36.34%
</TABLE>

*  Does  not  include  the  1,000,000  shares  of  Series  2006 Preferred Stock,
described  below.

Preferred  Stock
-----------------

     The  Company  has  5,000,000  shares  of Preferred Stock ($0.001 par value)
authorized.  On  October  24,  2006,  the Company designated 1,000,000 shares as
Series 2006 Preferred Stock, which were then issued the shares to Mr. Wheet, the
Company's  CEO.  Each  Series  2006 Preferred is convertible, at any time at the
discretion  of  Mr. Wheet, into one share of the Company's common stock for each
share  of Series 2006 Preferred. Each Series 2006 Preferred has voting rights of
125  votes  per share of Series 2006 Preferred voting together as one class with
the  Company's common stock. As a result, Mr. Wheet has effective voting control
of  the  Company's  common stock and as such can unilaterally decide on business
matters.  Upon  conversion  of  the  Series 2006 Preferred, each share of common
stock resulting from the conversion shall be entitled to one vote per share--not
125  votes  per  share.


                                       19
<PAGE>
Common  Stock  Options  and  Warrants  Outstanding
---------------------------------------------------

     As  of  March  31,  2007,  we  had  a total of 563,162 options and warrants
outstanding (after the 1 for 20 reverse-split effective January 23, 2007), which
consisted  of  options  to  purchase  up  to  110,000  shares of common stock at
exercise  prices  ranging  from  $1.00 to $10.00 per share (of which 94,000 were
exercisable)  and  warrants  to purchase up to 453,162 shares of common stock at
exercise  prices  ranging  from  $0.02  to  $5.00  per  share (all of which were
exercisable).  All  of  the  options and 107,500 of the warrants outstanding are
presently  "out  of  the money", meaning that the exercise price in greater than
the  current market price of our common stock. We may decide, however, to modify
the  terms  and/or  exercise  price  of  these  "out  of  the money" options and
warrants.  To  the  extent that the outstanding options and warrants to purchase
our  common  stock are exercised, your ownership interest may be diluted. If the
warrants  and  options  are exercised and sold into the market, they could cause
the market price of our common stock to decline. None of the options or warrants
outstanding  as  of  March  31,  2007  was  granted  to  officers  or directors.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On October 24, 2006, the Company issued 1,000,000 shares of its Series 2006
Preferred  Stock  to  Mr. Wheet. The Series 2006 Preferred Stock gives Mr. Wheet
the  right to vote 125,000,000 shares together with the common stock as a class.
Accordingly  Mr.  Wheet  will  have  the right to vote a total of 83% of all the
Company's  shares  entitled  to  vote  on  any matter presented to the Company's
stockholders.  A  Form  8-K  regarding the issuance of the Series 2006 Preferred
Stock  to  Mr.  Wheet  was  filed  with  the  SEC  on  November  1,  2006.

     Subsequent  to  year  end  and  in connection with the acquisition of Clear
Image, Inc., Mr. Wheet received 2,286,000 shares of restricted common stock, Dr.
Beahm  received  1,599,125  shares  of  restricted common stock, and Mr. O'Brien
received  1,645,625 shares of restricted common stock. Mr. Wheet and Mr. O'Brien
were  directors and shareholders and Dr. Beahm was a shareholder of Clear Image,
Inc.  prior  to  its  acquisition  by  the  Company.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibits:
     See  "Index  to  and  Description  of  Exhibits"

Reports  on  Form  8-K:
     On October 12, 2006, the Company announced the appointment of Dr. Beahm and
Mr. O'Brien as members of the Company's Board of Directors. A Form 8-K was filed
with  the  SEC  on  October  12,  2006.

     On  October  24,  2006  the Company agreed to issue 1,000,000 shares of its
Series 2006 Preferred (hereinafter defined) to Rondald Wheet ("Wheet") under the
facts  and  circumstances  described  below:

     On  October  24,  2006,  the Board of Directors determined that Wheet , the
Chairman  of  the  Board,  and its President and CEO, pursuant to his employment
agreement  with  the Company dated as of March 18, 2005, was entitled to a bonus
of  one  million (1,000,000) shares of its newly created 2006 Series Convertible
Preferred  Stock,  par  value  $.001 per share (the "Series 2006 Preferred"), as
additional  recognition  and  compensation  for  all  of Wheet's services to the
Company during the period of time he served as its sole director and officer for
(i)  supervising and guiding the Company to the point where its product is ready
for  testing  under current FDA guidelines, (ii) deferring substantially all his
compensation for more than one and one-half years under the aforesaid employment
agreement, and (iii) advancing disbursements on the Company's behalf. The Series
2006  Preferred have an agreed value of $20,000 as determined by the independent
members  of  the Company's board of directors who used the public market trading
price  of  $.03 per share on the date of the agreement to ascertain the value of
the  Series 2006 Preferred and then discounted the shares by 33 and 1/3% because
they  are  restricted  securities. Based on this methodology, the purchase price
for  the  Series  2006  Preferred is $.02 per share, or a total of $20,000. Each
Series  2006  Preferred  is convertible, at any time at the discretion of Wheet,
into  one  share  of  the  Company's  common stock for each share of Series 2006
Preferred.  Each  Series 2006 Preferred has voting rights of 125 votes per share
of  Series 2006 Preferred voting together as one class with the Company's common
stock.  Upon conversion of the Series 2006 Preferred, each share of common stock
resulting  from  the conversion shall be entitled to one vote per share--not 125
votes  per  share.  The


                                       20
<PAGE>
Company  has  filed  a  Certificate of Designation for the Series 2006 Preferred
with  the Nevada Secretary of State. Under the terms of the issuance, all of the
Series  2006  Preferred issued to Wheet are restricted securities and may not be
transferred,  sold  or otherwise disposed of in the absence of an exemption from
registration  under  the  Securities  Act  of 1933, as amended, together with an
opinion  of  counsel  acceptable  to  the  Company  or an effective registration
statement  under  the Securities Act. The Series 2006 Preferred sold to Wheet is
exempt  from  registration  under  Section  4(2)  of  the  Securities  Act  as a
transaction  by an issuer not involving a public offering in that it was made to
one accredited investor without any form of general solicitation or advertising.
A  Form  8-K  was  filed  with  the  SEC  on  November  1,  2006.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit Fees
     Audit  Fees  consist  of assurance and related services that are reasonably
related  to  the performance of the audit or review of our financial statements.
This  category  includes  fees  related  to the performance of audits and attest
services  not  required  by  statute  or regulations, and accounts consultations
regarding the application of GAAP to proposed transactions.  The aggregate Audit
Fees  billed  for  the fiscal years ended December 31, 2006 and 2005 were $9,610
and  $7,782  respectively.

Audit  Related  Fees
     The  aggregate  fees  billed  for  assurance  and  related  services by our
principal accountant that are reasonably related to the performance of the audit
or  review  of our financial statements, other than those previously reported in
this  Item  14,  for the fiscal years ended December 31, 2006 and 2005 were $-0-
and  $-0-.

Tax  Fees
     Tax  Fees  consist  of  the aggregate fees billed for professional services
rendered  by  our  principal  accounts  for  tax compliance, tax advice, and tax
planning.  These  services  include preparation for federal and state income tax
returns.  The  aggregate Tax Fees billed for the fiscal years ended December 31,
2006  and  2005  were  $765  and  $1,078,  respectively.

Audit  Committee
     The  Company's  Board of Directors functions as its audit committee.  It is
the  policy of the Company for all work performed by our principal accountant to
be approved in advance by the Board of Directors.  All of the services described
above  in  this  Item  14  were  approved  in advance by our Board of Directors.


