Edgar Filing: Revolutionary Concepts Inc

form10-q.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2010

Commission File Number 333-151177

REVOLUTIONARY CONCEPTS, INC.

(Exact name of Registrant as specified in its charter)

Nevada	7382	27-0094868
(State or other Jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of Incorporation or	Classification Code Number)	Identification No.)
Organization)

Revolutionary Concepts, Inc.

2622 Ashby Woods Dr

Matthews, NC 28105

704-622-6327

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

Ron Carter, President

Revolutionary Concepts, Inc.

2622 Ashby Woods Dr

Matthews, NC 28105

(704) 622-6327

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

Copies to:

Charles Barkley, Esq.

6201 Fairview Road, Suite 200

Charlotte, NC 28210

(704) 944-4290

(704) 944-4280 (fax)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the

Exchange Act.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [x]

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 or the Exchange Act). YES [ ] NO [x]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 19,601,611 shares as of June 1, 2010.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T	Controls and Procedures	12
	PART II
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	(Removed and Reserved)	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURES		13

ITEM 1. FINANCIAL STATEMENTS

Revolutionary Concepts, Inc. has included its unaudited condensed balance sheet as of March 31, 2010 and December 31, 2009 (the end of its most recently completed fiscal year), and unaudited condensed statements of operations and cash flows for the three months ended March 31, 2010 and 2009, and for the period from March 12, 2004 (date of inception) through March 31, 2010, together with unaudited condensed notes thereto. In the opinion of management of Revolutionary Concepts, Inc., the financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to fairly present the financial condition, results of operations, and cash flows of Revolutionary Concepts, Inc. for the interim periods presented. The financial statements included in this report on Form 10-Q should be read in conjunction with the audited financial statements of Revolutionary Concepts, Inc. and the notes thereto for the year ended December 31, 2009 included in our annual report on Form 10-K.

Revolutionary Concepts, Inc.

(A Developmental Stage Company)

Balance Sheet

	(Unaudited)			Audited
	03/31/10			12/31/09
ASSETS
Current Assets
Cash and Cash Equivalents	$	-		$	-
Total Current Assets		-			-

Fixed Assets
Accumulated Depreciation		(10,055	)		(10,425	)
Computer		11,331			11,331
Total Fixed Assets		1,276			908
Other Assets
Accumulated Amortization		(68,577	)		(64,472	)
Security Deposits		1,500			1,500
Organizational Costs		3,070			3,070
Intangible Assets		88,306			88,306
Total Other Assets		24,299			28,404

TOTAL ASSETS	$	25,575		$	29,310

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	257,299		$	303,822
Notes Payable		20,000			20,000
Accrued Expenses		10,973			19,259
Total Current Liabilities		288,397			343,081

Stockholders' Equity
Preferred Stock 10,000,000 shares authorized, none issued
Common Stock, .001 par value, 19,606,911 shares
issued and outstanding, 65,000,000 authorized		19,607			19,607
Paid in Capital		1,741,274			1,725,774
Unpaid Capital contributions		(103,881	)		(157,585	)
Deficit accumulated during the development stage		(1,919,822	)		(1,901,567	)
		(262,822	)		(313,771	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	25,575		$	29,310

See Notes to Financial Statements

Revolutionary Concepts, Inc.

(A Developmental Stage Company)

Statement of Operations

(Unaudited)

	Three Month			Three Month			March 12, 2004
	Period Ending			Period Ending			(Inception) to
	March 31,			March 31,			March 31,
	2010			2009			2010

OPERATING EXPENSES
Automobile Expense	$	1,152		$	-		$	22,031
Bank Charges		217			491			6,338
Compensation		-			-			35,446
Depreciation and Amortization Expense		3,735			4,806			78,632
Interest Expense		513			9			12,545
License and Permits		-			-			5,833
Office Expense		859			-			14,660
Office Supplies		539			239			14,133
Payroll taxes		(9,138	)		-			12,246
Printing and Reproduction		2			2,200			15,052
Professional Fees		21,524			14,466			992,034
Product Research and Development		-			4,000			560,958
Taxes		-			599			1,841
Telephone Expense		163			30			20,268
Travel Expense		47			8,696			95,181
Website Development		-			-			13,025
Other Expenses		504			1,860			49,087
Total Operating Expenses	$	20,117		$	37,396		$	1,949,310

OTHER INCOME
Interest		1,862			1,950			29,488

NET (LOSS)	$	(18,255	)	$	(35,446	)	$	(1,919,822	)


Weighted number of shares outstanding		18,483,955			17,626,925			18,483,955

(Loss) per weighted number of shares
outstanding		(0.00	)		(0.00	)		(0.10	)

See Notes to Financial Statements

Revolutionary Concepts, Inc.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDER'S ACUMULATED DEFICIT

For the years ending December 31,

2004, 2005, 2006, 2007, 2008 and 2009 and the Three Months Ended March 31, 2010

										Unpaid
	Number of			Par			Paid in			Capital			Accumulated
	Shares			Value			Capital			Contribution			(Deficit)			Total
BALANCE MARCH 12, 2004		10,000			1			32,499			-			(3,991	)		28,509
(Date of Inception)
Contributed Capital								99,500									99,500

Unpaid capital contributions											(21,695	)					(21,695	)

Net (Loss)														(86,084	)		(86,084	)

BALANCE DECEMBER 31, 2004		10,000		$	1		$	131,999		$	(21,695	)	$	(90,075	)	$	20,230

Shares issued after re-domicile		15,990,000			15,999												15,999

Shares for Professional services		1,000,000			1,000			99,000									100,000
Issued February 2005 at $.10 per share

Private Placement Memorandum I		850,000			850			455,151									456,001
Issued from March 2005 to 12/31/05
at $.50 per share

Unpaid capital contributions											(130,532	)					(130,532	)

Net (Loss)														(518,270	)		(518,270	)

BALANCE DECEMBER 31, 2005		17,850,000		$	17,850		$	686,150		$	(152,227	)	$	(608,345	)	$	(56,572	)

Private Placement Memorandum I		150,000			150			61,994									62,144
Issued from 12/31/05 to March 2006
at $.50 per share

Shares repurchased with cash		(144,000	)		(144	)		(9,500	)								(9,644	)

Capital contributions repaid											26,496						26,496

Net (Loss)														(77,222	)		(77,222	)

BALANCE DECEMBER 31, 2006		17,856,000		$	17,856		$	738,644		$	(125,731	)	$	(685,567	)	$	(54,798	)

Private Placement Memorandum II		642,200			642			320,458									321,100
Issued from May 2007 to October 2007
at $.50 per share

Shares for Professional services		313,500			314			156,436									156,750

Capital contributions repaid											18,335						18,335

Net (Loss)														(464,718	)		(464,718	)

BALANCE DECEMBER 31, 2007		18,811,700		$	18,812		$	1,215,538		$	(107,396	)	$	(1,150,285	)	$	(23,331	)

Shares issued for retirement of debt		630,811			631												631

Paid in capital								314,775									314,775

Unpaid capital contributions											(79,776	)					(79,776	)

Net (Loss)														(221,484	)		(221,484	)

BALANCE DECEMBER 31, 2008		19,442,511		$	19,443		$	1,530,313		$	(187,172	)	$	(1,371,769	)	$	(9,185	)

Shares issued for warrants		20,000			20			15,480									15,500
10,000 Class A @ .65/share
10,000 Class B @ .90/share

Private Placement Memorandum III		111,600			112			139,388									139,500
Issued from April 21 to September 2009
at $1.25 / share

Shares for professional service		32,500			32			40,593									40,625

Unpaid capital contributions											29,587						29,587

Net (Loss)														(529,798	)		(529,798	)

BALANCE DECEMBER 31, 2009		19,606,611		$	19,607		$	1,725,774		$	(157,585	)	$	(1,901,567	)	$	(313,771	)

Paid in capital from warrants exercised								15,500									15,500

Unpaid capital contributions											53,704						53,704

Net (Loss)														(18,255	)		(18,255	)

BALANCE MARCH 31, 2010		19,606,611		$	19,607		$	1,741,274		$	(103,881	)	$	(1,919,822	)	$	(262,822	)

See Notes to Financial Statements

Revolutionary Concepts, Inc.