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                        PART F/S

                             INDEX TO FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS
----------------------------
<S>                                                                                  <C>
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

Balance Sheet At December 31, 2006. . . . . . . . . . . . . . . . . . . . . . . . .  24

Statements Of Operations From Inception (August 16, 1996) Through December 31, 2006
And For The Years Ended December 31, 2006 and 2005. . . . . . . . . . . . . . . . .  25

Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2006
And For The Years Ended December 31, 2006 and 2005. . . . . . . . . . . . . . . . .  26

Statements Of Shareholders' Equity From Inception (August 16, 1996) Through
December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
</TABLE>


                                       22
<PAGE>
                                 [LOGO OMITTED]
                                     SUTTON
                                    ROBINSON
                                    FREEMAN

Independent Auditor's Report


To  the  Shareholders  of
Revolutions  Medical  Corporation  (formerly  Maxxon,  Inc.)
Tulsa,  Oklahoma

We have audited the accompanying balance sheet of Revolutions Medical
Corporation (formerly Maxxon, Inc.) (a development stage company) for the years
ended December 31, 2006 and 2005, and the related statements of operations,
shareholders' equity, and cash flows for the years ended December 31, 2006 and
2005 and for the period from December 16, 1996 (inception) to December 31, 2006.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maxxon, Inc. as of December 31,
2006 and 2005, and the results of its operations and its cash flows for the
years ended December 31, 2006 and 2005 and for the period from December 16, 1996
(inception) to December 31, 2006 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans regarding those
matters also are described in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Sutton Robinson Freeman & Co., P. C.

Sutton Robinson Freeman & Co., P. C.
Certified Public Accountants

April 7, 2007


                                       23
<PAGE>
<TABLE>
<CAPTION>
                 REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                              (A Development Stage Company)

                                      BALANCE SHEET
                                    December 31, 2006

<S>                                                                         <C>
                              ASSETS
CURRENT ASSETS
Cash                                                                        $      4,256
                                                                            -------------

TOTAL ASSETS                                                                $      4,256
                                                                            =============

                LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities                                    $    219,027
Accrued Salaries                                                                 941,152
Notes Payable and Accrued Interest                                               264,347
                                                                            -------------
  Total current liabilities                                                    1,424,526
                                                                            -------------

    Total liabilities                                                          1,424,526
                                                                            -------------

SHAREHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value,
  5,000,000 shares authorized; 1,000,000 shares issued and outstanding             1,000
Common stock, $0.001 par value,
  250,000,000 shares authorized; 145,460,798 shares issued and outstanding       145,460
Paid in capital                                                               13,160,815
Deficit accumulated during the development stage                             (14,727,545)
                                                                            -------------
  Total shareholders' deficiency                                              (1,420,270)
                                                                            -------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                              $      4,256
                                                                            =============
</TABLE>

The accompanying notes are an integral part of the interim financial statements


                                       24
<PAGE>
<TABLE>
<CAPTION>
                   REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                                (A Development Stage Company)

                                   STATEMENTS OF OPERATIONS
                From Inception (August 16, 1996) Through December 31, 2006 and
                        For The Years Ended December 31, 2006 and 2005

                                     FROM INCEPTION
                                        (AUGUST 16,
                                      1996) THROUGH           YEAR ENDED           YEAR ENDED
                                  DECEMBER 31, 2006    DECEMBER 31, 2006    DECEMBER 31, 2005
                                -------------------------------------------------------------
<S>                             <C>                  <C>                  <C>

Investment Income               $          170,753   $                -   $                -
Other Income                                 3,857                    -                    -
                                -------------------------------------------------------------
                                           174,610                    -                    -
                                -------------------------------------------------------------

EXPENSES
Research and development                 1,870,986               39,000              172,440
General and administrative              12,889,070              524,334            1,116,057
                                -------------------------------------------------------------
  Total operating expenses              14,760,056              563,334            1,288,497
                                -------------------------------------------------------------

Operating loss                         (14,585,446)            (563,334)          (1,288,497)
                                -------------------------------------------------------------

Interest income                             17,276                    -                    -
                                -------------------------------------------------------------

Interest expense                            84,634               34,968               18,621
                                -------------------------------------------------------------

Loss on disposal of assets                    (794)                   -               (2,800)
                                -------------------------------------------------------------

Depreciation and amortization               75,536                    -                6,465
                                -------------------------------------------------------------

Net loss from operations        $      (14,727,546)  $         (598,302)  $       (1,310,783)
                                =============================================================

Weighted average shares
outstanding                             43,653,331          142,209,160          101,145,015
                                -------------------------------------------------------------

Net loss per share (Note 1)     $            (0.34)  $            (0.00)  $            (0.01)
                                =============================================================
</TABLE>

The accompanying notes are an integral part of the interim financial statements


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                     REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                                                  (A Development Stage Company)

                                                     STATEMENTS OF CASH FLOWS
                                  From Inception (August 16, 1996) Through December 31, 2006 and
                                          For The Years Ended December 31, 2006 and 2005

                                                                         FROM INCEPTION
                                                                            (AUGUST 16,
                                                                          1996) THROUGH                 YEARS ENDED
                                                                      DECEMBER 31, 2006    DECEMBER 31, 2006    DECEMBER 31, 2005
                                                                    -------------------------------------------------------------
<S>                                                                 <C>                  <C>                  <C>
OPERATING ACTIVITIES
Net loss                                                            $      (14,727,545)  $         (598,302)  $         (669,716)
Plus non-cash charges to earnings:
  Depreciation and amortization                                                 75,525                                     3,233
  Common stock issued for services                                           3,357,408              108,500              300,501
  Preferred stock issued for services                                           20,000               20,000                    -
  Expenses paid by third parties                                                57,134                    -                    -
  Contribution of services by officer and employees                            799,154                    -                    -
  Services by officer and employees paid for
    with non-cash consideration                                                167,500                    -                    -
  Compensation cost for option price reduction                                  50,000               50,000                    -
  Amortization of compensation cost for options
    granted to non-employees and common stock
    issued for services                                                      1,775,577                    -                    -
  Allowance for doubtful accounts                                               50,900                    -               76,300
  Write-off of Notes Receivable                                                 14,636                    -               14,633
  Write-off of organizational costs                                              3,196                    -                    -
  Write-off of zero value investments                                          785,418                    -                    -
  Write-off of leasehold improvements and computer equipment                     2,006                    -                    -
  Compensation costs for stock options and warrants
    granted to non-employees                                                 1,205,015                    -                    -
Change in working capital accounts:
  (Increase) decrease in receivables from related parties                      (68,900)                   -                    -
  (Increase) decrease in prepaid expenses                                                                 -                8,333
  (Increase) decrease in other receivables                                    (176,577)                   -                    -
  Increase (decrease) in accrued salaries and consulting                       716,100              220,774              208,751
  Increase (decrease) in accrued interest                                       53,513               34,968                5,421
  Increase (decrease) in accounts payable and accrued liabilities            1,075,575               54,590               30,068
                                                                    -------------------------------------------------------------
    Total operating activities                                              (4,764,365)            (109,470)             (22,476)
                                                                    -------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of equipment                                                          (67,042)                   -                    -
Investment in syringe patent development                                       (10,000)                   -                    -
Investment in Ives Health Company                                             (251,997)                   -                    -
Investment in The Health Club                                                  (10,000)                   -                    -
                                                                    -------------------------------------------------------------
    Total investing activities                                                (339,039)                   -                    -
                                                                    -------------------------------------------------------------