(A Developmental Stage Company)

Statement of Cash Flows

							March 12, 2004
	Three months ended			Three months ended			(Inception) to
	March 31,			March 31,			March 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)	$	(18,255	)	$	(35,446	)	$	(1,919,822	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		3,735			4,806			78,632
(Increase) in security deposits		-			-			(1,500	)
(Increase) in organizational costs		-			-			(3,070	)
Common stock shares and paid in capital for services		-			-			256,750
Increase in (decrease) accounts payable and accrued expenses		(54,684	)		1,628			268,397
NET CASH USED BY OPERATING ACTIVITIES		(69,204	)		(29,012	)		(1,320,613	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		-			-			(11,331	)
Investment in patent costs		-			(6,300	)		(88,306	)
NET CASH USED BY INVESTING ACTIVITIES		-			(6,300	)		(99,637	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock shares from private placements		-			-			1,642
Issuance of common stock shares for warrants		-			-			164
Issuance of common stock shares for retirement of notes payable		-			-			631
Issuance of notes payable		-			-			327,500
Retirement of notes payable		-			-			(307,500	)
Paid in capital from private placements		-			-			837,603
Capital contributions		15,500			-			673,735
Common stock shares repurchased with cash		-			-			(9,644	)
Capital contributions repaid (unpaid)		53,704			35,312			(103,881	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		69,204			35,312			1,420,250

NET INCREASE(DECREASE) IN CASH		-			-			-

CASH BALANCE BEGINNING OF PERIOD		-			-			-

CASH BALANCE END OF PERIOD	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES
Interest paid	$	513		$	6		$	12,545

See Notes to Financial Statements

REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

(Unaudited)

NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations - Revolutionary Concepts, Inc. (the “Company”) was originally organized in North Carolina on March 12, 2004. On February 28, 2005 the company was reorganized and re-domiciled as a Nevada corporation. The Company is in the product development stage. Recently, the company completed the initial development of a working prototype of the Eyetalk Communicator (“EYETALK”). This technology has many applications. The EYETALK specifically provides wireless technology that offers consumers an opportunity to interact with visitors to their front door. This is initiated through a doorbell or a motion sensor, which sets off a series of events that result in a phone call to the consumer who then can interact with the visitor through both video and audio. This same wireless technology could also be made portable so that you could see a child’s sporting event or school play even when you not present. The Company is also exploring other applications for the technology. The company may need to raise additional capital to further develop the EYETALK and to begin the commercialization of the EYETALK technology. They have obtained a patent on certain key components of the technology.

Basis of presentation - These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements on a going concern basis, which assumes the realization of assets and the discharge of liabilities in the normal course of operations for the foreseeable future. The Company maintains its financial records on an accrual method of accounting. The Company’s ability to continue as a going concern is dependent upon continued ability to obtain financing to repay its current obligations and fund working capital until it is able to achieve profitable operations. The Company will seek to obtain capital from equity financing through the exercise of warrants and through future common share private placements. The Company may also seek debt financing, if available. Management hopes to realize sufficient sales in future years to achieve profitable operations. There can be no assurance that the Company will be able to raise sufficient debt or equity capital on satisfactory terms. If management is unsuccessful in obtaining financing or achieving profitable operations, the Company may be required to cease operations. The outcome of these matters cannot be predicted at this time. These financial statements do not give effect to any adjustments which could be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the financial statements.

Revenue recognition – The Company will recognize sales revenue at the time of delivery when ownership has transferred to the customer, when evidence of a payment arrangement exists and the sales proceeds are determinable and collectable. Provisions will be recorded for product returns based on historical experience. To date, the Company’s revenue is primarily comprised of interest income.

Options and warrants issued – The Company allocates the proceeds received from equity financing and the attached options and warrants issued, based on their relative fair values, at the time of issuance. The amount allocated to the options and warrants is recorded as additional paid in capital.

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

Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards that are available to be carried forward to future years for tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is provided for the excess. Although the Company has significant loss carry forwards available to reduce future income for tax purposes, no amount has been reflected on the balance sheet for deferred income taxes as any deferred tax asset has been fully offset by a valuation allowance.

Loss per share – Basic loss per share has been calculated using the weighted average number of common shares issued and outstanding during the year.

Use of Estimates - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions, where applicable, that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates, management does not expect such variances, if any, to have a material effect on the financial statements.