FINANCING ACTIVITIES
Loans from shareholders                                                         13,907                    -                    -
Repayment of loans from shareholders                                            (8,005)                   -              (25,000)
Repayments of Promissory Notes                                                 190,754                    -                    -
Common stock subscribed                                                         34,000               34,000                    -
Sale of preferred stock for cash:                                               (1,000)                   -                    -


                                       26
<PAGE>
                                     REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                                                  (A Development Stage Company)

                                               STATEMENTS OF CASH FLOWS (continued)
                                  From Inception (August 16, 1996) Through December 31, 2006 and
                                          For The Years Ended December 31, 2006 and 2005

                                                                         FROM INCEPTION
                                                                            (AUGUST 16,
                                                                          1996) THROUGH                 YEARS ENDED
                                                                      DECEMBER 31, 2006    DECEMBER 31, 2006    DECEMBER 31, 2005
                                                                    -------------------------------------------------------------

Sale of common stock for cash:
  To third-party investors (prior to merger)                                   574,477                    -                    -
  To third-party investors                                                   3,226,045                    -                    -
  From exercise of stock options                                               924,800               78,000               90,200
  Less:  Issue Costs                                                          (102,318)                   -                    -
Convertible debentures issued for cash                                         355,000                    -                    -
Payment of exclusive license note payable                                     (100,000)                   -                    -
                                                                    -------------------------------------------------------------
    Total financing activities                                               5,107,660              112,000               65,200
                                                                    -------------------------------------------------------------

Change in cash                                                                   4,256                2,530               42,724
Cash at beginning of period                                                          -                1,726                2,380
                                                                    -------------------------------------------------------------

Cash at end of period                                               $            4,256   $            4,256   $           45,104
                                                                    =============================================================

Supplemental disclosure of cash flow information:
  Cash paid for interest and taxes during the period                            29,084                    -                    -
                                                                    -------------------------------------------------------------

Non-cash financing and investing activities:
  Investment in Globe Joint Venture                                                  0             (637,566)
  Common stock issued to founders                                                7,000                    -                    -
  Common stock issued in connection with merger
    with Cerro Mining Corporation                                                  300                    -                    -
  Common stock issued in Ives merger                                           346,262                    -                    -
  Common stock subscriptions                                                    69,800                    -                    -
  Capitalized compensation cost for options granted                          1,487,700                    -                    -
  Common stock issued in exchange for promissory note                          676,500                    -                    -
  Common stock issued for payment of debt                                       82,888                6,000                    -
  Common stock issued for convertible debentures                               190,660                    -                    -
  Common stock issued for services                                             471,663                    -                    -
  Common stock issued to pay Ives debt                                          27,000                    -                    -
</TABLE>

The accompanying notes are an integral part of the interim financial statements


                                       27
<PAGE>
<TABLE>
<CAPTION>
                                  REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                                               (A Development Stage Company)

                                            STATEMENTS OF STOCKHOLDERS' EQUITY
                                From Inception (August 16, 1996) Through December 31, 2006

                                                                                                 Deficit
                                                                                               Accumulated
                                                                                                during the
                                         Preferred  Stock     Common      Stock     Paid-In    Development   Subscription
                                          Shares    Amount    Shares     Amount     Capital       Stage       Receivable
                                         ---------------------------------------------------------------------------------
<S>                                      <C>        <C>     <C>          <C>      <C>          <C>           <C>
Balance at Inception
    (August 16, 1996)                                                0        0            0             0

Cerro Mining/Maxxon- OK Merger:
  Cerro Mining                                                 531,000      531         (231)
  Maxxon-OK:
    Shares issued to founders                                7,000,000    7,000
    Shares sold for cash to
    third-party investors                                      578,000      578      573,899
Ives Transactions:
    Investment in Ives Health Company                          311,240      311      310,951
    Investment in The Health Club                               35,000       35       34,965
    Conversion of Ives Debt                                     18,513       19       26,981
Issuance of Common Stock for:
    Cash from third-party investors                            218,569      219      353,501
    Cash from related party
    Promissory Notes                                            64,500       65      128,935
    Subscriptions Receivable                                    52,757       53       69,747                      (69,800)
    Services Rendered                                           90,499       90      173,337
    Debentures Converted                                       102,673      103       74,897
Net Income (Loss) at
    December 31, 1997                                                                             (795,376)
                                                            --------------------------------------------------------------
Balance at December 31, 1997                                 9,002,751    9,003    1,746,982      (795,376)       (69,800)

Issuance of Common Stock for:
    Conversion of Ives Debt                                     44,827       45       54,955
    Cash from third-party investor                              50,000       50       90,950
    Options exercised by
    third-parties for cash                                     545,867      546      359,354
    Options exercised by
    third-parties for services                                  24,133       24       18,076
    Services Rendered by
    third-parties                                              988,007      988      573,560
    Debentures Converted by
    third parties                                              548,574      549      274,451
    Settlement with related party                              350,000      350
Certificates canceled:                                         (91,572)     (92)     (40,173)
Value of Services Contributed
    by Officer
    and Employees                                                                    114,154
Compensation Cost for Stock
    Options Granted
    To Non-Employees                                                                 918,187
Cancellation of Subscriptions
    Receivable from related party                                                                                  69,800
Net Income (Loss) at December 31, 1998                                                          (2,584,383)
                                                            --------------------------------------------------------------
Balance at December 31, 1998                                11,462,587   11,463    4,110,497    (3,379,759)             0

Issuance of Common Stock for:
    Cash from third-party investor                             390,693      390      342,034
    Less: Issue Costs                                                                (16,743)
    Options exercised by
    third-parties for cash                                     300,000      300      149,700
    Services Rendered by
    third-parties                                              164,069      164      166,579
Value of Services Contributed
    by Officer and Employees                                                         280,000
Compensation Cost for Stock
    options Granted to Non-Employees                                                  89,728
Net Income (Loss) at December 31, 1999                                                          (1,014,555)
                                                            --------------------------------------------------------------
Balance at December 31, 1999                                12,317,349   12,317    5,121,795    (4,394,314)             0

Issuance of Common Stock for:
    Cash from third-party investor                             862,776      863      249,525
    Less: Issue Costs
Value of Services Contributed
     by Officer and Employees                                                        405,000
Net Income (Loss) at December 31, 2000                                                          (1,347,859)
                                                            --------------------------------------------------------------
Balance at December 31, 2000                                13,180,125   13,180    5,776,320    (5,742,173)             0

Issuance of Common Stock for:
    Cash from third-party investor                           6,558,333    6,558    1,598,142
    Purchased by Employees                                   3,650,000    3,650      543,850                     (547,500)
    Issued for Repayment of Debt                                50,000       50        7,450
    Less: Issue Costs                                                                (85,575)
    Services Rendered by third-parties                         450,000      450      422,000
Compensation Cost of stock issued
    and options granted for services                           200,000      200    1,487,500
Compensation Cost of stock issued
    and options granted for services
    to be amortizeed                                                              (1,048,754)
Net Income (Loss) at December 31, 2001                                                          (2,199,085)
                                                            --------------------------------------------------------------
Balance at December 31, 2001                                24,088,458   24,088    8,700,933    (7,941,258)      (547,500)


                                            Total
<S>                                      <C>
Balance at Inception
    (August 16, 1996)                             0

Cerro Mining/Maxxon- OK Merger:
  Cerro Mining                                  300
  Maxxon-OK:
    Shares issued to founders                 7,000
    Shares sold for cash to
    third-party investors                   574,477
Ives Transactions:
    Investment in Ives Health Company       311,261
    Investment in The Health Club            35,000
    Conversion of Ives Debt                  27,000
Issuance of Common Stock for:
    Cash from third-party investors         353,720
    Cash from related party
    Promissory Notes                        129,000
    Subscriptions Receivable                      0
    Services Rendered                       173,427
    Debentures Converted                     75,000
Net Income (Loss) at
    December 31, 1997                      (795,376)
                                         -----------
Balance at December 31, 1997                890,808

Issuance of Common Stock for:
    Conversion of Ives Debt                  55,000
    Cash from third-party investor           91,000
    Options exercised by
    third-parties for cash                  359,900
    Options exercised by
    third-parties for services               18,100
    Services Rendered by
    third-parties                           574,549
    Debentures Converted by
    third parties                           275,000
    Settlement with related party               350
Certificates canceled:                      (40,265)
Value of Services Contributed
    by Officer
    and Employees                           114,154
Compensation Cost for Stock
    Options Granted
    To Non-Employees                        918,187
Cancellation of Subscriptions
    Receivable from related party            69,800
Net Income (Loss) at December 31, 1998   (2,584,383)
                                         -----------
Balance at December 31, 1998                742,201

Issuance of Common Stock for:
    Cash from third-party investor          342,424
    Less: Issue Costs                       (16,743)
    Options exercised by
    third-parties for cash                  150,000
    Services Rendered by
    third-parties                           166,743
Value of Services Contributed
    by Officer and Employees                280,000
Compensation Cost for Stock
    options Granted to Non-Employees         89,728
Net Income (Loss) at December 31, 1999   (1,014,555)
                                         -----------
Balance at December 31, 1999                739,798

Issuance of Common Stock for:
    Cash from third-party investor          250,388
    Less: Issue Costs
Value of Services Contributed
    by Officer and Employees                405,000
Net Income (Loss) at December 31, 2000   (1,347,859)
                                         -----------
Balance at December 31, 2000                 47,327

Issuance of Common Stock for:
    Cash from third-party investor        1,604,700
    Purchased by Employees                        0
    Issued for Repayment of Debt              7,500
    Less: Issue Costs                       (85,575)
    Services Rendered by third-parties      422,450
Compensation Cost of stock issued
    and options granted for services      1,487,700
Compensation Cost of stock issued
    and  options granted for services
    to be amortizeed                     (1,048,754)
Net Income (Loss) at December 31, 2001   (2,199,085)
                                         -----------
Balance at December 31, 2001                236,263
</TABLE>


                                       28
<PAGE>
<TABLE>
<CAPTION>

                                  REVOLUTIONS MEDICAL CORPORATION (FORMERLY MAXXON, INC.)
                                               (A Development Stage Company)

                                      STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
                                From Inception (August 16, 1996) Through December 31, 2006

                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                    during the
                                        Preferred   Stock      Common       Stock      Paid-In      Development    Subscription
                                         Shares    Amount      Shares      Amount      Capital         Stage        Receivable
                                        ----------------------------------------------------------------------------------------
<S>                                     <C>        <C>      <C>           <C>        <C>           <C>            <C>

Issuance of Common Stock for:
    Cash from third-party investor                            3,625,000      3,625       358,875
Exercise of Options                                           2,006,822      2,007        (2,007)
Payment towards promissory
    note balances                                                                                                       102,803
Amortized Compensation Cost of stock
    issued  and options granted
    for services                                                                         759,795
Compensation Cost of stock issued  and
    options granted for services                              1,200,000      1,200       323,300
Net Income (Loss) at December 31, 2002                                                               (1,933,676)
                                                            --------------------------------------------------------------------
Balance at December 31, 2002                                 30,920,280     30,920    10,140,896     (9,874,934)       (444,697)

Issuance of Common Stock for:
MPI settlement costs of stock issued
    and options granted for services                          1,140,000      1,140       139,560
Compensation cost of stock issued
    and options granted for services                          7,000,000      7,000       133,000
Amortized compensation cost of stock
    issued  and options granted for
    services                                                                             288,959
Indemnification cost of stock issued
    and options granted for services                          4,000,000      4,000        76,000
Payment towards promissory note
    balances                                                                                                             69,201
Net Income (Loss) at
    December 31, 2003                                                                                (1,391,518)
                                                            --------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2003                                 43,060,280   $ 43,060   $10,778,415   $(11,266,452)  $    (375,496)

Issuance of Common Stock for:
    Cash from third-party investor                              100,000   $    100         4,900
Exercise of Options                                           5,866,000   $  5,866   $   248,234
Exercise of Warrants                                          1,462,000   $  1,462   $    71,638                  $      (1,000)
Compensation cost of stock issued
    for services                                             32,850,000   $ 32,850   $   881,150
Payment towards promissory
    note balances                                                                                                 $      18,750
Net Income (Loss) at
    December 31, 2004                                                                              $ (1,552,008)
                                                            --------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2004                                 83,338,280     83,338    11,984,337    (12,818,460)       (357,746)

Issuance of Common Stock for Cash:
    From third-party investors                               13,039,187   $ 13,039       277,661
    From the exercise of options                              1,800,000   $  1,800   $    43,200
Issuance of Common Stock for
    Subscription                                              5,200,000   $  5,200   $    28,800                  $     (34,000)
Common stock issued for services                             21,250,000   $ 21,250   $   455,250
Common stock issued
    pursuant to Joint Venture                                 5,833,331   $  5,833   $   132,000
Value of warrants granted
    pursuant to Joint Venture                                             $      -   $   499,733
Value of options granted
    for services                                                                     $   130,900
Reclass of receivables
    against amounts owed                                                                                          $     357,746
Net Income (Loss) at
    December 31, 2005                                                                              $ (1,310,783)
                                        ----------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2005                    0  $     -  130,460,798   $130,460   $13,551,881   $(14,129,243)  $     (34,000)

Issuance of Common Stock:
    From the exercise of options
    for services                                              1,000,000   $  1,000   $         -
    From the exercise of options
    for cash                                                  3,000,000   $  3,000   $    72,000
    From the exercise of warrants                             6,000,000   $  6,000
Payment of Common Stock Subscription                                                                              $      34,000
Common Stock issued for services                              5,500,000   $  5,500   $   102,000
Preferred Stock issued for services     1,000,000  $ 1,000                           $    19,000
Capital contributed by shareholder                                                   $     3,000
Cancellation of Joint Venture
    with Globe                                                                       $  (625,066)
Common stock issued to
    Globe then returned to treasury                            (500,000)  $   (500)  $   (12,000)
Compensation cost for
    option price reduction                                                           $    50,000
Net Income (Loss) at
    December 31, 2006                                                                              $   (598,302)
                                        ----------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2006            1,000,000  $ 1,000  145,460,798   $145,460   $13,160,815   $(14,727,545)  $           -
                                        ========================================================================================

                                           Total
                                        ------------
<S>                                     <C>

Issuance of Common Stock for:
    Cash from third-party investor          362,500
Exercise of Options                               0
Payment towards promissory
    note balances                           102,803
Amortized Compensation Cost of stock
    issued  and options granted
    for services                            759,795
Compensation Cost of stock issued  and
    options granted for services            324,500
Net Income (Loss) at December 31, 2002   (1,933,676)
                                        ------------
Balance at December 31, 2002               (147,815)

Issuance of Common Stock for:
MPI settlement costs of stock issued
    and options granted for services        140,700
Compensation cost of stock issued
    and options granted for services        140,000
Amortized compensation cost of stock
    issued  and options granted for
    services                                288,959
Indemnification cost of stock issued
    and options granted for services         80,000
Payment towards promissory note
    balances                                 69,201
Net Income (Loss) at
    December 31, 2003                    (1,391,518)
                                        ------------
BALANCE AT DECEMBER 31, 2003            $  (820,473)