Research and Development Costs - Research and development costs are expensed as incurred in accordance with generally accepted accounting principles in the United States of America. Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service or a new process or technique or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Elements of costs shall be identified with research and development activities as follows: The costs of materials and equipment or facilities that are acquired or constructed for research and development activities and that have alternative future uses shall be capitalized as tangible assets when acquired or constructed. The cost of such materials consumed in research and development activities and the depreciation of such equipment or facilities used in those activities are research and development costs. However, the costs of materials, equipment, or facilities that are acquired or constructed for a particular research and development project and that have no alternative future uses and therefore no separate economic values are research and development costs at the time the costs are incurred. Salaries, wages, and other related costs of personnel engaged in research and development activities shall be included in research and development costs. The costs of contract services performed by others in connection with the research and development activities of an enterprise, including research and development conducted by others in behalf of the enterprise, shall be included in research and development costs.

Depreciation – is computed using the straight-line method over the assets’ expected useful lives.

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

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the fiscal year ended December 31, 2009.

As a result of the Company’s implementation of the Codification during the fiscal year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

Non-controlling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Non-controlling Interests in Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be re-characterized as non-controlling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008, with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a non-controlling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Board of Directors have authorized the officers of the company to receive advances from the company for the foreseeable future, in lieu of taking compensation, under terms of promissory notes bearing 5% interest, beginning January 1, 2006. As of December 31, 2009 and March 31, 2010 the advances totaled $157,585 and $103,881, respectively. These advances are described as unpaid capital contributions for financial reporting purposes.

REVOLUTIONARY CONCEPTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS as of MARCH 31, 2010

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	30/31/10		12/31/09
Professional fees	$	118,553	$	162,027
Overdrawn bank accounts		125		247
Accrued payroll taxes		9,246		18,348
Accrued interest payable		1,332		819
Other accrued expenses		395		92
Consulting fees		138,746		141,548
	$	268,397	$	323,081

NOTE 5 – COMITMENTS AND CONTENGINCIES

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties, which are probable of realization are separately recorded, and are not offset against the related liability, in accordance with FASB No. 39, “Offsetting of Amounts Related to Certain Contracts.” The Company is the plaintiff in a lawsuit seeking damages against the law firm retained to file for “EYETALK” product patent.

The Company alleges professional malpractice by a patent agent, professional malpractice by attorneys, failure to supervise a non-attorney employee, respondent superior, misappropriation of funds and breach of contract. The outcome of this lawsuit cannot be determined at this time and attorneys fees associated with the lawsuit are contingent upon a successful outcome in this case.

NOTE 6 – CAPITAL FINANCING

The Company, though a Private Placement Memorandum (“PPM”) dated April 24, 2007, has raised additional capital of $321,100. The PPM offered 642,200 shares of common stock at a price of $.50 per share. Expenses of this offering, $18,000, were paid from the proceeds and included legal and accounting expenses, filling fees, printing costs and other offering costs. No commission, discount, finder’s fee or other similar remuneration or compensation was paid, directly or indirectly to any person for soliciting any prospective purchaser. This was a non-contingent offering and there was no minimum number of shares required to be sold, except the minimum of $1,000 (2,000 shares) per purchaser was required to accredited investors. During 2009, the company raised $139,500 in a private placement priced at $1.25 per share for a total of 111,600 shares and had 10,000 Class A warrants exercised at $0.65 per share and 10,000 Class B warrants exercised at $0.90 per share, for 20,000 common shares. During the quarter ending March 31, 2010 the Company had 10,000 Class A warrants exercised at $0.65 per share and 10,000 Class B warrants exercised at $0.90 per share, for 20,000 common shares,increasing paid in capital $15,500. These shares were issued subsequently in April 2009.

NOTE 7 – ITELLECTUAL PROPERTY

The patent no. US 7,193644 B2, for the prototype was successfully obtained on March 20, 2007. In accordance with FASB 86, the Company has established a technological feasibility date on July 21, 2004, the date that Phase I was delivered and presented. The software development costs have been analyzed and it has been determined that all software development costs were incurred subsequent to the feasibility date. The useful life of capitalized software costs has been assumed to be 5 years. Total software development costs were $32,200 and the appropriate minimum amortization has been taken, also in accordance with FASB 86.

NOTE 8 – INTANGIBLE ASSETS

Intangible assets are comprised of software development costs and legal fees incurred in order to obtain the patent. The software development costs are capitalized in accordance with FASC 985-20-25-4 Costs of producing product masters incurred subsequent to establishing technological feasibility shall be capitalized. Those costs include coding and testing performed subsequent to establishing technological feasibility. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed. The fees incurred in order to obtain the patent are capitalized in accordance with FASC 350-30-15-3. This Statement applies to costs of internally developing identifiable intangible assets that an entity recognizes as assets APB Opinion 17, paragraphs 5 and 6. The carrying value of software development costs and patent costs are $32,200 and $56,001 respectively as of 12/31/09 and these intangible assets are amortized over an estimated useful life of 5 years.