Issuance of Common Stock for:
    Cash from third-party investor      $     5,000
Exercise of Options                     $   254,100
Exercise of Warrants                    $    72,100
Compensation cost of stock issued
    for services                        $   914,000
Payment towards promissory
    note balances                       $    18,750
Net Income (Loss) at
    December 31, 2004                   $(1,552,008)
                                        ------------
BALANCE AT DECEMBER 31, 2004             (1,108,531)

Issuance of Common Stock for Cash:
    From third-party investors          $   290,700
    From the exercise of options        $    45,000
Issuance of Common Stock for
    Subscription                        $         -
Common stock issued for services        $   476,500
Common stock issued
    pursuant to Joint Venture           $   137,833
Value of warrants granted
    pursuant to Joint Venture           $   499,733
Value of options granted
    for services                        $   130,900
Reclass of receivables
    against amounts owed                $   357,746
Net Income (Loss) at
    December 31, 2005                   $(1,310,783)
                                        ------------
BALANCE AT DECEMBER 31, 2005            $  (480,902)


Issuance of Common Stock:
    From the exercise of options
    for services                        $     1,000
    From the exercise of options
    for cash                            $    75,000
    From the exercise of warrants
Payment of Common Stock Subscription    $    34,000
Common Stock issued for services        $   107,500
Preferred Stock issued for services     $    19,000
Capital contributed by shareholder      $     3,000
Cancellation of Joint Venture
    with Globe                          $  (625,066)
Common stock issued to
    Globe then returned to treasury     $   (12,500)
Compensation cost for
    option price reduction              $    50,000
Net Income (Loss) at
    December 31, 2006                   $  (598,302)
                                        ------------
BALANCE AT DECEMBER 31, 2006            $(1,427,270)
                                        ============
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                       29
<PAGE>
            REVOLUTIONS MEDICAL CORPORATION  (FORMERLY MAXXON, INC.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations
-------------------------------------
     Revolutions  Medical  Corporation  (former  Maxxon,  Inc.).,  a  Nevada
corporation,  ("RMC"  or "the Company") is principally engaged in the design and
development  of retractable safety needle devices intended to reduce the risk of
accidental  needle  stick injuries among health care workers. The Company has no
products  for  sale  at  this  time.

Development Stage Company
-------------------------
     Since  its inception in 1996, the Company has been considered a development
stage  enterprise  for  financial reporting purposes as significant efforts have
been  devoted  to  raising  capital  and  to research and development of various
safety  needle  devices.

Cash and Cash Equivalents
-------------------------
     The  Company considers highly liquid investments (those readily convertible
to  cash)  purchased  with original maturity dates of three months or less to be
cash  equivalents.

Stock-based Compensation
------------------------
     The  Company  accounts  for  stock-based  compensation  arrangements  for
employees in accordance with Accounting Principles Board ("APB") Opinion No. 25,
"Accounting  for  Stock  Issued  to Employees", and complies with the disclosure
provisions  of  Statement of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based  Compensation". Under APB No. 25, compensation expense is based
on  the  difference, if any, on the date of grant, between the fair value of the
Company's  stock  and  the  exercise price. The Company accounts for stock-based
compensation arrangements for non-employees in accordance with the provisions of
SFAS  No.  123  and the Emerging Issues Task Force Consensus in Issue No. 96-18.

Income Taxes
------------
     The Company uses the liability method of accounting for income taxes as set
forth  in  Statement  of Financial Accounting Standards No. 109, "Accounting for
Income  Taxes."  Under the liability method, deferred taxes are determined based
on  the  differences between the financial statement and tax basis of assets and
liabilities at enacted tax rates in effect in the years in which the differences
are  expected  to  reverse.

Segment Information
-------------------
     Effective  January  1, 1998, the Company adopted the provisions of SFAS No.
131,  "Disclosures about Segments of an Enterprise and Related Information". The
Company  identifies  its  operating  segments  based  on  business  activities,
management  responsibility  and geographical location. During the period covered
by these financial statements, the Company operated in a single business segment
engaged  in  developing  selected  healthcare  products.

Earnings (Loss) per Share
-------------------------
     The  Company computes net income per share in accordance with SFAS No. 128,
"Earnings  per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under
the  provision  of  SFAS No. 128 and SAB 98 basic net income (loss) per share is
calculated  by  dividing  net income (loss) available to common stockholders for
the  period  by  the  weighted  average  shares  of  common stock of the Company
outstanding  during  the  period.  Diluted  net  income per share is computed by
dividing  the net income for the period by the weighted average number of common
and  common  equivalent shares outstanding during the period. The calculation of
fully  diluted  income  (loss)  per  share  of common stock assumes the dilutive
effect  of  stock  options  and  warrants outstanding. During a loss period, the
assumed  exercise of outstanding stock options and warrants has an anti-dilutive
effect.  Therefore,  the  outstanding  stock  options  were  not included in the
September  30,  2006  and  2005  calculations  of  loss  per  share.


                                       30
<PAGE>
Use of Estimates
----------------
     The  preparation  of  financial  statements  in  conformity  with generally
accepted  principles  requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements and the reported revenues and expenses during the reporting
period.  Actual  results  could  differ  significantly  from  those  estimates.

Reclassifications
-----------------
     Certain reclassifications may have been made to the prior year financial
statements to conform to the current period presentation.

Long-Lived Assets
-----------------
     Property,  plant  and  equipment,  including  significant improvements, are
stated  at  cost.  Expenditures  for  maintenance  and  repairs  are  charged to
operating  expenses  as  incurred.  When  properties  are  retired  or otherwise
disposed  of, the cost of the asset and the related accumulated depreciation are
removed  from  the  accounts  with the resulting gain or loss being reflected in
results  of  operations.

     Intangible  assets  include  patents  and  trademarks,  which are valued at
acquisition  through  independent appraisals.  Debt issuance costs are amortized
over  the terms of the various agreements.  Patents and trademarks are amortized
on  a  straight-line  basis  over  periods  varying  from  7  to  40  years.

     Management assesses the recoverability of property and equipment, goodwill,
trademarks  and  other  intangible  assets  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable  from  its  future  undiscounted  cash  flows.  If  it is determined
impairment  has  occurred,  an  impairment  loss is recognized for the amount by
which  the  carrying  amount  of  the  asset  exceeds  its estimated fair value.

New Accounting Standards
------------------------
     The Company adopted Statement of Financial Accounting Standard ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" during 1999.
Currently, the Company does not engage in hedging activities or transactions
involving derivatives.

     In  June 2002, the FASB voted in favor of issuing SFAS No. 146, "Accounting
for  Exit  or  Disposal  Activities".  SFAS No. 146 addresses significant issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that  are  currently  accounted  for  pursuant to the guidance that the Emerging
Issues  Task  Force  ("EITF")  has set forth in EITF Issue No.  94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a Restructuring)".  The scope of
SFAS  No.  146 also includes (1) costs related to terminating a contract that is
not  a  capital  lease  and  (2)  termination  benefits  that  employees who are
involuntarily  terminated  receive  under  the  terms  of  a  one-time  benefit
arrangement  that  is  not  an  ongoing  benefit  arrangement  or  an individual
deferred-compensation  contract.  The Company will be required to adopt SFAS No,
146  for  exit  or  disposal  activities initiated after December 31, 2002.  The
Company  does  not expect a material impact from the adoption of SFAS No. 146 on
its  financial  statements.

     In  May  2003, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  150,  "Accounting  for  Certain Financial
Instruments  with Characteristics of Both Liabilities and Equity."  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with characteristics of both liabilities and equity.  It
requires that an issuer classify a financial instrument that is within its scope
as  a  liability (or an asset in some circumstances).  Many of those instruments
were  previously  classified as equity.  SFAS No. 150 is effective for financial
instruments  entered  into  or  modified  after  May  31, 2003, and otherwise is
effective  at the beginning of the first interim period beginning after June 15,
2003.  Management  does  not  expect  the  adoption  of  SFAS  No. 150 to have a
significant  impact  on the Company, as the Company has not issued any financial
instruments  falling  within  the  scope  of  SFAS  No.  150.

NOTE 2 - UNCERTAINTIES

     The  accompanying  financial  statements  have  been  prepared assuming the
Company  will  continue  as  a going concern.  The Company is in the development
stage  and  has  not  established sources of revenues to fund the development of
business  and  pay  operating  expenses,  resulting  in a cumulative net loss of
$(14,715,713)  for  the  period  from  inception


                                       31
<PAGE>
(August  16, 1996) to December 31, 2006.  The ability of the Company to continue
as  a going concern during the next year depends on the successful completion of
the Company's capital raising efforts to fund the development of its retractable
safety  syringe.  The  financial  statements do not include any adjustments that
might  be  necessary  if  the  Company is unable to continue as a going concern.

NOTE 3 - MAXXON/GLOBE JOINT VENTURE AGREEMENT

     On  November  3,  2005,  Maxxon  and  Globe  Med  Tech, Inc. entered into a
definitive  joint  venture agreement to patent, develop, manufacture, market and
distribute  safety  needle products throughout the world.  Maxxon and Globe each
own  50% of the joint venture.  Maxxon contributed its safety syringe technology
and  patent  rights  related thereto and Globe contributed its safety syringe IV
catheter  and  patent  rights related thereto. In connection with the agreement,
Maxxon  issued  restricted  shares  of  its common stock, valued at $625,066, to
Globe.  Subsequent  to  year  end,  the  Company  ended  the  joint  venture and
cancelled the shares common stock and options that were issued to Globe pursuant
to  the  agreement.  As  a  result, the Company estimated the value of the joint
venture  at  December  31,  2006  to be $0.  Subsequent to year end, the Company
filed  legal  action  against  Globe.  See  Note  7,  "Subsequent  Events."


NOTE 4 - OTHER COMMITMENTS AND CONTINGENCIES

     Employment Agreement with Rondald Wheet, CEO
     --------------------------------------------
     Effective March 16, 2005, the Company and Mr. Wheet entered into a two year
employment  agreement.  The  agreement provides for an annual salary of $150,000
with  an annual salary increase equal to no less than the percentage increase in
the  Consumer Price Index during the previous calendar year.  As of December 31,
2006,  the  Company  owed  Mr.  Wheet  $147,024.19  pursuant  to  his employment
agreement.  Mr.  Wheet  has the right to participate in other businesses as long
as those businesses do not compete directly or conflict with the business of the
Company  and  so long as he devotes the necessary working time, as determined in
his  sole  discretion,  to the Company's business activities.  He is responsible
for  the  Company's  substantive  and  financial  reporting  requirements of the
Securities Exchange Act of 1934, as amended, and is specifically allowed to hire
any  and  all  professionals  necessary  to  assist that process.  The agreement
automatically  renews  and  continues  for an additional two-year period.  He is
entitled  to  participate  in  all executive bonuses, provided that if he is the
sole  director  at  the time such bonus is authorized, then an independent third
party  shall  render  a fairness opinion as to the bonus, or such bonus shall be
put  to  a  vote  of  the  shareholders.  The  Company will provide him with all
reasonable  and  customary  fringe  benefits,  including,  but  not  limited to,
participation  in  pension plans, profit sharing plans, employee stock ownership
plans,  stock option plans (whether statutory or not), stock appreciation rights
plans,  hospitalization,  medical dental disability and life insurance, vacation
and  sick leave.  The Company will reimburse of all his reasonable and necessary
travel,  entertainment or other related expenses incurred by him in carrying out
his  duties  and  responsibilities  under  the agreement.  The Company will also
provide  him  with  a  cell phone, suitable office space, and membership dues in
professional  organizations  and  for  any  seminars  and conferences related to
Company  business.

     During the term of the agreement, the Company is obligated to indemnify him
for  all  legal  expenses and liabilities incurred with any proceeding involving
him  by  reason  of  his  being  an  officer, director, employee or agent of the
Company,  including  paying reasonable attorney fees and expenses as incurred in
the  event  that,  in his sole judgment, he needs to retain counsel or otherwise
expend  personal  funds  for  his  defense.  The  Company  shall  also  provide
reasonable  Director  and  Officer insurance and/or Warranty and Representations
insurance  coverage  for Wheet.  The terms and extent of such insurance shall be
dictated  by  industry  standard  and  circumstance.

     Either  party  may terminate Mr. Wheet's employment under this Agreement by
giving  the  other  party  30-days  advance  written  notice.  A decision by the
Company  to  terminate  his employment shall require an affirmative vote of more
than 66-2/3% of the Board, except in the case of his death.  If the Agreement is
terminated  for  cause or as a result of his death, the Company shall pay him or
his  estate  not  later  than  30  days  following  his termination for cause or
terminated  because of his death, a lump sum severance payment consisting of his
salary  and accrued salary through the date of his termination or death plus all
amounts  he  would  have  been  entitled to under the Company's employee benefit
plans  and  a  pro rata amount of bonus.  If the agreement is terminated without
cause or terminated because of permanent disability or a change of control, then
the  Company  shall  pay  him not later than 30 days following the termination a
lump  sum  severance  payment  consisting of his salary for 24 months, and a pro
rata  amount  of  bonus  he  is  eligible  to  receive.  If  he


                                       32
<PAGE>
resigns for any reason other than a change of control, the Company shall pay him
not  later  30  days  following  his  resignation  a  lump sum severance payment
consisting  of his salary through the date of his resignation, all amounts he is
entitled  to  pursuant to the Company's employee benefit plans, his salary for a
period  of  90  days  after his resignation and a pro rata amount of bonus he is
eligible  to  receive under the Company's bonus program.  For one year following
his resignation or termination (except in the case of termination for cause or a
change  of  control), Mr. Wheet will not work for or provide any services in any
capacity  to  any competitor and will not solicit any of the Company's customers
or  accounts.

Mutual Release and Settlement Agreement With Former CEO
-------------------------------------------------------
     On  April  14,  2005,  the Company and its former CEO entered into a mutual
release  and  settlement  agreement, pursuant to which the Company issued to the
former  CEO  a  promissory  note for $216,834.16 and a warrant to purchase up to
12,913,239  shares  of  common  stock at $0.001 per share on or before April 14,
2010.  In  addition,  the  mutual  release and settlement provides for continued
indemnification  of  the  former  CEO  and  mutual releases.  The note, which is
unsecured  and  is  presently  in default, bears interest at 18% per year as the
note  was  due April 14, 2006.  As of December 31, 2006, the Company had accrued
interest  payable of $53,512.65.   The warrant is exercisable only to the extent
that  the  number  of shares of common stock exercised plus the number of shares
presently  owned  by the warrant holder does not exceed 4.99% of the outstanding
shares  of  Common  Stock  of  the  Company on such date.  The exercise limit is
revocable by the warrant holder upon 75 days prior notice to the Company. During
the  three  months  ended  March  31, 2006, the former CEO exercised warrants to
purchase  6,000,000  shares  of  common stock.  The exercise price of $6,000 was
paid  by reducing the principal balance of the promissory note by $6,000.  As of
December  31,  2006,  the  warrant  to purchase up to 6,913,239 shares of common
stock  at  $0.001  per  share on or before April 14, 2010 was still outstanding.