NOTE 9 – COMMON STOCK SHARES FOR SERVICES

In January 2005, the Company issued one million shares of common stock for professional, legal and consulting fees. This transaction was recorded in accordance with FASB 123R at $.10 per share. These initial shares for services were issued before the Company raised any capital by private offering and was therefore valued at the value of services provided. In the year ending December 31, 2007, the Company issued 313,500 shares of common stock for professional services. These transactions were also recorded in accordance with FASB 123R at $.50 per share based on the value indicated from the shares sold in recent private placement memorandum. In the year ended December 31, 2009, the company issued 32,500 shares for professional services. This transaction was recorded in accordance with FASB 123R at $1.25 per share.

NOTE 10 – CONVERSION OF DEBT TO EQUITY

On April 24, 2008 the Company issued two notes payable in the amount of $7,500 to unrelated parties. On May 5, 2008 the Company issued another note payable $300,.000 to another non-related party at 4% interest which begin to come due in October, 2008. These promissory notes were secured by a pledge of up to 612,000 shares of restricted common stock from our authorized but unissued shares. The Company has issued 630,811 shares of restricted common stocks to the note holders in exchange for the retirement of debt and interest payable.

NOTE 11 – GOING CONCERN

The losses sustained by the company raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this quarterly report are good faith estimates of management as of the date of this quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons.

Overview

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

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

To date, our efforts have been largely devoted to developing our network camera video system and defining markets that can use our patented technology. The company is in the development stage and has not generated revenue from operations. The company hopes to release its remote network camera video system into the general marketplace in late 2010. The wireless infrastructure to fully support the Eyetalk technology is still developing as the speed required for full video and 2way audio is very close

Plan of Operation

The company is a development stage company with no history of revenue. The company was incorporated as a Nevada corporation on February 28, 2005 to reincorporate and re-domesticate two existing North Carolina entities; Revolutionary Concepts, Inc and DVMS, LLC. The company intends to develop and market camera technologies that enable remote monitoring.

The company’s efforts to date have been devoted to establishing a video remote monitoring system that permits interactive two-way communications called the EyeTalk Communicator (“EYETALK”). The company has engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical Communication to assist in product specification development and project management. Since the implementation of the EyeTalk technology is dependent on various other emerging technologies (smart phone, 3G/4G broadband) the research and development has coincided with the pace of these technologies. The system by design will provide for continuous software development and updates.

The company has funded our development through three private offerings in 2005, 2007 and 2009. The company also borrowed $307,500 from four non-related parties at 4% interest to fund ongoing operations, and patent new applications. These promissory notes began to become due in October 2008 and were repaid in November 2008 by issuing 630,811 shares of restricted commons stock from authorized shares. The company has engaged third parties to assist in the commercialization of the EyeTalk technology and have made partial payments, but The company will require the proceeds from the exercise of the warrants or other funding to complete the agreements.

RCI is currently involved in two lawsuits, one in state court regarding legal malpractice, and one in federal court, to refute the false claims of a purported inventor, Emmanuel Ozoeneh.

RCI has sued its former law firm for legal malpractice regarding the handling of RCI’s foreign patent rights. The Defendants moved to have the suit dismissed, claiming that the state court did not have jurisdiction to hear the case. The Court ruled in favor of RCI, and the Defendants are now appealing the ruling.

RCI also sued Emmanuel Ozoeneh in federal court. Ozoeneh was a former business partner in a prior business venture with CEO Ron Carter. Ozoeneh began making false claims that he was the inventor of the EyeTalk system. RCI filed suit in federal court to have Carter declared the sole inventor. Ozoeneh has countersued to be declared an inventor, along with other business claims. The case will come up for summary judgment in May 2010. By law, the current USPTO declaration that Ron Carter is the sole inventor must be overturned only by clear and convincing evidence. To date, Ozoeneh has not submitted any affidavits which support his claim of inventorship.

Introduction to the EyeTalk Communicator

The company has designed and patented a communications and monitoring system which it expects to give users the ability to remotely and interactively monitor and communicate with, and have control of an IP camera offering multiple applications for use.