Amounts Due Pursuant to Employment and Consulting Agreements
------------------------------------------------------------
     As  of December 31, 2006, the Company had accrued approximately $794,128.52
pursuant  to  employment  agreements. Although the Company plans to settle these
amounts, there is no assurance that its efforts to settle will be successful. No
litigation related to these previous employment agreements has been initiated or
threatened.  There  is  no  assurance, however, that such litigation will not be
initiated  in  the  future.

Patent Applications for the Company's Retractable Safety Needle Devices
-----------------------------------------------------------------------
     Although  the  Company  has  received  patents  for  previous safety needle
designs,  the  ReVac  Safety Syringe, the ReTrac Auto Retractable Safety Scalpel
with Permanent Lock, and the Auto Retractable Safety IV Catheter do not yet have
patents.  Globe  has  filed  a  patent  application related to ReTrac and patent
applications  related  to ReVac and the Safety IV Catheter will be filed as soon
as  practicable.  Because  the  Company  does not yet have patent protection for
these  devices  and  there  is no assurance that such patent protections will be
sought  or  secured. The lack of patent protection, whether foreign or domestic,
could  allow  competitors to copy and sell products based on our designs without
paying us a royalty, which could have a material adverse effect on the Company's
business.

NOTE 5 -     PREFERRED STOCK AND COMMON STOCK TRANSACTIONS

SERIES 2006 PREFERRED STOCK

     Dividends:  Currently,  the  sole  holder of the 1,000,000 shares of Series
2006  Preferred  Stock  outstanding is Rondald L. Wheet, our Chairman, President
and  CEO.  The holder of the Series 2006 Preferred stock is entitled to receive,
ratably,  dividends  when,  as  and if declared by the board of directors out of
funds  legally  available  therefor.  If any dividend or other distributions are
declared on our common stock, then a dividend or other distribution must also be
declared  on the outstanding Series 2006 Preferred stock at the same time and on
the  same  terms  and  conditions,  so that each holder of Series 2006 Preferred
stock  will  receive  the  same  dividend or distribution such holder would have
received  if  the holder had converted his Series 2006 Preferred stock as of the
record  date  for  determining stockholders entitled to receive such dividend or
distribution.

     Liquidation  Preference:  In  the  event of the liquidation, dissolution or
winding up, the holders of Series 2006 Preferred stock are entitled to receive a
liquidation  preference  of $0.001 for each share of Series 2006 Preferred stock
prior  to  payment  being  made  to  any  junior  stock.


                                       33
<PAGE>
     Conversion:  The  holders  of  Series 2006 Preferred stock may convert each
share  into  1  share  of  common  stock.

     Preemption:  The  holders of Series 2006 Preferred stock have no preemptive
rights  and  they  are  not  subject  to  further  calls  or  assessments.

     Voting  Rights:  The holders of Series 2006 Preferred stock are entitled to
125  votes for each share of common stock into which their Series 2006 Preferred
stock  is  then convertible (currently 1 share), voting together with our common
stock  as a single class. Cumulative voting is not permitted. Upon conversion of
a  Series  2006  Preferred  share,  each  share  of common stock issued upon the
conversion  will  be  entitled  to  only  one  (1)  vote  per  share.

     Redemption:  There  are no redemption or sinking fund provisions applicable
to  the  Series  2006  Preferred  stock.

BLANK CHECK PREFERRED STOCK

     The Company's Articles of Incorporation authorize its board of directors to
establish  one  or  more  additional series of preferred stock and to determine,
with  respect  to  any  such  series  of  preferred stock, its terms and rights,
including: the designation of each series; the voting powers, if any, associated
with  each  such  series  whether  dividends,  if  any,  will  be  cumulative or
noncumulative  and  the  dividend rate of each series; the redemption rights and
price  or  prices,  if any, for shares of each series; and preferences and other
special  rights,  if  any,  of  shares  of  each  series  in  the  event  of any
liquidation,  dissolution,  or  distribution  of  the  Company's  assets.

2006  Common  Stock  Transactions
---------------------------------

     During  the  quarter  ended December 31, 2006, the Company issued 2,280,000
shares  of  its  common  stock pursuant to the exercise of options at $0.025 per
share  for  cash.

     During  the  quarter  ended  September  30, 2006, the Company issued 20,000
shares  of  its  common  stock pursuant to the exercise of options at $0.025 per
share  for  cash.

     During the quarter ended June 30, 2006, the Company issued 1,000,000 shares
of  its  common stock pursuant to the exercise of options by the Company's legal
counsel.  The  exercise price of $1,000 was paid by legal services.  The Company
also  issued  700,000  shares  of  its  common stock pursuant to the exercise of
options  at  $0.025  per  share  for  cash.  In addition, the Company recognized
approximately  $50,000  in additional compensation cost when the option exercise
price  for  2,000,000  options  was  lowered  from $0.05 per share to $0.025 per
share.  During  the  quarter  ended  June  30,  2006, the Company issued 500,000
shares  of  its  common  stock  for  consulting services and recorded expense of
$10,000.  The  shares  were  valued  based  on the closing price on the date the
shares  were  issued,  less  a  discount  of 50% for Rule 144 restrictions.  The
Company  also  returned  500,000  shares  of its common stock to treasury as the
shares  were subject to certain performance targets by Globe which were not met.
The  Company  reduced  the  value  of the Joint Venture by $12,500 which was the
value  recorded  when  the  shares  were  originally  issued.

     During  the  quarter  ended  March  31,  2006, the Company issued 5,000,000
shares  of  its  common  stock  for  consulting  services.  The Company recorded
expense  of  $97,500.  The  shares were valued based on the closing price on the
dates  the shares were issued.  The closing price was discounted by 50% for Rule
144  restrictions.

     During  the  quarter  ended  March  31,  2006, the Company issued 6,000,000
shares of its common stock pursuant to the exercise of warrants by the Company's
former  CEO.   The  exercise  price of $6,000 was paid by reducing the principal
balance  of  the  promissory note payable to the Company's former CEO by $6,000.


                                       34
<PAGE>
NOTE 6 - STOCK OPTIONS AND WARRANTS OUTSTANDING

The  following tables summarize information about the stock options and warrants
outstanding  at  December  31,  2006:

<TABLE>
<CAPTION>
                                                                 WEIGHTED
                                                                  AVERAGE
                       OPTIONS      WARRANTS       TOTAL      EXERCISE PRICE
                     --------------------------------------------------------
<S>                  <C>           <C>          <C>           <C>
Balance at 12/31/05   20,619,997   15,063,239    35,683,236   $         0.250
Granted                        0            0             0
Exercised             (4,000,000)  (6,000,000)  (10,000,000)  $          0.01
Expired/Forfeited    (13,519,997)           0   (13,519,997)  $          0.06
                     ---------------------------------------
Balance at 12/31/06    3,100,000    9,063,239    12,163,239   $          0.09
                     =======================================
</TABLE>

<TABLE>
<CAPTION>
                          OPTIONS & WARRANTS OUTSTANDING                  EXERCISABLE
                    ---------------------------------------------  --------------------------
                                      Weighted
                                        Average                                      Weighted
                            Number    Remaining           Weighted          Number    Average
Range of Exercise   Outstanding at  Contractual   Average Exercise  Exercisable at   Exercise
Price                     12/31/06         Life              Price        12/31/06      Price
---------------------------------------------------------------------------------------------
<S>                 <C>             <C>          <C>                <C>             <C>

OPTIONS
0.05 - $0.50            2,200,000   4.23 years  $            0.28       1,880,000  $    0.24

WARRANTS
0.001 - $0.25           9,063,239   2.74 years  $            0.06       9,063,239  $    0.06
                    --------------                                   ------------
                        11,263,239                                     10,943,239
                    --------------                                   ------------
</TABLE>

     During  the  quarter  ended December 31, 2006, the Company issued 2,280,000
shares  of  its  common  stock pursuant to the exercise of options at $0.025 per
share  for  cash.   During  the  quarter  ended  December  31,  2006, options to
purchase  up  to  13,219,997  ranging  in exercise price from $0.02 per share to
$0.50  per share were forfeited or expired.  Of these expired/forfeited options,
approximately  11,666,664  related  to  the  joint venture agreement with Globe.