The EyeTalk is primarily a software platform with a hardware component of an external unit deployed at a chosen location. The system communicates to the user and also retrieves and stores information captured by the system camera. Access to the information may be achieved via a Personal Data Assistant (PDA), Handheld Computer (HC), Cellular phone, or other compatible device. The EyeTalk software platform will be able to communicate with any devices commonly available in the market place running windows mobile technology.

As a residential application, the EyeTalk system allows seamless communication to a residence allowing the owner to interact remotely with visitors to the home or building via any common personal communication device with the benefit of audio, video and data archive ability. The system utilizes smart technology to synergistically improve communication, security, convenience, messaging, and manage deliveries and guest. As a by-product, the system offers a solution to municipalities across the nation burdened with the incidence of false alarms. The EyeTalk system provides a means of owner verification prior to triggering an alarm if desired.

The Company expects The EYETALK to provide three Primary benefits in the property management space and as a mediacal monitoring and fall prevention technology

Preemption, Prevention and Protection –

The EYETALK technology may augment the capabilities of current residential and commercial security monitoring systems through audio, video and data communication which are interactive and which can be used on a remote basis. As a medical application, the EyeTalk technology provides remote monitoring of patients and family members. The system incorporates fall prevention technology and offers a remote fall detection technology.monitoring – The EYETALK technology allows monitoring via handheld smart devices. The technoloigy is very versatile and offers a wide range of uses and solutions ranging from security to deliveries, confirming the safe arrival of school age kids and daily safe entry management.

Convenience and Efficiency – The EYETALK technology may add convenience to home and business owners, providing remote access, screening of visitors and acceptance and monitoring of packages. As a medical monitoring solution, the systems remote video and 2 way audio connection establishes a virual connection for instant and immediate interractiion.

The EYETALK has four distinct physical parts:

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

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

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

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

The system is expandable to include multiple peripheral devices. The main components of the system (the Indoor Mobile Monitor, the Welcome System and the Central Application Server) communicate with each other by way of RF communications using 802.11n or higher wireless LAN.

The company believes that the Eyetalk technology significantly differs from existing systems. The Eyetalk allows two way communication via a wireless network camera that communicates with a variety of other remote communication devices such as cell phones, PDAs, smart phones, computers, security and video monitoring devices. Due to its software interface the Eyetalk can be used to greet visitors, provide instructions to delivery personnel, interact between remote staff and patients in medical settings, as well as in security applications.

Further, the Eyetalk allows security owners monitoring personnel to more accurately recognize and address the threat presented as well as verifying a true threat. The company believes this will relieve the large number of false alarm security calls and unneeded emergency personnel visits. Unlike many competitors the Eyetalk system is not dependent on the internet although it can use the internet as a platform.

The EyeTalk systems are triggered and activated by an array of inputs such as motion, biometric sensors, metal detection underground fiber optic sensors, etc. When the system is activated by a trigger, it is programmed to provide standard greetings, directives, commands, etc.. The Eyetalk can then notify designated personnel and the system of the triggering event, sending images of the current situation and permitting audible response.

The company expects to compete by emphasizing the unique aspects of the Eyetalk in our marketing directly to distributors and end users.. The company also intends to compete by direct contact with larger end users such as hospitals, banks, and government agencies concerned with homeland security.

As with many development stage companies the company is currently considered to be in unsound financial condition. Our Auditor has expressed substantial doubt about our ability to continue as a going concern. Persons should not invest unless they can afford to lose their entire investments. The company sustained net losses of $(35,446) and $(18,255), for the quarters ended March 31, 2009 and 2010 respectively. The company has accumulated a deficit of $1,919,822, since inception in March, 2004. Further, it may incur significant losses through 2010 and beyond, as it further develops and attempts to commercialize the remote network camera video system.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2009

Operating Expenses Although we have not begun generate revenue, our total operating expenses for the three-month period ended March 31, 2009 decreased to $20,117 from $37,396 over the prior year period. This decrease is primarily attributable to reduction in payroll taxes, research and development costs and travel expenses.

Net Loss. Our net loss for the three-month period ended March 31, 2010 increased to $(18,255) from $(35,446) over the prior year period. Once again attributable primarily to decreased payroll taxes, product research and development costs and travel expenses.

Assets. Assets decreased by $3,735 to $25,575 as of March 31, 2010, from $29,310 as of December 31, 2009. This decrease was primarily due to depreciation and amortization.

Liabilities. Total liabilities decreased by $54,684 to $288,397 as of March 31 2010, from $343,081 as of December 31, 2009. The decrease was the result of personal shares of Ron Carter, CEO, given to a vendor in payment of an account in the amount of $60,000 offset by a increase in accounts payable and accrued expenses in the amount of $5,316.

Stockholders' Equity. Stockholders' equity increased by $50,949 to $(262,822) as of March 31, 2010 from $(313,771) as of December 31, 2009. The increase was due primarily to credit given to unpaid capital contributions for the payment on accounts payable from personal shares from Ron Carter, CEO, and increased paid in capital from warrants exercised offset by continuing losses from operations.

Liquidity and Capital Resources

General. The company’s primary sources of cash have been sales of common stock through private placements, notes converted to stock and loans from affiliates. It is a developmental stage company and will rely upon more established third party vendors for many aspects of the manufacture, sale and distribution of its product, if it becomes commercially available in this regard. The company previously contracted with Absolutely New, Inc. a California company to identify potential licenses from their database. Under the agreement, Absolutely New identified approximately twenty companies that it believes have a particular use for the EYETALK. The company did not renew the agreement with Absolutely New. The company will nonetheless pay Absolutely New twenty percent of any proceeds received as a result of the sale, license, assignment or transfer of the EYETALK to one of the identified companies for 24 months the termination of the agreement. The termination of the agreement was on September 28th, 2008. The company has engaged Photonic Discovery/UNC-Charlotte Optoelectronics and Optical Communication to design the hardware for the EyeTalk system. We expect the software and other sensing technology will be developed by Fusion Next, a North Carolina company. Since the implementation of the EyeTalk technology is dependent on various other emerging technologies (smart phone, 3G/4G broadband) the research and development has coincided with the pace of these technologies. The system by design will provide for continuous software development and updates. The company is working with Virsalent to help it identify companies that may have immediate uses for the EyeTalk technology. While it has not yet done so, the company expects to enter into an engagement agreement with Virsalent in the near future. Virsalent, is a California corporation that has expertise in marketing and sales the company’s discussions with Virsalent revolve around the development and execution of the sales and marketing plan for the Eyetalk system to the public.

Overall, the Company’s cash position did not change for the three-month period ended March 31, 2010 over the prior year period, as result of $69,204 net cash used in operating activities and $69,204 net cash provided by financing activities.

Cash Flows from Operating Activities. Net cash used in operating activities of $69,204 for the three-month period ended March 31, 2010 is attributable to decrease in accounts payable and operating expenses.

Cash Flows from Investing Activities. There were no investing activities for the three-month period ended March 31, 2010.

Cash Flows from Financing Activities. Net cash provided by financing activities of $69,204 for the three-month period ended March 31, 2010 is attributable to the decrease in unpaid capital contributions and the increase paid in capital from warrants exercised.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T. Controls and Procedures

As of the end of the period covered by this report, Revolutionary Concepts, Inc. management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to Revolutionary Concepts required to be included in Revolutionary Concepts’ periodic filings under the Exchange Act.

Management's Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in its report entitled Internal Control—Integrated Framework. Based on the assessment, management believes that, as of December 31, 2008, the Company's internal control over financial reporting is effective based on those criteria.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in internal control. There have been no significant changes in internal controls or in factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

RCI is currently involved in two lawsuits, one in state court regarding legal malpractice, and one in federal court, to refute the false claims of a purported inventor, Emmanuel Ozoeneh.

ITEM 1A. RISK FACTORS

Refer to our “Risk Factors” in our Registration Statement on Form S-1 and our Form 10-K for the period ended December 31, 2009 (SEC File Number 333-151177) on the website at www.sec.gov

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No. Description

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31.1 Sec. 302 Certification of Principal Executive Officer

31.2 Sec. 302 Certification of Principal Financial Officer

32.1 Sec. 906 Certification of Principal Executive Officer

32.2 Sec. 906 Certification of Principal Financial Officer

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* Exhibits are incorporated by reference and can be found in its entirety in our Registration Statement on Form S-1 and our Form 10-K for the period ended December 31, 2009, (SEC File Number 333-151177) on the website at www.sec.gov

SIGNATURES

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

June 1, 2010 Registrant: Revolutionary Concepts, Inc.

By: /s/ Garry Stevenson

Garry Stevenson, Director, Vice President, and Chief Financial Officer

(Officer and Principal Accounting Officer)