     During  the  quarter  ended  September  30, 2006, the Company issued 20,000
shares  of  its  common  stock pursuant to the exercise of options at $0.025 per
share  for  cash.

     During the quarter ended June 30, 2006, the Company issued 1,000,000 shares
of  its  common stock pursuant to the exercise of options by the Company's legal
counsel.  The  exercise price of $1,000 was paid by legal services.  The Company
also  issued  700,000  shares  of  its  common stock pursuant to the exercise of
options  at  $0.025  per  share  for  cash.  In addition, the Company recognized
approximately  $50,000  in additional compensation cost when the option exercise
price  for  2,000,000  options  was  lowered  from $0.05 per share to $0.025 per
share.

     During  the  quarter  ended  March  31,  2006, the Company issued 6,000,000
shares of its common stock pursuant to the exercise of warrants by the Company's
former  CEO.   The  exercise  price of $6,000 was paid by reducing the principal
balance  of  the  promissory note payable to the Company's former CEO by $6,000.
During the quarter ended March 31, 2006, options to purchase 1,200,000 shares of
common  stock  at exercise prices ranging from $0.20 to $0.40 per share expired.


                                       35
<PAGE>
NOTE 7 - SUBSEQUENT EVENT

NAME CHANGE AND REVERSE STOCK SPLIT
     On  January  18,  2007,  the  Company's  name  changed from Maxxon, Inc. to
Revolutions Medical Corporation and the Company's common stock was reverse split
on  a  20  to  1  basis which changed the number of outstanding shares of common
stock  from  145,560,798 to 7,272,972. The number of authorized shares of common
stock  was  not  affected  by the reverse stock split and remains at 250,000,000
shares.

ACQUISITION OF CLEAR IMAGE COLOR MRI TECHNOLOGY
     On  January  26,  2007  the  Company  entered  into a Plan and Agreement of
Reorganization with Clear Image Acquisition Corporation ("Acquisition Corp") for
the  acquisition  by  the  Company  of  all of the assets of Acquisition Corp in
exchange  for  the issuance by the Company for the benefit of the holders of the
Common  Stock  of  Acquisition Corp. of 8,260,139 shares of the Company's Common
Stock. The Company will assume the minimal liabilities of Acquisition Corp which
are only the costs of Acquisition Corp's liquidation and dissolution. The shares
to  be  issued  are  not  being  registered,  but  are being issued in a private
offering  under  Section  4(2)  of  the  Securities  Act.

     Acquisition  Corp  is a company which was formed by certain shareholders of
Clear  Image,  Inc.  ("Clear  Image"),  an Oklahoma corporation, all of whom are
accredited  investors,  in  order  to  assemble a control block of the shares of
Clear  Image for the purposes of such a transaction. Accordingly, the sole asset
of  Acquisition Corp is a block of 9,824,139 shares of the Common Stock of Clear
Image.  Clear  Image  is a development stage company which has developed certain
proprietary  technology  and  patent  pending  for (i) differential coloring, by
series, of MRI scans and (ii) auto-registration of the scan images. As a private
company,  however,  faced with the substantial competition of the leaders in the
field  of MRI technology, Clear Image has had difficulty obtaining the necessary
working  capital  to  complete  the  development of commercial components of its
technology.

     The  Company,  in  acquiring  control  of Clear Image, believes that it can
provide  sufficient  working  capital  to  complete commercialization of certain
aspects of Clear Image's technology to the point of supporting some licensing or
joint  venture  relationship  financially  adequate  to  permit  Clear  Image to
complete  the  development  of  the  remaining  aspects  of  its  technology.

LEGAL ACTION AGAINST FORMER JOINT VENTURE PARTNER
     On  March  1,  2007,  the  Company filed a lawsuit in the District Court of
Tulsa  County,  Oklahoma  against Globe Med Tech, Inc. to rescind, terminate and
seek  monetary  damages  for  the  non-fulfillment and breach of a joint venture
agreement  entered  into  November  3,  2005  and  other  related agreements, in
addition  to  an  accounting  of  expenditures  of  funds  under  the  terms and
provisions  of  the  agreements.


                                       36
<PAGE>
<TABLE>
<CAPTION>
Index to and Description of Exhibits
------------------------------------


EX
No.                                            Description of Exhibit
----  --------------------------------------------------------------------------------------------------------------
<S>   <C>

2.1   Amended Articles of Incorporation (filed as Exhibit 2.1 to our Amended Form 10-SB filed August 15,
      2001with amendment filed as Exhibit A to our Definitive 14 C Information Statement filed November 29,
      2006)

2.2   Bylaws (filed as Exhibit 2.2 to our Amended Form 10-SB filed August 15, 2001)

4.1   Form of Common Stock Certificate (filed as Exhibit 3.1 to our Form 10-SB filed December 23, 1999

10.1  Joint Venture Agreement with Globe dated November 3, 2005 (incorporated herein by reference to Exhibit
      10.1 of the Company's Form 10-QSB for the quarter ended September 30, 2005, filed with the SEC on
      November 17, 2005)

10.2  Safety Scalpel Joint Venture agreement with Globe dated August 11, 2005 (incorporated herein by reference
      to Exhibit 10.2 of the Company's Form 10-QSB for the quarter ended June 30, 2005, filed with the SEC on
      August 19, 2005.)

10.3  Employment Agreement with Rondald L. Wheet (incorporated herein by reference to Exhibit 10.3 of the
      Company's Form 10-QSB for the quarter ended June 30, 2005, filed with the SEC on August 19, 2005.)

10.4  Mutual Release and Settlement Agreement between the Company and Gifford M. Mabie dated April 14, 2005
      (incorporated herein by reference to Exhibit 10.13 of the Company's Form 10-KSB for the year ended
      December 31, 2004, filed with the SEC on April 15, 2005.)

10.5  Agreement and Plan of Merger between Cerro Mining Corporation and the Company. dated May 9, 1997
      (filed as Exhibit 6.6 to our Form 10-SB filed December 23, 1999)

10.6  Agreement and Plan of Merger between Clear Image Acquisition Corporation and the Company dated
      January 26, 2007 (filed as Exhibit 10.6 to our Form 8-K filed January 26, 2007)

31.1  Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002*

32.1  Certification Pursuant To 18 U.S.C. 1350), As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*

   *  Filed Herewith
</TABLE>


                                       37
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.


                                       REVOLUTIONS MEDICAL CORPORATION


                                       /s/ RONDALD L. WHEET
                                       ----------------------------------
                                       By:  Rondald L. Wheet,
                                       Chief Executive Officer

April 13, 2007


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


/s/ RONDALD L. WHEET     Chief Executive Officer and Director    April 13, 2007
---------------------    (Principal Executive Officer and
Rondald L. Wheet         Principal Accounting Officer)

/s/ DR. THOMAS BEAHM     Director                                April 13, 2007
---------------------
Dr. Thomas Beahm

/s/ THOMAS O'BRIEN       Director                                April 13, 2007
---------------------
Thomas O'Brien


                                       38